Exhibit 10.2
                             OFFICE LEASE AGREEMENT

     THIS LEASE Is made this 29th day of  September  2000,  by and between  BSRT
Fountain  Square L.L.C.,  an Illinois  limited  liability  company  (hereinafter
referred to as the "Landlord") and NetWolves Corporation, a New York corporation
hereinafter referred to as the "Tenant").

     1.  LEASED  PREMISES.  Landlord,  for  and in  consideration  of the  rents
hereinafter reserved, of the covenants and conditions  hereinafter set forth, to
be kept or performed on the part of Tenant,  hereby leases to Tenant, and Tenant
hereby rents and leases from Landlord a portion of the  two-story  building (the
"Building") containing 79,179 rentable square feet located at 4002 N. Eisenhower
Boulevard,  and in the Fountain Square  Project,  Tampa  (Hillsborough  County),
Florida,  consisting of approximately Twenty Thousand Four Hundred Seventy Eight
(20,478)  square feet of rentable space as depicted in Exhibit A attached hereto
("Tenant's Rentable Square Feet") located on the premises described in Exhibit B
attached hereto and incorporated  herein by this reference (the "Premises") (the
Tenant's  Rentable Square Feet located within the Building and situated upon the
Premises  sometimes  referred  to herein as the  "Leased  Premises")  for use by
Tenant for the term of this Lease. Subject to measurement standards by BOMA with
an 8.27% common area factor.

     2. TERM.  The term of this Lease shall be for a period of five (5) years or
until  sooner  terminated  as  herein  provided.  The Term of this  Lease  shall
commence  on the date  the  improvements  are  substantially  completed  or upon
receiving final inspections (the "Commencement Date") and shall terminate on the
last day of the 60th calendar  month  thereafter.  Tenant shall  deliver,  on or
before the 30th day after execution of this Lease, an approved Plan for purposes
of construction.  See Rider to Office Lease Agreement,  which is attached hereto
and made a part hereof.

     The Tenant shall have the one-time right to cancel this Lease at the end of
the thirty six (36) month subsequent to the Commencement  Date,  provided Tenant
gives Landlord  written  notice at least 180 days prior to exercising  this one-
time  cancellation   provision,   which  notice  shall  be  ineffective   unless
accompanied  by certified  (U.S.) funds in the amount of Two Hundred Forty Three
Thousand Six Hundred Five and 93/100  Dollars  ($243,605.93),  said amount being
equal to the unamortized  tenant  improvement  expenses incurred by Landlord and
the unamortized leasing commissions paid by Landlord,  with interest at the rate
often percent (10%) per annum.

     3. BASE RENT.  Tenant  shall pay to the Landlord or its  designee,  ~to any
successor thereto named by Landlord,  at the address set forth herein or at such
other place as Landlord may designate in writing,  without notice or demand, and
without  deduction,  abatement,  counterclaim,  credit,  or set-off  whatsoever,
except as may be expressly  noted and authorized  under the terms of this Lease,
the following:

     A. Annual rental at the rate of THREE HUNDRED  EIGHTY NINE THOUSAND  EIGHTY
TWO AND NO/100 DOLLARS  ($389,082.00) for the first Lease Year payable in lawful
money of the United States in equal monthly  installments  (the "Monthly  Rental
").  The first  Monthly  Rental and sales tax  thereon  if any,  as set forth in
paragraph 8 herein,  shall be paid by Tenant to Landlord on the first day of the
month;  and all subsequent  Monthly Rentals shall be due in advance on the first
day of each  calendar  month during the term of this Lease,  and with any sales,
privilege  or rental tax as  provided  herein.  The term "Lease  Year",  as used
herein  (i)  shall  mean  the  twelve  (12)  month  period  beginning  with  the



Commencement  Date as defined in Paragraph 2 hereof,  and each twelve (12) month
period thereafter occurring during the term of this Lease, and (ii) in the event
the Lease  expires  or  terminates  on a date  other  than the date set forth in
Paragraph 2 hereof,  then the term "Lease  Year" also shall mean the period from
the  end of the  preceding  Lease  Year  to  the  date  of  said  expiration  or
termination of this Lease.  Notwithstanding  anything to the contrary  contained
herein,  in the event  the  Commencement  Date is other  than the first day of a
calendar month, then Tenant shall pay to Landlord on the Commencement Date a sum
equal to the per diem  Monthly  Rental  for the Month in which the  Commencement
Date shall occur (the "First  Month")  multiplied by the number of days from the
Commencement  Date to the last day of the First Month,  both  inclusive.  In the
event this Lease Terminates on a day, other than the date specified in Paragraph
2 hereof,  the Monthly Rental and any Additional Rental, as herein defined shall
be equitably adjusted.

     B. Tenant  agrees that any other sums due  Landlord  from Tenant  under the
tem1S of this  Lease,  except for the Monthly  Rental,  shall be  considered  as
additional rental from Tenant (the" Additional Rental"). As used herein the term
"Rent"  shall  include  the  Monthly  Rental,  Additional  Rental and such other
payments  as are set forth  herein.  Rent  payments  are  deemed to be paid when
received by Landlord.

     C. It is understood and agreed that Tenant's  failure to pay the Additional
Rental shall, for the purposes of the default provision hereof, entitle Landlord
to all  remedies  provided  herein and at law or equity on  account of  Tenant's
failure to pay Rent.

     D. Any delay or failure of Landlord in computing or billing for  Additional
Rental  shall  not  constitute  a waiver  or in any way  impair  the  continuing
obligation of the Tenant to pay such Additional Rental.

     E. Landlord and Tenant agree that  commencing with 2002, and every Calendar
Year  thereafter,  the  Monthly  Rental  which is  payable  for the  immediately
succeeding  Lease Year (or portion thereof) shall be adjusted by an amount equal
to Tenant's  pro-rata share of 25.86% of Increases in Operating  Expenses of the
Building and Premises in excess of Basic Costs.  The term  "Operating  Expenses"
shall mean and include:  all expenses  relating to the Building and the Building
Exterior  Common  Areas,  including  all  costs of  operation,  maintenance  and
management thereof and assessments for public  betterments or improvements,  any
and  all  assessments  or  charges  that  are  charged  by any  property  owners
association  applicable to the Land (the" Association"),  ad valorem real estate
taxes and any other tax on real estate as such,  ad valorem  taxes on furniture,
fixtures,  equipment or other  property used in connection  with the  operation,
maintenance or management of the Building and the Building exterior common areas
and the costs,  including,  without  limitation,  legal and consulting  fees, of
contesting  or  attempting  to reduce  any of the  aforesaid  taxes,  reasonable
amortization  of capital  improvements  which are required by applicable  law or
which will improve the  efficiency of  operating,  managing or  maintaining  the
Building  or.  which will reduce  Landlord's  operating  expenses or the rate of
increase thereof, the cost of labor, materials,  repairs,  insurance,  utilities
and services and such other expenses with respect to the operation,  maintenance
and management of the Building and the Building  exterior  common areas,  all of
which  expenses  shall be  incurred  or paid by or on behalf of  Landlord or are
properly  chargeable  to  Landlord's   operating  expenses  in  accordance  with
generally   accepted   accounting   principles  as  applied  to  the  operation,
maintenance and management of a first class office building.

     Notwithstanding the foregoing,  it is agreed that the Basic Costs shall not
include:  (i) any leasing or marketing or brokerage costs, fees, or commissions;
(ii)  any  cost  of  upfitting  space  for  occupancy  by  tenants;   (iii)  any



amortization of principal or interest on account of any  indebtedness;  (iv) any
legal  expenses  arising out of any  misconduct or negligence of Landlord or any
person for which Landlord is responsible or arising out of dealings  between any
principals  constituting  Landlord  or  arising  out of  any  leasing,  sale  or
financing of the Building or the Land or any part of either of them;  (v) except
as expressly  permitted above,  any  amortization or depreciation;  (vi) capital
improvements made to the Building, other than costs for improvements made to the
Building which, although capital in nature, are primarily intended to reduce the
normal operating costs of the Building as well as capital  improvements  made in
order to comply with any law hereafter promulgated by any governmental authority
as amortized over the useful economic life of such improvements as determined by
Landlord in its  reasonable  business  judgment  in  accordance  with  generally
accepted  accounting  principles  and  except  for  items  which  are  generally
considered  maintenance  and repair  items,  such as painting  of Common  Areas,
replacement  of  carpet  in  elevator  lobbies,  and  the  like;  (vii)  repair,
replacement and general  maintenance  paid by proceeds of insurance or by Tenant
or other third parties; (viii) interest, amortization or other payments on loans
to Landlord;  (ix) legal or  accounting  expenses for services  other than those
that benefit the Building generally;  (x) the cost incurred by Landlord to bring
the Building,  the Land or any equipment  maintained  therein in compliance with
laws, ordinances, rules, regulations,  requirements,  directives, guidelines and
orders in effect and  applicable  to the  Building as of the date of this Lease;
(xi) the cost of any  services or  materials  supplied  to other  tenants of the
Building  and not made  available  to Tenant;  (xii) the cost of any services or
materials for which Landlord receives  reimbursement from other sources;  (xiii)
depreciation on the Building or any equipment maintained therein;  (xiv) federal
income taxes imposed on or measured by the income of Landlord from the operation
of  the  Building;  (xv)  repairs,  alterations,   additions,  improvements,  or
replacements  made to  rectify or correct  any  defect in the  original  design,
materials or  workmanship of the Building or the common areas (but not including
repairs, alterations,  additions, improvements, or replacements made as a result
of ordinary  wear and tear);  (xvi) damage and repairs  attributable  to fire or
other  casualties;  (xvii) damage and repairs  necessitated by the negligence or
willful  misconduct of Landlord,  Landlord's  employees,  contractors or agents;
(xviii)  executive  salaries or salaries of service  personnel to the extent not
properly  allocated  to the  Building  in  accordance  with  generally  accepted
accounting principles; (xix) Landlord's general overhead expenses not related to
the  Building or not  properly  allocated  to the  Building in  accordance  with
generally accepted accounting principles;  (xx) costs (including permit, license
and inspection fees) incurred in renovating or otherwise improving,  decorating,
painting or altering  space for tenants or other  occupants of the Building or a
vacant space (excluding common areas) in the Building;  (xxi) costs incurred due
to a violation  by Landlord or by any other  tenant of the Building of the terms
and  conditions of a lease;  (xxii) costs of any services  provided to Tenant or
other  occupants  of the Building for which  Landlord is  reimbursed  by a third
party; and (xxiii) any other expense which, under generally accepted  accounting
principles  applied  to  real  estate  operations,  would  not be  considered  a
reasonable  maintenance  and operating  expense.  Landlord  shall not collect in
excess of 100% of Basic  Costs and shall not  recover any item of cost more than
once.

     In the event  Tenant is required  to pay  Tenant's  Proportionate  Share of
Basic Costs  pursuant to this  Paragraph  3E.  Tenant  shall have the right,  at
Tenant's  expense and no more frequently than once per calendar year, to inspect
Landlord's  books  and  records  showing  Basic  Costs of the  Building  for the
calendar year in question; provided, however, Tenant shall not have the right to
withhold  any  payments of Tenant's  Proportionate  Share of Basic Costs due and
payable hereunder the amount of which may be in dispute, and Tenant must pay the
entire amount due and payable hereunder prior to reviewing  Landlord's books and
records.  In the event  Tenant's  inspection  of  Landlord's  books and  records
reveals a verifiable error in Landlord's  computation of Tenant's  Proportionate
Share of excess Basic Costs  resulting in an  overpayment  by Tenant of Tenant's



Proportionate  Share of excess  Basic Costs (after  allowing for any  adjustment
pursuant  hereto),   Landlord  shall  promptly  reimburse  the  amount  of  such
overpayment  to  Tenant,  together  with  interest  thereon  from  the  date  of
overpayment  until the date of  reimbursement  at a rate per annum  equal to one
percent ( 1% ) plus the Prime Rate (as defined  herein) in effect as of the date
of  overpayment.  If the error in  Landlord's  computation  is greater than four
percent  (4%),  then Landlord  shall  reimburse  Tenant for Tenant's  reasonable
expenses of Tenant's  inspection and audit of Landlord's  books and records.  As
used in this Lease, the "Prime Rate" shall be deemed to be that rate of interest
announced by Nations Bank, N .A. , or any successor  thereto,  from time to time
as its "prime rate," and Landlord and Tenant  acknowledge  and  understand  that
Nations  Bank, N .A. , lends at rates of interest both above and below the Prime
Rate.   Landlord's   statement  setting  forth  the  total  amount  of  Tenant's
Proportionate Share of excess Basic Costs furnished to Tenant in accordance with
the  provisions  of this  Paragraph 3E shall be deemed to have been  approved by
Tenant  unless  protested  by Tenant in writing  within  ninety  (90) days after
delivery of such statement to Tenant at the Premises. Basic costs are as defined
as the product of  Rentable  Square Feet in the  Building  multiplied  by actual
operating expenses for 2001. In addition, increases and all expenses except real
estate taxes,  electricity and insurance shall be capped at five percent (5%) of
the previous year's expenses.

     As soon as is practicable  after the  commencement  of each and every Lease
Year,  but no later than  March 31 of the Lease  Year then in  effect,  Landlord
shall provide Tenant with a statement  setting forth Landlord's  estimate of the
increase in Operation Expenses over Basic Costs. Tenant shall pay to Landlord on
the  first  day of each  month  during  such  Lease  Year  an  amount  equal  to
one-twelfth of the Landlord's  estimate as Additional Rental.  Tenant will pay a
lump sum for the amount of the  estimate  for such Lease Year up to the time the
statement is prepared.  As soon as practicable  after the end of each Lease Year
Landlord  shall  furnish to Tenant a statement of such year's  actual  Operating
Expenses  compared as to the Basic Costs and a calculation  of Tenant's share of
the increase in Operating Expenses.  If Tenant's actual cost is greater than the
estimated share,  Tenant shall pay Landlord the difference  within ten (10) days
of receipt of such  Statement.  If Tenant's  share of the  increase in Operating
Expenses  is less then the  estimated  share,  Landlord  shall issue a credit to
Tenant for the  difference.  Tenant,  at Tenant's sole cost and expenses,  shall
have reasonable  access and the right to audit the books and records of Landlord
pertaining to the Operating Expenses of the Building and Premises.

     F. All sales tax  required  or  imposed by any  governmental  body (as more
fully described in Paragraph 8 below).

     G. A late charge in the amount of five  percent  (5%) of any  monthly  rent
installment  which is not  received by Landlord  within ten (10) days of the due
date.  Payment of such late charge  shall  accompany  the payment of the monthly
rent installment to which it applies.

     4. RENT INCREASE. Notwithstanding anything herein to the contrary, Landlord
and Tenant agree that for each  succeeding  Lease Year, the Monthly Rental shall
be increased to a rate that is equal to one hundred and three (103%)  percent of
the Monthly  Rental,  exclusive  of any  adjustment  for  Tenant's  share of the
Operating  Expenses  pursuant  to  Section  3E  hereof,  paid by Tenant  for the
immediately preceding Lease Year.

     5. SECURITY DEPOSIT.  A cash security deposit equal to one (I) month's rent
is due upon  execution of this Lease in addition to which  Tenant shall  deposit
with Landlord an irrevocable  unconditional letter of credit, drawable at sight,
in the amount  of$250,000  (U.S.) from a  financial  institution  acceptable  to
Landlord  and in a  substantially  similar  form  and  content  of the  attached
Addendum.  The Letter of Credit is required  to be  delivered  to Landlord  upon
execution of this Lease.


The deposits shall act as security (but not as a trust fund) for the performance
by Tenant of the terms,  covenants  and  conditions of this Lease to be kept and
performed by Tenant.  If tenant defaults with respect to any material  provision
of this  Lease,  including  but not  limited to the  provision  relating  to the
payment of rent,  Landlord  may (but shall not be required  to) draw upon,  use,
apply or retain all of any part of this security  deposit for the payment of any
rent or any other sum due under  this  Lease  which  shall be in  default in the
payment thereof, or for the payment of any other amount which Landlord may spend
or become  obligated to spend by reason of Tenant's  default.  If any portion of
said deposit is so used or applied, Tenant shall, upon demand therefore, deposit
cash or  substitute  an  additional  letter of credit with Landlord in an amount
sufficient to restore the security  deposit to its original  amount and Tenant's
failure to do so shall be a material breach of this Lease. Landlord shall not be
required to keep any portion of the security  deposit paid in cash separate from
its general funds, but Tenant shall be entitled to interest on such deposit at a
rate equal to the prime rate (as announced by the Wall Street  Journal in effect
when the money is deposited,  to be combined  with and treated  similarly to the
principal  deposit.  Provided  Tenant is not then in default of this Lease,  the
security  deposit and Letter of Credit or any balance  thereof shall be returned
to Tenant  within  fifteen (15) days after the  expiration  of the 36th month of
this Lease. In the event of the assignment of Landlord's interest in this Lease,
Landlord shall transfer said deposits to Landlord's  successor in interest,  and
upon such transfer Tenant shall have no further rights against Landlord.

     6. TENANT IMPROVEMENT  ALLOWANCE.  Tenant shall be granted an allowance for
tenant  improvements,  up to twenty  dollars  ($20.00) per rentable  square foot
("Tenant Improvement  Allowance") for the purposes of improvements to the Leased
Premises,  demolition costs incurred,  voice and data cabling,  design costs and
property manager  construction  management fees and,  including exterior signage
provided it is in  conformity  with  paragraph 33 of this Lease,  but  excluding
rent, computers, office equipment,  furniture and other items of like nature and
characterization.  The property manager construction management fee shall be not
greater than five percent  (5%) on the first  $500,000 of work,  and two percent
(2%) on the remainder. To the extent Tenant utilizes less than $20.00 per square
foot for the actual cost of tenant improvements,  the remainder shall be held in
abeyance  and may be utilized by Tenant for future  improvements  subject to the
provisions of this paragraph.  Landlord shall provide Tenant with a Construction
Contract  and  drawings  detailing  the  extent,  scope and cost for the  tenant
improvements and all costs in excess of the Tenant Improvement Allowance,  shall
be submitted in U.S. funds to Landlord prior to the commencement of any work. In
addition,  the Tenant shall be liable for all cost  overruns and change  orders,
which shall be paid on a current and on-going  basis.  Tenant  acknowledges  and
agrees that Landlord's  obligation to pay the Tenant Improvement Allowance shall
not  accrue  and  become  due unless and until all costs in excess of the Tenant
Improvement Allowance have been paid by Tenant.  Landlord shall obtain bids from
three (3) general contractors and the selection of contractor will be subject to
final review by Landlord and Tenant. See Rider to Office Lease Agreement,  which
is attached hereto and made apart hereof.

     7. USE.  Tenant shall use and occupy the Leased  Premises  only for general
office and  administrative  use and for no other  purpose  without  the  written
consent of  Landlord,  which shall not be  unreasonably  withheld.  The Premises
shall not be used for any  illegal  purposes,  or in any  manner  to create  any
nuisance,  or  trespass,  or to vitiate any  insurance  or increase  the rate of
insurance  on the  Premises or the  Building.  Tenant  agrees to comply with all
governmental rules, regulations,  decrees and requirements applicable to the use
and occupancy of the Leased  Premises.  Tenant shall not do or permit to be done
in or about the Premises  anything,  which will  obstruct or interfere  with the
rights of other Tenants,  if any, in the Building.  If Tenant receives notice of
any claim or violation of any law, rule,  regulation or decree applicable to the
Premises or the Building,  Tenant shall give prompt notice  thereof to Landlord.



In case of a material breach of any of the covenants contained in this paragraph
7,  Landlord may, in addition to all other  remedies  available to the Landlord,
terminate  this Lease upon the  failure  of the  Tenant to cure  default  within
thirty (30) days after notice,  or if the same is not curable within thirty (30)
days,  to  commence  efforts to effect a cure  within the thirty (30) day period
which it pursues thereafter to conclusion diligently.

     8. PAYMENT OF TAXES. Tenant shall pay all taxes assessed during the term of
this Lease  against any  leasehold  interest  or personal  property of any kind,
owned by or placed in, upon or about the Premises by Tenant, including,  without
limitation, any rental or occupancy taxes and any other taxes arising out of the
operation of Tenant's business or occupancy of the Premises. All rents and other
charges  paid by Tenant are subject to  applicable  state and local sales taxes,
which shall be paid by Tenant.

     9.  ACCEPTANCE OF LEASED  PREMISES.  The taking of possession of the Leased
Premises  by Tenant at the  Commencement  Date shall be  conclusive  evidence as
against  the Tenant  that  Tenant  accepts  the same "as is" and that the Leased
Premises and the Building  were in good and  satisfactory  condition for the use
intended at the time such possession was taken except for latent defects and any
punch list items, to the extent otherwise noted by Tenant,  in the acceptance of
Leased Premises executed by Tenant at that time. Neither Landlord nor Landlord's
agents have made any  representations  or promises  with respect to the physical
condition of the Building or the Leased Premises, the rents, leases, expenses of
operation,  or any other  matter or thing  affecting  or  relating to the Leased
Premises  except as herein  expressly  set forth,  and no rights,  easements  or
licenses are acquired by Tenant by implication or otherwise  except as expressly
set forth in the  provisions  of this  Lease.  Tenant  will  inspect  the Leased
Premises and sign an Acceptance of Leased Premises on the Commencement  Date and
be  thoroughly  acquainted  with the  condition of the Leased  Premises.  Unless
expressly  stated herein to the contrary,  Landlord has no obligation to repair,
improve,  or add to the Leased Premises prior to Tenant's  occupancy thereof and
Tenant shall, at its sole cost and expenses and in compliance with the provision
of paragraph 10(B) hereof, be responsible for any changes, alterations, repairs,
or  decorations  to  the  Leased  Premises  prior  to  its  occupancy   thereof.
Notwithstanding  anything to the  contrary  herein,  provided  the  Landlord has
substantially  completed to the Tenant's reasonable  satisfaction,  the Tenant's
Improvements  contemplated  by  Section  6 of  this  Lease,  Tenant  agrees  and
acknowledges  that it shall be deemed to have  accepted  the Leased  Premises on
December I, 2000, if Tenant has not taken possession sooner.

     10. TENANTS CARE.

     A. Tenant will, at Tenant's expense, take good care of the Leased Premises,
Building and the fixtures and appurtenances  therein,  reasonable wear and tear,
and damage by fire  covered by  insurance  proceeds  payable  to  Landlord,  the
elements, casualty covered by insurance proceeds payable to Landlord,  excepted,
and will  suffer no active or  permissive  waste or injury  thereof;  and Tenant
shall, at Tenant's expense, but under the direction of Landlord, promptly repair
any injury or damage  whether  structural  or  nonstructural  to the Premises or
Building  caused by the  misuse or  neglect  thereof  by  Tenant,  or by persons
permitted  on the  Premises  by  Tenant,  its  agents,  officers,  employees  or
contractors,  or Tenant moving in and out of Premises. All the aforesaid repairs
shall be of quality or class equal to the  original  work or  construction,  and
shall be made in accordance  with the provisions of Paragraph  10(B) hereof.  If
Tenant  fails  after  fifteen  (15) days'  notice  thereof  to proceed  with due
diligence to make the repairs required to be made by Tenant,  the repairs may be
made by  Landlord,  at the  expense  of Tenant and the  commercially  reasonable
expenses thereof incurred by Landlord plus five percent (5%) for overhead, shall



be  collectible  by Landlord as Additional  Rental after  rendition of a bill or
statement.  There shall be no abatement of rent or rent  allowance to Tenant for
diminution of rental value and no liability on the part of Landlord by reason of
inconvenience,  annoyance or injury to business arising from Landlord, Tenant or
others  making,  or failing to make,  any  repairs,  alterations,  additions  or
improvements  in or to  any  portion  of  the  Premises,  or in or to  fixtures,
appurtenances,  or equipment  thereof.  Notwithstanding  the  foregoing,  if the
Premises are rendered  untenantable  in whole or part, for a period in excess of
ten (10) business days, by making repairs,  replacements or additions other than
those  made with  Tenant's  consent  or caused by misuse or neglect by Tenant or
Tenant's employees,  agents, servants,  visitors or licensees,  there shall be a
proportion abatement of rent during the period of such untenantability.

     B. Tenant will not, without Landlord's  written consent,  make alterations,
additions or improvements in or about the Premises,  including,  but not limited
to the Leased  Premises,  and will not do anything to or on the  Premises  which
will  increase  the rate of fire  insurance.  Landlord  shall  not  unreasonably
withhold or delay its consent if the alterations,  additions or improvements are
located  in the  Building  and  provided  that such  alterations,  additions  or
improvements  are consistent with the high quality of the Premises and the other
buildings   in   the   Fountain   Square   Development   (the    "Development").
Notwithstanding  any  requirement  in this  subparagraph  10(B) to the contrary,
Tenant shall have the right to make  alterations or  improvements  to the Leased
Premises so long as the sum total of any such  alterations or improvements  does
not exceed ten thousand  dollars  ($10,000)  for any single  improvement  (which
shall be defined broadly and shall include related changes to a single location)
and so long as said alterations or improvements do not disturb or otherwise have
any adverse affect on the Building's  primary water system,  the primary heating
system,  the primary  air-conditioning  system or the primary  electrical system
(including  the  distribution  facility)  on  other  Tenants,  if  any.  For any
alteration  or  improvement,  or  combination  thereof,  in excess  of  $10,000,
Landlord's  consent  in  advance  shall be  required.  Tenant  shall  submit its
proposed  plaJ1s to Landlord in standard forn1 aJ1d Landlord shall have five (5)
business  days to approve or reject the submitted  plans.  In the absence of any
written response by Landlord within said five (5) business day period, the plans
shall be deemed approved. In addition to any other remedy or provision contained
in this  Lease,  Tenant  expressly  indemnifies  and  otherwise  holds  Landlord
harmless for any damages and expenses  resulting from  unpermitted  improvements
made without  Landlord's  consent.  It is expressly  understood  and agreed that
Landlord is not  requiring  Tenant to make any such  improvements  to the Leased
Premises,  and no  improvements  by  Tenant  shall  be  deemed  improvements  in
accordance  with an  agreement  between the  parties,  within the meaning of the
Florida  Mechanic's  Lien  Law.  All  contractors,  subcontractors,   mechanics,
laborers,  materialmen,  and others who perform any work, labor or services,  or
furnish any  materials,  or  otherwise  participate  in the  improvement  of the
Building or  Premises  shall be and are hereby  given  notice that Tenant is not
authorized  to subject  Landlord's  interest in the  Building or Premises to any
claim for mechanics', laborers' and materialmen's liens, and all persons dealing
directly or  indirectly  with Tenant may not look to the Building or Premises as
security for payment.  Tenant shall save Landlord  harmless from and against all
expenses,  liens, claims or damages to either property or person who mayor might
arise by reason of the making of any such additions,  improvements,  alterations
and/or installations.  Tenant shall comply with the building codes,  regulations
and laws now or  hereafter  to be made or enforced in the  municipality,  county
and/or state, which have jurisdiction over such work. All alterations, additions
or  improvements  of a  permanent  nature  made or  installed  by  Tenant to the
Building or Premises  shall become the property of Landlord at the expiration of
this Lease. Tenant further agrees to do the foregoing prior to the expiration of
the Term. Prior to making any alterations greater than $10,000, Tenant (i) shall
submit  to  Landlord  detailed  plans  and  specifications   (including  layout,
architectural,  mechanical and structural drawings) for each proposed alteration
and shall not commence any such alteration  without first  obtaining  Landlord's
written  approval of such plans and  specifications  which approval shall not be
unreasonably  withheld  or  delayed,  (ii)  shall,  at its  expense,  obtain all
permits,   approvals  and   certificates   required  by  any   governmental   or
quasi-governmental  bodies,  and  (iii)  shall  furnish  to  Landlord  duplicate



original policies of worker's compensation  (covering all persons to be employed
by Tenant,  and Tenant's  contractors and subcontractors in connection with such
alteration)  and  comprehensive  public  liability  (including  property  damage
coverage)  insurance in such form, with such companies,  for such periods and in
such  amounts  as  Landlord  may  require,  naming  Landlord  and its  agents as
additional  named  insured.  Upon  completion  of such  alteration,  Tenant,  at
Tenant's expense, shall obtain certificates of final approval of such alteration
required by any  governmental  or quasi-  governmental  bodies and shall furnish
Landlord with copies thereof.  All materials and equipment to be incorporated in
the  Leased  Premises  as a result  of all  alterations  shall be new and  first
quality and shall be of a class equal to the original work or  construction;  no
such materials or equipment shall be subject to any lien,  encumbrance,  chattel
mortgage or title  retention  or security  agreement  without the prior  written
consent of Landlord.  Tenant shall use its best efforts, at any time prior to or
during the term, not to directly or indirectly  employ, or permit the employment
of, any contractor,  mechanic or laborer in the Premises,  whether in connection
with any alteration or otherwise, if such employment will interfere or cause any
conflict  with  other  contractors,   mechanics,  or  laborers  engaged  in  the
construction,  maintenance  or  operation  of any  part  of the  Development  by
Landlord,  Tenant or others.  In the event of any such interference or conflict,
Tenant,  upon demand of  Landlord,  shall cause all  contractors,  mechanics  or
laborers  causing  such  interference  or  conflict  to  leave  the  Development
immediately.  Landlord  will use  commercially  reasonable  efforts to  schedule
contractors,  mechanics or laborers at the Development so that there will not be
interference or conflict with the Tenants,  contractors,  mechanics or laborers.
With respect to any  alterations to which  Landlord has consented,  Tenant shall
not employ any  contractors,  subcontractors,  employees,  mechanics or laborers
without  Landlord's  prior written consent which consent may not be unreasonably
withheld by Landlord.

     C. No later than the last day of the Term of this Lease, Tenant will remove
all of Tenant's personal property and repair all injury done by or in connection
with the installation or removal of said property and surrender the Building and
Leased Premises and all improvements  located therein whether or not paid for by
Tenant  (together  with  all  keys to the  improvements  located  on the  Leased
Premises) in as good a condition as they were at the beginning of the Term, wear
and tear and damage covered by insurance  proceeds which insurance proceeds were
received by Landlord,  excepted.  In the event  Tenant  repairs an injury to the
Building and Premises and Landlord is entitled to recover from a third party for
such injury,  then Landlord  shall assign such claim to Tenant (if such claim is
assignable) to the extent  necessary to reimburse  Tenant for its  out-of-pocket
expenses  incurred in repairing such injury .All property of Tenant remaining on
the Premises after expiration of this Lease shall be deemed abandoned and may be
removed by Landlord and Tenant shall reimburse Landlord for the cost of removing
the same,  subject however,  to Landlord's right to require Tenant to remove any
improvements  or  additions  made to  Premises  by  Tenant,  which  right may be
exercised only if Landlord has reserved such right in writing in its approval of
such improvements or additions as provided in subparagraph B above.

     D. In doing any work related to the  installation of Tenant's  furnishings,
fixtures,  or  equipment  in the  Building  or  Premises,  Tenant  will use only
contractors,  subcontractors,  employees,  mechanics  and  laborers  approved by
Landlord,  which  approval  shall not be  unreasonably  withheld.  Tenant  shall
promptly  remove any lien for material or labor claimed  against the Premises by
such contractors,  subcontractors,  employees,  mechanics and laborers,  if such
claim should arise by paying the claim or by transferring the lien to a bond and
Tenant hereby  indemnifies and holds Landlord  harmless from and against any and
all costs,  expenses  or  liabilities  incurred  by Landlord as a result of such
liens.


     E.  Tenant  shall not  install  any  equipment  in the  Building  or on the
Premises  whatsoever which will or may necessitate any changes,  replacements or
additions to or require the use of the primary  water system,  plumbing  system,
heating system, air-conditioning system or the electrical system of the Premises
and/or Building  without the prior written  consent of Landlord,  as provided in
subparagraph 10(B) above, and which consent shall not be unreasonably withheld.

     F Tenant  agrees that all personal  property  brought into the Building and
Premises by Tenant,  its employees,  licensees and invitees shall be at the sole
risk of Tenant,  and Landlord  shall not be liable for theft  thereof or for any
damages  thereto;  such  theft or  damage  being in the sole  responsibility  of
Tenant.

     G.  Notwithstanding  any of the above, any and all improvements,  fixtures,
personal property,  and equipment located in the Building as of the Commencement
Date shall be deemed approved by Landlord.

     11. HOURS OF OPERATION.  The normal business hours of the Building shall be
from 8:00 a.m. to 6:00 p.m.  on Monday  through  Friday,  and 8:00 a.m. to I :00
p.m. on Saturday. The Building will not operate on New Year's Day, Memorial Day,
Independence  Day,  Labor Day,  Thanksgiving  and  Christmas.  Tenant shall have
access to the Building, however, at all times.

     12. LANDLORD'S SERVICES.

     A. Landlord  shall  furnish the  following at no additional  cost to Tenant
during  regular hours of operation  (see Paragraph 11) but subject to additional
costs at other times:

     (1)  Electricity  for routine  lighting and the operating of general office
machines such as typewriters,  dictating equipment,  desk-model adding machines,
and the  like,  which use  110-volt  electric  power.  The  electrical  capacity
available  to Tenant  from time to time shall be  identified  by  Landlord  upon
written  request from Tenant.  Except as provided in  subparagraph  10(G) above,
heavier use items shall not be used or installed,  unless  specified by separate
written consent of Landlord,  which consent shall not be unreasonably  withheld.
The purchase price and all  installation  costs of the above items will be borne
solely by Tenant.  Tenant  will not  install  any  equipment  beyond that listed
above,  including  any  expansion of said systems,  without  Landlord's  written
consent,  which shall not be unreasonably withheld, and Tenant may be subject to
an additional charge for actual electrical power consumption.  In the event that
additional air conditioning is required as a result of the  above-listed  items,
the  cost of such  equipment  and the  installation  of same  shall  be borne by
Tenant.

     (2)  Heat  and  air  conditioning  which  is  reasonably  required  for the
comfortable  occupation  of the  Building,  subject  to any  governmental  laws,
regulations or restrictions pertaining to the furnishing or use of such heat and
air  conditioning.  As of the  Commencement  Date,  the  temperatures  which are
reasonably required for the comfortable occupation of the Building range from 72
to 78 degrees for both heating and for air  conditioning.

     (3) Elevator service.

     (4) Toilet room supplies.


     (5) Window  washing  with  reasonable  frequency,  but no less than twice a
year.

     (6) Nightly  janitorial  service in the manner that such janitorial service
is customarily  furnished in first class office buildings in Tampa,  Florida, no
less than five (5) days a week.

     (7) Water and sewage disposal.

     B. Services to be provided by Landlord hereunder shall be subject to all of
the Rules and Regulations of the Building  established by the Landlord from time
to time. The current Rules and Regulations are attached to this Lease as Exhibit

     C.  Landlord  reserves  the  right  to  modify  and  amend  the  Rules  and
Regulations on thirty (30) days written notice to Tenant (except for life-safety
items for which no notice  shall be required) so long as all Tenants are treated
equally.  C. To the  extent  not  otherwise  caused  by or  attributable  to the
negligence  or willful  misconduct  of the  Landlord or his agents,  servants or
employees,  Landlord shall not be liable for any damages  directly or indirectly
resulting  from,  nor shall the Rent as herein set forth be abated by reasons of
(i)  installation,  use or  interruption  of use, of any equipment in connection
with  the  furnishing  of any of the  foregoing  services,  or (ii)  failure  to
furnish, or delay in furnishing, any such services when such failure or delay is
caused by  accident  or any  condition  beyond  the  reasonable  control  of the
Landlord or by the making of necessary  repairs or  improvements to the Premises
or to the Building. The temporary failure to furnish any such services shall not
be  construed  as an  eviction  of Tenant  or  relieve  Tenant  from the duty of
observing and performing  any of the  provisions of this Lease.  Notwithstanding
the above,  however,  if the Building or the Leased Premises is unusable for its
intended  use for a period of more than ninety  (90) days,  rent shall abate for
that  period  beyond the  ninetieth  day and until the  Building  is usable,  in
Landlord's  reasonable  discretion,  and only for that  portion of the  Building
which is unusable.

     D. If Tenant  uses  services in an amount or for a period in excess of that
provided  for herein,  then  Landlord  reserves  the right to charge  Tenant and
Tenant shall pay Landlord as Additional  Rental a sum  determined by Landlord or
an independent  consultant selected by Landlord as reimbursement to Landlord for
the actual costs incurred by Landlord in providing such added  services.  Tenant
shall pay Landlord  the amount of such  reimbursement  within ten (10)  business
days subsequent to the billing thereof by Landlord.

     E.  Landlord  shall  at its  expense  keep the (i)  foundation,  structural
integrity,  exterior and roof of the Building, (ii) interior common areas, (iii)
parking and landscaped  areas,  and (iv) plumbing,  including but not limited to
restrooms,  heating,  air  conditioning and electrical  systems,  in good order,
repair and  condition,  w11ess any such work is necessary  because of any act of
Tenant,  in which event the cost shall be borne by Tenant.  This paragraph shall
not apply to any damage  caused by fire or other  casualty  or  condemnation  as
described in this Lease.

     F.  Landlord  shall  cause the  upgrade  of the  lavatories  in the  Leased
Premises,  at  Landlord's  sole cost.  Said upgrade  shall include new laminate,
sinks, and wall covering. In addition,  Landlord, at Landlord's sole cost, shall
install  one (I) male and one (I) female  restroom  as shown on Exhibit A, which
when completed, shall be not violative of the Americans with Disabilities Act as
in effect on the Commencement Date.


     13. DESTRUCTION OR DAMAGE TO PREMISES.

     A. If the Premises are totally  destroyed (or are so substantially  damaged
as to be  untenantable) or a material part is so damaged that it prevents Tenant
from using the Leased  Premises  as  intended  by and set forth in this Lease by
storm,  fire,  earthquake,  or other  casualty,  Rent  shall not be abated or be
prorated  from  the  date of  such  casualty;  however,  Landlord  shall  within
forty-five   (45)  days  of  such  damage  or  destruction   make  a  good-faith
determination  of whether the Leased Premises can be restored within one hundred
eighty ( 180)  days  from the date of such  casualty  using  only the  insurance
proceeds.  In the event the Landlord  determines in its sole discretion that the
Leased Premises cannot be restored within one hundred eighty (180) days from the
date of such  casualty  using  only the  insurance  proceeds,  this Lease may be
terminated  upon written notice from either party given to the other party given
not more that ten (10) days following the date that Landlord gives Tenant notice
that the Leased  Premises cannot be restored within the one hundred eighty (180)
day period.  Landlord thereafter shall receive all of the insurance proceeds. If
Landlord  terminates  this Lease under this  paragraph,  Tenant shall  surrender
possession of the Leased  Premises on the date of termination and Landlord shall
refund to Tenant all advance  Rent and other  payments or credits made by Tenant
to or on behalf of Landlord for the period  following the  termination  date. In
the event such notice of termination is not given,  then this Lease shall remain
in  full  force  and  effect;  however,  if  Landlord  fails  to  complete  such
restoration  within one hundred eighty (180) days from the date of the casualty,
this Lease may be  terminated  effective  as of the date of such  casualty  upon
written  notice from either party to the other given not more that ten (10) days
following  expiration  of the one  hundred  eighty  (180)  day  period,  except,
however,  Landlord  shall not be  responsible  for delays which may be caused by
reason of adjustment of fire  insurance on the part of Landlord or Tenant or for
delays  contemplated  by  Paragraph 40 herein  provided  such delays do not last
longer than sixty ( 60) days.  In the event such notice is not given,  then this
Lease  shall  remain in full  force and  effect  and Rent  shall  commence  upon
delivery of the Leased  Premises  to Tenant in a  tenantable  condition.  In the
event such damage or  destruction  occurs within one year from the expiration of
this  Lease,  Tenant may,  at its option on written  notice to  Landlord  within
thirty (30) days of such  casualty,  terminate this Lease as of the date of such
destruction  or damage.  If the Premises  are damaged due to a casualty,  Tenant
shall remove,  at its sole cost and expense,  its furniture and other belongings
from the Leased  Premises as  Landlord  shall  require in order for  Landlord to
repair and restore the Premises.

     B. Except as provided in paragraph 12(c) above, if the  improvements on the
Leased Premises are damaged but not rendered wholly untenantable or unusable for
the  purposes  described  in  this  Lease  by any of the  events  set  forth  in
subparagraph  A above,  Rent shall not abate or be prorated;  however,  Landlord
shall restore the improvements on the Leased Premises as quickly as practicable.

     C. Landlord  shall not be required to make any repair or replacement of any
improvements  installed in the Leased Premises by or for Tenant,  other than the
Building and the parking  facilities,  nor shall Landlord be responsible for the
replacement of Tenant's  furniture and  furnishings.  Tenant shall,  at Tenant's
sole cost and expense,  repair and restore its portion of such  improvements  to
their original condition.

     D. In no  event  shall  Rent  abate if the  damage  or  destruction  of the
Premises or any  improvements  located thereon whether total or partial,  is the
result of the  negligence  or willful  misconduct  of  Tenant,  its  agents,  or
employees.  Notwithstanding  the  foregoing,  each party shall look first to any
insurance  in its favor  before  making any claim  against  the other  party for
recovery for loss or damage  resulting from fire or other  casualty,  and to the
extent  that  such  insurance  is in force  and  collectible  and to the  extent
permitted by law,  Landlord and Tenant each hereby releases and waives any right



of recovery  against the other or anyone claiming  through or under each of them
by way of subrogation or otherwise. The foregoing release and waiver shall be in
force only if both releasers' insurance policies contain a clause providing that
such a release or waiver shall not  invalidate  the  insurance and also provided
that  such a  policy  can  be  obtained,  without  additional  premiums.  Tenant
acknowledges   that  Landlord  shall  not  carry  insurance   covering  Tenant's
furniture, fixtures, equipment and/or improvements.

     14. LIABILITY AND INDEMNITY.

     A. The tern  "Landlord"  as used in this Lease shall mean only the owner or
mortgagee in possession  for the time being of the Premises so that in the event
of the sale of said Premises, Building or leasehold interest or an assignment of
this Lease,  Landlord shall be and is hereby  entirely freed and relieved of all
obligations of Landlord subsequently accruing.

     B.  Notwithstanding  that joint or concurrent liability may be imposed upon
Landlord by law,  Landlord  and Tenant shall  indemnify  and hold each other and
their agents,  servants and employees,  including  reasonable  attorneys'  fees,
resulting from or arising out of bodily injury,  sickness,  disease or death, or
injury to or destruction of tangible property  resulting solely from affirmative
acts of  negligence  by Landlord  or Tenant  respectively,  or their  respective
agents,  servants or  employees.  Moreover,  except as provided in  subparagraph
14(A) above and  elsewhere in this Lease,  Landlord  shall not be liable for any
damage or injury to the Leased Premises,  to Tenant's  property,  to Tenant, its
agents, contractor,  employees,  invitees, or licensees, arising from any use or
condition of the Leased Premises,  the Premises the Building, or any sidewalk or
entrance way serving the Building,  or the act or neglect of co-tenants,  or the
malfunction  ofany  equipment or apparatus  serving the Building,  any or all of
which  Landlord does not have prior  knowledge,  and Tenant shall  indemnify and
hold Landlord  ham11ess  from and against any and all causes of action,  claims,
damages,  losses,  and expense in connection  therewith,  except for  Landlord's
gross negligence.

     15. DEFAULT.

     I. BY TENANT

     A. Upon the  happening of any one or more of the following  events,  Tenant
shall be in default under the terms of this Lease:

     (1) Tenant's  failure to pay any  installment  of the monthly Rental within
ten (10)  calendar  days of the date upon which the same becomes due and payable
under this Lease.

     (2) Tenant's  failure to pay any Additional  Rental within thirty (30) days
after written notice is received or is deemed received by Tenant.

     (3)  Tenant's  failure to perform or observe any term or  condition of this
Lease which, because its character,  would immediately and materially jeopardize
Landlord's  interest;  provided,  however,  that  Tenant  shall  have  three (3)
business days from written notice from Landlord to cure or otherwise  remedy the
problem;

     (4)  Tenant's  failure to perform  or observe  any other term or  condition
contained in this Lease and Tenant's failure to commence within thirty (30) days
after  notice  from  Landlord  to  Tenant  thereof  the  curing  of such term or



condition and Tenant's failure to promptly and diligently complete the curing of
same;  provided,  however,  that  Tenant  shall  not .be in  default  if  Tenant
diligently  is pursuing to cure such term or  condition  beyond said  thirty-day
period so long as Tenant  continues to diligently  pursue the cure to conclusion
and so long as the term or condition is, in fact, curable;

     (5) The filing of a petition  by or against  Tenant for  adjudication  as a
debtor within the meaning of Chapter 7 or Chapter 13 or other  provisions of the
Bankruptcy  Act,  as  now  or  hereafter   amended  or   supplemented,   or  for
reorganization or arrangement within the meaning of Chapter II of the Bankruptcy
Act,  or the  filing of any  petition  by or  against  Tenant  under any  future
bankruptcy  act or insolvency law for the same or similar relief and the failure
to have such petition dismissed within sixty (60) days'

     (6) The  dissolution or liquidation,  or the  commencement of any action or
proceeding for the dissolution or liquidation,  of Tenant, whether instituted by
or against Tenant or the  appointment of a receiver or Trustee,  of the property
of Tenant;

     (7) The  taking  possession  of the  property  of Tenant by a  governmental
officer  or  agency  pursuant  to  statutory   authority  for  the  dissolution,
rehabilitation, reorganization or liquidation of Tenant;

     (8) Tenant's  making an assignment  for the benefit of  creditors,  whether
voluntary or involuntary;

     (9) Tenant's  interest under this Lease being sold or taken under execution
or other legal process;

     (10)  Levy upon or  attachn1ent  under  process,  attributable  to  Tenant,
against the Premises or any part thereof or Tenant's effects or interest therein
which is not satisfied or dissolved  within fifteen (15) days after such levy or
attachment.

     B.  Upon  Tenant's   default  or  breach  of  the  Lease  as  described  in
subparagraph A above,  Landlord, at its discretion,  may then exercise anyone or
more of the following options:

     (1) Terminate this Lease, remove all persons and property from the Premises
by summary  proceedings,  and take  possession  of the Leased  Premises by Court
Order unless abandoned or vacated,  all without prejudice to Landlord's right to
collect  from  Tenant any rent or other sums which  became  payable to  Landlord
prior to such  termination,  together  with all  damages  suffered  by  Landlord
resulting from Tenant's default hereunder;

     (2) Landlord,  without  termination of this Lease, upon Tenant's default or
breach of this Lease,  as set forth in  subparagraph A above,  may at Landlord's
option,  evidenced  by written  notice to Tenant,  terminate  Tenant's  right to
possession  and  enter  upon and  rent the  Leased  Premises  at the best  price
obtainable by  commercially  reasonable  efforts,  for any term  Landlord  deems
proper and  commercially  reasonable.  Tenant  shall upon receipt of such notice
surrender  possession  of the  Leased  Premises  to  Landlord  and remove all of
Tenant's  property  therefrom;  and remove all persons and  property  therefrom,
using such force as may be necessary without being guilty of trespass,  forcible
entry or  detainer  or other tort.  Tenant  shall be liable to Landlord  for the
deficiency,  if any,  between the amount of all Rent  reserved in this Lease and
the net rent,  if any,  collected by Landlord in reletting  the Leased  Premises
(the "Net Rent"),  which  deficiency  shall be due and payable by Tenant for the
period in which Rent reserved in the Lease would have been due and payable.  Net
Rent shall be computed by deducting from gross rents  collected all expenses and



costs  of  whatever  nature  reasonably   incurred  by  Landlord  in  reletting,
including,  but not limited to reasonable  attorneys' fees, broker's commissions
and the cost of renovating or remodeling the Leased Premises.

     (3) In the event  Landlord  elects to terminate  this Lease as  hereinabove
provided,  Landlord may, in addition to any other remedies it may have,  recover
from Tenant all damages Landlord may incur by reason of such default,  including
the cost of recovering the Premises,  reasonable  attorneys' fees, and any other
cash  concession  (which  shall be  amortized  over the Term of this  Lease) and
including  the amount of Rent  reserved in this Lease for the  remainder  of the
Term  less  amounts  received  upon  reletting,  all of which  amounts  shall be
immediately  due and payable from Tenant to  Landlord.  The term  "reserved"  as
applied to Rent shall mean any and all  payments  to which  Landlord is entitled
hereunder during the entire Term of this Lease.

     (4) Landlord may declare the entire remaining unpaid Rent for the Lease and
other charges due  hereunder to be  immediately  due and payable,  and take such
action  available  to Landlord  to recover and collect the same,  subject to (3)
above.

     (5) Landlord may exercise any and all rights and  privileges and pursue any
remedy that Landlord may have under the laws of the State of Florida.

     C. Any  installment  of Rent herein  required to be paid by Tenant which is
not paid when due, shall bear interest at the rate of (i) four percent (4%) over
the prime rate published by the Wall Street  Journal,  as such rate changes from
time to time  provided  that such  rate  does not  exceed  the  maximum  rate of
interest  permitted to be contracted for by applicable law (the "Maximum  Rate")
and if such rate does exceed the Maximum  Rate,  then the interest rate shall be
the Maximum Rate, from the due date until paid, as a late charge for the purpose
of  reimbursing  Landlord  for  expenses  incurred by reason of such  failure by
Tenant and not as a penalty.  The interest so charged  shall be  collectible  as
Additional Rental.

     D. All of Landlord's rights and remedies after a default by Tenant, whether
expressly stated above or whether available at law or in equity, shall be deemed
separate  and  cumulative,  and the  exercise of anyone  right or the pursuit of
anyone  remedy shall not preclude  Landlord from  exercising  any other right or
pursuing any other remedy.

     E. Landlord shall have, upon default in payment of Rent by Tenant, alien in
the  principal  amount  of Rent  in  default,  upon  the  furniture,  machinery,
equipment,  fixtures and property usually kept on the Leased Premises, and owned
by  Tenant,  regardless  of  whether  Tenant or another  has  possession  of the
property mentioned.

     F. All agreements,  covenants, conditions and provisions to be performed or
observed  by Tenant  under this Lease  shall be at its sole cost and expense and
without  any  abatement  of Rent.  If Tenant  shall fail to pay any sum of money
other than Rent,  required to be paid by it  hereunder  or shall fail to perform
any other act on its part to be performed hereunder, Landlord may, but shall not
be  obligated  so to do,  and  without  waiving  or  releasing  Tenant  from any
obligations  of Tenant,  make any such  payment or perform any such other act on
Tenant's part to be made or performed as this Lease  provides.  All sums so paid
by Landlord and all necessary incidental costs shall be deemed Additional Rental
hereunder  and shall be payable to Landlord on demand,  together  with  interest
thereon at the rate of four  percent  (4%) over the prime rate  published by the
Wall Street  Journal,  as such rate changes from time to time provided that such
rate does not exceed the Maximum Rate of Interest  permitted by  applicable  law
and if such rate exceeds the Maximum  Rate then the  interest  rate shall be the



Maximum Rate,  from the date of expenditure by Landlord to the date of repayment
by Tenant,  and Landlord shall have (in addition to any other right or remedy of
Landlord)  the same rights and  remedies in the event of  nonpayment  thereof by
Tenant as in the case of default by Tenant in the payment of Rent.

     G. The rights  given to Landlord  herein are in addition to any rights that
may be given to Landlord by a statute or under law.

     H. In the event of default,  re-entry or termination of this Lease prior to
the  expiration of the term or  dispossession  by summary  proceeding,  Landlord
shall use its good faith  commercially  reasonable  efforts and Tenant shall use
good faith commercially reasonable efforts to relet the Leased Premises in order
to mitigate damages.

     II. BY LANDLORD

     A.  The  occurrence  of  anyone  or  more  of the  following  events  shall
constitute a default hereunder by Landlord:

     (1) The making by  Landlord of any  general  assignment  for the benefit of
creditors,  whether  voluntary  or  involuntary;  (2) the  filing by or  against
Landlord of a petition to have  Landlord  adjudged a bankrupt or a petition  for
reorganization or arrangement under any law relating to bankruptcy  (unless,  in
the case of a petition  filed  against  Landlord,  the same is dismissed  within
sixty  (60)  days);  (3)  the  appointment  of a  trustee  or  receiver  to take
possession of substantially all of Landlord's  assets or of Landlord's  interest
in the Building,  where possession is not restored to Landlord within sixty (60)
days; (4) the attachment,  execution or other judicial  seizure of substantially
all of Landlord's  assets or of Landlord's  interest in the Building  where such
seizure is not  discharged  within fifteen ( 15) days; or (5) the failure of the
Landlord after thirty (30) days' written notice to undertake to perform  repairs
for  which it is  obligated  or to  perform  any of its  covenanted  obligations
hereunder;  (6) the material  breach of any of Landlord's  representations  made
herein.

     B. In the event of any such default by  Landlord,  in addition to any other
remedies available to Tenant at law or in equity, Tenant shall have the right to
pay any amount due hereunder to Landlord,  whether as rent or otherwise, into an
escrow  account  until the  adjudication  of the amount of  Tenant's  damages by
reason of Landlord's default.

     C. All rights, options and remedies of Tenant contained in this Lease shall
be construed and held to be cumulative, and no one of them shall be exclusive of
the  other,  and  Tenant  shall  have the right to pursue  anyone or all of such
remedies or any other remedy or relief which may be provided by law,  whether or
not stated in this Lease.  No waiver of any default of Landlord  hereunder shall
be  implied  from any  omission  by Tenant to take any action on account of such
default if such  default  persists or is repeated,  and no express  waiver shall
affect defaults other than as specified in said waiver.  The consent or approval
of Tenant to or of any act by Landlord  requiring  Tenant's  consent or approval
shall not be deemed to waive or render unnecessary  Tenant's consent or approval
to or of any subsequent similar acts by Landlord.


     16. ASSIGNMENT AND SUBLETTING.  Tenant shall not, without the prior written
consent of Landlord which consent may be not  unreasonably  withheld or delayed,
assign this Lease or any interest thereunder, or sublet the Leased Premises, the
Building or any part thereof, or permit the use of the Premises and the Building
by any party other than the  Tenant.  As used  herein the term  subtenant  shall



include any assignee of the Lease or any interest  therein.  Tenant shall submit
to Landlord a written request for the consent of the Landlord to such assignment
or subletting which request shall be accompanied by the name of the subtenant, a
copy of the proposed  sublease,  the nature and character of the business of the
proposed subtenant,  the proposed use of the Leased Premises,  current financial
information on the subtenant,  and such  additional  information as Landlord may
reasonably request.  Consent by Landlord to one assignment or sublease shall not
destroy or waive this provision,  and all later  assignments and subleases shall
likewise  be made only upon the prior  written  consent of  Landlord.  Assignees
shall become liable directly to Landlord for all obligations of Tenant hereunder
without relieving  Tenant's liability under this Lease subject to the terms of a
sublease.  Notwithstanding  the foregoing,  it is expressly  understood that any
wholly-owned  subsidiary  of Tenant may occupy the Leased  Premises  without the
consent of the Landlord.

     Tenant  agrees that the  instrument  by which any  assignment or subletting
consented  to by Landlord  is  accomplished  shall  expressly  provide  that the
assignee or subtenant  will perform and observe all the  agreements,  covenants,
conditions  and  provisions  to be  performed  and observed by Tenant under this
Lease subject to the terms of a sublease as and when  performance and observance
is due and that  Landlord  will  have  the  right to  enforce  such  agreements,
covenants,   conditions  and  provisions   directly  against  such  assignee  or
subtenant.  Tenant shall in all cases remain  responsible for the performance by
any  subtenant or assignee or all such  agreements,  covenants,  conditions  and
provisions.  Any assignment or subletting  without an instrument  containing the
foregoing  provision  shall be void and shall,  at the  option of the  Landlord,
constitute  a default  that  entitles  Landlord to  terminate  this Lease unless
rectified within thirty (30) days after written notice.

     In the event  Tenant  notifies  Landlord of Tenant's  intent to sublease or
assign this Lease, and provides Landlord with the required information as stated
above,  Landlord  shall  within ten (10) days from  receipt  of such  notice (i)
consent to such proposed subletting, or (ii) refuse such consent, or (iii) elect
to cancel  this Lease.  In the event of  Landlord's  election to cancel,  Tenant
shall have ten (10) days from receipt of such notice in which to notify Landlord
of Tenant's  acceptance  of such  cancellation  or Tenant's  desire to remain in
possession of the Leased  Premises  under the terms and  conditions  and for the
remainder  of the Term of this  Lease.  In the event  Tenant  fails to so notify
Landlord of Tenant's  election  to accept  termination  or to continue as Tenant
hereunder,  such  failure  shall be deemed an  election  to  terminate  and such
termination  shall be effective as of the end of the ten (10) days from the date
of  Landlord's  notice.  In the event a sublease or assignment is made as herein
provided,  Tenant  shall  reimburse  Landlord  for  all  of the  reasonable  and
necessary  legal and accounting  services  required in order to accomplish  such
assignment or subletting.

     The following are additional conditions and restrictions upon assigl1illent
or subletting by Tenant:

     (1) Any sublease or assignment  shall be expressly  subject and subordinate
to all of the terms and provisions of this Lease;

     (2) Tenant  agrees not to list or otherwise  publicly  advertise the Leased
Premises for assignment or subletting at a rental rate less than (a) the rate of
the Monthly  Rent then  payable  hereunder  for the  Premises or (b) the rate at
which Landlord is then offering  comparable  space in the Premises (and Landlord
agrees,  upon  written  request  from  Tenant,  to advise  Tenant of such rate),
whichever is higher; however, Tenant may negotiate a lesser rate; and


     (3) If  Tenant  shall  sublet  or assign  all or a  portion  of the  Leased
Premises for a rental in excess of the total Rent stipulated herein, which is or
may become due and owing, then Tenant shall pay to Landlord as Additional Rental
fifty percent (50%) of all of such excess amount after subleasing  expenses.  In
addition,  Tenant shall also pay to Landlord, as Additional Rental fifty percent
(50%) of all  other  profit,  gain,  or  consideration  realized  by  Tenant  in
connection with the subletting or assignment.

     (4) Such subletting or assignment shall not cause Landlord any cost, and if
Landlord  incurs any cost  whatsoever,  then Tenant  agrees to pay as Additional
Rental all normal and ordinary costs,  including,  but not limited to, brokerage
fees,  legal fees,  management  fees, and the cost associated with improving the
Premises.

     (5) With respect to subletting less than all the Leased Premises, Tenant at
its sole cost and expense,  shall provide and permit reasonable means of ingress
to and egress from the space sublet by Tenant.

     If Landlord terminates this Lease as set forth herein,  Landlord may, if it
elects,  enter into a new lease covering the Premises with the intended assignee
or subtenant on such terms and conditions as Landlord and such person may agree,
or enter into a new lease covering the Leased  Premises,  with any other person;
in such event,  Tenant  shall not be  entitled to any portion of the profit,  if
any,  which Landlord may realize on account of such  termination  and reletting,
nor shall Tenant be entitled to a finder's fee, broker's commission, or any such
other fee.  From and after the date of such  termination  of this Lease,  Tenant
shall have no further  obligation  to Landlord  hereunder  with respect to these
Leased Premises,  except for matters occurring or obligations  arising hereunder
prior to the date of such termination.

     Landlord  covenants  and  agrees  that it will not  withhold  or delay  its
consent to the sale, assignment,  merger,  consolidation or other combination of
Tenant's operation with another, wherein operation control of Tenant is acquired
by another.

     If Tenant's interest in this Lease is assigned or if the Leased Premises or
any part thereof are subject to, or occupied  by, or used by,  anyone other than
Tenant,  regardless  of whether this is in violation of this  paragraph 16, then
Landlord may,  after default by Tenant,  accept from any assignee,  sublessee or
anyone who claims  aright to the  interest of Tenant  under this  Lease,  or who
occupies any part or the whole of the Leased Premises the payment of Rent and/or
the performance of any of the other  obligations of Tenant under this Lease, but
such acceptance  shall not be deemed to be a waiver by Landlord of the breach by
Tenant of the  provisions of this  paragraph  16, nor a recognition  by Landlord
that any such  assignee,  sublessee,  claimant or occupant has  succeeded to the
rights of Tenant  hereunder,  nor a release by Landlord  of Tenant from  further
performance  by Tenant of the covenants on Tenant's  part to be performed  under
this Lease;  provided,  however,  that the net amount of rent collected from any
such assignee,  sublessee,  claimant or occupant shall be applied by Landlord to
the Rent to be paid hereunder.

     17.  CONDEMNATION/EMINENT  DOMAIN.  If the whole of the  Premises  shall be
condemned, or purchased in lieu of condemnation, by any competent authority, for
any public  purpose,  then,  this Lease shall cease and terminate  from the time
when the  possession  shall be  required  for such use or  purpose  and the Rent
including unearned prepaid rent, if any, shall be apportioned accordingly.


     A. If any part of the  Leased  Premises  shall be  taken  or  condemned  or
purchased in lieu thereof by any  competent  authority  for any public  purpose,
provided  the balance of the Leased  Premises  remaining  cannot be  effectively
utilized by Tenant for office space even if the  condemnation  proceeds are used
to restore or repair the Leased  Premises,  then Tenant shall have the option to
cancel this Lease  (effective as of the time that  possession  shall be required
for such public use or purpose) by Tenant, giving Landlord written notice within
twenty (20) days after  receipt of notice of the  condemnation  from Landlord or
from the governmental authorities,  whichever occurs first, or in the absence of
such notice,  within a  reasonable  time after the taking  occurs.  If Tenant is
entitled to exercise  said option to  terminate  and does so, all rents shall be
prorated to the date Tenant is required to  surrender  possession.  In the event
Tenant is not  entitled  to cancel the Lease,  or if it is entitled to do so but
does not exercise its option,  Landlord shall use the net proceeds received from
the condemnation for repair and restoration of the Premises,  and Tenant will be
responsible  for the Rent as heretofore  set forth to the date of such taking or
purchase; after which date the Rent and Additional Rent herein reserved shall be
reduced  proportionately  as the usable floor area of the remaining leased space
in the Leased Premises  compares to the usable floor area of the Leased Premises
before such taking or purchase  and Tenant shall have no future  liability  with
respect to the pro rata portion of the Rent for the unusable area resulting from
the condemnation.

     B.  Landlord and Tenant  hereby agree that any award or proceeds  resulting
from a  condemnation  or  purchase  in lieu  thereof of the whole or part of the
Premises shall belong solely to Landlord,  and Tenant hereby waives any right to
make any claim therefore as the result of this Lease;  provided,  however,  that
Tenant shall not be prevented  from pursuing any claim that Tenant has under the
laws of the State of Florida against the condemning  authority,  so long as such
claim will not diminish Landlord's award.

     C. If there shall be taken during the term of this Lease any substantial or
material  part of- the Leased  Premises and the Landlord  decides not to restore
the Leased  remises,  Landlord  may,  upon thirty  (30) days'  notice to Tenant,
terminate this Lease.

     18. ACCESS TO PREMISES.

     A. Landlord and  Landlord's  agents,  employees,  or vendors shall have the
right to enter the Leased  Premises,  by passkey or otherwise,  at any time upon
reasonable  advance notice to Tenant under the  circumstances  (except no notice
shall be required in the case of an emergency)  for any purpose  which  Landlord
may  deem  necessary  for any  installation  in or  operation  of the  Building,
including  without  limitation,  the  exhibiting  of the Leased  Premises or the
Building to prospective purchasers, mortgagees or tenants. In addition, Landlord
shall have the right to take all  necessary  materials  and  equipment  into the
Leased Premises and to store the same within during construction or while making
necessary  repairs and  maintenance  so long as Landlord has  acquired  Tenant's
prior written  consent,  which consent shall not be unreasonably  withheld.  Any
entry and activity by the Landlord,  as permitted under this paragraph 18, shall
not entitle  Tenant to any rent  abatement,  shall not constitute an eviction of
Tenant  and  shall  not in any way  violate  the  Lease or any  portion  hereof.
Landlord  covenants  that it will use its  commercially  reasonable  efforts  to
minimize any  interference  with, or interruption of, the business of the Tenant
in making such repairs or performing  maintenance work. This paragraph shall not
release  Tenant from providing  reasonable  security  precautions  equivalent to
those provided to its own employees, licensees, and invitees.


     B.  During the last sixty (60) days of the Lease  Term,  and with  Tenant's
written consent, which consent shall not be unreasonably withheld, if Tenant has
removed  all or  substantially  all of its  property  from the Leased  Premises,
Landlord may  immediately  enter the Leased  Premises and renovate or redecorate
the Leased  Premises  without  reduction  or  abatement  of rent,  or  incurring
liability  to Tenant  for any  compensation  and such act or acts  shall have no
effect on this Lease or Tenant's obligations hereunder.

     19. TENANT RISK.  Tenant agrees that all personal property brought into the
Premises by Tenant,  its employees,  licensees and invitees shall be at the sole
risk of Tenant.  Landlord  shall not be liable for theft thereof or of any money
deposited  therein or for any damages  thereto;  such theft or damage  being the
sole responsibility of Tenant.

     20. SUBORDINATION AND ATTORNMENT.

     A. This Lease is  subject  and  subordinate  to any  mortgage  which now or
thereafter  encumbers or affects the  Building  and/or the Premises on which the
Building  is  situated,  and to  all  renewals,  modifications,  consolidations,
replacements and extensions thereof. This clause shall be self -operative and no
further  instrument  of  subordination  need be  required  by any  mortgagee  or
Landlord. In confirmation of such subordination,  however,  Tenant shall, within
ten (10) business days of Landlord's  request,  promptly execute any appropriate
certificate or instrument that landlord may reasonably  request. In the event of
the  enforcement by the holder of any such  instrument of the remedies  provided
for by law or b)' such mortgage or land lease,  Tenant will, upon request of any
person or party  succeeding  to the  interest  of  Landlord  as a result of such
enforcement,  automatically  become  the  Tenant  of such  successor-in-interest
without  change in the terms or other  provision of this Lease.  Upon request by
such  successor-in-interest,  Tenant shall  execute and deliver an instrument or
instruments confirming the attornment herein provided for. Landlord agrees that,
concurrently with the execution of the Lease, it will endeavor to provide Tenant
with  commercially  reasonable non- disturbance  agreement(s) in favor of Tenant
from any ground lessors,  mortgage holders or lien holders then in existence, in
a form reasonably satisfactory to Tenant. Said non-disturbance  agreements shall
be in recordable form and may be recorded at Tenant's election and expense.

     B. If at any time  during  the term of this  Lease  after the  Commencement
Date,  the Leased  Premises or the real property of which the Premises is a part
becomes  subject  to any  mortgage  liens or other  encumbrances,  Landlord,  at
Tenant's request,  provided that Tenant is not in default under this Lease, will
use good-faith efforts to deliver to Tenant a non-disturbance  agreement of such
other mortgagee, lessor or lienholder promptly after Tenant's request therefore.
The  non-disturbance  agreement  shall  be  in  form  and  substance  reasonably
satisfactory  to Tenant  and  provide  that so long as Tenant is not in  default
under this Lease,  Tenant's  possession of the Premises will not be disturbed by
such  mortgagee,  lessor or  lienholder  in the  exercise of any right or remedy
under any note,  mortgage,  assignment  of leases,  deed of trust,  or otherwise
available at law or in equity.

     21. ESTOPPEL.  Tenant shall, from time to time, upon not less than ten (10)
days' prior written  request by Landlord,  execute,  acknowledge  and deliver to
Landlord a written estoppel  certificate in such form as Landlord may reasonably
require,  certifying  that this Lease is unmodified and in full force and effect
(or if there have been  modifications  that the same is in full force and effect
as modified and stating the modification), the dates to which the rent and other
charges  have been paid,  whether or not to the best of the  Tenant's  knowledge
Landlord  is in  default  hereunder  (and if so,  specifying  the  nature of the
default),  and such other matters as may be  reasonably  required by Landlord or
the holder of any mortgage to which the Premises are subject,  it being intended
that any such  statement  delivered  pursuant to this paragraph 21 may be relied



upon  by  a  prospective  purchaser  of  Landlord's  interest  or  mortgagee  of
Landlord's interest or assignee of any mortgage or deed of trust upon Landlord's
interest in the Premises.

     22. TENANT'S  INSURANCE.  Tenant shall, at its expense,  at all time during
the term of this Lease  maintain in force a policy or policies of  comprehensive
public liability  insurance,  including property damage,  written by one or more
responsible insurance companies licensed to do business in the State of Florida,
insuring  Tenant  and  naming  Landlord  as an  additional  insured  and  as the
certificate  holder thereof,  against claims for loss of life, bodily injury and
property  damage  occurring in, on or about the Premises or the Building or with
respect to the business  operated by Tenant in the Leased  Premises in which the
limit of public  liability  coverage  shall be not less than  $2,000,000.00  for
combined single limit bodily injury, death, and property damage liability.  Each
such policy of insurance shall not be cancellable or amendable for any cause, if
such cancellation or amendment might in any way  detrimentally  affect Landlord,
without first giving Landlord thirty (30) days' prior written notice.  A copy of
a certificate of said insurance  shall be delivered to Landlord on or before the
commencement of the term of this Lease,  and upon  Landlord's  request copies or
certificates  with respect to all renewal,  extensions or  replacements  thereof
shall  thereafter  be furnished to Landlord at least ten ( 10) days prior to the
expiration or cancellation of any policies which they replace.

     23. SURRENDER OF PREMISES.

     A. Tenant shall,  upon the  termination of this Lease,  by lapse of time or
otherwise,  return the Leased  Premises to Landlord in as good condition as when
received, loss by fire or other unavoidable casualty and ordinary wear excepted.
It is understood and agreed that the exception made as to "loss by fire or other
unavoidable  casualty" does not include damages,  fires or casualties  caused or
contributed to by the act or neglect of Tenant, its servants, agents, employees,
invitees or licensees, and not compensated for by insurance.

     B. All permanent installations,  additions, fixtures and improvements in or
upon the Leased Premises, whether placed there by Landlord or Tenant, including,
without limitation,  paneling, decoration,  partitions,  railings, carpeting and
flooring, shall become the property of Landlord and shall remain upon the Leased
Premises at the  termination  of the Lease  without  compensation,  allowance or
credit to the Tenant.

     C. Any  furniture,  equipment,  machinery  or other  movable  property  and
furnishings  brought onto the Premises during Tenant's occupancy thereof and not
removed at the  termination  of the Lease may be  handled,  removed or stored by
Landlord,  at the cost,  expense  and risk of  Tenant,  with no  liability  upon
Landlord for loss or injury thereto and without prejudice to Landlord's lien and
privilege  securing  all sums due  hereunder.  Tenant shall pay Landlord for all
expenses  incurred by Landlord in such removal and storage  charges against such
property  so long  as the  same  shall  be in  Landlord's  possession  or  under
Landlord's  control.  All property not removed from the Premises or retaken from
storage by Tenant within thirty (30) days after the  termination  of this Lease,
however terminated, shall be conclusively deemed to have been conveyed by Tenant
to Landlord as by bill of sale without  further payment or credit by Landlord to
Tenant.

     24.  HOLDING  OVER.  Tenant  acknowledges  that  possession  of the  Leased
Premises must be surrendered to Landlord at the expiration or sooner termination
of the Term of this  Lease.  Tenant  agrees  that if  possession  of the  Leased
Premises is not  surrendered  to Landlord  within 24 hours after the date of the
expiration or sooner  termination  of the term of this Lease,  then Tenant shall
pay to Landlord  for each month and for each  portion of any month  during which



Tenant  holds  over in the  Leased  Premises  after  the  expiration  or  sooner
termination or the term of this Lease,  without the express  written consent and
approval of Landlord, a sum equal to 150% times the aggregate of that portion of
the Monthly  Rental and 100% of  Additional  Rental which was payable under this
Lease during the last month of the term hereof.  Nothing herein  contained shall
be deemed to permit Tenant to retain possession of the Leased Premises after the
expiration  or  sooner  termination  of the term of this  Lease.  The  aforesaid
provision of this Article shall survive the expiration or sooner  termination of
the term of this Lease.

     25. NAME AND ADDRESS OF BUILDING. Landlord shall have the right to name and
from time to time change the name of the Building.

     26. AIR RIGHTS. This Lease does not grant any rights to light, view and air
over property.

     27  FAILURE  TO INSIST ON STRICT  PERFORMANCE.  The failure of Landlord  to
insist, in anyone or more instances,  upon a strict  performance of any covenant
of this Lease shall not be construed as a waiver or relinquishment  thereof, but
the same shall  continue  and remain in full force and  effect.  The  receipt by
Landlord  of rent  with  knowledge  of the  breach  of any  covenant  of  Tenant
hereunder shall not be deemed a waiver of the rights of Landlord with respect to
such breach,  and no waiver by Landlord of any provision  hereof shall be deemed
to have been made unless expressed in writing and signed by the Landlord.

     28. Intentionally Deleted.

     29.  PROHIBITION OF MECHANICS' LIENS.  Tenant shall use its best efforts to
preclude from creating or allowing to be created against  Landlord's title to or
interest in the Premises, any mechanic's,  materialman's or laborer's liens, and
further expressly agrees to notify, prior to the commencement of any work or the
provision of any materials,  all persons who might claim by,  through,  under or
against  Tenant  that Tenant has no power or  authority  to subject the title or
interest of  Landlord,  as fee owner of the Premises  and the  Building,  to any
claim for any such lien.  Tenant  further  agrees to notify all persons  dealing
with Tenant that they shall look solely to the Tenant for the payment of any and
all  charges  incurred  in  improving,  maintaining  and  repairing  the  Leased
Premises.  In the event that any claim of lien or similar encumbrance is created
against  the  Premises  arising  out of the acts or in action of Tenant,  Tenant
shall cause to have samee moved within  fifteen (15) business days by payment or
by transferring said lien to bond.

     30. COMPLIANCE  WITH LAW AND ORDINANCES.  The Tenant shall promptly  comply
with all statutes,  ordinances,  rules, orders,  regulations and requirements of
any Federal, State, or Municipal Government and of any and all their departments
and agencies  applicable to said Premises,  for the  correction,  prevention and
abatement of  nuisances or other  grievances,  in, upon,  or connected  with the
Leased  Premises  during the Lease term.  Tenant shall also promptly comply with
all rules, order and regulations of the Southeastern  Underwriter's  Association
for the prevention of fires, at Tenant's sole expense.  Landlord,  at Landlord's
sole cost and  expense,  shall ensure that the Building and the Premises are not
violative of the  requirements  of the Americans With  Disabilities  Act and any
other codes and/or laws  governing the  property,  in force and effect as of the
date of construction of the improvement in question.


     31. RULES AND  REGULATIONS.  Tenant  shall  observe  and  comply  with such
additional  reasonable  rules and  regulations  as Landlord may  prescribe  upon
written  notice to Tenant for the safety,  care and  cleanliness of the Building
and  Premises,  and the  comfort,  quiet  enjoyment  and  convenience  of  other
occupants  of the  Development;  provided,  however,  that  all  tenants  in the
building are treated equally.

     32. HAZARDOUS MATERIALS.  Tenant agrees to obtain  Landlord's prior written
consent to use, handle,  store or otherwise utilize  hazardous  materials and/or
substances  as  defined  from  time to time by  Federal,  State or Local  law or
regulation,  on the  Premises.  Landlord  reserves  the  right,  in its sole and
absolute discretion, to prohibit any such hazardous materials in the Premises or
Development  except for incidental  cleaning  purposes.  Tenant agrees to comply
with all  Federal,  State  and  local  laws and  regulations  pertaining  to the
handling, transport, storage, use and disposal of said hazardous materials. Upon
demand of Landlord, Tenant will submit material safety data sheets, permits, and
copies of manifests  including  use and  disposal  logs to Landlord for all such
hazardous materials handled, stored, or otherwise used on the Premises. Landlord
represents  that to the best of its knowledge the Building and Demised  Premises
are free from any hazard  substances which would require  remediation or removal
under OSHA or any Federal or State Environmental Laws or Rules.

     33. SIGNAGE. Tenant, at its sole cost and expense, may construct signage on
the Premises, Leased Premises and/or the Building, subject to Landlord's written
consent,  which will not be unreasonably  withheld and providing such signage is
consistent  in design and  appearance  with,  but not greater than 75 percent as
large as the approved signage for GE Capital,  which is depicted on the attached
Exhibit  "S".  Tenant's  sign shall also be in  conformity  with all  applicable
rules,  ordinances and laws promulgated by any applicable governmental or quasi-
governmental agency.  Tenant shall have the right to install exterior signage on
the east and south side of the Building.  Notwithstanding  anything above to the
contrary regarding signage costs and expenses, Tenant may utilize some or all of
the Tenant Improvement Allowance for signage.

     34. PARKING.

     A. Landlord shall maintain  parking  facilities as shown on Exhibit "P" for
the purpose of accommodating Tenant,  Tenant's invitees and employees.  Landlord
reserves the right to reasonably control the method,  manner and time of parking
and the  number of  parking  spaces.  Notwithstanding  the  foregoing,  Landlord
covenants  and  agrees to provide  Tenant  with at least One  Hundred  Ten (110)
parking spaces for the Building in an area as shown on Exhibit "P" to be used on
a  non-exclusive  basis and four (4) parking  spaces to be used on an  exclusive
basis.  If Tenant  feels that it does not have the use of One  Hundred Ten (110)
parking  spaces,  then Tenant shall give Landlord  written notice of the problem
and Landlord  shall have sixty (60) days from the date of receipt of such notice
to remedy the problem or designate  parking for Tenant's use.  Landlord  retains
the right, at its option, to reconfigure or restructure the existing parking lot
on the Premises so long as the net number of spaces  available to Tenant and set
forth herein is not reduced.

     B. In the event that any of the Premises are taken by any  governmental  or
quasi-governmental  entity  by way of  condemnation,  or if  Landlord  elects to
construct a raised parking garage on the Premises, Landlord shall have the right
under this Lease to move Tenant's parking spaces to another area so long as such
area is a  reasonable  distance  from the  Building in light of all the existing



circumstances  and so long as no other tenant of Landlord in the Fountain Square
Project is afforded exclusive parking privileges. If Tenant's parking spaces are
moved because of condemnation or the  construction of a raised parking garage on
the  Premises,  Tenant's use of the  replacement  facilities  shall be on a non-
assigned, non-exclusive basis.

     35.  BROKER  AND  INDEMNITY.  Landlord  is  responsible  to  pay a  leasing
commission  to Cushrnan & Wakefield ("C & W") in the amount of four percent (4%)
and to Smith,  Moses,  Morris and  Associates  in the amount of two percent (2%)
Tenant warrants and represents that it has not authorized or employed,  or acted
by implication to authorize or to employ,  any real estate broker or salesman to
act for it in  connection  with this Lease other than C & W.  Tenant  shall hold
Landlord  harmless from and indemnify  and defend  Landlord  against any and all
claims by any real estate broker or salesman,  other than C & Wand brokers dealt
with by  Landlord,  if any,  and Landlord  shall hold Tenant  harmless  from and
indemnify  and  defend  Tenant  against  any and all  claims by any real  estate
broker,  salesman, other than brokers dealt with by Tenant (except C & W), for a
commission or finder's fee as a result of Tenant and Landlord entering into this
Lease.

     36.  PUBLIC  AREAS.  Landlord  shall have the right at any time without the
prior written consent of Tenant and without the same constituting an eviction of
Tenant or  entitling  Tenant to any  abatement  or Rent,  and without  otherwise
incurring any liability to Tenant to change the  arrangement  and/or location of
(including the closing of) public entrances, passageways, parking areas, stores,
doorways,  corridors,  elevators,  escalators,  stairs,  toilets or other public
parts of the Premises and/or Building,  provided that in so doing, Landlord does
not deny Tenant and Tenant's agents,  invitees and licensees of reasonable means
of access to or use of the Premises and/or Building.

     37. QUIET  ENJOYMENT.  Landlord  covenants that so long as Tenant is not in
default  hereunder,  Tenant shall and may peaceably  and quietly have,  hold and
enjoy the  Leased  Premises  during  the term of this  Lease and any  renewal or
extension  hereof,  subject to the  provision of this Lease and any mortgages to
which the Premises are now or hereafter subject.

     38.  RELATIONSHIP TO THE PARTIES.  Nothing contained herein shall be deemed
or  construed  be the parties  hereto,  nor any third  party,  as  creating  the
relationship  of  principal  and  agent or of  partnership  or of joint  venture
between the parties  hereto,  it being  understood  and agreed that  neither the
method of computation of rent, nor any other provision contained herein, nor any
acts of the parties herein,  shall be deemed to create any relationship  between
the parties hereto other than the relationship of Landlord and tenant.

     39. CORPORATE TENANT.  Each person executing this Lease on behalf of Tenant
does  hereby  covenant  and  warrant  that (i) Tenant is duly  incorporated  and
validly existing on the laws of its state of incorporation,  (ii) Tenant has and
is qualified to do business in Florida,  (iii) Tenant has full  corporate  right
and  authority to enter into this Lease and to perform all Tenant's  obligations
hereunder, and (iv) each person (and both of the persons if more than one signs)
signing this Lease on behalf of the  corporation is duly and validly  authorized
to do so.

     40.  FORCE  MAJEURE.  This Lease and the  obligation  of Tenant to pay Rent
hereunder  and the  obligation  of  either  party to  perform  all of the  other
covenants  and  agreements  hereunder  on the part of that party to be performed
(except the payment of Rent) shall not be affected,  impaired or excused because
the other  party is unable to fulfill  any of its  obligations  under this Lease
expressly or implied to be performed by the other party or if the other party is



prevented or delayed from so doing by reason of catastrophic events,  casualties
and acts of God. Whenever a period of time is herein prescribed for action to be
taken by a party,  there shall be  excluded  from the  computation  for any such
period of time, any delays due in part or in whole by any of the  aforementioned
reasons.

     41. NOTICES.

A.   Any notice by either  party to the other  shall be valid only if in writing
     and shall be deemed to be duly given only if delivered  personally  or sent
     by courier  service,  by overnight  delivery  service,  or by registered or
     certified, postage prepaid, mail addressed to the following addresses:

To Tenant:

NetWolves Corporation
4002 North Eisenhower Blvd.
Tampa, FL

With a copy to:

Blau, Kramer,  Wactlar & Lieberman,  P.C. 100 Jericho Quadrangle  Jericho,  N.Y.
11753
Attention: David Lieberman, Esq.

To Landlord: Ted Moses
Smith, Moses, Morris 1500 Cordova Road Suite 300
Fort Lauderdale, Florida 33316 Phone: 954-765-1006 Fax: 954-765-1006

With a copy to: Charles v. George
Banyan Strategic Realty Trust 150 South Wacker Drive Suite 2900
Chicago, IL 60606
Phone: 312-553-9800 Fax: 312-553-0450

With a copy to: Robert G. Higgins
150 South Wacker Drive Suite 2900
Chicago, IL 60606
Phone: 312-553-9800 Fax: 312-553-0450

or at such other  address for either party as that party may designate by notice
to the other;  notice  shall be deemed  given,  if  delivered  personally,  upon
delivery thereof,  or if sent by courier service,  overnight delivery service or
if mailed, upon the posting thereof.

B.   Tenant hereby appoints as its agent to receive service of all dispossessory
     or distraint  proceedings,  the person in charge of Premises at the time of
     occupying the Leased  Premises;  and if there is no person  occupying same,



     then  such  service  may be made by  overnight  delivery  to  Tenant at the
     address  set forth  above with a copy by  overnight  delivery  to  Tenant's
     General Counsel as shown above.

     42. ENTIRE  AGREEMENT/NO  OTHER AGREEMENTS.  This Lease contains the entire
agreement of the parties hereto and no representations, inducements, promises or
agreements,  oral or  otherwise,  between the  Landlord  and Tenant not embodied
herein,  shall be of any force or effect.  Any agreement  hereafter made between
Landlord and Tenant shall be ineffective to modify,  release or otherwise affect
this Lease, in whole or in part,  unless such agreement is in writing and signed
by the party against whom said agreement is sought to be enforced.

     43.  CONSTRUCTION  OF LEASE.  Notwithstanding  the fact that this Lease may
have been prepared by Landlord, the language in all parts of this Lease shall in
all cases be construed as a whole according to its fair meaning and not strictly
for nor against either Landlord or Tenant.  Paragraph headings in this Lease are
for convenience only and are not to be construed as part of this Lease or in any
way defining, limiting or amplifying the provisions thereof. Landlord and Tenant
agree that in the event any term, covenant or condition herein contained is held
to be  invalid,  illegal  or  unenforceable  for any  reason,  by any  court  of
competent  jurisdiction,  the  invalidity or  unenforcablity  of any other term,
covenant or condition herein contained, it being the intention of the parties to
this Lease that in lieu of each such term, condition or covenant that is invalid
or unenforceable,  there added as a part of this Lease a provision as similar in
term to such  invalid or  unenforceable  term,  condition  or  covenants  may be
possible  and may be valid and  unenforceable.  Time is of the  essence  of this
Lease and of each and all provisions hereof.

     44. VENUE. This Lease is a Florida contract, to be interpreted and enforced
under and in accordance with the laws of the State of Florida.

     45. RADON GAS. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks
to persons who are exposed to it over time.  Levels of radon that exceed federal
and state  guidelines  have  been  found in  buildings  in  Florida.  Additional
information  regarding  radon  testing may be obtained  from your public  county
health unit.

     46. HEIRS AND ASSIGNS/PARTIES.

     A. The  provisions of this Lease shall bind and inure to the benefit of the
Landlord   and  Tenant,   and  their   respective   successors,   heirs,   legal
representatives,  and assigns,  it being  W1derstood that the term "Landlord" as
used in this Lease, means only the owner or the lessee for the time being of the
Premises. Tenant shall be bound to any succeeding party Landlord for performance
by Tenant of all the Terms, covenants and conditions of this Lease and agrees to
execute any  attornment  agreement not in conflict with the terms and provisions
of this Lease at the request of any such succeeding Landlord.

     B. The parties "Landlord",  and "Tenant", and pronouns relating thereto, as
used herein,  shall  include  male,  female,  singular and plural,  corporation,
partnership or individual, as may fit the particular parties.

     47.  EXPENSES  AND  ATTORNEYS'  FEES.  In the event of  litigation  arising
between  Landlord and Tenant as a result of this Lease,  the prevailing party in
such  litigation  shall be  reimbursed  by the other party for all costs of such
litigation,  whether before or after trial,  or on appeal,  or in any bankruptcy
proceeding,  including all reasonable attorneys' fees, paralegal fees, costs and
expenses.  Further, Tenant will pay to Landlord as additional rent hereunder all



reasonable attorneys' fees, including paralegal fees, costs and expenses and all
other expenses which may be incurred by Landlord as a result of any action taken
by Tenant in any litigation or negotiation in which Landlord shall,  without its
fault,  become  involved  though or because of this Lease.  Similarly,  Landlord
shall pay to Tenant,  by way of a credit  towards the monthly rent, all costs of
litigation,  including all reasonable attorneys' fees, including paralegal fees,
costs and expenses and all other  expenses  which may be incurred by Tenant as a
result of any action taken by Landlord in any litigation or negotiation in which
Tenant  shall,  without  its fault,  become  involved  though or because of this
Lease.

     48. REASONABLE MODIFICATION. If, in connection with obtaining any financing
for the  Building,  or for any  ground or under  lying  lease(s),  a  recognized
institutional  lender shall request reasonable  modifications in this Lease as a
condition  to such  financing,  Tenant  will not  withhold,  delay or defer  its
consent,  provided such  modifications do not increase the obligations of Tenant
hereunder or adversely  affect Tenant's  leasehold  interest or Tenant's use and
enjoyment of the Leased Premises.

     49. REASONABLE  CONSENT.  Landlord agrees not to unreasonably  withhold its
approval of or its consent to any act of Tenant,  where such approval or consent
is  required  by the  terms of this  Lease  and the  Lease  does  not  otherwise
specifically allow Landlord to withhold its consent in its discretion.

     50. SAVING PROVISION. If any provision of this Lease, or its application to
any situation shall be invalid or unenforceable to any extent,  the remainder of
this Lease, or the application thereof to situations other than that as to which
it is  invalid  or  unenforceable,  shall  not be  affected  thereby,  and every
provision  of this Lease shall be valid and  enforceable  to the fullest  extent
permitted by law.

     51. MISCELLANEOUS.

     A. All  obligations of Tenant or Landlord  hereunder not fully performed as
of the expiration or earlier termination of the term of this Lease shall survive
the expiration or earlier termination of the term hereof.

     B. Whenever a period of time is herein prescribed for action to be taken by
a party  herein,  said party shall not be liable or  responsible  for, and there
shall be excluded from the  computation  for any such period of time, any delays
due to cause of any kind whatsoever which are beyond the control of said party.

     C. In the  event  that  Landlord  shall  not  have  performed  any  duty or
obligation  required  of  Landlord  hereunder,  the same  shall  not be deemed a
default  under this Lease until such time as Tenant has given  Landlord not less
than thirty (30) days written notice and Landlord has not cured or in good faith
undertaken to cure such alleged default within such time period.

     52.  EFFECTIVENESS  OF LEASE.  This Lease  shall  have no binding  force or
effect and shall neither confer any rights nor impose any obligations, including
brokerage  obligations,  on either  Landlord  or Tenant  unless  and until  both
Landlord and Tenant shall execute this Lease and executed  counterparts  of this
Lease  shall have been  delivered  to Tenant and  Landlord  with the  applicable
security deposit and letter of credit described in paragraph 5 of this Lease.


     53. MANAGEMENT.  The building shall be managed by Landlord or its designee.
The Landlord's initial designee shall be:

Ted Moses
Smith, Moses, Morris
1500 Cordova Road Suite 300
Fort Lauderdale, Florida 33316

     54.  ADDENDA.  The addenda or ExJ1ibits  annexed hereto and executed by the
parties for  identification  herewith are made a part of this Agreement of Lease
for all purposes as though set forth in full herein.

     55. OPTION TO RENEW.  Tenant shall have a one five-year option to renew its
lease for all or part of the premises upon nine (9) months' prior written notice
to Landlord.  The rental rate for each renewal term shall be at the then current
market rate for the  Premises.  If the parties  cannot agree on the market rate,
the parties will agree to use  baseball-type  arbitration  to establish the fair
market  rate,  pursuant to which each party will  suggest a fair market rate and
the  arbitrator  shall be  required  to select  the more  reasonable  of the two
choices. The foregoing Option to Renew is hereby declared and acknowledged to be
subject and  subordinate  to all rights now existing or hereafter  granted to GE
Capital (or its successor) for expansion into all or part of the Leased Premises
or any right of first  refusal  now or  hereafter  granted to GE Capital (or its
successor) in connection with the Leased Premises.

     56.  RIGHT OF FIRST OFFER.  Provided:  (i) this Lease is then in full force
and effect,  and (ii) Tenant is not then in default of this Lease,  Tenant shall
have a  continuing  right of first offer  ("Right of First  Offer") to lease any
portion of the I 51 floor of the  Building  which  becomes  available  for lease
during the Term (including the renewal term) of this Lease,  upon the prevailing
market rate and terms to be coterminous with the initial Lease.  Additionally if
Tenant  exercised  the right of first offer than Tenant will increase the Letter
Of Credit proportionately and shall have the same termination rights as provided
in the initial Lease to cover the unamortized portion of the tenant improvements
and commissions.  Landlord shall notify Tenant of the location and rentable area
of the space and when such space will be  available.  Tenant shall have ten (10)
business  days  (excluding  Saturday,  Sunday and holidays  observed by national
banks in Tampa) to notify Landlord of its exercise of this Right of First Offer.
If Tenant fails to notify  Landlord in writing  within ten (10) business days of
its exercise of this Right of First Offer,  Landlord may lease the space (or any
part thereof) to a third party.

IN WITNESS  HEREOF,  the parties have hereunto set their hands and seals,  as of
the day and year first above written. TENANT:

NetWolves Corporation

/s/ Walter M. Groteke

Chairman

/s/ Peter C. Castle

Secretary

Attest: Its:

LANDLORD:

BSRT Fountain Square L.L.C.

an Illinois Limited Liability Company

Vice President

Secretary



EXHIBIT"B"

A tract of land lying in the  Northwest  1/4 of Section  7,  Township  29 South,
Range 18 East,  Hillsborough County,  Florida, being more particularly described
as follows:

From the  Northwest  comer of  Section  7,  Township  29  South,  Range 18 East,
Hillsborough  County,  Florida, run thence S. 00- 19' 53" W., 109.28 feet, along
the West  boundary line of the Northwest 1/4 of said Section 7; thence S.89- 40'
07" E., 30.00 feet to the East  right-of-way  line of GEORGE ROAD; run thence N.
39- 17' 32" E., 25.52 feet, along  Intersection  right-of-way  line for MEMORIAL
HIGHWA y (STATE ROAD NO.  S-576);  thence S. 89- 58' 39" E., 242.01 feet,  along
the South  right-of-way line of MEMORIAL HIGHWA y (STATE ROAD NO. S-576), to the
beginning  of a curve to the right;  thence  Easterly,  298.44  feet,  along the
curved  Southerly  right- of-way line of said MEMORIAL  HIGHWAY (having a radius
of5682.58 feet, a central angle of 03- 00' 33", and a chord bearing and distance
ofS.88- 28' 23" E., 298.41 feet),  to a point of reverse curve;  thence Easterly
242.02 feet, along the curved Southerly right-of-way line of said MEMORIAL HIGHW
AY (being a curve to the left,  having a radius of 5776.58 feet, a central angle
of 02- 24' 02",  and a chord  bearing a  distance  of S. 88- 08' 55" E.,  241.99
feet), to a point of right- of-way change;  thence S.OO- 08' 40" W., 12.00 feet,
along the right-of-way  line on the South side of said MEMORIAL H[GHWA Y; thence
Easterly,  49.60 feet  along the,  curved  Southerly  right-of-way  line of said
MEMORIAL HIGHW AY (being, a curve to the left,  having a radius of 5788.58 feet,
a central  angle of 00- 29' 31", and a chord  bearing and distance of S. 89- 36'
53" E., 49.60 feet),  to the end of said curve;  thence S.89- 51' 39" E., 350.39
feet, along the South  right-of-way line of said MEMORIAL HIGHWAY;  thence S.48-
57' 56" E., 94.63 feet,  along  Intersection  right-  of-way  line,  to the West
right-of-way line of EISENHOWER BOULEVARD (STATE ROAD NO. 589); thence S.OO- 25'
30" W., 1056.30 feet, along the West right-of-way line of said EISENHOWER BOULEV
ARD for a point of Beginning;  thence  continue,  S.00- 25' 30" W., 486.68 feet,
along  the  West  right-of-way  line  of  said  EISENHOWER  BOULEV  ARD  to  the
Intersection  right-of-way line of GUN CLUB ROAD; thence S.45- II' 30" W., along
said Intersection  right-of-way line, 50.79 feet to Northerly  right-of-way line
of said  GUN CLUB  ROAD;  thence  S.  85- 10' 09" W.,  489.25  feet,  along  the
Northerly  right-of-way  line of said GUN CLUB ROAD; thence 23.07 feet along the
arc of a curve to the  right,  said  curve  having a radius of 43.00  feet and a
chord of 22.79 feet which  bears N. 14- 56' 39" W .; thence N. 00- 25' 30" E., a
distance  of274.58  feet;  thence  204.68  feet  along the arc of a curve to the
right, said curve having a radius of381.00 feet and a chord of202.23 feet, which
bears N. 14- 57' 55" W.;  thence N. 63- 00' 52" E., a distance  of 101.24  feet;
thence 125.34 feet along at the arc of a curve to the right, said curve having a
radius of 262.00 feet and a chord of 124.15 feet, which bears N. 76- 43' II" E.;
thence S. 89- 34' 30" E., a distance of 372.18  feet to the Point of  Beginning;
containing 6.63 acres, more or less.



EXHIBIT "C"

RULES AND REGULATIONS

(a) Tenant shall faithfully observe and comply with the rules and regulations of
the Building as may be included in this Lease and modified or added to from time
to time by the Landlord.  Landlord  shall not be  responsible  to Tenant for the
nonperformance  of any of said  Rules and  Regulations  by any  other  Tenant or
occupant of the Building.

(b) The sidewalks,  entry passages,  corridors,  halls, elevators, and stairways
shall not be  obstructed by Tenant or used by it for other than those of ingress
and egress. The floors, skylights and windows that reflect or admit light in any
place in said Building  shall not be covered or obstructed by Tenant.  The water
closets and other water  apparatus shall not be used for any other purpose other
than those for which they were constructed,  and no sweeping,  rubbish, or other
obstructing substances shall be tl1fown therein.

(c) No sign, placard,  picture,  name,  advertisement or notice visible from the
exterior of any  TenaI1t's  Premises  shall be  inscribed,  painted,  affixed or
otherwise  displayed by any Tenant on any part of the Building without the prior
written consent of Landlord.  Materials  stored or placed by Tenant visible from
outside the Building will not be permitted.

(d) The Premises shall not be used for the storage of merchandise  held for sale
to the general  public or for lodging.  No cooking shall be done or permitted on
the Premises except private use by Tenant of Underwriters'  Laboratory- approved
equipment for brewing coffee, tea, hot chocolate and similar beverages.  Vending
machines and  refrigerators  shall be permitted in the Leased Premises  provided
the same are properly maintained and serviced-

(e) No Tenant  shall  employ  any person or  persons  other than the  janitor of
Landlord for the purpose of cleaning its Leased Premises unless otherwise agreed
to by Landlord in writing.  Except  with the  written  consent of  Landlord,  no
person or persons  other than those  approved by Landlord  shall be permitted to
enter the Building for the purpose of cleaning the same.  Landlord  shall not be
responsible  to any Tenant for any loss of  property  on the  Premises,  however
occurring, or for any damage done to the effects of any Tenant by the janitor or
any other employee of any other person.

(f) Landlord will furnish each Tenant free of charge with keys to each door lock
provided in the Leased  Premises by Landlord.  At Tenant's  request,  additional
keys shall be  provided  by Landlord to Tenant at  Landlord's  actual  cost.  No
Tenant shall lock or install anew or additional  lock or any bolt on any door of
its Leased  Premises.  Each Tenant,  upon the  termination  of its lease,  shall
deliver  to  Landlord  all  keys to  doors  in the  Leased  Premises  and in the
Building, if such keys have been furnished to Tenant.

(g) No Tenant shall use or keep in the Premises or the  Building,  any kerosene,
gasoline,  or inflammable  or  combustible  fluid or material other than limited
quantities  thereof  reasonably  necessary for the operation or  maintenance  of
office equipment.  No Tenant shall use any method of heating or air conditioning
other than that  supplied by Landlord.  No Tenant shall use or 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  matter  offensive  or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors,  vibrations,  or interfere in any way with other  tenants or those having
business in the  Building,  nor shall any animals or birds be brought or kept on
the Premises or the Building.


(h) Landlord shall have the right, exercisable without notice and without
liability to any Tenant, to change the name of the Building

(i) Landlord
establishes the hours of8:00 a.m. to 6:00 p.m. Monday through Friday and 8:00
a.m. to I :00 p.m. on Saturdays, as reasonable and usual business hours for the
purposes of Paragraph II of the Lease. If Tenant requires electricity or heat or
air conditioning after hours, on Saturdays or Sundays, or national holidays,
Tenant shall notify Landlord during norn1al business hours at least two (2)
hours in advance of the additional requirement. Tenant shall pay Landlord such
charges as Landlord shall establish from time to time for providing such
services during such hours. Any such charges which Tenant is obligated to pay
shall be deemed to be Additional Rent under the Lease, and should Tenant fail to
pay the same after demand, such failure shall be a default by Tenant under the
Lease. The cost to be paid by Tenant for providing the additional services shall
be the actual costs and expenses incurred by Landlord in providing such services
to Tenant. The cost of after-hours air conditioning is $25.00 per hour per
unit. The Leased Premises encompasses one unit.

0) No curtains, draperies, blinds, shutters, shades, screens or other coverings,
hangings,  or  decorations  shall be attached to, hung, or placed in, or used in
connection with any exterior window of the Building without  Landlord's  consent
and approval.  In any event,  with prior written  consent of the Landlord,  such
items shall be installed on the office side of Landlord's standard window blinds
and shall in no way be visible from the exterior of the Building.

(k) Each  Tenant  shall use its best  efforts  to  ensure  that the doors of its
Leased  Premises  are closed and  locked  and that all water  faucets  and water
apparatus are shut off before Tenant and Tenant's  employees  leave the Premises
so as to  prevent  waste or damage.  For any  default  or  carelessness  in this
regard,  Tenant  shall make good on all damages  sustained  by other  tenants or
occupants of the Building or Landlord.  On  rnulti-tenancy  floors,  all Tenants
shall keep the doors to the Building's  corridors closed at all times except for
ingress and egress.

(l) No Tenant shall install any radio or  television  antenna,  loudspeaker,  or
other device on the roof or exterior walls of the Building.  No T. V., radio, or
recorder  shall be played in such a manner as to cause a  nuisance  to any other
Tenant.

(m)  There  shall  not be used  in any  space,  or of the  public  halls  of the
Building,  either by any Tenant or others, any hand trucks except those equipped
with rubber tires and side guards or such other material  handling  equipment as
Landlord  may  approve.  No other  vehicles  of any kind shall be brought by any
Tenant into Building or kept in or about its Premises.

(n) Each Tenant shall store all its trash and garbage  within its  Premises.  No
material  shall be placed in the trash boxes or  receptacles if such material is
of such  nature that it may not be disposed  of in the  ordinary  and  customary
manner of removing  and  disposing of office  building  trash and garbage in the
City of Tampa and/or the County of  Hillsborough  without  being in violation of
any law or ordinance  governing such disposal.  All garbage and refuse  disposal
shall be made only though  entryways  and  freight  elevator  provided  for such
purposes and at such times as Landlord shall designate.


(0)  Canvassing,  soliciting,  distribution  of handbills  or any other  written
material and peddling in the Building or on the site are prohibited.

(p) The requests of Tenant for  maintenance  assistance  will be attended by the
Property Manager.

(q) All deliveries  are to be made only though the loading  docks,  and taken to
the floor by freight  elevator,  during normal  business  hours. No Tenant shall
allow any delivery  through the front doors,  nor in the passenger  elevators at
any time.

(r) These Rules and  Regulations  are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the  agreements,  covenants,
conditions and provisions of any Lease of the Leased  Premises,  the Premises or
the Building.  The terms,  covenants and conditions set forth in the Lease shall
govern in the event of any  inconsistency  or  ambiguity  between  the Rules and
Regulations and the Lease.

(s) Landlord  reserves the right to make such other rules and  regulations as in
its judgment may from time to time be needed for safety, care and cleanliness of
the Building and for the preservation of good order therein.  Notice of any such
amendment or modification promptly will be provided Tenant.

ADDENDUM

FORM OF IRREVOCABLE ST ANDBY LETTER OF CREDIT

Beneficiary:
Banyan Strategic Realty Trust 150 S. Wacker Drive #2900 Chicago, Illinois 60606

We establish our Irrevocable Letter of Credit Number [       ] dated [         ]
in your favor for the account of [          ] ("Tenant"),  whose current address
is up to the aggregate amount  of USD [$     ]  available  by your  draft(s)  at
sight  drawn  on us to be  accompanied  by  the  original  Letter of Credit  and
following document(s)in duplicate (unless otherwise indicated):

Beneficiary's signed statement reading:

We hereby certify that the amount of our draft represents funds due as result of
the failure of  Tenant to comply  with  the terms of their lease agreement dated
[          ].

Expiration Date of this Letter of Credit is [            ] at  our  counters  at
[                        , Attention:


From and after the date,  which is  fifteen  (15) days  prior to the  Expiration
Date,  this  Letter of Credit may be drawn upon by the  Beneficiary  by draft at
sight  drawn  upon us  accompanied  only by the  original  Letter of Credit  and
without any accompanying documents. This Letter of Credit may be replaced at any
time and from time to time by Tenant with a Letter of Credit in  identical  form
having (i) a later expiration date.

All drafts  presented  for  negotiation  must be endorsed on reverse side by the
Beneficiary.

Drafts must be endorsed hereon and must be marked as being drawn under our above
mentioned Letter of Credit and bear its number and date.

We hereby engage with bona fide holders that drafts drawn strictly in compliance
with the terms of this  credit  and  amendments  shall  meet with due honor upon
presentation to us.

This undertaking is issued subject to the  International  Standby Practices 1998
(ISP98). [                 ] Authorized Signature

RIDER TO OFFICE LEASE AGREEMENT 1 -Commencement

Subject to delays resulting from strikes, material shortages, labor unrest, acts
of God,  severe  weather,  war,  insurrection,  delays  caused  by  governmental
agencies in the issuance of required permits or other factors beyond the control
of Landlord (herein "Force Majeure Matters or delays caused by Tenant or Tenants
agents, employees, contractors,  subcontractors or licensees, including, without
limitation, Tenant's failure to promptly respond as required hereunder or change
orders to the  Tenant  Improvements  Plans  and  Specifications  ("Tenant  Delay
Factors"),  Landlord will deliver the Premises to Tenant not later than December
21,  2000  (the  Target  Commencement   Date"),  with  the  Tenant  Improvements
substantially  completed in accordance  with the Tenant  Improvements  Plans and
Specifications,  as evidenced by the issuance of final inspection by the City of
Tampa.  Tenant shall have the right to enter the Premises two (2) weeks prior to
the Target Commencement Date to install communications equipment. furniture, and
fixtures  provided that Tenant shall not interfere  with or delay the completion
of the Tenant  Improvements  by  Landlord's  contractor.  Any delay in  Tenant's
timely  delivery  of these  items  shall be  deemed a Tenant  Delay  Factor.  If
Landlord for any reason whatsoever cannot deliver  possession of the Premises to
Tenant (with the Tenant Improvements  substantially completed in accordance with
the  Tenant  Improvements  Plans and  Specifications)  not later than the Target
Commencement  Date.  this Lease shall not be void or voidable nor shall Landlord
be  liable  to  Tenant  for any loss or  damage  resulting  therefrom  except as
described below; but in that event, Landlord and Tenant shall act diligently and
in good  faith to  complete  the work that is  necessary  to allow  Landlord  to
deliver  the  Premises  to Tenant  as  specified  above.  In such  case,  (a) if
Landlord's  failure to deliver  possession  of the  Premises to Tenant (with the
Tenant  Improvements  substantially  completed  in  accordance  with the  Tenant
Improvements Plans and  Specifications)  by the Target  Commencement Date is not
the  result,  in  whole  or in  part,  one or more  Tenant  Delay  Factors,  the
Commencement  Date shall be adjusted to be the date when  Landlord  does in fact
deliver  possession  of the Premises to Tenant as  described  above and Landlord
shall  payor  credit  delay  damages to Tenant as  described  below;  and (b) if
Landlord's  failure to deliver  possession  of the  Premises to Tenant (with the
Tenant  Improvements  substantially  completed  in  accordance  with the  Tenant
Improvements Plans and  Specifications)  by the Target  Commencement Date is the
result,  in  whole  or in  part  of  one  or  more  Tenant  Delay  Factors,  the
Commencement Date shall be the later of (i) the Target Commencement Date or (ii)
the date the Tenant Improvements would have been substantially  completed in the
absence of such Tenant Delay  Factor(s) and no delay damages shall be payable to
Tenant. If Landlord cannot deliver possession of the Premises to Tenant with the
Tenant   Improvements   substantially  by  December  21,  2000,  (the  "Delivery
Deadline"),  which  deadline shall be extended one (1) day for each day of delay
due to Force Majeure  Matters or Tenant Delay  Factors,  then Landlord shall pay
delay damages to Tenant equal to one (1) day of Base Rental for each one (1) day
of delay  for the  period  from the  Delivery  Deadline  through  the date  that
possession of the Premises is delivered to Tenant with the. Tenant  Improvements
completed.  Such delay damages shall. at Landlord's election,  either be paid in
cash to Tenant or as a credit against monthly  payments of Base Rental otherwise
due hereunder. Notwithstanding any term or provision herein to the contrary, if.
for any reason  other  than  Force  Majeure  Matters  or Tenant  Delay  Factors,
Landlord cannot deliver possession of the Premises (with the Tenant Improvements
substantially  completed in accordance  with the Tenant  Improvements  Plans and
Specifications)  to Tenant by the date that is sixty  (60) days after the Target
Commencement Date and sixty (60) days after the Delivery Deadline,  Tenant shall
be entitled to terminate  this Lease by so notifying  Landlord in writing within
ten (10) days following the expiration of such sixty (60) day period.

Within five (5) days following Tenant's occupancy of the Premises.  Tenant shall
execute and deliver to Landlord duplicate  originals of a stipulation  regarding



the actual  Commencement  date,  the  corresponding  Term of the Lease and other
matters, subject to Landlord's approval of the information inserted by Tenant in
the  stipulation,   Landlord  shall  execute  the  duplicate  originals  of  the
stipulation and shall promptly return one (1) fully executed original to Tenant.

2. Construction of Improvements.

Subject to Force Majeure  Matters and  consistent  with the terms of Paragraph 1
herein and Exhibit C hereto,  Landlord shall pursue diligently and in good faith
the completion of the Building Shell  Improvements and the Tenant  Improvements.
Landlord  shall provide  Tenant with an allowance of $20.00 per rentable  square
foot of the Premises  allocated for space planning,  architectural.  mechanical,
electrical  and  construction  drawings  and cabling,  signage  permits and hard
construction costs. The Tenant Improvements  Allowance shall be applied and paid
as described in Paragraph 1 and Exhibit C of this Lease.

(a) The Tenant  Improvements  Allowance shall be applied by Landlord against the
costs of designing.  planning and constructing the Tenant  Improvements.  In the
event  the  costs  incurred  in  connection   with  the  design,   planning  and
construction of the Tenant  Improvements as approved by Tenant exceed the Tenant
Improvements Allowance,  Tenant shall be responsible for bearing and paying such
excess costs (the "Excess Costs"). as follows:

(1) Tenant shall pay to Landlord,  prior to the  commencement of construction of
the Tenant  Improvements,  an amount equal to one hundred percent (100%) of such
Excess Costs (as then estimated by Landlord).

(2) As soon as the final  accounting  is prepared  and  submitted by Landlord to
Tenant,  Tenant  shall pay to Landlord the entire  unpaid  balance of the actual
Excess  Costs based on the final costs to Landlord or Landlord  shall refund any
credit due Tenant.

(b) Tenant  shall hire a cabling  and sign  contractor  which costs shall not be
subject to any management  fee.  Landlord will reimburse  Tenant for these costs
within ten (10)  business  days,  provided  Landlord has not used  allowance for
other costs outlined in this Rider to Lease Agreement.

The Excess Costs (if any) payable by Tenant under this  Paragraph  2(b) shall be
due hereunder at the time specified herein.

(c) Except as otherwise  provided above in this  Paragraph 2, all  installations
and  improvements  now or hereafter  placed on or in the  Premises  shall be for
Tenant's account and at Tenant's cost.

(3) The foregoing  Rider to Office Lease Agreement is hereby  incorporated  into
and made a part of the  Office  Lease  Agreement.  In the  event  of a  conflict
between the terms of the Rider to Office  Lease  Agreement  and the terms of the
Office Lease Agreement Rider to Office Lease Agreement shall control.


EXHIBIT C Construction of Improvements

1. Preparation and Approval of Tenant Improvements and Specification. Within ten
(10) business days after the Lease Date, Landlord shall submit to Tenant a space
plan for the  Premises  approved by Tenant.  As soon as  reasonably  practicable
following Tenant's approval of the space plan,  Landlord shall proceed.  to have
an architect prepare a draft of the Tenant Improvements Plans and Specifications
and  shall  deliver  a  complete  copy  of the  Tenant  Improvements  Plans  and
Specifications  to Tenant for Tenant's review and approval.  Tenant shall review
the draft of the Tenant  Improvements  Plans and Specifications and shall notify
Landlord in writing within five (5) business days after Tenant's receipt of same
as to whether Tenant approves the Tenant  Improvements Plans and Specifications;
and if Tenant does not approve the Tenant Improvements Plans and Specifications,
such written notice from Tenant to Landlord shall provide Tenant's  specific and
detailed  comments  and  suggestions   which,  if  incorporated  in  the  Tenant
Improvements Plans and Specifications would render the Tenant Improvements Plans
and  Specifications  acceptable to Tenant.  Landlord and Tenant shall  cooperate
with  one  another  in good  faith  to  reach  agreement  regarding  the  Tenant
Improvements Plans and  Specifications as soon as practicable,  and in any event
Tenant shall approve the Tenant  Improvements  Plans and  Specifications if they
are prepared in accordance with and consistent with the preliminary  space plans
approved by Tenant. In the event Landlord and Tenant are unable, after complying
with the foregoing  terms and provisions in this Paragraph 1, to reach agreement
regarding the Tenant  Improvements Plans and Specifications  within fifteen (15)
business days after the date on which Landlord  initially  delivers the draft of
the Tenant  Improvements  Plans and  Specifications  to Tenant  pursuant to this
Paragraph  1 and until  such time as  Landlord  and Tenant  succeed in  reaching
agreement relative to the Tenant Improvements Plans and Specifications, Landlord
may terminate the Lease by giving written notice of such action to Tenant.

2. Tenant Improvement Allowance and Construction of Tenant Improvements.

Landlord will obtain bids for  construction of the Tenant  Improvements  from at
least  three (3)  qualified  general  contractors  and shall  select  the lowest
responsible  bidder unless  Landlord and Tenant  mutually agree  otherwise.  The
proposed  cost of such  construction  shall be  subject to  Tenant's  review and
approval to the extent it exceeds the Tenant  Improvements  Allowance.  Landlord
shall  coordinate  construction  of the Tenant  Improvements  in accordance with
Tenant Improvements Plans and Specifications  approved by Landlord and Tenant as
described   above.   The  timetable  for  design  and   construction  of  Tenant
Improvements  will be  provided  to  Landlord  within ten (10) days after  lease
execution.   No  changes  to  the   approved   Tenant   Improvement   Plans  and
Specifications  shall be made unless approved in writing by Landlord and Tenant.
In the event  Tenant  desires any changes to the  approved  Tenant  Improvements
Plans and  Specifications,  Tenant shall submit the proposed  change to Landlord
for Landlord's  approval,  which approval shall not be unreasonably  withheld if
such change will not delay the Commencement  Date or significantly  increase the
scope of the work.  Landlord  shall  prepare and submit to Tenant a Change Order
setting forth a description of the change and the cost thereof.  If Tenant fails
to execute and approve the Change order within five {5) days thereafter,  Tenant
shall be deemed to have withdrawn the proposed change and Tenant shall reimburse
Landlord for the reasonable cost of preparing the Change Order .

If Tenant  executes the Change Order within the five {5) day period,  the Change
Order shall be deemed approved by Tenant, Landlord shall implement the change in
accordance with the Change Order and the cost described therein shall be paid by
Tenant to the extent such cost exceeds the Tenant Improvements Allowance.

The foregoing Construction of Improvements are hereby incorporated into and made
a part of the Lease Agreement.  In the event, however, of a conflict between the
terms of the  Construction of Improvements and the terms of the Lease Agreement,
the Construction of Improvements shall control.



FIRST AMENDMENT TO OFFICE LEASE AGREEMENT

BSRT Fountain Square L.L.C., an Illinois limited liability company  ("Landlord")
and NetWolves Corporation, a New York corporation ("Tenant") agree as follows:

1. Recitals

(a) Landlord and Tenant  executed and delivered a certain Office Lease Agreement
dated September 29, 2000 (the "Lease").

(b)  Capitalized  terms used herein shall have the same  meanings as ascribed to
such terms in the Lease.

(c) Landlord and Tenant desire to amend the Lease to correct the square  footage
of the Premises.

2. Amendment

(a) The amount of Tenant's  Rentable  Square Feet as set forth in  Paragraph 1 (
and elsewhere ) in the Lease is hereby changed from 20,478 to 20,520.

(b) There shall be no change in the Base Rent for the Premises.

3. Ratification

In all other respects, the Lease is ratified, confirmed and readopted.

Executed this 22nd day of January, 2001.

IN WITNESS  HEREOF,  the parties have hereunto set their hands and seals,  as of
the day and year first above written.

TENANT:
NetWolves Corporation

/s/ Tony Dinardo
AVP Operations

LANDLORD:

BSRT Fountain Square L.L.C. , an Illinois Limited Liability Company

By: BSRT Portfolio Corp., an Illinois Corporation,
its manager


Vice President