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Standard Office Building Lease - EPIXTAR CORP - 4-14-2004

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Standard Office Building Lease - EPIXTAR CORP - 4-14-2004 Powered By Docstoc
					                                                 Exhibit 10.5

BISCAYNE CENTRE, LLC.

                                STANDARD OFFICE BUILDING LEASE

This Lease Agreement (sometimes hereinafter referred to as the "Lease") made and entered into this 15th day of
April, 2003 by and between BISCAYNE CENTRE, LLC. (hereinafter called "Landlord"), whose address for
purposes hereof is 11900 Bi Biscayne Boulevard, Suite 100, Miami, Florida 33181 and EPIXTAR
MANAGEMENT CORP., A Florida Corporation (hereinafter called "Tenant"), whose address for purposes
hereof is 11900 BISCAYNE BLVD. SUITE 700, MIAMI FLORIDA 33181.

                                              WITNESSETH:

         LEASED                         1. Subject to and upon the terms, provisions,
         PREMISES                   covenants and conditions hereinafter set forth, and each
                                    in consideration of the duties, covenants and obligations
         SEE                        of the other hereunder, Landlord does hereby lease,
         ADDENDUM                   demise and let to Tenant and Tenant does hereby lease,
         PARAGRAPH                  demise and let from Landlord those certain premises
         #49                        (hereinafter sometimes call the "Premises" or "Leased
                                    Premises") in the building known as Biscayne Centre
                                    (hereinafter called the "Building") located at 11900
                                    Biscayne Boulevard, Miami, Florida 33181, such Leased
                                    Premises being more particularly described as follows:
                                    16,810 square feet of Net Rentable Area (hereinafter
                                    defined) located on the THIRD, (3rd) & SEVENTH (7th)
                                    floors as known as Suites 301, 306, 308, herein after
                                    called the "Original Premises", Suite 312 herein after
                                    called "Expansion Space A", Suite 700 & 770 herein after
                                    called "Expansion Space B", of the Building as reflected
                                    on the floor plan of such Leased Premises attached hereto
                                    as Exhibit "A" and made a part hereof, identified by the
                                    signatures or initials of Landlord and Tenant.

                                        The term "Net Rentable Area", as used herein, shall
                                    refer to (1) in the case of a single tenancy floor, all
                                    space measured from the inside surface of the outer glass
                                    of the Building to the outside surface of the opposite
                                    outer wall, excluding only the areas ("Service Areas")
                                    within the outside walls used for building stairs, fire
                                    towers, elevator shafts, flues, vents, pipe shafts and
                                    vertical ducts, but including any such areas which are
                                    for the specific use of the particular tenant such as
                                    special stairs or elevators, and (ii) in the case of a
                                    multi-tenancy floor, all space within the inside surface
                                    of the outer glass enclosing the tenant occupied portion
                                    of the floor and measured to the midpoint of the walls
                                    separating areas leased by or held for lease to other
                                    tenants or from areas devoted to corridors, elevator
                                    foyers rest rooms and other similar facilities for the
                                    use of all tenants on the particular floor (hereinafter
                                    sometimes called "Common Areas"), but including a
                                    proportionate part of the Common Areas located on such
                                    floor. Net Rentable area is subject to LANDLORD'S
                                    re-measurement of the Premises which may change the
                                    square footage set forth above: and TENANT is obligated
                                    under the Terms of the Lease to pay for the actual square
                                    footage.

                                        No deductions from Net Rentable Areas are made for
                                    columns necessary to the Building. The Net Rentable Areas
                                    in the Lease Premises and in the Building have been
                                    calculated on the basis of the foregoing definition and
                                    are hereby stipulated above as to the Leased Premises,
                                    whether the same should be more or less as a result of
                                    minor variations resulting from actual construction and
             completion of the Leased Premises for occupancy so long
             as such work is done substantially in accordance with the
             approved plans.

TERM            2. This Lease shall be for the term of FIVE (5) Years
             commencing on the 1st day of MAY, 2003, and ending on the
             31st day of APRIL, 2008, (hereinafter sometimes referred
             to as the "Lease Term" or "Term"), unless sooner
SEE          terminated or extended as provided herein.
ADDENDUM
PARAGRAPHS      If the Landlord is unable to give possession of the
#47 & 50     Leased Premises on the date of the commencement of the
             aforesaid Lease Term by reason of the holding over of any
             prior tenant or tenants or for any other reasons, an
             abatement or diminution of the rent to be paid hereunder
             shall be allowed Tenant under such circumstances until,
             possession is given to Tenant, but nothing herein shall
             operate to extend the initial Term of the lease beyond
             the agreed expiration date, and said abatement in rent
             shall be the full extent of Landlord's liability to
             Tenant for any loss or damage to Tenant on account of
             said delay in obtaining possession of the Premises. There
             shall be no delay in the commencement of the Term of this
             Lease and/or payment of rent where Tenant fails to occupy
             premises when same are ready for occupancy, or when
             Landlord shall be delayed in substantially completing
             such Leased Premises as a result of:

                   (a)   Tenant's failure to promptly furnish working
                         drawings and plans as required or

                   (b)   Tenant's failure to approve cost estimates
                         within one (1) week or
                   (c)   Tenant's failure to promptly select materials,
                         finishes, or installation or
                   (d)   Tenant's changes in plans (notwithstanding
                         Landlord's approval of any such changes), or
                   (e)   Any other act of omission by Tenant or its
                         agents or failure to promptly make other
                         decisions, necessary to the preparation of the
                         Leased Premises for occupancy.

                 The commencement of the Term and the payment of rent
             shall not be affected, delayed or deferred on account of
             any of the foregoing. For the purposes of this paragraph,
             the Leased Premises shall be deemed substantially
             completed and ready for occupancy by Tenant when
             Landlord's Supervising Architect certifies that the work
             required of Landlord, if any, has been substantially
             completed in accordance with said approved plans and
             specifications.

                 Taking possession of the Leased Premises by Tenant
             shall be conclusive evidence as against Tenant that the
             Leased Premises were in good and satisfactory condition
             when possession was so taken. This Lease does not grant
             any right to light or air over or about the Leased
             Premises or Building.

                 If Tenant, with Landlord's consent, shall occupy the
             Leased Premises prior to the beginning of the Lease Term
             as specified herein above, all provisions of this Lease
             shall be in full force and effect commencing upon such
             occupancy.

BASE RENT       3. Tenant agrees to pay Landlord a total "Base Rental"
             of ONE MILLION SEVEN HUNDRED SIXTY SEVEN THOUSAND FOUR
SEE          HUNDRED THREE AND 40/100 DOLLARS ($1,767,403.40) being an
ADDENDUM     annual Base Rental of * in equal monthly installments of
PARAGRAPH    * which is computed at a Base Rental Rate of * per
#48          rentable square foot per annum for each and every
             calendar month of the Term of this Lease, plus all
             applicable sales taxes, without any offset or deduction
             whatsoever, in lawful (legal tender for public or private
             debts) money of the United States of America, at the
Management Office of the Building or elsewhere as
designated from time to time by Landlord's written notice
to Tenant.

  Landlord upon execution of this Lease by Landlord and
Tenant, hereby acknowledges payment by Tenant of the sum
of -0.00- representing payment of rental (For Expansion
Spaces A & B) including applicable sales taxes for the
first full calendar month of this Lease. The balance of
the total Base Rental is payable in equal monthly
installments as specified above, on the First day of each
month hereafter ensuing, the first of which shall be due
and payable -0.00- . If the Term of this Lease commences
on any day of a month excepting the first day, Tenant
shall pay Landlord rental as provided for herein for such
commencement month on a pro rata basis (such proration to
be based on the actual number of days in the commencement
month), and the first month's rent paid by Tenant, if
any, upon execution of this Lease shall apply and be
credited to the next full month's rent due hereunder.
Rental for any partial month of occupancy at the end of
the Term of this Lease will be prorated, such proration
to be based on the actual number of days in the partial
month. Tenant may not prepay rent more than one month in
advance of its due date.

   In addition to Base Rental, Tenant shall and hereby
agrees to pay to Landlord each month a sum equal to any
sales tax, tax on rentals, and any other charges, taxes
and/or impositions now in existence or hereafter imposed
based upon the privilege of renting the space leased
hereunder or upon the amount of rentals collected
therefor. Nothing herein shall, however, be taken to
require Tenant to pay any part of any Federal and State
Taxes on income imposed upon Landlord. The foregoing
regarding sales taxes only, does not apply in the event
Tenant is exempt from the payment of sales tax Under
Section 501(c)(3) of the I.R.S. code.
             Tenant shall be required to pay Landlord a late fee equal
             to 10% of the outstanding balance on any rental due that
             remains unpaid for (5) days after its due date.

ADDITIONAL      4A. In the event that the cost to the Landlord for the
RENT         Operating Expenses of the Building, as hereinafter
             defined during any calendar year of the Lease Term
*SEE         subsequent to the Base Year (which the parties hereto
ADDENDUM     agree shall be calendar * all exceed the cost to the
PARAGRAPH    Landlord for the Operating Expenses of the Building
#61          during the Base Year, then Tenant shall pay to Landlord
             as additional rent Tenant's "proportionate share" (as
             such term is hereinafter defined) of the increase in such
             costs for each calendar year, if any. The proportionate
             share to be paid by the Tenant shall be the percentage
             which the Net Rentable Area then leased by the Tenant in
             the Building bears to the Total Net Rentable Area
             contained in the Building, which is 152,998 rentable
             square feet. The amount of such additional rent, if any,
             shall be determined in accordance with the following
             formula: net rentable square feet of Leased Premises
             divided by Total Net Rentable Area (the "proportionate
             share") multiplied by any increase in Operating Expenses
             over the Operating Expenses of the Base Year equals
             additional rent due from Tenant except that such
             additional rent shall be prorated for any partial
             calendar year following the commencement of the Lease
             Term.

                The term "Operating Expenses" as used herein shall
             mean the cost of all expenses, cost and disbursements of
             every kind and mature which Landlord shall pay or become
             obligated to pay because of or in connection with the
             ownership, maintenance and/or operation of the Building
             computed on the accrual basis, but shall not include the
             replacement of capital investment items and new capital
             improvements. By way of explanation and clarification,
             but not by way of limitation, these Operating Expenses
             will include the following:

                   a.   Wages and salaries of all employees engaged in
                        operation and maintenance of the Building:
                        employer's social security taxes, unemployment
                        taxes or insurance, and any other taxes which
                        may be levied on such wages and salaries; the
                        cost of disability and hospitalization
                        insurance, pension or retirement benefits, or
                        any other fringe benefits for such employees.

                   b.   All supplies and materials used in operation
                        and maintenance of the Building.

                   c.   Cost of all utilities including water, sewer,
                        electricity, gas and fuel oil used by the
                        Building and not charged directly to another
                        tenant.

                   d.   Cost of customary Building management;
                        janitorial services; trash and garbage
                        removal; servicing and maintenance of all
                        systems and equipment, including, but not
                        limited to, elevators, plumbing, heating, air
                        conditioning, ventilating, lighting,
                        electrical, security and fire alarms, fire
                        pumps, fire extinguishers and hose cabinets,
                        mail chute, and staging; guard service,
                        painting; window cleaning, landscaping and
                        gardening.

                   e.   Cost of casualty and liability insurance
                        applicable to the Building and Landlord's
                        personal property used in connection
                        therewith.

                   f.   All taxes at the maximum allowable discount
          and assessments and governmental charges
          whether federal, state, county or municipal,
          and whether they be taxing districts or
          authorities presently taxing the Leased
          Premises or by others, subsequently created or
          otherwise, and any other taxes and assessments
          attributable to the Building or its operation
          excluding, however, federal and state taxes on
          income.

   In the event the Operating Expenses in any year after
the Base year are reduced because of a major capital
improvement or by the use of automation, then the
Operating Expenses for the Base Year shall be reduced for
the purpose of determining additional rent as though such
improvement or automation was in effect during the Base
Year.

   Landlord shall notify Tenant, within ninety (90) days
after the end of the Base Year and each calendar year
thereafter during the term hereof, of the amount which
landlord estimates (as evidenced by budgets prepared by
or on behalf of Landlord) will be the amount of Tenant's
proportionate share of increases in Operating Expenses
for the then current calendar year and Tenant shall pay
such sum in advance to Landlord in equal monthly
installments, during the balance of said calendar year,
on the first day of each remaining month in said calendar
year commencing on the first day of the first month
following Tenant's receipt of such notification. Within
ninety 90 days following the end of each calendar year
after the Base Year, Landlord shall submit to Tenant a
statement showing the actual amount which should have
been paid by Tenant with respect to increases in
Operating Expenses for the past calendar year, the amount
thereof actually paid during that year by Tenant and the
amount of the resulting balance due thereon, or
overpayment thereof, as the case may be. Within thirty 30
days after receipt by Tenant of said statement, Tenant
shall have the right in person to inspect Landlord's
books and records showing the Operating Expenses for the
Building for the calendar year covered by said statement.
Any other person who inspects LANDLORD'S statements or
books on behalf of TENANT, must be a C.P.A., licensed by
the State of Florida. Said statement shall become final
and conclusive between the parties, their successors and
assigns as to the matters set forth therein unless
Landlord receives written objection with respect thereto
within said thirty 30 day period, Any balance shown to be
due pursuant to said statement shall be paid by Tenant to
Landlord within thirty (30) days following Tenant's
receipt thereof. Any overpayment shall be immediately
credited against Tenant's obligation to pay expected
additional rent in connection with anticipated increases
in Operating Expenses or, if by reason of any termination
of the Lease no such future obligation exists amount will
be refunded to Tenant. Anything herein to the contrary
notwithstanding, Tenant shall not delay or withhold
payment of any balance shown to be due pursuant to a
statement rendered by Landlord to Tenant, pursuant to the
terms hereof, because of any objection which Tenant may
raise with respect thereto and Landlord shall immediately
credit any overpayment found to be owing to Tenant
against Tenant's proportionate share of increases in
Operating Expenses for the then current calendar year
(and future calendar years, if necessary) upon the
resolution of said objection or, if at the time of the
resolution of said objection the Lease Term has expired,
immediately refund to Tenant any overpayment found to be
owing to Tenant.

   Additional rent, due by reason of the provisions of
this subparagraph 4A for the final months of this Lease
is due and payable even though it may not be calculated
until subsequent to the termination date of the Lease;
the Operating Expenses for the calendar year during which
the Lease terminates shall be prorated according to that
portion of said calendar year that this Lease was
actually in effect. Tenant expressly agrees that
Landlord, at Landlord's sole discretion, may apply the
security deposit specified in paragraph 7 hereof, if any,
in full or partial satisfaction of any additional rent
due for the final months of this Lease by reason of the
provisions of this subparagraph 4A. If said security
deposit is greater than the amount of any such additional
rent and there are no other sums or amounts owed Landlord
by Tenant by reason of any other terms, provisions,
covenants or conditions of this Lease, then Landlord
shall refund the balance of said security deposit to
Tenant as provided in paragraph 7 hereof. Nothing herein
contained shall be construed to relieve Tenant, or imply
that Tenant is relieved, of the liability for or the
obligation to pay any additional rent due for the final
months of this Lease by reason of the provisions of this
paragraph 4A if said security deposit is less than such
additional rent, nor shall Landlord be required to first
apply said security deposit to such additional rent if
there are any other sums or amounts owed Landlord by
Tenant by reason of any other terms, provisions,
covenants or conditions of this Lease. If in any calendar
year the increase in Operating Expenses is negative, no
additional rental is to be charged, but additional rent
shall nevertheless be collected at the last years rate
and adjusted thereafter.
   4B. In the event that "Impositions" (as such term is
hereinafter defined) against the Building and/or the land
on which it is located are increased during any calendar
year of the Lease Term subsequent to the Base Year over
the amount of said Impositions during the Base year, the
Tenant shall pay to Landlord, as additional rent,
Tenant's Proportionate Share of the increases over the
Base Year in such Impositions for each calendar year, if
any.

   The term "Impositions" as used herein shall mean all
impositions, taxes, assessments (special or otherwise),
water and sewer assessments and other governmental liens
or charges of any and every kind, nature and sort
whatsoever, ordinary and extraordinary, foreseen and
unforeseen, and substitutes therefor, including all taxes
whatsoever (except only those taxes of the following
categories: any inheritance, estate, succession, transfer
or gift taxes imposed upon Landlord or any income taxes
specifically payable by Landlord as a separate tax paying
entity without regard to Landlord's income source as
arising from or out of the Building and/or the land on
which it is located) attributable in any manner to the
Building, the land on which the Building is located or
the rents (however the term may be defined) receivable
therefrom, or any part thereof, or any use thereon, or
any facility located therein or used in conjunction
therewith or any charge or other payment required to be
paid to any governmental authority whether or not any of
the foregoing shall be designated "real estate tax",
"sales tax", "rental tax", "excise tax", "business tax",
or designated in any other manner.

   Landlord shall notify Tenant, within ninety (90) days
after the end of the Base Year and each calendar year
thereafter, of the amount which Landlord estimates (as
evidenced by budgets prepared by or on behalf of
Landlord) will be the amount of Tenant's Proportionate
Share of increases in Impositions for the then current
calendar year and advance on the first day of each month
commencing on the first day of the first month following
Tenant's receipt of such notification. Within ninety (90
days following the date on which Landlord receives a tax
bill or statement showing what the actual Impositions are
with respect to each calendar year, Landlord shall submit
to Tenant a statement, together with a copy of said bill
or statement, showing the actual amount to be paid by
Tenant in the year in question with respect to increases
in Impositions for such year, the amount thereof
theretofore paid by Tenant and the amount of the
resulting balance due thereon, or overpayment thereof, as
the case may be. Any balance shown to be due pursuant to
said statement shall be spread over the remaining months
of the year and be paid by Tenant to Landlord or if after
the close of the Calendar Year within ten (10) days
following Tenant's receipt thereof any overpayment shall
be immediately credited against Tenant's obligation to
pay such additional rent in connection with increased
Impositions in later years, or, if no such future
obligation exists, be immediately refunded to Tenant.

   Additional rent, due by reason of the provisions of
this subparagraph 4B for the final months of this Lease,
shall be payable even though the amount thereof is not
determinable until subsequent to the termination of the
Lease; the Impositions for the calendar year during which
the Lease terminates shall be prorated according to that
portion of said calendar year that the Lease was actually
in effect. Tenant expressly agrees that Landlord, at
Landlord's sole discretion, may apply the security
deposits specified in paragraph 7 hereof, if any, in full
or partial satisfaction of any additional rent due for
the final months of this Lease by reason of the
provisions of this paragraph 4B. If said security deposit
is greater than the amount of such additional rent and
                 there are no other sums or amounts owed Landlord by
                 Tenant by reason of any other terms, provisions,
                 covenants or conditions of the Lease, then Landlord shall
                 refund the balance of said security deposit to Tenant as
                 provided in paragraph 7 hereof. Nothing herein contained
                 shall be construed to relieve Tenant, or imply that
                 Tenant is relieved, of the liability for or the
                 obligation to pay any additional rent due for the final
                 months of this Lease by reason of the provisions of this
                 paragraph 4B if said security deposit is less than such
                 additional rent, nor shall Landlord be required to first
                 apply said security deposit to such additional rent if
                 there are any other sums or amounts owed Landlord by
                 Tenant by reason of any of the terms, provisions,
                 covenants or conditions of this Lease. If in any calendar
                 year the increase in Impositions is negative, no
                 additional rental is to be charged, but rent shall be
                 collected at the last year's rate and adjusted
                 thereafter.

                    4C. It is the intention of the parties hereto to
                 provide that the Tenant shall pay in advance of their due
                 date Tenant's Proportionate Share of increases in
                 Operating Expenses and Impositions, and to share in
                 reduction only by category to the end that an increase in
                 Operating Expenses shall not be offset by a decrease in
                 taxes and vice versa. In no event shall the Base Rental
                 be reduced by reason of decreases in Operating Expenses
                 and/or Impositions.

COST OF LIVING      5. PARAGRAPH OMITTED INTENTIONALLY.
INCREASE
TIME OF             6. Tenant agrees that Tenant shall promptly pay said
PAYMENT          rents (Base Rental as the same may be adjusted from time
                 to time pursuant to Paragraph 5 and Additional Rental),
                 at the times and place stated above; the Tenant shall pay
                 charges for work performed on order of Tenant and any
                 other charges that accrue under this Lease; that, if any
                 part of the rent or above mentioned charges shall remain
                 due and unpaid for the three (3) business days after
                 written notice from Landlord to Tenant and after the same
                 shall be due and payable, or if Tenant fails to pay when
                 due said rents and any other sums payable under this
                 Lease after written notice from Landlord to Tenant three
                 (3) or more times in any period of twelve (12)
                 consecutive months, Landlord shall have the option (in
                 addition to all other rights and remedies available to it
                 by law and in equity) of declaring the balance of the
                 entire rent for the entire term of the Lease to be
                 immediately due and payable, and Landlord may Lease by
                 distress or otherwise.

SECURITY            7. Tenant, concurrently with the execution of this
DEPOSIT          Lease must deposit the sum of SIXTY ONE THOUSAND THREE
                 HUNDRED EIGHTY FOUR AND 06/100 DOLLARS ($61,384.06), the
                 receipt which is hereby acknowledged by Landlord, which
                 sum shall be retained by Landlord as security for the
                 payment by Tenant of the rents and all other payments
                 herein agreed to be paid by Tenant, and for the faithful
                 performance by Tenant of the terms, provisions, covenants
                 and conditions of this Lease. It is agreed that Landlord,
                 at Landlords option, may at the time of any default by
                 Tenant under any of the terms, provisions, covenants or
                 conditions of the Lease apply said sum or any part
                 thereof toward the payment of the rents and all other
                 sums payable by Tenant under this Lease, and towards the
                 performance of each and every one of Tenant's covenants
                 under this Lease, but such covenants and Tenant's
                 liability under this Lease shall thereby be discharged
                 only pro tanto that Tenant shall remain liable for any
                 amounts that such sum shall be insufficient to pay; that
                 Landlord may exhaust any and all rights and remedies
                 against Tenant before resorting to said sum, but nothing
                 herein contained shall require or be deemed to require
                 Landlord to do so; that, in the event this deposit shall
               not be utilized for any such purposes, then such deposit
               shall be returned by Landlord to Tenant within ten (10)
               days next after the expiration of the Term of this Lease
               or the determination and payment of the amount due under
               paragraph 4 of this Lease, if any, whichever later
               occurs. Tenant shall maintain this security deposit
               amount at all times during the lease term.

USE               8. The Tenant will use and occupy the Leased Premises
               for the following use or purpose and for no other use or
               purpose: General Offices.

QUIET             9. Upon payment by Tenant of the rents herein
ENJOYMENT      provided, and upon the observance and performance of all
               terms, provisions, covenants and conditions of Tenant's
               part to be observed and performed, Tenant shall, subject
               to all of the terms, provisions, covenants and conditions
               of the Lease Agreement, peaceably and quietly hold and
               enjoy the Leased Premises for the Term hereby demised.

INSURANCE         10. If the Landlord's insurance premiums exceed the
PREMIUMS       standard premium rates because the nature of Tenant's
               operation results in extra hazardous exposure, then
               Tenant shall, upon receipt of appropriate invoices from
               Landlord, reimburse Landlord for such increase in
               premiums. It is understood and agreed between the parties
               hereto that any such increase in premiums shall be
               considered as rent due and shall be included in any lien
               for rent.

RULES AND         11. Tenant agrees to comply with all rules and
REGULATIONS    regulations Landlord may adopt from time to time for
               operation of the Building and parking facilities and
               protection and welfare of Building and Parking
               facilities, its tenants, visitors and occupants. The
               present rules and regulations, which Tenant hereby agrees
               to comply with, entitled "Rules and Regulations" are
               attached hereto and are by this reference incorporated
               herein. Any future rules and regulations shall become a
               part of this Lease, and Tenant hereby agrees to comply
               with the same upon delivery of a copy thereof to Tenant,
               providing the same do not materially deprive Tenant of
               its rights established under this Lease.

GOVERNMENTAL      12. Tenant shall   faithfully observe in the use of the
REQUIREMENTS   Leased Premises all   municipal and county ordinances and
               codes and state and   federal statutes now in force or
               which may hereafter   be in force.
SERVICES         13. Landlord will furnish the following services to
              Tenant:

                    (A) Cleaning services, deemed by Landlord to be
                    normal and usual in a first class office building,
                    on Monday through Friday, except that shampooing
                    and replacement of carpet as required by Tenant
                    shall be Tenant's expense.

                   (B) Automatically operated elevator service, public
                   stairs, electrical current for lighting,
                   incidentals and normal office use, and water at
                   those points of supply provided for general use of
                   its Tenants at all times and on all days throughout
                   the year.

                   (C) Air conditioning on Monday through Friday from
                   8:00 AM to 6:00 PM and Saturday from 8:00 AM to
                   12:00 Noon, except Memorial Day, Fourth of July,
                   Labor Day, Thanksgiving Day, Christmas Day and New
                   Year's Day. Landlord shall also furnish air
                   conditioning at such other times as are not
                   provided for herein, provided Tenant gives written
                   request to Landlord before 2:00 PM of the business
                   day preceding the extra usage and if Tenant
                   requires air conditioning during such hours, Tenant
                   shall be billed for such service at the rate of
                   $45.00 per hour per Occupied Space and said rate
                   may be changed with thirty (30) days prior written
                   notice.

                 No electric current shall be used except that
              furnished or approved by Landlord, nor shall electric
              cable or wire be brought into the Leased Premises, except
              upon the written consent and approval of the Landlord.
              Tenant shall use only office machines and equipment that
              operate on the Building's standard electric circuits, but
              which in no event shall overload the Building's standard
              electric circuits from which the Tenant obtains electric
              current. Any consumption of electric current in excess of
              that considered by Landlord to be used, normal and
              customary for all Tenants, or which require special
              circuits or equipment (the installation of which shall be
              at Tenant's expense after approval in writing by the
              Landlord), shall be paid for by the Tenant as additional
              rent paid to the Landlord in an amount to be determined
              by Landlord, based upon Landlord's estimated cost of such
              excess electric current consumption or based upon the
              actual cost thereof if such excess electric current
              consumption is separately metered.

                 Such services shall be provided as long as the Tenant
              is not in default under any of the terms, provisions,
              covenants and conditions of this Lease, subject to
              interruption caused by repairs, renewals, improvements,
              changes to service, alterations, strikes, lockouts, labor
              controversies, inability to obtain fuel or power,
              accidents, breakdowns, catastrophes, national or local
              emergencies, acts of God and conditions and causes beyond
              the control of Landlord, and upon such happening, no
              claim for damages or abatement of rent for failure to
              furnish any such services shall be made by the Tenant or
              allowed by the Landlord.

TENANT WORK      14. It is understood and agreed between the parties
              hereto that any charges against Tenant by Landlord for
              services or for work done on the Leased Premises by order
              of Tenant, or otherwise accruing under this Lease, shall
              be considered as rent due and shall be included in any
              lien for rent.

REPAIR OF        15. Tenant will, at Tenant's own expense, keep the
LEASED        Leased Premises in good repair and tenantable condition
PREMISES      during the Lease Term and will replace at its own expense
              any and all broken glass caused by Tenant in and about
                  said Leased Premises.

                     Tenant will make no alterations, additions or
                  improvements in or to the leased Premises without the
                  written consent of Landlord, which shall not be
                  unreasonably withheld, but may be predicated upon but not
                  limited to Tenant's use of contractors who are acceptable
                  to Landlord; and all additions, fixtures, carpet or
                  improvements, except only office furniture and fixtures
                  which shall be readily removable without injury to the
                  Leased Premises, shall be and remain a part of the Leased
                  Premises at the expiration of this Lease.

                     It is further agreed that this Lease is made by the
                  Landlord and accepted by the Tenant with the distinct
                  understanding and agreement that the Landlord shall have
                  the right and privilege to make and build additions to
                  the Building of which the Leased Premises are a part, and
                  make such alterations and repairs to said Building as it
                  may deem wise and advisable without any liability to the
                  Tenant therefor.

INDEMNIFICATION      16. Tenant further agrees that Tenant will pay all
                  liens of contractors, subcontractors, mechanics,
                  laborers, materialmen, and other items of like character,
                  and will indemnify Landlord against all expenses, costs,
                  and charges, including bond premiums for release of liens
                  and attorneys' fees and costs reasonably incurred in and
                  about the defense of any suit in discharging the said
                  Premises or any part thereof from any liens, judgements,
                  or encumbrances caused or suffered by Tenant. In the
                  event any such lien shall be made or filed, Tenant shall
                  bond against or discharge the same within ten (10) days
                  after the same has been made or filed. It is understood
                  and agreed between the parties hereto that the expenses
                  costs and charges above referred to shall be considered
                  as rent due and shall be included in any lien for rent.

                     The Tenant herein shall not have any authority to
                  create any liens for labor or materials on the Landlord's
                  interest in the Leased Premises and all persons
                  contracting with the Tenant for the destruction or
                  removal of any facilities or other improvements or for
                  the erection, installation, alteration or repair of any
                  facilities or other improvements on or about the Lease
                  Premises, and all materialmen, contractors,
                  subcontractors, mechanics, and laborers are hereby
                  charged with notice that they must look only to the
                  Tenant and to the Tenant's interests in the Leased
                  Premises to secure the payment of any bill for work done
                  or material furnished at the request or instruction of
                  Tenant.

PARKING              17. Pursuant to all of the terms, provisions,
                  covenants and conditions contained herein, for the Term
**SEE             of this Lease, Landlord hereby grants to Tenant at no
ADDENDUM          charge during the term of this lease, the non-exclusive
PARAGRAPH         use of SIXTY (60) non-reserved parking spaces in the
# 62              Building parking areas and SIXTY (60) security cards.
                  Parking space use shall be subject to all of the terms,
                  provisions, conditions and covenants of this Lease.
                  Additional and/or replacement cards are available at a
                  cost of Twenty-five and 00/100 Dollars ($25.00) each. If
                  TENANT shall require parking spaces in addition to those
                  guaranteed in the Lease, LANDLORD may provide them at a
                  monthly charge to TENANT until such time as LANDLORD can
                  no longer do so due to such availability.**

ESTOPPEL             18. Tenant agrees that from time to time, upon not
STATEMENT         less than ten (10) days prior request by Landlord, Tenant
                  will deliver to the other a statement in writing
                  certifying (a) that this Lease is unmodified and in full
                  force and effect (or, if there have been modifications,
                  that the Lease as modified is in full force and effect
                  and stating the modifications); (b) the dates to which
                the rent and other charges have been paid; and (c)
                Landlord is not in default under any provisions of this
                Lease, or, if in default, the nature thereof in detail.

SUBORDINATION      19. If the Building and/or Leased Premises are at any
                time subject to a mortgage and/or deed of trust, and
                Tenant has received written notice from Mortgagee of
                same, then in any instance in which Tenant gives notice
                to Landlord alleging default by Landlord hereunder,
                Tenant will also simultaneously give a copy of such
                notice to each Landlord's Mortgagee and each Landlord's
                Mortgagee shall have the right (but not the obligation)
                to cure or remedy such default during the period that is
                permitted to Landlord hereunder, plus an additional
                period of thirty (30) days, and Tenant will accept such
                curative or remedial action (if any) taken by Landlord's
                Mortgagee with the same effect as if such action had been
                taken by Landlord.

                   This Lease shall at Landlord's option, which option
                may be exercised at any time during the Lease Term, be
                subject and subordinate to any first mortgage now or
                hereafter encumbering the Building however, such future
                mortgagee shall agree not to join Tenant in any
                foreclosure proceedings if Tenant is not in default under
                the Terms of this lease. This provision shall be
                self-operative without the execution of any further
                instruments. Notwithstanding the foregoing, however,
                Tenant hereby agrees to execute any instrument(s) which
                Landlord may deem desirable to evidence the subordination
                of this Lease to any and all such mortgages.
ATTORNMENT       20. If the interests of Landlord under this Lease
              shall be transferred voluntarily or by reason of
              foreclosure or other proceedings for enforcement of any
              first mortgage on the Leased Premises, Tenant shall be
              bound to such transferee (herein sometimes called the
              "Purchaser") for the balance of the Term hereof
              remaining, and any extensions or renewals thereof which
              may be effective in accordance with the terms and
              provisions hereof with the same force and effect as if
              the Purchaser were the Landlord under this Lease, and
              Tenant does hereby agree to attorn to the Purchaser,
              including the Mortgagee under any such mortgage if it be
              the Purchaser, as its Landlord, said Attornment to be
              effective and self-operative without the execution of any
              further instruments upon the Purchaser succeeding to the
              interest of the Landlord under this Lease. The respective
              rights and obligations of Tenant and the Purchaser upon
              such Attornment, to the extent of the then remaining
              balance of the Term of this Lease and any such extensions
              and renewals, shall be and are the same as those set
              forth herein. In the event of such transfer of Landlord's
              interest, Landlord, Mortgagee or any Purchaser shall not
              be liable or responsible for any act, omission or default
              by any prior Landlord including present Landlord, the
              return of any security deposit, or the payment of any
              Tenant allowance or other concession, be bound by any
              rent paid more than one (1) month in advance, or be
              subject to any offset, defense, or counterclaim against
              any prior Landlord, including present Landlord.

ASSIGNMENT       21. Without the written consent of Landlord first
              obtained in each case Tenant shall not assign, transfer,
              mortgage, pledge, or otherwise encumber or dispose of
              this Lease or underlet the Leased Premises or any part
              thereof or permit the Leased Premises to be occupied by
              other persons. In the case of a subletting, Landlord's
              consent may be predicated, among other things, upon
              Landlord becoming entitled to collect and retain all
              rentals payable under the sublease. If this Lease be
              assigned, or if the Leased Premises or any part thereof
              be underlet or occupied by anybody other than Tenant, the
              Landlord may, after default by the Tenant, collect or
              accept rent from the assignee, undertenant, or occupant
              and apply the net amount collected or accepted to the
              rent herein reserved, but no such collection or
              acceptance shall be deemed a waiver of this covenant or
              the acceptance of the assignee, undertenant, or occupant
              as Tenant, nor shall it be construed as or implied to be
              a release of the Tenant from the further observance and
              performance by the Tenant of the terms, provisions,
              covenants and conditions herein contained.

                 In lieu of consenting or not consenting, Landlord may,
              at its option, (i) in the case of the proposed assignment
              or subletting of Tenant's entire leasehold interest,
              terminate this Lease in its entirety, or (ii) in the case
              of the proposed assignment or subletting of a portion of
              the Premises, terminate this Lease at to that portion of
              the Premises which Tenant has proposed to assign or
              sublet. In the event Landlord elects to terminate this
              Lease pursuant to clause (ii) of this paragraph, Tenant's
              obligations as to Base Rental and Additional Rent shall
              be reduced in the same proportion that the Net Rentable
              Area of the portion of the Premises taken by the proposed
              assignee or subtenant bears to the total Net Rentable
              Area of the Premises.

SUCCESSORS       22. All terms, provisions, covenants and conditions to
AND ASSIGNS   be observed and performed by Tenant shall be applicable
              to and binding upon Tenant's respective heirs,
              administrators, executors, successors and assigns,
              subject, however, to the restrictions as to assignment or
              subletting by Tenant as provided herein. All expressed
              covenants of this Lease shall be deemed to be covenants
              running with the land.
HOLD             23. In consideration of said Premises being leased to
HARMLESS OF   Tenant for the above rental, Tenant agrees: that Tenant,
LANDLORD      at all times, will indemnify and keep Landlord harmless
              and shall defend Landlord (with counsel chosen by
              Landlord) from all losses, damages, liabilities and
              expenses, including without limitation, attorney's fees,
              at all levels, which may arise or be claimed against
              Landlord and be in favor of any persons, firms or
              corporations, consequent upon or arising from the use or
              occupancy of said Premises by Tenant, or consequent upon
              or arising from any acts, omissions, neglect or fault of
              Tenant and/or Tenant's agents, servants, contractors,
              employees, licensees, visitors, customers, patrons or
              invitees, or consequent upon or arising from Tenant's
              failure to comply with any laws, statutes, ordinances,
              codes or regulations as herein provided; that Landlord
              shall not be liable to Tenant for any damages, losses or
              injuries to the persons or property of Tenant which may
              be caused by the acts, neglect, omissions or faults of
              any persons, firms or corporations, except when such
              injury, loss or damage results from the gross negligence
              of Landlord, Landlord's agents or employees, and that
              Tenant will indemnify and keep harmless Landlord from all
              damages, liabilities, losses, injuries, or expenses,
              including without limitation, attorney's fees, at all
              levels, which may arise or be claimed against Landlord
              and be in favor of any persons, firms or corporations,
              for any injuries or damages to the person or property of
              any persons, firms or corporations, where said injuries
              or damages arose about or upon said Premises, as a result
              of the negligence, acts, omissions and/or fault of
              Tenant, and/or Tenant's agents, employees, servants,
              licensees, visitors, customers, patrons, and invitees.
              All property placed or moved into the Leased Premises or
              Building shall be at the risk of Tenant or the owner
              thereof, and Landlord shall not be liable to Tenant or
              such owner for any damage to said personal property.
              Tenant shall maintain at all times during the Term of
              this Lease an insurance policy or policies in an amount
              or amounts sufficient in Landlord's opinion, to indemnify
              Landlord or pay Landlord's damages, if any, resulting
              from any matter set forth hereinbefore in this paragraph
              23.

                 In case Landlord shall be made a party to any
              litigation commenced against Tenant, then Tenant shall
              protect and hold Landlord harmless and shall pay all
              costs, expenses and reasonable attorneys' fees, at all
              levels, incurred or paid by Landlord in connection with
              such litigation and any appeal thereof.

ATTORNEYS        24. If either party defaults in the performance of any
FEES          of the terms, provisions, covenants and conditions of
              this Lease and by reason thereof the other party employs
              the services of an attorney to enforce performance of the
              covenants, or to perform any service based upon defaults,
              then in any of said events the prevailing party shall be
              entitled to reasonable attorneys' fees and all expenses
              and costs incurred by the prevailing party pertaining
              thereto (including costs and fees relating to any appeal)
              and in enforcement of any remedy.

DAMAGE OR        25. In the event the Leased Premises shall be
DESTRUCTION   destroyed or so damaged or injured by fire or other
              casualty, during the Term of this Lease, whereby the same
              shall be rendered untenantable, then Landlord shall have
              the right, but not the obligation, to render such Leased
              Premises tenantable by repairs within 180 days therefrom.

                 Landlord agrees that, within 60 days following damage
              or destruction, it shall notify Tenant with respect to
              whether or not Landlord intends to restore the premises.
              If said Premises are not rendered tenantable within the
              aforesaid 180 days it shall be optional with either party
          hereto to cancel this Lease, and in the event of such
          cancellation the rent shall be paid only to the date of
          such fire or casualty. The cancellation herein mentioned
          shall be evidenced in writing. During any time that the
          Leased Premises are untenantable due to causes set forth
          in this paragraph, the rent or a just and fair proportion
          thereof shall be abated. Notwithstanding the foregoing,
          should damage, destruction or injury occur by reason of
          Tenant's negligence, Landlord shall have the right, but
          not the obligation, to render the Leased Premises
          tenantable within 360 days of the date of damage,
          destruction or injury and no abatement of rent shall
          occur.

             Notwithstanding the foregoing, should damage or
          destruction occur during the last twelve months of the
          Lease Term, either Landlord or Tenant shall have the
          option to terminate this Lease, effective on the date of
          damage or destruction, provided notice to terminate is
          given within 30 days of the date of such damage or
          destruction. Notwithstanding the foregoing, should the
          damage or destruction occur by reason of Tenant's
          negligence, Tenant shall not have such option to
          terminate.

EMINENT      26. If there shall be taken during the Term of this
DOMAIN    Lease any part of the Leased Premises, parking facilities
          or Building, other than a part not interfering with
          maintenance, operation or use of the Leased Premises,
          Landlord may elect to terminate this Lease or to continue
          same in effect. If Landlord elects to continue the Lease,
          in Landlord's absolute discretion, the rental shall be
          reduced in proportion to the area of the leased Premises
          so taken and Landlord shall repair any damage to the
          Leased Premises, parking facilities, or Building
          resulting from such taking, provided, however, Landlord
          shall have no obligation to expend in excess of any
          amount awarded as a result of any such taking, and the
          amount to be expended in connection therewith by Landlord
          shall be determined by Landlord, in Landlord's absolute
          discretion. If any part of the leased Premisses is taken
          by condemnation or Eminent Domain which renders the
          Premises unsuitable for its intended use, as reasonably
          determined by Landlord and Tenant, the Tenant may elect
          to terminate this Lease, or if any part of the Leased
          Premises is so taken which does not render the Premises
          unsuitable for its intended use, this Lease shall
          continue in effect and the rental shall be reduced in
          proportion to the area of the Leased Premises so taken
          and Landlord shall repair any damage to the Leased
          Premises resulting from such taking, provided, however,
          Landlord shall have no obligation to expend in excess of
          any amount awarded and attributable only to the Premises
          as a result of any such taking, and the amount to be
          expended in connection therewith by Landlord shall be
          determined by Landlord, in Landlord's absolute
          discretion. If all of the Leased Premises is taken by
          condemnation or Eminent Domain, this Lease shall
          terminate on the date of the taking. All sums awarded (or
          agreed upon between Landlord and the condemning
          authority) for the taking of the interest of Landlord
          and/or Tenant, whether as damages or as compensation, and
          whether for partial or total condemnation, will be the
          property of Landlord. If this Lease should be terminated
          under any provisions of this paragraph, rental shall be
          payable up to the date that possession is taken by the
          authority, and Landlord will refund to Tenant any prepaid
          un-accrued rent less any sum or amount then owing by
          Tenant to Landlord.
ABANDONMENT      27. If, during the Term of this Lease, Tenant shall
              abandon, vacate or remove from the Leased Premises the
              major portion of the goods, wares, equipment or
              furnishings usually kept on said Leased Premises, or
              shall cease doing business in said Leased Premises, or
              shall suffer the rent to be in arrears, Landlord may, at
              its option, cancel this Lease in the manner stated in
              Paragraph 28 hereof, or Landlord may enter said Leased
              Premises as the agent of Tenant by force or otherwise,
              without being liable in any way therefor and relet the
              Leased Premises with or without any furniture that may be
              therein as the agent of Tenant, at such price and upon
              such terms and for such duration of time as Landlord may
              determine, and receive the rent therefor applying the
              same to the payment of the rent due by these presents,
              and if the full rental herein provided shall not be
              realized by Landlord over above the expenses to Landlord
              of such reletting, Tenant shall pay any deficiency.

INSOLVENCY       28. It is agreed between the parties hereto that; if
              Tenant shall be adjudicated a bankrupt or an insolvent or
              take the benefit of any federal reorganization or
              composition proceeding or make a general assignment or
              take the benefit of any insolvency law; or if Tenant's
              leasehold interest under this Lease shall be sold under
              any execution or process of law; or if a trustee in
              bankruptcy or a receiver be appointed or elected or had
              for Tenant (whether under Federal or State laws); or if
              said Premises shall be abandoned or deserted; or if
              Tenant shall fail to perform any of the terms,
              provisions, covenants or conditions of this Lease on
              Tenant's part to be performed; or if this Lease or the
              Term thereof be transferred or pass to or devolve upon
              any persons, firms, officers or corporations other than
              Tenant by death of the Tenant, operation of law or
              otherwise; then and in any such event, at the option of
              Landlord, the total remaining unpaid Base Rental for the
              Term of this Lease shall become due and payable or this
              Lease and the Term of this Lease shall expire and end
              five (5) days after Landlord has given Tenant written
              notice (in the manner hereinafter provided) of such act,
              condition or default and Tenant hereby agrees immediately
              then to pay said Base Rental or quit and surrender said
              Leased Premises to Landlord; but this shall not impair or
              affect Landlord's right to maintain summary proceedings
              for the recovery of the possession of the Leased Premises
              in all cases provided for by law. If the Term of this
              Lease shall be so terminated, Landlord may immediately,
              or at any time thereafter, re-enter or repossess the
              leased Premises and remove all persons and property
              therefrom without being liable for trespass or damages.

LIEN FOR         29. Tenant hereby pledges and assigns to Landlord as
PAYMENT OF    security for the payment of any and all rental or other
RENT          sums or amounts provided for herein, all of the
              furniture, fixtures, goods and chattels of Tenant
              which shall or may be brought or put on or into said
              Leased Premises, and Tenant agrees that said lien may be
              enforced by distress, foreclosure or otherwise, at the
              election of the Landlord. Tenant hereby expressly waives
              and renounces for himself and family any and all
              homestead and exemption rights he may now have or
              hereafter acquire under or by virtue of the constitution
              and laws of the State of Florida or of any other state,
              or of the United States, as against the payment of said
              rental or any other obligation or damage that may accrue
              under the Terms of this Lease.

WAIVER OF        30. Failure of Landlord to declare any default
DEFAULT       immediately upon occurrence thereof, or delay in
              taking any action in connection therewith, shall not
              waive such default, but Landlord shall have the right to
              declare any such default at any time and take such action
              as might be lawful or authorized hereunder in law and/or
              in equity. No waiver by Landlord of a default by Tenant
             shall be implied, and no express waiver by Landlord shall
             affect any default other than the default specified in
             such waiver and that only for the time and extension
             therein stated.

                No waiver of any term, provision, condition or
             covenant of this Lease by landlord shall be deemed to
             imply or constitute, a further waiver by Landlord of any
             other term, provision, condition or covenant of this
             Lease. In addition to any rights and remedies
             specifically granted Landlord herein, Landlord shall be
             entitled to all rights and remedies available at law and
             in equity in the event that Tenant shall fail to perform
             any of the terms, provisions, covenants or conditions of
             this Lease on Tenant's part to be performed or fails to
             pay Base Rental, Additional Rental or any other sums due
             Landlord hereunder when due. All rights and remedies
             specifically granted to Landlord herein, by law and in
             equity shall be cumulative and not mutually exclusive.

RIGHT OF        31. Landlord, or any of his agents shall have the
ENTRY        right to enter the Leased Premises during all reasonable
             hours to examine the same or to make such repairs,
             additions or alterations as may be deemed necessary for
             the safety, comfort, or preservation thereof, or to said
             Building, or to exhibit said Leased Premises at any time
             within one hundred eighty (180) days before the
             expiration of this Lease. Said right of entry shall
             likewise exist for the purpose of removing placards,
             signs, fixtures, alterations, or additions which do not
             conform to this Lease. Landlord shall have the right to
             enter the premises at any time whatsoever in the event of
             an emergency.

NOTICE          32. Any notice given Landlord as provided for in this
             Lease shall be sent to Landlord by certified mail
             addressed to Landlord; Hand Delivered or Tele-faxed to
             Landlord's Management Office in the building. Any Notice
             given to LANDLORD must also be given to LANDLORD'S
             Mortgagee, Wachovia Securities, its Successors and
             Assigns ALTIMA, Wachovia Securities as Servicer, P.O. Box
             563956, Charlotte, NC 28256-3956. Any notice to be given
             Tenant under the terms of the Lease, unless otherwise
             stated herein, shall be in writing and shall be hand
             delivered or Tele-faxed to the office of Tenant in the
             Building. Either party, from time to time, by such
             notice, may specify another address to which subsequent
             notice shall be sent. Either party, from time to time, by
             such notice, may specify another address to which
             subsequent notice shall be sent.


LANDLORD        33. All automobile parking areas, driveways, entrances
CONTROLLED   and exits thereto, Common Areas, and other facilities
AREAS        furnished by Landlord, including all parking areas, truck
             way or ways, loading areas, pedestrian walkways and
             ramps, landscaped areas, stairways, corridors, and other
             areas and improvements provided by Landlord for the
             general use, in common, of tenants, their officers,
             agents, employees, servants, invitees, licensees,
             visitors, patrons and customers, shall be at all times
             subject to the exclusive control and management of
             Landlord, and Landlord shall have the right from time to
             time to establish, modify and enforce rules and
             regulations with respect to all facilities and areas and
             improvements, to police same, from time to time to change
             the area, level and location and arrangement of parking
             areas and other facilities herein above referred to, to
             restrict parking by and enforce parking charges (by
             operation of meters or otherwise) to tenants, their
             officers, agents, invitees, employees, servants,
             licensees, visitors, patrons and customers; to close all
             or any portion of said areas or facilities to such extent
             as may in the opinion of Landlord's counsel be legally
             sufficient to prevent a dedication thereof or the accrual
               of any rights to any person or the public therein; to
               close temporarily all or any portion of the public areas,
               Common Areas or facilities: to discourage nontenant
               parking to charge a fee for visitor and/or customer
               parking, and to do and perform such other acts in and to
               said areas and improvements as, in the sole judgement of
               Landlord, the Landlord shall determine to be advisable
               with a view to the improvement of the convenience and use
               thereof by tenants, their officers, agents, employees,
               servants, invitees, visitors, patrons, licensees and
               customers. Landlord will operate and maintain the Common
               Areas and other facilities referred to in such reasonable
               manner as Landlord shall determine from time to time.
               Without limiting the scope of such discretion, Landlord
               shall have the full right and authority to designate a
               manager of the parking facilities and/or Common Areas and
               other facilities who shall have full authority to make
               and enforce rules and regulations regarding the proper
               operation and maintenance of the parking areas and/or
               Common Areas and other facilities. Reference in this
               paragraph to parking areas and/or facilities shall in no
               way be construed as giving Tenant hereunder any rights
               and/or privileges in connection with such parking areas
               and/or facilities unless such rights and/or privileges
               are expressly set forth in paragraph 17 hereof.

CONDITION OF      34. Tenant agrees to surrender to Landlord, at the end
PREMISES ON    of the Term of this Lease and/or upon any cancellation of
TERMINATION    this Lease, said Leased Premises in as good condition as
OF LEASE AND   said Leased Premises were at the beginning of the Term of
HOLDING OVER   this Lease, ordinary wear and tear, and damage by fire or
               other casualty not caused by Tenant's negligence
               excepted. Tenant agrees that if Tenant does not surrender
               said Leased Premises to Landlord at the end of the Term
               of this Lease the Tenant will pay to Landlord double the
               amount of the current rental for each month or portion
               thereof that Tenant holds over plus all damages that
               Landlord may suffer on account of Tenant's failure to so
               surrender to Landlord possession of said Leased Premises,
               and will indemnify and save Landlord harmless from and
               against all claims made by any succeeding Tenant of said
               Leased Premises against Landlord on account of delay of
               Landlord in delivering possession of said Leased Premises
               in accordance herewith or otherwise.

                  No receipt of money by Landlord from Tenant after
               termination of this Lease or the service of any notice of
               commencement of any suite or final judgement for
               possession shall reinstate, continue or extend the Term
               of this Lease or affect any such notice, demand, suit or
               judgement.

                  No act or thing done by Landlord or its agents during
               the Term hereby granted shall be deemed an acceptance of
               a surrender of the Leased Premises, and no agreement to
               accept a surrender of the Leased Premises shall be valid
               unless it be made in writing and subscribed by a duly
               authorized officer or agent of Landlord.
OCCUPANCY          35. Tenant shall be responsible for and shall pay
TAX             before delinquency all municipal, county or state taxes
                assessed during the Term of this Lease against any
                occupancy interest or personal property of any kind,
                owned by or placed in, upon or about the Leased Premises
                by the Tenant.

SIGNS              36. Landlord shall have the right to install signs on
                the interior or exterior of the Building and Leased
                Premises and/or change the Building name or street
                address.

TRIAL BY JURY      37. It is mutually agreed by and between Landlord and
                Tenant that the respective parties hereto shall and they
                hereby do waive trial by jury in any action, proceeding
                or counterclaim brought by either of the parties hereto
                against the other on any matters arising out of or in any
                way connected with this Lease, the relationship of
                Landlord and Tenant, and Tenant's use or occupancy of the
                Premises. Tenant further agrees that it shall not
                interpose any counterclaim or counterclaims in a summary
                proceeding or in any action based upon non-payment of
                rent or any other payment required of Tenant hereunder.

RELOCATION OF      38. Landlord expressly reserves the right at
TENANT          Landlord's sole cost and expense to remove Tenant from
                the Leased Premises and to relocate Tenant in some other
                space of Landlord's choosing of approximately the same
                dimensions and size within the Building, which other
                space shall be decorated by Landlord at Landlord's
                expense. Landlord shall have the right, in Landlord's
                sole discretion, to use such decorations and materials
                from the existing Premises, or other materials so that
                the space in which Tenant is relocated shall be
                comparable in its interior design and decorating to the
                Premises from which Tenant is removed. Nothing herein
                contained shall be construed to relieve Tenant or imply
                that Tenant is relieved of the liability for or
                obligation to pay any Base Rent or Additional Rent due by
                reason of the provisions of paragraph(s) 3 and 4 of this
                Lease, the provisions of which paragraph shall be applied
                to the space in which Tenant is relocated on the same per
                square foot basis as said provisions were applied to the
                Premises from which Tenant is removed. Tenant agrees that
                Landlord's exercise of its election to remove and
                relocate Tenant shall not terminate this Lease or release
                Tenant, in whole or in part, from Tenant's obligation to
                pay the rents and perform the covenants and agreements
                hereunder for the full Term of this Lease. If Landlord
                relocates Tenant to another space on the same floor,
                Landlord shall pay all reasonable expenses associated
                with moving including telephones and computers. If
                Landlord relocates Tenant to another floor Landlord shall
                pay in addition to moving expenses, reasonable expenses
                for changing stationary and literature to reflect new
                address.

CROSS              39. If the term of any lease, other than this Lease,
DEFAULT         made by Tenant for any other space in the Building shall
                be terminated or terminable after the making of this
                Lease because of any default by Tenant under such other
                lease, such default shall, ipso facto constitute a
                default hereunder and empower Landlord at Landlord's sole
                option, to terminate this Lease as herein provided in the
                event of default.

INVALIDITY OF      40. If any term provision, covenant or condition of
PROVISION       this Lease or the application thereof to any person or
                circumstance shall, to any extent, be invalid or
                unenforceable, the remainder of this Lease or the
                application of such term provision, covenant or condition
                to persons or circumstances other than those as to which
                it is held invalid or unenforceable shall not be affected
                thereby and each term, provision, covenant or condition
                of this Lease shall be valid and be enforceable to the
                fullest extent permitted by law. This Lease shall be
                construed in accordance with the laws of the State of
                Florida.

TIME OF            41. It is understood and agreed between the parties
ESSENCE         hereto that time is of the essence of all there terms,
                provisions, covenants and conditions of this Lease.

MISCELLANEOUS      42. The terms Landlord and Tenant as herein contained
                shall include singular and/or plural, masculine, feminine
                and/or neuter, heirs, successors, executors,
                administrators, personal representatives and/or assigns
                wherever the context so requires or admits. The terms,
                provisions, covenants and conditions of this Lease are
                expressed in the total language of this Lease Agreement
                and the paragraph headings are solely for the convenience
                of the reader and are not intended to be all inclusive.
                Any formally executed addendum to or modification of this
                Lease shall be expressly deemed incorporated by reference
                herein unless a contrary intention is clearly stated
                therein.

EFFECTIVE          43. Submission of this instrument for examination does
DATE            not constitute an offer, right of first refusal,
                reservation of or option for the Leased Premises or an
                other space or premises in, on or about the Building.
                This instrument becomes effective as a Lease upon
                execution and delivery by both Landlord and Tenant.

ENTIRE             44. This lease contains the entire agreement between
AGREEMENT       the parties hereto and all pervious negotiations leading
                thereto, and it may be modified only by an agreement in
                writing signed by Landlord and Tenant. No surrender of
                the Leased Premises, or of the remainder of the terms of
                this Lease, shall be valid unless accepted by Landlord in
                writing. Tenant acknowledges and agrees that Tenant has
                no relied upon any statement, representation,
                prior written or contemporaneous oral promises,
                agreements or warranties except such as are expressed
                herein.

BROKERAGE          45. Tenant represents and warrants that it has dealt
                with no broker, agent or other person in connection with
                this transaction and that no broker, agent or other
                person brought about this transaction, other than NONE
                and Tenant agrees to indemnify and hold Landlord harmless
                from and against any claims by any other broker, agent or
                other person claiming a commission or other form of
                compensation by virtue of having dealt with Tenant with
                regard to this leasing transaction. The provisions of
                this paragraph shall survive the termination of this
                Lease.

FORCE              46. Neither Landlord nor Tenant shall be required to
MAJEURE         perform any term, condition, or covenant in this Lease so
                long as such performance is delayed or prevented by force
                majeure, which shall mean acts of God, labor disputes
                (whether lawful or not), material or labor shortages,
                restrictions by any governmental authority, civil riots,
                floods, and any other cause not reasonably within the
                control of Landlord or Tenant and which by the exercise
                of due diligence Landlord or Tenant is unable, wholly or
                in part, to prevent or overcome. Lack of money shall not
                be deemed force majeure.
               ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

IN WITNESS WHEREOF, the parties hereto, have signed, sealed and delivered this Lease in triplicate at Dade
County, Florida on the date and year first above written.

                              LANDLORD: BISCAYNE CENTER, LLC.

WITNESSES:

                                By /s/ Richard F. Wagman
                                   -----------------------------------
                                   Richard F. Wagman

                                Title:     VICE - PRESIDENT
                                         -------------------------------

                                Date:    4/15/03
                                        --------------------------------




                            TENANT: EPIXTAR MANAGEMENT CORP.

WITNESSES:

         /s/ Deborah Gambone                     By /s/
         ----------------------------               ----------------------------------------

         ----------------------------
                                                 Title: President, Epixtar Management Corp.
                                                        ------------------------------------

                                                 Date:    3/14/03
                                                         -------------------------------------
                                         RULES AND REGULATIONS

The following Rules and Regulations, hereby accepted by Tenant, are prescribed by Landlord to enable Landlord
to provide, maintain, and operate, to the best of Landlord's ability, orderly, clean and desirable premises, Building
and parking facilities for the Tenants therein at as economical a cost as reasonably possible, and to regulate
conduct in and use of said Premises, Building and Parking facilities in such manner as to minimize interference by
others in the proper use of same by Tenant.

1. Tenant, its officers, agents, servants and employees shall not block or obstruct any of the entries, passages,
doors, elevators, elevator doors, hallways or stairways of Building or garage, or place, empty or throw any
rubbish, litter, trash or material of any nature into such areas, or permit such areas to be used at any time except
for ingress or egress of Tenant, its officers, agents servants, employees, patrons, licensees, customers, visitors or
invitees.

2. The movement of furniture, equipment, machines, merchandise or materials within, into or out of the Leased
Premises, Building or parking facilities shall be restricted to time, method and routing of movement as determined
by Landlord upon request from Tenant and Tenant shall assume all liability and risk to property, Premises and
Building in such movement. Tenant shall not move furniture, machines, equipment, merchandise or materials
within, into or out of the Building, Leased Premises or garage facilities without having first obtained a written
permit from Landlord twenty-four (24) hours in advance. Safes, large files, electronic data processing equipment
and other heavy equipment or machines shall be moved into Leased Premises, Building or parking facilities only
with Landlord's written consent and placed where directed by Landlord.

3. No sign, door plaque, advertisement or notice shall be displayed, painted or affixed by Tenant, its officers,
agents servants, employees, patrons, licensees, customers, visitors, or invitees in or on any part of the outside or
inside of the Building, garage facilities or Leased Premises without prior written consent of Landlord and then
only of such color, size, character, style and materials and in such places as shall be approved and designated by
Landlord. Signs on doors and entrances to Leased Premises shall be placed thereon by a contractor designated
by Landlord and paid for by Tenant.

4. Landlord will not be responsible for lost or stolen property, equipment, money or any article taken from
Leased Premises, Building or parking facilities regardless of how or when loss occurs.

5. No additional locks shall be placed on any door or changes made to existing locks in Building without the prior
written consent of Landlord. Landlord will furnish two keys to each lock on doors in the Leased Premises and
Landlord, upon request of Tenant, shall provide additional duplicate keys at Tenant's expense. Landlord may at
all times keep a pass key to the Leased Premises. All keys shall be returned to Landlord promptly upon
termination of this Lease.

6. Tenant, its officers, agents, servants or employees shall do no painting or decorating in Leased Premises, or
mark, paint or cut into, drive nails or screw into or in any way deface any part of Leased Premises or Building
without the prior written consent of Landlord. If Tenant desires signal, communication, alarm or other utility or
service connection installed or changed, such work shall be done at expense of Tenant, with the approval and
under the direction of Landlord.

7. Landlord reserves the right to: (i) close the Building at 6:00 PM, subject, however, to Tenant's right to
admittance under regulations prescribed by Landlord, and to require the persons entering the Building to identify
themselves and establish their right to enter or to leave the Building; (ii) close all parking areas between the hours
of 9:00 PM and 7:00 AM during week days; (iii) close all parking areas on weekends and holidays.

8. Tenant, its officers, agents, servants and employees shall not permit the operation of any musical or sound
producing instruments or device which may be heard outside Leased Premises, Building or parking facilities, or
which may emanate electrical waves which will impair radio or television broadcasting or reception from or in
Building.

9. Tenant, its officers, agents, servants, and employees shall, before leaving Leased Premises unattended, close
and lock all doors and shut off all utilities; damage resulting from failure to do so shall be paid by Tenant. Each
Tenant before the closing of the day and leaving the said Leased Premises shall see that all blinds and/or
draperies are pulled and drawn.

10. All plate and other glass now in Leased Premises or Building which is broken through cause attributable to
Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees shall be
replaced by and at expense of Tenant under the direction of Landlord.

11. Tenant shall give Landlord prompt notice of all accidents to or defects in air conditioning equipment,
plumbing, electric facilities or any part or appurtenance of Leased Premises.

12. The plumbing facilities shall not be used for any other purpose than for which they are constructed, and no
foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be borne by Tenant, who shall or whose officers, employees,
agents, servants, patrons, customers, licensees, visitors or invitees shall have caused it.

13. All contractors and/or technicians performing work for Tenant within the Leased Premises, Building or
parking facilities shall be referred to Landlord for approval before performing such work. This shall apply to all
work including, but not limited to, installation of telephones, telegraph equipment, electrical devices and
attachments, and all installations affecting floors, walls, windows, doors, ceiling, equipment or any other physical
feature of the Building, Leased Premises or parking facilities. None of this work shall be done by Tenant without
Landlord's prior written approval.

14. No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Building,
nor placed in the halls, corridors or vestibules without the prior written consent of Landlord.

15. Glass panel doors that reflect or admit light into the passageways or into any place in the Building shall not be
covered or obstructed by the Tenant, and Tenant shall not permit, erect, and/or place drapes, furniture, fixtures,
shelving, display cases or tables, lights or signs and advertising devices in front of or in proximity of interior and
exterior windows, glass panels, or glass doors providing a view into the interior of the Leased Premises unless
same shall have first been approved in writing by Landlord.

16. Canvassing, soliciting and peddling in the Building or parking facilities is prohibited and each Tenant shall
cooperate to prevent the same. In this respect, Tenant shall promptly report such activities to the Building
Manager's office.

17. There shall not be used in any space, or in the public halls of the Building, either by any Tenant or by jobbers
or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and
side guards.

18. The work of Landlord's janitors or cleaning personnel shall not be hindered by Tenant after 5:30 PM and
such work may be done at any time when the offices are vacant. The windows, doors and fixtures may be
cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles, cabinets, bookcases, map
cases, etc., necessary to prevent unreasonable hardship to Landlord in discharging its obligation regarding
cleaning service. In this regard, Tenant shall also empty all glasses, cups and other containers holding any type of
liquid whatsoever.

19. In the event Tenant must dispose of crates, boxes, etc., which will not fit into office wastepaper baskets, it
will be the responsibility of Tenant with Landlord's assistance to dispose of same. In no event shall Tenant set
such items in the public hallways or other areas of Building or parking facilities, excepting Tenant's own Premises,
for disposal.

20. Tenants are cautioned in purchasing furniture and equipment that the size is limited to such as can be placed
on the elevator and will pass through the doors of the Leased Premises. Large pieces should be made in parts
and set up in the Leased Premises. Landlord reserves the right to refuse to allow to be placed in the Building any
furniture or equipment of any description which does not comply with the above conditions.
21. Tenant will be responsible for any damage to the Leased Premises, including carpeting and flooring, as a
result of rust or corrosion of file cabinets, roller chairs, metal objects or spills of any type of liquid.

22. If the Premises demised to any Tenant become infested with vermin, such Tenant, at its sole cost and
expense, shall cause its premises to be exterminated from time to time, to the satisfaction of Landlord, and shall
employ such exterminators therefor as shall be approved by Landlord.

23. Tenant shall not install any antenna or aerial wires, or radio or television equipment, or any other type of
equipment, inside or outside of the Building, without Landlord's prior approval in writing, and upon such terms
and conditions as may be specified by Landlord in each and every instance.

24. Tenant shall not advertise the business, profession or activities of Tenant in any manner which violates the
letter or spirit of any code of ethics adopted by any recognized association or organization pertaining thereto, or
use the name of the Building for any purpose other than that of the business address of Tenant or use any
letterheads, envelopes, circulars, notices advertisements, containers or wrapping material, without Landlord's
express consent in writing.

25. Tenant, its officers, agents, employees, servants, patrons, customers, licensees, invitees and visitors shall not
solicit business in the Building's parking facilities or Common Areas, nor shall Tenant distribute any hand bills or
other advertising matter in automobiles parked in the Building's parking facilities.

26. Tenant shall not conduct its business in such manner as to create any nuisance, or interfere with, annoy or
disturb any other tenant in the Building, or Landlord in its operation of the Building or commit waste or suffer or
permit waste to be committed in the Leased Premises, Building or parking facilities. In addition, Tenant shall not
allow its officers, agents, employees, servants, patrons, customers, licensees and visitors to conduct themselves in
such manner as to create any nuisance or interfere with, annoy or disturb any other tenant in the Building or
Landlord in its operation of the Building or commit waste or suffer or permit waste to be committed in the Leased
Premises, Building or parking facilities.

27. Tenant, its officers, agents, servants or employees shall not install or operate any refrigerating, heating or air
conditioning apparatus or carry on any mechanical operation or bring into Leased Premises, Building or garage
facilities any inflammable fluids or explosives without written permission of Landlord.

28. Tenant, its officers, agents servants or employees shall not use Leased Premises, Building or garage facilities
for housing, lodging or sleeping purposes or for the cooking or preparation of food, without the prior written
consent of the Landlord.

29. Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees shall not
bring into garage facilities, Building or Leased Premises or keep on Leased Premises any fish, fowl, reptile, insect,
or animal or any bicycle or other vehicle without the prior written consent of Landlord, wheel chairs and baby
carriages excepted.

30. Neither Tenant nor any officer, agent, employee, servant, patron, customer, visitor, licensee or invitee of any
Tenant shall go upon the roof of the Building without the written consent of the Landlord or the authorization of
the Heliport administration.

31. Tenant's employing laborers or others outside of the Building shall not have their employees paid in the
Building, But shall arrange to pay their payrolls elsewhere.

32. Tenant, its officers, agents, servants, employees, patron's licenses, visitors and invites shall not smoke in the
common areas of the Building.

33. Tenants, its officers and employees shall not park in visitors parking areas of Building.

34. Tenants, its officers and employees shall comply with all reasonable recycling regulations dictated by Dade
County and Landlord.
                                             FIRST ADDENDUM

ATTACHED TO and made a part of the Standard Office Building Lease dated April 15, 2003 (the "Standard
Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and EPIXTAR MANAGEMENT CORP.
AS TENANT, covering approximately 16,810, net rentable square feet of office space (the "Leased Premises"
or the "Premises"), which is a part of the THIRD & SEVENTH floors of the building known as BISCAYNE
CENTRE, located at 11900 Biscayne Boulevard, Miami, Florida 33181.

This First Addendum (the "Addendum") is hereby incorporated into and made a part of such Standard Lease.
Unless set forth in this Addendum to the contrary, the terms set forth herein shall have the same meaning as set
forth in the Standard Lease, and to the extent of any conflict between the terms and conditions of the Standard
Lease and this Addendum, the terms and conditions of this Addendum shall prevail. The Standard Lease,
Addendum, and any other documents executed in connection therewith are collectively referred to herein as the
"Lease" or "Lease Agreement."

47. RENT COMMENCEMENT

"Base Rent" at the rate of NINETEEN DOLLARS AND 62/100 ($19.50) per rentable square foot per annum,
shall commence when; (i) "Expansion Space A" or "Expansion Space B" or; (ii) "Expansion Premise A" and
"Expansion B" are deemed ready for occupancy. Rent shall commence however on only the "Expansion Space"
completed. By way of example and without limiting the generality of the foregoing; (i) if "Expansion Space A" is
completed without" Expansion Space B" being completed rent shall commence on "Expansion Space A" only. If
"Expansion Premise B" is completed before "Expansion Space A" is complete then rent shall commence on"
Expansion Premise B" only; (iii) if "Expansion Space A and B" are both completed at the same time then rent
shall Commence on "Expansion Space A and B" simultaneously. TENANT shall pay rent on the Original
Premises at a rate of $19.50 per annum until the improvements are completed.

48. BASE RENT

TENANT agrees to pay LANDLORD a total "Base Rental" of ONE MILLION SEVEN HUNDRED SIXTY
SEVEN THOUSAND FOUR HUNDRED THREE AND 40/100 DOLLARS' ($1,767,403.40, without any
offset or deduction whatsoever, in lawful (legal tender for public or private debts) money of the United States of
America, at the Management Office of the building or elsewhere as designated from time to time by
LANDLORD's written notice to TENANT, said total "Base Rental" shall be paid as follows:

1. The Annual Base Rental Rate for year one (1) shall be THREE HUNDRED TWENTY SEVEN
THOUSAND SEVEN HUNDRED NINETY FIVE DOLLARS AND NO/100 ($327,795.00) in equal
monthly installments of TWENTY SEVEN THOUSAND THREE HUNDRED SIXTEEN DOLLARS AND
25/100 ($27,316.25) which is computed at a Base Rental Rate of NINETEEN DOLLARS AND 50/100
$19.50 per rentable square foot.

2. The Annual Base Rental Rate for year two (2) shall be THREE HUNDRED FORTY THOUSAND TWO
HUNDRED THIRTY FOUR DOLLARS AND 40/100 ($340,234.40) in equal monthly installments of
TWENTY EIGHT THOUSAND THREE HUNDRED FIFTY TWO DOLLARS AND 87/100 ($28,352.87)
which is computed at a Base Rental Rate of TWENTY DOLLARS AND 24/100 ($20.24) per rentable square
foot.

3. The Annual Base Rental Rate for year three (3) shall be THREE HUNDRED FIFTY THREE THOUSAND
TEN DOLLARS AND NO/100 ($353,010.00 in equal monthly installments of TWENTY NINE THOUSAND
FOUR HUNDRED SEVENTEEN DOLLARS AND 50/100 ($29,417.50)which is computed at a Base Rental
Rate of TWENTY ONE DOLLARS AND NO/100 ($21.00) per rentable square foot.

4. The Annual Base Rental Rate for year four (4) shall be THREE HUNDRED SIXTY SIX THOUSAND
TWO HUNDRED EIGHTY NINE DOLLARS AND 90/100 ($366,289.90) in equal monthly installments of
THIRTY THOUSAND FIVE HUNDRED TWENTY FOUR DOLLARS AND 16/100 ($30,524.16) which is
computed at a Base Rental Rate of TWENTY ONE DOLLARS AND 79/100 ($21.79) per rentable square
foot.
5. The Annual Base Rental Rate for year five (5) shall be THREE HUNDRED EIGHTY THOUSAND
SEVENTY FOUR DOLLARS AND 10/100 ($380,074.10) in equal monthly installments of THIRTY ONE
THOUSAND SIX HUNDRED SEVENTY TWO DOLLARS AND 84/100 ($31,672.84) which is computed
at a Base Rental Rate of TWENTY TWO DOLLARS AND 61/100 ($22.61) per rentable square foot.

49. LEASED PREMISES

The Leased Premises shall consist of three (3) areas; (i) the Original Premise consisting of approximately 5844
rentable square feet, hereinafter referred to a Original Premise; (ii) "Expansion Space A" consisting of
approximately 1726 rentable square feet hereinafter referred to as "Expansion Spaces A" and; (iii) "Expansion
Spaces B" consisting of approximately 9240 rentable square feet, hereinafter referred to as "Expansion Spaces
B". SEE EXHIBIT B

50. LEASE COMMENCEMENT

This Lease shall Commence when "Expansion Space A and B" or "Expansion Space A" or "Expansion Space B"
is ready for Occupancy by the TENANT "Lease Commencement". For the purpose of this Paragraph, the
"Expansion Spaces A & B" shall be deemed substantially completed and ready for occupancy by TENANT
when LANDLORD'S Supervising Architect certifies that the LANDLORD'S work has been substantially
completed in accordance with the plans and specifications approved by LANDLORD and TENANT. By way of
example; and without limiting the generality of the foregoing; (i), if "Expansion Space A or B" shall be constructed
separately and deemed ready for occupancy the Lease shall Commence; then the lease shall commence when the
"Expansion Spaces B" is deemed ready for Occupancy.

51. INSURANCE

In addition to any other insurance required to be procured by TENANT pursuant to the terms and conditions of
the Lease, this Addendum, and/or any documents executed in connection therewith, TENANT shall be obligated
to obtain and keep in full force and effect, throughout the term of the Lease, including any options or renewals
thereof, at TENANT'S sole cost and expense: (i) comprehensive general public liability insurance in companies
maintaining a rating of at least A+ under the "Best" published ratings or similar ratings and publications if Best is
no longer published to afford protection in an amount equal to THREE MILLION ($3,000,000.00) DOLLARS
combined single limit for bodily injury and property damage; (ii) "all risk" property insurance covering
TENANT'S property, improvements and betterments, alterations and any other property for which TENANT is
legally liable or which was installed by on or behalf of TENANT, in an amount equal to the full replacement value
thereof; and (iii) workmen's compensation insurance, as required by law. Such insurance shall name
LANDLORD and' LANDLORD'S mortgagee as additional insurers/loss payees thereunder. All of the
aforementioned policies shall (i) provide that they may not be changed, amended, reduced, canceled, or allowed
to lapse except after thirty (30) days prior written notice from the insurance company to LANDLORD. Each of
such policies shall be written by companies maintaining a rating of at least A+ under the "Best" published ratings
or similar rating and publications if Best is no longer published.

TENANT shall provide LANDLORD with duly executed certificates of insurance upon issuance thereof and a
certificate evidencing any renewal or replacement thereof shall be delivered to LANDLORD not less than ten
(10) days prior to expiration and/or cancellation of the policy. The minimum limits of any insurance coverage
required in this paragraph 51 shall not limit TENANT'S liability under the lease.

52. DEFAULT

A. EVENTS OF DEFAULT

Upon the happening of one or more of the events set forth below, in subparagraphs 1. through 9. inclusive,
TENANT shall be in default of this Lease, and LANDLORD shall have all the rights and remedies hereinafter set
forth:

1. In the event TENANT shall not pay rent or any other amounts due hereunder at the time and in the manner
stated: or
2. In the event TENANT fails to pay when due any rent or other amounts payable under this Lease three (3) or
more times in any period of twelve (12) consecutive months; or

3. In the event TENANT shall suffer to be filed against TENANT an involuntary petition in bankruptcy or shall
be adjudged a voluntary or involuntary bankrupt; or

4. In the event TENANT shall make an assignment for the benefit of creditors; or

5. In the event there should be appointed a receiver or other court officer to take charge of TENANT'S property
either in the State Courts or in the Federal Courts and such receivership is not dismissed within thirty (30) days
from such appointment; or

6. In the event TENANT removes, attempts to remove, or permits to be removed from the Premises, except in
the usual course of TENANT'S trade or business, the goods, furniture, effects or other property of TENANT
brought thereon; or

7. In the event TENANT, before the expiration of the term of this Lease, including options, extensions and
renewals hereof, and without the written consent of LANDLORD, vacates the Premises or abandons the
possession thereof, or uses the same for purposes other than the purposes for which the same are leased or
ceases to use the Premises for the purposes herein expressed; or

8. In the event any persons or entities performing work or services for and/or at TENANT'S request file or
record any mechanic's or other liens against the Premises or the Building or any property belonging to
LANDLORD or its agents; or

9. In the event TENANT shall fail to keep and perform any other condition, stipulation or agreement herein
contained on the part of TENANT to be observed, kept and performed for more than seven (7) days after
written notice thereof is given by LANDLORD to TENANT specifying the nature of such default, or if the default
so specified shall be of such a nature that the same cannot be reasonably cured or remedied within such seven
(7) day period, if TENANT shall not in good faith have commenced the curing or remedying of such default
within such seven (7) day period and shall not thereafter continuously and diligently proceed therewith to
completion.

B. REMEDIES OF LANDLORD

1. Upon the happening of any such event or events as set forth in paragraph 52 above, LANDLORD shall, in
addition to all its available remedies at law and/or equity, have the right to declare this Lease in default and/or
breach based upon such event or events, and thereafter:

(a) Have the right to immediately re-enter the Premises, either by summary proceedings, or other means, other
than force and to dispossess TENANT and all other occupants therefrom and remove and dispose of all
property therein in the manner provided in subparagraph 4., below and without LANDLORD being deemed
guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby; or

(b) Have the right, at its option, to terminate this Lease upon seven (7) days written notice to TENANT and to
thereafter re-enter and take possession of the Premises with or without legal process; but not by means of force
or

(c) Have the right, at its option, from time to time, without terminating this Lease, to re-enter and relet the
Premises, or any; part thereof, with or without legal process, as the agent and for the account of TENANT upon
such terms and conditions as LANDLORD shall deem advisable or satisfactory, in which event the rents received
on such re-letting shall be applied first to the expenses of such re-letting and collection including without limitation,
necessary renovations and alterations of the Premises, reasonable attorney's fees, and/or any real estate
commissions paid, and thereafter toward payment of all sums due or to become due to LANDLORD hereunder,
and if a sufficient sum shall not thus be realized or secured to pay such sums and other charges, (i) at
LANDLORD'S option, TENANT shall pay to LANDLORD any deficiency monthly, notwithstanding
LANDLORD may have received rental in excess of the rent stipulated in this Lease in previous or subsequent
months, and LANDLORD may bring an action therefor as such monthly deficiency, shall arise, or (ii) at
LANDLORD'S option, the entire deficiency which is subject to ascertainment for the remaining term of this
Lease, shall be immediately due and payable, provided, however, that nothing contained herein shall be construed
to require LANDLORD to re-enter and re-let in any event, and LANDLORD shall not, in any event, be required
to pay TENANT any surplus or any sums received by LANDLORD on a re-letting of the Premises in excess of
the rent and other amounts provided in this Lease.

2. Upon the happening of any such event or events as set forth in paragraph 52 above, LANDLORD shall, in
addition to all its available remedies hereunder and/or at law and/or equity, have the right to declare this Lease in
default and/or breach based upon such event or events, and thereafter, at its option, declare the rents and other
amounts due for the entire remaining term immediately due and payable without regard; to whether or not
possession shall have been surrendered to or taken by LANDLORD, and commence an action immediately
thereupon and recover judgment therefor.

3. LANDLORD may, in its sole discretion, at any time after (a) LANDLORD reasonably believes that
TENANT vacates or abandons the Premises, (b) LANDLORD obtains a judgment for the removal of
TENANT, and/or (c) TENANT defaults under the terms and conditions of this Lease, re-enter the Premises for
the purposes of exhibiting the same to prospective purchasers or tenants or otherwise without such re-entry
constituting a forfeiture of the rents or other charges to be paid under this Lease, including without limitation,
accelerated rents, and the covenants, agreements and conditions to be kept and performed by the TENANT, for
the full term of this Lease, including renewals and extensions, if any, and without such re-entry constituting any
type of surrender whatsoever.

4. LANDLORD, in addition to any other remedies it may have available hereunder and/or at law and/or equity,
shall have the right to remove all or any part of TENANT'S property from the Premises and any property
removed may be stored in any public warehouse or elsewhere at the cost of, and for the account of, TENANT,
and LANDLORD shall not be responsible for the care or safekeeping thereof, and TENANT hereby waives any
and all loss, destruction or other damage or injury which may be occasioned by any of the aforesaid acts. In the
event TENANT shall fail to timely advise LANDLORD of the disposition of the aforesaid property, and make
suitable arrangement therefor, including payment of sums incurred in connection therewith, TENANT agrees that
LANDLORD may thereafter dispose of said property in accordance with the provisions of applicable law.

5. No re-entry or taking of possession of the Premises by LANDLORD, as herein above provided, shall be
construed as an election on LANDLORD'S part to terminate this Lease unless written notice of such intention is
given to TENANT. Notwithstanding any reletting without termination, as herein above provided, LANDLORD
may, at all times thereafter, elect to terminate this Lease for such previous default or breach. Any re-entry or
retaking of possession, as herein above provided, shall be allowed by TENANT without hindrance, and
LANDLORD shall not be liable in damages for any such re-entry or retaking of possession, or guilty of trespass
or forcible entry.

6. Any rents and other amounts which may be due LANDLORD, whether by acceleration or otherwise as herein
above provided, shall include Base Rental and percentage rent, if any, and any other rents or sums payable to
LANDLORD under this Lease.

7. Any and all rights, remedies and options hereunder shall be cumulative and in addition to and without waiver of
or in derogation of any right or remedy given LANDLORD at law and/or equity, whether in effect now or
hereafter in effect.

8. In the event that TENANT fails to promptly and fully perform and comply with each and every term,
provision, covenant, agreement, undertaking or condition under this Lease and the matter is turned over to
LANDLORD'S attorneys, TENANT shall pay LANDLORD'S attorney's fees and costs, whether or not suit is
brought, and if suit is brought, at pre-trial, trial, post-judgment, and appellate levels.
53. RETURNED CHECKS

If at any time during the term of this Lease, including options, renewals and extensions thereof, if any, any
payment by check for rent or other amounts due under this Lease is returned due to insufficient funds or for any
other reason whatsoever, then LANDLORD shall have the right, in its sole discretion, to require any future
payments of rent or other amounts due under this Lease to be made to LANDLORD by cash or cashier's check,
and LANDLORD, in addition to any other rights and remedies under this Lease and/or at law and/or equity, shall
be entitled to charge TENANT for any expenses incurred by reason of any such returned check. Any failure by
LANDLORD to insist upon payment of a specific installment of rent or other amounts due under this Lease to be
made by cash or cashier's check shall not be deemed a waiver of LANDLORD'S right to require a future
installment thereof to be made by cash or cashier's check at any time whatsoever, regardless of whether any
further checks are returned for insufficient funds or any other reason whatsoever.

54. JUDICIAL CONSTRUCTION

Should any provision of the Lease, this Addendum, and/or any documents executed in connection therewith
require judicial or other interpretation or construction, it is agreed that the court or fact finder interpreting or
construing same shall not apply a presumption that the terms shall be more strictly construed against one party or
the other by reason of the rule of construction that a document is to be construed more strictly against the party
who through itself or through its agents prepared the document. It is acknowledged and agreed that the agents
and attorneys of the undersigned have participated in the preparation and negotiation of the Lease, this
Addendum and any documents executed in connection therewith.

55. RADON GAS

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

56. DUAL AGENCY DISCLOSURE STATEMENT

TENANT warrants and represents that, to TENANT'S knowledge, there is no Real Estate Broker involved in
this lease, and that TENANT has had no dealings with any Real Estate Broker or salesman in the negotiation of
this Lease and TENANT shall indemnify, release and hold LANDLORD harmless from and against any and all
damages, fines, penalties, liabilities, and expenses, including without limitation, attorney's fees, whether or not suit
is brought, and if suit is brought, at pre-litigation, trial, post-judgment, and appellate levels, which may arise or be
claimed against LANDLORD and/or its agents or employees, incurred in connection with or in' any way relating
to any claim for commissions, fees, compensation or otherwise, by any broker or salesperson whatsoever or any
communications or negotiations with any broker or salesperson concerning this Lease and/or the consummation
thereof, the premises or any other premises in the building. The provisions of this paragraph shall survive the
termination of this lease.

57. HAZARDOUS MATERIALS

Tenant shall not use or permit the use of the Premises for the generation, storage, treatment, use, transportation or
disposal of any chemical, material or substance which is regulated as toxic or hazardous or exposure to which is
prohibited, limited, or regulated by any federal, state, county, regional, local or other governmental authority; or
which, even if not so regulated, may or could pose a hazard to the health and safety of the other tenants and
occupants of the Landlord's property or adjacent property. In the event of any use in violation of this provision
Tenant will remove, or cause to be removed, such material at its own expense, and will indemnify LANDLORD,
its officers, agents, successors and assigns from and against any loss, cost, damage, liability or expense (including
attorneys' fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action
or any other activity required or recommended by any governmental authority in connection with such violation or
as a result of or in connection with the act or omission of Tenant or persons within Tenant's control or the breach
of this lease by TENANT or persons within TENANT'S control. Tenant's liability for such indemnification is not
limited by any exculpatory provision in this Lease, and shall survive any cancellation or termination of this Lease
or transfer of Landlord's interest in the Premises.
58. LIMITATION AND DURATION OF LIABILITY

Notwithstanding anything now or hereafter contained in the Complete Lease to the contrary, Tenant agrees and
acknowledges that Tenant shall look solely and only to Landlord's interest in the Building in the event of any
default or breach by Landlord with respect to any of the terms and provisions of the Complete Lease on the part
of the' Landlord to be performed or observed and/or any other act, omission and/or negligence of Landlord; and
no other assets whatsoever of Landlord shall be subject to liability, levy, execution or other judicial process or
award for the satisfaction of Tenant's claim(s) of any kind or sort whatsoever. The term "Landlord" as used in the
Complete Lease shall be limited to mean and include only the owner or owners of the Premises at the time in
question, and in the event of any sale, assignment, conveyance and/or other transfer of the Premises, Landlord
(and in case of any subsequent transfers or conveyances, the grantor) shall be automatically freed and relieved,
from and after the date of such sale, assignment, conveyance and/or other transfer, of all liability and/or obligation
in the Complete Lease and/or any matter pertaining thereto. The terms of this paragraph shall survive a
termination or expiration of the Complete Lease and/or any other matter.

59. NON-LIABILITY

Landlord shall not be liable for any loss or damage to any property of Tenant or any others located in the
Premises and/or any other portion of the Building, by theft or otherwise, irrespective of the cause of such damage
or loss, unless due to the gross negligence of Landlord. Without limiting the terms of the immediately preceding
sentence, Landlord shall not be liable to Tenant and/or anyone else for any loss, costs, fines, causes of action, or
damage that may be occasioned by or through (1) the negligence, omissions or other acts of Tenant, other tenants
or occupants, and/or any other persons or entities and/or (ii) any operations in the construction of any private,
public or quasi-public work. Landlord shall not be liable for any damage to Tenant, any of Tenant's property, the
Premises, and/or any other property, and/or injury or death to any persons, resulting from fire, explosion, falling
plaster, sprinklers, steam, gas, electricity, water, rain or leaks from any part of the Premises, the Building and/or
elsewhere or from the pipes, appliances, or plumbing works and/or any bursting thereof or from the roof, ceiling,
street, or subsurface or from any other place or by dampness or by any other cause of whatsoever nature.
Without limiting any other terms of the Complete Lease, Landlord shall not be liable for latent defects in
construction of the Premises and/or any of the Building. Notwithstanding anything contained in the Complete
Lease to the contrary, in no event shall Landlord be liable for any incidental or consequential damages. In no
event shall Landlord be liable for any interruption or failure in the supply of any utility or other service to the
Premises and/or the Building.

Landlord shall have no obligation to provide any security whatsoever for the Premises and/or the Building, and
Landlord shall not be liable for any personal injuries, property damage, theft and/or other damage or loss
occurring on or about the Premises, the real property on which the Building is located, the common areas,
parking! areas, and/or any other portions of the Building and/or related on and off-site facilities, and Landlord
shall not be liable for any damage or loss of any nature whatsoever to, or any theft of, automobiles or other
vehicles located within such parking areas and/or other facilities or any contents therein, while in or about the
same. Landlord has no liability for providing and/or discontinuing any security whatsoever and if Landlord
provides security, no liability for personal injuries, property damage, theft and/or other damage or loss shall arise
in any event upon so providing such security and Landlord may, in its absolute discretion, without incurring any
liability by reason thereof, discontinue same at any time.

The terms and conditions of this paragraph 59 shall survive a termination or expiration of the Complete Lease
and/or any other event.

60. TENANT IMPROVEMENTS

LANDLORD shall at LANDLORD'S expense construct the premises according to the plans, Building Standards
and specifications which shall be approved by LANDLORD and TENANT and attached hereto and
incorporated herein as "Exhibit B" and made a part of this Lease. Tenant shall pay all extra (over standard) tenant
improvements.

Tenant shall pay Tenant's Contribution to the Landlord by cash payment within ten (10) days after receipt by
Tenant of the general contractor's progress reports or requests for payment. Tenant shall not be entitled to object
to the amount of the cost so long as the amount is consistent with the original Budget and approved change
orders. Landlord shall pay Landlord's Contribution to the general contractor by cash payment within ten (10)
days after receipt by Landlord of progress reports, or within such other time period as may be agreed upon by
Landlord and the general contractor.

Tenant's failure to pay any sums required to be paid by Tenant pursuant to this paragraph 60 within the aforesaid
time period shall constitute a default under the Lease, entitling Landlord to exercise any and all remedies as would
be available to Landlord upon the nonpayment of rent.
61. ADDITIONAL RENT (OPERATING EXPENSES)

Suite 301 is 4,006 rentable square feet and Tenant's proportionate share shall be 2.62%. The Base Year will be
2002.
Suite 306 is 1,176 rentable square feet and Tenant's proportionate share shall be .77%. The Base Year will be
2002.
Suite 308 is 662 rentable square feet and Tenant's proportionate share shall be .43%. The Base Year will be
2002.
Suite 312 is 1,726 rentable square feet and Tenant's proportionate share shall be 1.13%. The Base Year will be
2003.
Suite 700 is 7,661 rentable square feet and Tenant's proportionate share shall be 5.01 %. The Base Year will be
2003.
Suite 770 is 1,579 rentable square feet and Tenant's proportionate share shall be 1.03%. The Base Year will be
2003.

62. RESERVE PARKING

LANDLORD grants to TENANT the use of the reserved parking spaces on the first
(1st) and second (2nd) floors of the TENANT'S parking area in the parking garage at a charge of $65.00 per
space, to TENANT during the term of this Lease. LANDLORD agrees to attempt to provide TENANT with
parking spaces in addition to those guaranteed in Paragraph 17 of the Lease until such time as they can no longer
be provided due to increased building demand.

63. SIGNAGE

o LANDLORD grants to TENANT the right to install an exterior sign on the Third floor of the LANDLORD'S
property at TENANT'S expense. Said sign shall; (i) conform to all Governmental regulations and requirements;
(ii) the size shall be twenty-five (25') square feet or less per side and style shall be approved by LANDLORD
and TENANT; (iii) the sign shall not inhibit LANDLORD'S option to add additional TENANTS to Signage or
install separate Signage.

o Upon the expiration of the existing rights of existing tenants for exterior signage, LANDLORD grants to
TENANT the right to relocate said exterior sign to the Seventh floor of the LANDLORD'S property at
TENANT'S expense once TENANT exceeds 19,040 cumulative square feet in the Building. Said sign shall; (i)
conform to all Governmental regulations and requirements; (ii) the size shall be twenty-five (25') square feet or
less per side and style shall be approved by LANDLORD and TENANT; (iii) the sign shall not inhibit
LANDLORD'S option to add additional TENANTS to Signage or install separate Signage.

o LANDLORD grants to TENANT the right to install a interior sign off the elevators on the Seventh Floor, on
the LANDLORD'S property at TENANT'S expense.

64. RIGHT OF FIRST REFUSAL

Provided this Lease is not otherwise in default:

LANDLORD grants to TENANT the one time Right of First Refusal to Negotiate on all vacant space, which
rights will be subject to the rights of existing tenants, located on the Third (3rd) and Seventh (7th) floor.

TENANT shall be entitled to rent said space in accordance with the terms and conditions of this Lease at the
prevailing Rental Rate as specified in this Lease.
TENANT shall have five (5) days after written notification by LANDLORD to notify LANDLORD in writing of
it's intention to exercise this Right of First Refusal.
65. GUARANTY

THE LEASE ("LEASE") DATED: April 15, 2003.

BETWEEN: BISCAYNE CENTRE, LLC., as Landlord and EPIXTAR MANAGEMENT CORP,
as Tenant

In order to induce the aforesaid Landlord to enter into the foregoing Leased for other valuable considerations, the
receipt whereof is hereby acknowledged, EPIXTAR CORP, a publically traded corporation domiciled in State
of Florida ("Guarantor") hereby represents that the Tenant is wholly owned subsidiary of EPIXTAR CORP, and
hereby makes the following guaranty and agreement ("Guaranty") with and in favor of Landlord and its
representatives and assigns. All defined terms herein not otherwise defined, shall have the meaning as set forth in
the above referenced Lease.

1. In consideration of Landlord entering into and executing the Lease with the Tenant the undersigned Guarantor
guarantees to Landlord the full and faithful performance of all the terms of the Lease including, but not limited to,
the payment of any and all rent, additional rent and other monetary amounts ("Total Rent") due to landlord
pursuant to the terms of the Lease. This guarantee is absolute and unconditional and is a guarantee of payment
and not of collection. The parties hereto waive all notice of non-payment, non-performance, non-observance or
proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned expressly
waives and expressly agrees that the validity of this Agreement, and the obligation of the Guarantor hereto shall in
no way be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of the
right or remedies reserved by Landlord pursuant to the performance of the within Lease. The undersigned further
covenants and agrees that this guarantee shall remain and continue in full force and effect, as to any renewal,
modification or extension of this Lease and during any period when tenant is occupying the premises as a
"statutory tenant". As a further inducement to Landlord to make this Lease and in consideration thereof, Landlord
and the undersigned covenant and agree that in any action or proceeding brought by either Landlord or the
undesigned against the other on any matters whatsoever arising out of, under, or by virtue of the terms of the
Lease; or of this Guaranty that Landlord and the undersigned shall and does hereby waive trial by jury. Further,
Guarantor hereby agrees that it shall in no matter interpose any counterclaim of whatever nature or description
whatsoever in any proceeding brought by landlord and/or tenant relating to the Demised Premises or in
connection with any action, relating to the lease or this Guaranty.

2. The undersigned unconditionally guarantees that all work performed by or account of Tenant at any time during
the term of this Lease shall be fully completed, free and clear of all liens, violations and encumbrances, and fully
paid for by Tenant. If Tenant shall default in payment, or does not timely and fully complete its work free and
clear of all liens, violation and encumbrances, the undersigned will well and truly perform said payment and/or
completion and/or bond or discharge any lien, violation or encumbrance upon seven (7) days notice from
Landlord. The undersigned hereby agrees to indemnify and hold Landlord harmless from any and all damages,
including, but not limited to, legal fees and costs incurred by landlord, arising from said failure to pay or fully and
timely complete or the occurrence of any said lien, violation or encumbrance.

3. Landlord may bring and prosecute a separate action against Guarantor's liabilities hereunder, whether or not
any action is brought against Tenant or any person and whether or not Tenant or any other person is joined in any
other action or actions. Nothing shall prohibit Landlord from exercising its rights against Guarantor, Tenant, any
security for the Lease or any other person simultaneously or jointly and/or severally. Guarantor shall be bound by
each and every ruling, order and judgement obtained by Landlord against Tenant in respect to the obligations,
whether or not Guarantor is a party to the action or proceeding in which such ruling, order to judgement is issued
or rendered.

4. Guarantor irrevocably submits to the jurisdiction of any Florida State or court sitting in Miami Dade County
over any suit, action or proceeding arising out of a default under the Lease, landlord shall have the option, in its
sole discretion, to lay the venue of any suit, action or proceeding in the courts of the State of Florida or the
United States of America for the State of Florida, and irrevocably waives to the fullest extent permitted by Law,
any objection which it may now or hereinafter have to the laying of the venue of any such suits, action or
proceeding brought in such court and any claim that any claim that any such suit; action or proceeding brought in
an inconvenient form. Guarantor agrees that a final judgement in any such suit, action or proceeding brought in
such court shall be conclusive and binding upon Guarantor.
5. This Guaranty shall be construed in accordance with the Laws of the State of Florida.

IN WITNESS WHEREOF, the undersigned has set his hand this 14th day of MARCH 2003.

                                                  Guarantor:

                                                            President, Epixtar Management Corp.

                                                            Social Security No. 000-00-0000

                                                            President, Epixtar Corp.

              STATE OF FLORIDA             )

                                                      ) ss.

           COUNTY OF MIAMI DADE            )




On the 14th day of March, 2003, before me personally came William Rhodes, Jr. to me known to be the
individual described in and who executed the foregoing instrument, and duly acknowledged to me that he
executed the same.

                                           /s/ Deborah R. Gambone
                                           ----------------------
                                                Notary Public




                                        DEBORAH R. GAMBONE

                        [NOTARY PUBLIC         * MY COMMISSION # DD 178855
                       STATE OF FLORIDA          EXPIRES: January 20, 2007
                            SEAL]                Bonded Thru Budget Notary Services
                                        BISCAYNE CENTER
                                   11900 Biscayne Blvd., Miami Florida

                                          Proposed Suite 312

                                        [GRAPHIC OMITTED]

EXHIBIT A

ATTACHED TO and made a part of the Standard Office Building Lease dated April 15, 2003 (the "Standard
Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and EPIXTAR MANAGEMENT CORP.
AS TENANT, covering approximately 16,810, net rentable square feet of office space (the "Leased Premises"
or the "Premises"), which is a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE
CENTRE, located at 11900 Biscayne Boulevard, Miami, Florida 33181.
BISCAYNE CENTER
11900 Biscayne Blvd., Miami Florida
Global Asset Holdings, Inc.
Preliminary Space Plan

                                        [GRAPHIC OMITTED]

EXHIBIT A

ATTACHED TO and made a part of the Standard Office Building Lease dated April 15, 2003 (the "Standard
Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and EPIXTAR MANAGEMENT CORP.
AS TENANT, covering approximately 16,810, net rentable square feet of office space (the "Leased Premises"
or the "Premises"), which is a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE
CENTRE, located at 11900 Biscayne Boulevard, Miami, Florida 33181.
BISCAYNE CENTER
11900 Biscayne Blvd., Miami Florida
Global Asset Holdings, Inc.
Preliminary Space Plan

                                        [GRAPHIC OMITTED]

EXHIBIT A

ATTACHED TO and made a part of the Standard Office Building Lease dated April 15, 2003 (the "Standard
Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and EPIXTAR MANAGEMENT CORP.
AS TENANT, covering approximately 16,810, net rentable square feet of office space (the "Leased Premises"
or the "Premises"), which is a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE
CENTRE, located at 11900 Biscayne Boulevard, Miami, Florida 33181.
ATTACHED TO and made a part of the Standard Office Building Lease dated April 15, 2003 (the "Standard
Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and EPIXTAR MANAGEMENT CORP.
AS TENANT, covering approximately 16,810, net rentable square feet of office space (the "Leased Premises"
or the "Premises"), which is a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE
CENTRE, located at 11900 Biscayne Boulevard, Miami, Florida 33181.

                                                     EXHIBIT B

                                                  WORK LETTER

1. Space planning and construction plans (including mechanical) for improvements will be provided at Landlord's
expense, including turnkey build-out as set forth in this Work Letter.

2. Standard 8 foot high (ceiling height), interior drywall partitions, including 4" Mercer cove vinyl base and
Benjamin Moore professional grade paint or equivalent. (Lessee shall select 1 vinyl base color and 1 paint color
from Lessor's samples).

3. 8 foot high interior drywall partitions for all corridor walls, all demising walls (wall separating each leased area)
and all exterior walls, including 4" Mercer cove vinyl base and Benjamin Moore professional grade paint or
equivalent, within leased area.

4. Solid core stain grade fire rated, paired door 3' x 8' mahogany with Schlage stain chrome finish, lock set keyed
to building master as the front entrance door. The door levers shall be ADA compliant.

5. Solid core, paint grade interior single door 3' x 6'8" with passage set satin chrome finish door, throughout the
leased area. All door levers shall be ADA compliant. Nine (9) interior doors shall have locks provided.

6. Standard 2 foot by 4 foot, revealed edge white acoustical ceiling tile in a white exposed grid system, at a
minimum height of 8 foot, throughout the leased area.

7. Standard 2 foot by 4 foot fluorescent light fixture, throughout the leased area unless 2 foot by 2 foot is
required.

8. Standard single phase, 110 volt 15 Amp, wall mounted, duplex electrical receptacle throughout the leased area
as depicted in the attached plan, as well as providing all necessary switches and receptacles as set forth on the
attached plan.

9. Standard 26 oz. carpet throughout leased area (Lessee shall select 1 color of low pile carpet from Lessor's
samples). Landlord shall provide installation.

10. Upper and lower cabinetry with a sink in the lounge area. The flooring will be vinyl.

11. Emergency lighting and exit lights per Miami Dade County Building Code.

12. Lessor will provide functional air conditioning, within the current standard for the building, and include a
thermostat within the Premises.

                                                    EXCLUSION

The following items are excluded from LANDLORD'S responsibility and TENANT is solely responsible for the
following expenses:

o All Millwork (except kitchen cabinets)
o All ceramic, marble and granite tile (reception, bathroom and other areas)
o Carpet base (tenant to pay the difference between vinyl base price and carpet) All Glass All plumbing and
related expenses incurred due to bathroom (X-ray Slab etc)
o Accordion Door or equivalent divider in conference room Tenant to pay extras upon GC billing.
                                                 EXHIBIT 10.6

                                           CONTRACT OF LEASE

This Contract of Lease (the "Contract") made and entered into this July 25, 2003 at Makati City, Philippines, by
and between:

MEGAWORLD CORPORATION, a corporation duly organized and existing under and by virtue of Philippine
laws with business and postal address at the 28th Floor The World Centre, 330 Sen. Gil Puyat Avenue, Makati
City, represented herein by its First Vice President for Finance and Administration, MS. LOURDES G.
CLEMENTE (hereinafter referred to as "LESSOR")

- and -

EPIXTAR PHILIPPINES IT-ENABLED SERVICES CORPORATION, a corporation duly organized and
existing under Philippine laws, with office address at 3/F Floor Vernida IV Building, 128 L. P. Leviste St.,
Salcedo Village, Makati City, represented herein by its Director, GIDEON JAVIER


                                      (hereinafter referred to as "LESSEE")

                                             WITNESSETH THAT:

WHEREAS, LESSOR has offered to transfer to LESSEE the physical possession, use and enjoyment under the
concept of a lease of certain areas (hereinafter referred to as the "Leased Premises) in Eastwood City, 188 E.
Rodriguez, Jr. Avenue (C-5 Road) cor. Eastwood Avenue, Bagumbayan, Quezon and more particularly
described in the attached Essential Provisions which is marked as Annex "A" and made an integral part of this
Contract, and LESSEE is willing to lease the Leased Premises from LESSOR;

NOW, THEREFORE, for and in consideration of the payment of rents and other sums due hereunder, and the
faithful compliance with all the conditions and covenants hereinafter contained, LESSOR hereby leases, lets, and
demises unto LESSEE, and the latter does hereby accept under lease, the Leased Premises;

This lease is granted by LESSOR and accepted by LESSEE subject to the following terms, covenants,
conditions and restrictions.

               ARTICLE 1 - LEASE TERM AND DELIVERY OF LEASED PREMISES

1.1 TERM - This lease shall be for a term specified in Annex "A". Unless otherwise renewed under the
conditions established hereunder, this lease shall not be deemed extended beyond the date specified herein for its
termination for any reason whatsoever. There shall be no tacit renewal of this Contract, notwithstanding the
continuation of LESSEE in the possession of the Leased Premises for any length of time after expiration of the
term of this lease.

This lease may be renewed upon the written agreement of LESSOR and LESSEE and under such terms and
conditions as may be acceptable to them; provided, that LESSEE shall have faithfully complied with all the terms
of this Contract and LESSEE shall have notifed LESSOR in writing of its desire to renew the lease at least one
hundred eighty (180) calendar days prior to its expiration. In the event that LESSOR and LESSEE are unable to
agree on the terms and conditions under which this lease shall be renewed on or before ninety (90) calendar days
prior to the expiry of this lease, then this lease shall automatically terminate and LESSOR shall be entitled to the
rights granted under this Contract by reason of such termination.

1.2 DELIVERY OF LEASED PREMISES - LESSOR shall deliver to LESSEE physical possession of the
Leased Premises on the date specified in Annex "A". Upon delivery of the Leased Premises, LESSEE may
commence any and all works necessary to render the Leased Premises suitable for its use in accordance with
plans and specifications approved by LESSOR.

                             ARTICLE 2 - USE OF THE LEASED PREMISES
2.1 CONTRACTOR'S ALL RISK INSURANCE - Should LESSEE decide to conduct construction or
renovation works on the Leased Premises, LESSEE shall cause its contractor, prior to the commencement of any
construction or renovation work, to obtain a Contractor's All Risk (CAR) Insurance from a reputable insurance
company accredited by LESSOR to cover the contract works, owner-supplied materials, the Leased Premises
and properties surrounding the Leased Premises; liability to persons due to bodily injury and property damage in
the course of construction or renovation arising out of or in connection with the fault or negligence of LESSEE, its
contractors, suppliers or workers undertaking such construction or renovation or the failure of LESSEE to
comply with LESSOR's construction guidelines and house rules for the Building or all other requirements
prescribed by LESSOR for the performance of such construction or renovation work.

2.2. CASH DEPOSIT - Prior to the commencement of any construction or renovation work on the Leased
Premises, LESSEE shall submit to LESSOR a cash deposit (the "Cash Deposit") amounting to Five Hundred
Thousand Pesos (P500,000.00), to answer and stand as security for the immediate repair or reconstruction of
any damage caused to the Leased Premises, Common Areas, injury to any person and/or damage to property of
other persons. In the event that the Cash Deposit is not sufficient, LESSEE shall be obliged to submit to
LESSOR, within three (3) days from demand, additional Cash Deposit to cover the deficiency. The outstanding
balance, if any, of the said Cash Deposit
                                                          2

shall be returned to LESSEE within thirty (30) days from issuance by LESSEE of a Certification, conformed to
by LESSOR, attesting to the completion of all construction or renovation work on the Leased Premises.

2.3 USE - The Leased Premises shall be used exclusively for the purpose and in the manner stated in Annex "A".
LESSEE shall not divert the Leased Premises to other uses, without the prior written consent of LESSOR, it
being expressly agreed that if, at any time during the term of this lease and without the previous written consent of
LESSOR, the Leased Premises are used for purposes other than what has been agreed upon, LESSOR shall
have the right to
(a) cancel this Contract in accordance with Article 13 hereof; (b) increase the rent; or (c) compel LESSEE to
stop any unauthorized activity therein.

2.4 CONDUCT OF BUSINESS - LESSEE shall at all times, during the term of this lease, conduct its business
in a reputable manner in accordance with the urban design quality of the building in which the leased Premises are
located (the "Building"). All the government permits or licenses which are necessary or appropriate for the
conduct of business by LESSEE in the Leased Premises shall be obtained by LESSEE and shall be maintained
by LESSEE for the duration of the lease term or renewal thereof. All costs and expenses to be incurred in
connection with securing, maintaining or renewing said permits or licenses shall be for the account of LESSEE.

2.5 COMMON USE - The lease of the Leased Premises from LESSOR shall include the use, in common with
other lessees of the Building, of the Common Areas (as hereinafter defined) as far as the same are necessary for
the use or enjoyment of the Leased Premises and subject to the right of LESSOR to restrict such use in any way.
Common Areas refer to all areas and facilities located or installed within or affixed to or outside of the Building,
which are installed and provided for the general use and convenience of all or some of the lessees and/or
occupants in the Building, their respective clients, employees, customers and guests.

2.6 EXCLUSIVE RIGHTS OF LESSOR - The grant of this lease shall, however, not prejudice or adversely
affect the following exclusive and absolute rights of LESSOR

(a) to provide for the free and uninterrupted passage and running of water, drainage, electricity,
telecommunications or other public utilities or services through the installation of conduits, pipes, wires, cables or
ducts as are' now or may hereafter be installed in, on or under the Leased Premises, serving or capable of serving
the Building, or the Common Areas or any adjoining property, and to enter the Leased Premises to inspect,
repair or maintain such conduits, pipes, wires, cables or ducts at least forty-eight (48) hours after the issuance of
a prior written notice to LESSEE, except in cases of emergency when such notice shall not be required. Any such
activity shall be effected in a manner as to cause the least inconvenience to LESSEE, its employees and/or guests;

(b) to erect, alter or consent to the erection or alteration of any building located on any adjoining or neighboring
property, or to deal with such neighboring or adjoining property as LESSOR shall see fit;

(c) to enjoy subjacent and lateral support from the Leased Premises for the remainder of the Building;

(d) to name or re-name the Building with any such style or name and, from time to time, to change, alter,
substitute or abandon any such name, without compensation to LESSEE or the other tenants of the Building;
provided, that LESSOR shall give LESSEE not less than two (2) months' prior written notice of LESSOR's
intention to do so;

(e) to improve, change, alter, extend, reduce, add or otherwise deal in any manner with the arrangement, design
or decoration of the Common Areas; provided, that in exercising such right, LESSOR will endeavor to cause as
little inconvenience to LESSEE as practicable under the circumstances;

(f) to make, impose, adopt, supplement, abolish or amend such regulations as it may consider necessary for the
management, operation or maintenance of the Building, operation and use of the Common Areas, any parking
areas, roads, sidewalks, driveways, entrances or exits; provided, that such regulations or amendments do not
conflict with or supersede this Contract, or increase LESSOR's obligations or decrease its rights as herein stated;

(g) to appoint, ratify or confirm a property manager (the "Property Manager") which shall manage and administer
the Building and the Common Areas and to delegate to such Property Manager the power to adopt rules and
regulations as the latter may deem necessary for the management, maintenance or operation of the Building and
the Common Areas, and to implement the rules and regulations adopted by LESSOR pursuant to Article 2.6(f),
except that the amounts to be spent for the maintenance, operation and management of the Common Areas shall
be subject to the approval of LESSOR and LESSEE; and for this purpose, any notice, act, decision, forbearance
or consent required to be given or done hereunder shall be fully and effectively done or given if expressed to, by
or on behalf of such Property Manager; and

(h) to undertake the improvement of the Building or the Common Areas or any development work in an adjoining
lot, within the vicinity of the Building, in such a manner as to cause the least inconvenience to LESSEE, its
employees, guests, customers and clients; and for this purpose, LESSEE shall not hold LESSOR liable for any
resulting disturbance or discomfort arising out of such development work or improvement.

                              ARTICLE 3 - RENT AND OTHER PAYMENTS

3.1 COMMENCEMENT OF RENTAL PAYMENT - The commencement of the obligation of LESSEE to pay
rent, the amount of rent due from LESSEE and the manner of payment of rent shall be governed by the
provisions of Annex "A". The rent due from LESSEE shall automatically be subject to annual escalation at the
rate specified in Annex "A".

3.2 TAXES - LESSOR shall be responsible for the payment of the current rate of real property taxes on the
Leased Premises. LESSEE shall be liable for any increase in the real property tax due to improvements
introduced by LESSEE. In the event that, at any time during the term or renewal of this lease, the real property
tax on the Building or the land on which it stands shall be increased or there shall be levied any new or additional
ass ient or charge on the
                                                         3

Building or the land on which it stands, then the rental in force on the date the real property tax, assessment or
charge is increased or imposed shall likewise be increased in direct proportion to the increase in or additional real
property taxes, assessments or charges.

Other than LESSOR's income taxes or taxes required to be withheld from the rentals due to LESSOR but which
shall be credited against LESSOR's income taxes, all taxes accruing by reason of the receipt of rentals by
LESSOR, including the Value-Added Tax, if any, as well as the documentary stamp taxes or other taxes accruing
by reason of the execution of this Contract shall be for the account of LESSEE.

3.3 SECURITY DEPOSIT - Upon execution of this Contract, LESSEE shall provide LESSOR with a security
deposit in cash in an amount specified in Annex "A" to answer and stand as security for the proper and due
performance of all of LESSEE's obligations under this Contract. The existence of such security, however, does
not and shall not excuse LESSEE's non-payment of rent or of any other sum required to be paid hereunder on
the due date specified therefor.

The security deposit or any balance thereof shall be returned to LESSEE, without interest, within sixty (60) days
after the expiration of the term of this lease, and after LESSEE shall have completely and satisfactorily vacated
and delivered, the Leased Premises to LESSOR, less whatever amounts LESSEE may owe LESSOR or which
LESSOR may apply against the security deposit as provided hereunder. It shall be understood, however, that the
application of the security deposit against any unpaid obligations of LESSEE shall be effected only at the
termination of the lease. LESSOR shall, notwithstanding the delivery of the Leased Premises to LESSOR by
LESSEE, have the right to withhold any portion of the security deposit until LESSOR shall have received
statements of account from utility companies supplying telephone, water, electric power or public utility services
to the Leased Premises, covering the period ending on the date LESSEE shall have completely vacated and
delivered the Leased Premises to LESSOR. The amount withheld shall answer for such payment and the
remaining amount shall be returned to LESSEE without interest. Likewise, should LESSEE have any other
obligation which remains due and unpaid under any other contract with LESSOR, LESSOR shall have the right
to apply the amount of these unpaid obligations against the security deposit in settlement thereof, upon the
termination of the lease.

The security deposit shall, however, be forfeited in favor of LESSOR upon the occurrence of any of the following
events: (i) LESSEE fails to occupy the Leased Premises for the full term of the lease or any extension or renewal
thereof, or (ii) this Contract is terminated by LESSEE for whatever reason prior to the expiry date of its term,
other than those reasons indicated in Articles 12.2, 12.3, and 14.2. Upon the occurrence of any of these events,
the security deposit (or the balance thereof which should otherwise have been returned to LESSEE had such
termination not have occurred) shall be forfeited in favor of LESSOR, in addition to whatever damages which
may be due by virtue of the termination of this Contract. In the event, however, that this lease is terminated at the
instance of LESSOR without any fault or negligence of LESSEE but with its conformity or at the instance of
LESSEE pursuant to Articles 12.2, 12.3, and 14.2, the security deposit or any balance thereof shall be returned
to LESSEE, net of the amounts which may be deducted therefrom pursuant to this Article.

3.4 ADVANCE RENTAL - Upon execution of this Contract, LESSEE shall pay to LESSOR Advance Rental in
an amount specified in Annex "A", which amount shall be applied against the rent for the period specified in
Annex "A".

                            ARTICLE 4 - COMMON AREAS AND PARKING

4.1 USE OF COMMON AREAS - During the term of this lease, LESSEE and its employees, agents, customers
and guests shall have the privilege to use the Common Areas in common with all the other lessees of the Building,
subject to any rights, powers and privileges reserved to LESSOR, in accordance with and subject to the
applicable agreement executed among them or any rules and regulations imposed by LESSOR. It is hereby
understood that the use by LESSEE of the Common Areas may be denied, restricted or regulated pursuant to
this Article or any rules and regulations imposed by LESSOR; provided, that the denial or restriction of access by
LESSEE to the Common Areas shall not be unreasonably imposed nor shall such denial or restrictions affect
LESSEE's free access to the Leased Premises or the use of the Leased Premises by LESSEE in accordance with
Article 2.3 hereof.
4.2 OPERATION BY THE LESSOR - During the term of this lease, LESSOR, through the Property Manager,
shall operate, manage, and maintain the Common Areas. The manner in which the Common Areas shall be
maintained, operated and managed shall be subject to the mutual agreement of LESSOR and LESSEE. The
amounts to be spent for such maintenance, operation and management, shall be subject to the approval of both
LESSOR and LESSEE. The use of the Common Areas shall be subject to such reasonable regulations and
charges which may be imposed from time to time by LESSOR. LESSOR shall have the right to close, if
necessary, all or any portion of such areas, to such extent as may be legally sufficient in the opinion of LESSOR's
counsel, to prevent the accrual of rights of any person or of the public therein, or to close temporarily all or any
portion of such areas for whatever reason.

LESSOR shall have the sole and exclusive jurisdiction and the right to police and control the traffic in parking
areas, roads, sidewalks, common driveways, entrances and exits and LESSOR, at its expense, shall have the
right to require LESSEE to close or change any of the exits or entrances of the Leased Premises during the
period when the redevelopment of the Building or the Common Areas is being undertaken.

4.3 COMMON AREA CHARGES - Commencing upon the effectivity of this lease and in addition to the
payment of rental and other amounts due hereunder, LESSEE shall pay to LESSOR, on the due date specified in
the applicable statement of account, LESSEE's monthly share in the Common Area Charges, which shall include
all costs and expenses incurred or to be incurred in the operation, management, repair and maintenance of the
Common Areas, including building insurance, taxes and charges imposed by the Eastwood City Estates
Association, Inc., excluding those portions of the Common Areas which are reserved for the exclusive use of
persons other than LESSEE, at such rates as may be determined by LESSOR.
                                                          4

The rate of Common Area Charges shall be correspondingly increased in the event that the utility company or
service agency increases the utility/service charges payable in connection with the service or utility provided to the
Common Areas or Leased Premises. The amount of such increase shall be effective and demandable on or
during the month in which the increase in the charges shall have been implemented by the utility company or
service agency.

4.4 PARKING AREAS - Subject to availability, a specific number of parking slots in a parking facility may be
designated for the use and benefit of LESSEE and its employees, in accordance with the provisions of Annex
"A".

                            ARTICLE 5 - PUBLIC UTILITIES AND SERVICES

5.1 UTILITY CHARGES - All deposits, fees, costs or other charges to be incurred for supplying the Leased
Premises with power, water, telephone, telecommunications, and other public services or utilities shall be borne
by LESSEE and shall be based on the actual consumption or use thereof by the Leased Premises. To the extent
applicable, LESSOR may require LESSEE to make payment of such deposits, fees, costs or other charges
directly to the company supplying such utilities or services to the Leased Premises or Building. Reimbursement for
or payment of deposits, fees, costs or other charges for the use or consumption of water, electricity or other
utilities for the Leased Premises which are not paid directly to the utility companies during any given month will be
payable to LESSOR on the due date specified in the applicable statement of account.

5.2 AIR-CONDITIONING - The air-conditioning system for the Leased Premises is specified in Annex A-1
hereof. LESSEE requires a cooling capacity of 70 tons per floor for the 5th and 6th floors and 60 tons per floor
for the 7th to 11th floors. The operation of the air-conditioning system exclusively servicing the Leased Premises
shall be determined by LESSEE in coordination with LESSOR.

5.3 WATER - LESSEE shall pay for the cost of water consumption in the rest rooms found within the Leased
Premises and designated for the exclusive use of LESSEE, its clients, guests, customers or employees, if any.

5.4 ELECTRICITY - LESSEE requires an electrical loading capacity of 100 KVA per floor for the 5th through
11th floors, excluding air-conditioning system. The cost of any electrical load upgrade shall be shouldered by
LESSOR.

5.5 PEST CONTROL - LESSEE shall be responsible for providing pest control services to the Leased Premises
at its own expense.

5.6 EMERGENCY POWER - LESSEE shall pay and discharge all charges for any emergency power which
may be supplied to the Leased Premises at the rate fixed by LESSOR (as may be adjusted as and when the cost
of diesel fuel increases) based on the number of kilowatts consumed by the Leased Premises as evidenced by a
meter which may be separately provided for this purpose.

5.7 TELEPHONE - The Building is provided with a telephone entrance to the Leased Premises. LESSEE shall
be responsible for the installation, including the cost thereof, of additional risers and cables in accordance with
LESSEE's requirements. It shall also be LESSEE's responsibility to arrange with the appropriate telephone
company for the installation of LESSEE's telephone lines.

5.8 MANNER OF PAYMENT - For utilities supplied by LESSOR to the Leased Premises, reimbursement of
the aforementioned utilities and/or services under this Article during any given month shall be payable to LESSOR
on the due date specified in the applicable statements of account.

5.9 DISCONNECTION OF UTILITIES - In the event that LESSEE fails to pay for the charges or fees
incurred in connection with the supply, consumption and use of air-conditioning, telephone, telex, facsimile,
telecommunications, electricity, water and other public services and utilities to the Leased Premises and/or the
Common Areas for an aggregate period of one (1) month, LESSOR shall have the right to disconnect or
discontinue the supply thereof for as long as any such charges or fees remain unpaid. This right shall be in addition
to its other rights provided for in Article 13.2.
Where the pertinent contract of utility service is in the name of LESSEE and where billings for the consumption of
utilities are issued by the relevant utility provider in the name of LESSEE, LESSOR shall not have the right to
disconnect utilities or discontinue supply thereof to the LEASED PREMISES on the ground of non-payment of
utility bills. In cases where LESSOR is given the right to disconnect utilities or discontinue the supply thereof to
the Leased Premises, LESSEE shall be served with a written notice of disconnection at least fifteen (15) days
before the intended date of disconnection.

5.10 ADDITIONAL INSTALLATIONS - LESSEE may, if it so desires, request LESSOR for the installation at
the Leased Premises and at LESSEE's expense of additional comfort rooms or other public utility fixtures or
facilities, including, but not limited to, electric, water, telephone fixtures or facilities. LESSOR may choose to
deny or approve such request at its discretion or subject its approval of the same to such conditions as LESSOR
may impose. All permits which may be required for the installation and operation of these additional fixtures and
facilities, when so approved by LESSOR, shall be obtained and maintained by LESSEE at its expense. LESSEE
shall also be responsible for the payment of all charges, costs, expenses, dues, assessments, levies or taxes which
may be imposed in connection with the installation, operation, repair or maintenance of such additional fixtures
and facilities. LESSEE shall comply with all the rules, regulations and requirements imposed by the appropriate
government agencies or public utility companies in connection therewith.

For the purpose of obtaining the prior approval of LESSOR for the installation of additional public utility or public
service facilities in the Leased Premises, LESSEE shall submit to LESSOR the necessary plans and specifications
for the installation of the said facilities or fixtures. Such installation should be made by a licensed electrician or
                                                         5

technician approved or employed by LESSOR and in such manner as to cause no injury to the Leased Premises
or to the Building. LESSOR reserves the right to require LESSEE to use LESSOR's building contractor for any
renovation of the Leased Premises when, in LESSOR's best judgment, the proposed renovation may adversely
affect any of the warranties or guarantees given by any of the contractors of the Building. Any resulting additional
electrical load of current and structural load must be within the maximum capacity of the electrical current
supplied to the Leased Premises.

5.11 JANITORIAL SERVICES - LESSOR shall cause janitorial services to be provided to the Common
Areas, the cost of which shall form part of the Common Area Charges.

5.12 SECURITY GUARD SERVICES - LESSOR shall cause security guard services to be provided for the
Building, the cost of which shall form part of the Common Area Charges. The number, schedule and scope of
services to be provided by security guards shall be subject to the discretion of LESSOR. It is understood that
LESSOR shall not be accountable or liable for any loss, injury or damage that may be suffered in the Leased
Premises by reason of theft, robbery, arson or any other crime, unless the same shall be due to the inexcusable
fault or gross negligence of LESSOR.

LESSEE may, at its own expense, provide for its own security guards within the Leased Premises, who shall,
however, coordinate security measures with the security guards of the Building.

5.13 ELEVATORS - The operating schedule of the elevators servicing the Leased Premises shall be determined
by LESSEE in coordination with LESSOR

5.14 NO RESPONSIBILITY - LESSOR assumes no responsibility for the inadequacy, quality or interruption in
the utilities or services consumed or supplied in or to the Leased Premises under Article 5 herein, unless the same
be due to LESSOR's inexcusable fault or gross negligence.

                                ARTICLE 6 - THE PROPERTY MANAGER

LESSOR shall appoint a Property Manager which shall manage, administer and maintain the Building and the
Common Areas. LESSOR shall delegate to such Property Manager the power to adopt rules and regulations as
the latter may deem necessary for the management, maintenance or operation of the Building and the Common
Areas and to implement said rules and regulations. Provided that, the amounts to be spent for the maintenance,
operation and management of the Common Areas shall be subject to the approval of LESSOR and LESSEE. In
consideration of this lease, LESSEE agrees to pay, within the stipulated periods, all Common Area Charges,
interests, penalties and other amounts in respect of the Leased Premises that may be levied or imposed by the
Property Manager on the lessees of units in the Building. LESSEE further agrees to abide by and comply with all
existing rules and regulations as well as those that may be promulgated from time to time by the Property
Manager; and also comply with all requirements, regulations, ordin4rtees and laws prescribed by the government
or other competent authorities regarding the use, occupancy, maintenance and sanitation of the Leased Premises,
the Common Areas and/or Building.

The Property Manager shall competently and efficiently perform all its obligations pertaining to the management,
administration and maintenance of the Building and Common Areas. In case of breach of said obligations, the
Property Manager shall have thirty (30) calendar days from LESSEE's notice of said breach within which to
rectify said breach to the satisfaction of the LESSOR and LESSEE. Should the breach continue to exist despite
the lapse of said period, LESSEE shall have the right to require LESSOR to replace the Property Manager and
not later than ten (10) days from receipt of LESSEE's written notice requiring such replacement, LESSOR shall
cause the replacement of the Property Manager in breach, without prejudice to other remedies available to the
LESSOR under the pertinent management contract or to the LESSEE under law or equity.

                    ARTICLE 7 - INTEREST AND APPLICATION OF PAYMENTS

LESSEE shall pay LESSOR interest at the rate of three percent (3%) per month on any amount due hereunder
which remains unpaid on the date on which such payment falls due as provided thereunder. Interest shall be
computed from the date payment falls due until payment of the outstanding account is effected in full.
Interest charges shall be computed daily and compounded monthly and shall apply to any and all amounts which
remain unpaid on the due date thereof, including, but not limited to, unpaid rent, security deposit, advance rental,
Common Area Charges, expenses and utility charges, if any.

The payment of interest charges as provided hereunder shall not be a substitute for, and shall be in addition to,
the payment of the amount otherwise due thereunder, and shall not prejudice the exercise by LESSOR of any
other right or remedy granted to it under this Contract.

Any payment received by LESSOR shall be applied against the statement of account or billing with the earliest
date. In the event that the payment of interest, rent or other charges is covered by one statement of account, then
the payment received by LESSOR shall be applied in the payment of obligations stated therein in the following
order of priorjty: (i) first, against the interest due,
(ii) then, against unpaid rent, security deposit, advance rental, Common Area charges or utility charges. Should
the payment received be insufficient to completely settle any outstanding obligation, whether covered in one
statement of account or billing, or otherwise, then subsequent payment(s) to be received from LESSEE shall be
applied in the payment of such unpaid amount.

                                               ARTICLE 8 - LIEN

Unpaid rents and charges payable by LESSEE to LESSOR under this Contract shall constitute a preferred lien
on all personal properties of LESSEE found or located in the Leased Premises in accordance with Articles 2241
and 2243 of the Civil Code. For this purpose, LESSOR is hereby authorized to prevent the removal of the said
properties from the Leased Premises or demand their return from any possessor thereof. The lien shall not,
however, extend to the
                                                         6

information contained in any such personal properties, it being understood that ownership over such information
shall at all times pertain to LESSEE.

                          ARTICLE 9 - LESSEE'S ADDITIONAL COVENANTS

LESSEE agrees that, in addition to its other undertakings under this Contract, and unless it has obtained the prior
written consent of LESSOR for the performance of an act or deed which is otherwise prohibited under this
Contract, it will abide by the following:

9.1 ASSIGNMENT OR TRANSFER - It is expressly understood and agreed that the personal character of
LESSEE and the nature of occupancy of the Leased Premises are special considerations for LESSOR's grant of
this lease to LESSEE. Accordingly, LESSEE shall not assign or transfer its rights under this Contract, nor sub-
lease all or any part of the Leased Premises or enter into any arrangement whereby the use or possession of any
part of the Leased Premises is transferred to any person, except in the manner provided in Annex "A". No right,
title or interest to, in and under this Contract or the Leased Premises shall be deemed conferred or vested in any
person other than LESSEE, except as otherwise provided in Annex "A".

9.2 MORTGAGE - LESSEE shall not mortgage, encumber or create any security interest in and to the leasehold
rights granted hereunder to LESSEE.

9.3 NOTICES AND SIGNS - LESSOR shall allow LESSEE to affix its signage to the exterior of the Building,
provided, that prior to affixing any such signage, LESSEE shall submit to LESSOR for its approval, the proposed
design, specifications, location and materials to be used for the aforementioned signage, the approval for which
shall not be unreasonably withheld.

9.4 NAMING RIGHTS - LESSEE shall have naming rights to the Building for the duration of the lease.
LESSOR and LESSEE agrees that the Building shall be known as "Epixtar House" for the duration of the lease.
LESSEE agrees that LESSOR's name shall not be used in any confusing, detrimental or misleading manner in
connection with LESSEE's own business or trade name.

9.5 ALTERATIONS, ADDITIONS OR IMPROVEMENTS - LESSEE shall not make any alteration, addition,
or improvement within the Leased Premises or in any of the Common Areas or effect the installation of any fixture
without the prior written consent of LESSOR, which consent shall not be unreasonably withheld especially when
such alteration, addition, improvement, or fixture is required in the conduct of LESSEE's business in the Leased
Premises and is consistent with the use of the Leased Premises as specified in Article 2.3 hereof and then subject
to such terms and conditions as may be imposed by LESSOR. All authorized alterations, additions or
improvements made by LESSEE as well as any alteration of, improvement or addition to or installation on the
Leased Premises shall be done in good workmanlike fashion and at LESSEE's cost. All building architectural,
engineering, conceptual plans and specifications for any alteration, addition or improvement shall be submitted to
LESSOR for its approval at least thirty (30) days prior to the commencement of work on any such alteration,
addition or improvement. LESSOR reserves the right to require LESSEE to use LESSOR's building contractor
for any renovation of the Leased Premises when, in LESSOR's opinion, the proposed renovation may adversely
affect any of the warranties or guarantees given by any of the contractors of the Building. The approval by
LESSOR of such alterations, additions or improvements shall in no event relieve LESSEE from the responsibility
of obtaining all the necessary permits and licenses pertaining to such alterations, additions, improvements, or
installations or from paying the necessary taxes, insurance premium or fees as shall be necessary or appropriate in
connection therewith. LESSEE shall give all the notices required and shall comply with all ordinances, rules and
regulations issued by governmental agencies and public utility companies having jurisdiction over the same. For
purposes hereof, LESSEE shall submit to LESSOR the CAR Insurance and the Cash Deposit as required by
Article 2.1 and 2.2, respectively, prior to the start of any construction or renovation of the Leased Premises or
the Common Areas for the purpose of effecting any alteration, addition, improvement or installation.

Consistent with Article 9.24 of this Contract, all such alterations, additions or fixed improvements made by
LESSEE, as well as any alteration, improvement or installation placed in or on the Leased Premises by LESSOR,
except movable furniture and fixtures placed in the Leased Premises at the expense of LESSEE and removable
without defacing or injuring any ceiling floor, wall or any portion of the Building or the Leased Premises, shall
become the property of LESSOR at the expiry or termination of this lease, and shall remain upon and be
surrendered with the Leased Premises as part thereof without compensation for their value to LESSEE. In the
event that LESSEE fails to comply with the provisions of this Article, LESSOR shall be entitled to apply the total
cost of damages incurred by reason of such violation against the amount of the security deposit specified under
Article 3.3 of this Contract. Should the amount of the security deposit be insufficient to cover such damages,
then, LESSOR shall be entitled to receive from LESSEE the amount of any deficiency.

9.6 DRILLING OR DEFACING - LESSEE shall not make, permit or suffer any act, installation, alteration or
addition to be made or done in or to the Common Areas, the Leased Premises or any part of the Building which
may cause damage thereto including, without limitation, any cutting, maiming, marking, defacing or drilling into or
of any part of the Building, Leased Premises or Common Areas.

9.7 LOAD LIMITATIONS - LESSEE shall not bring, install, place or suspend any load, apparatus, equipment,
article or thing into, upon or at any floor or ceiling or any part of the Leased Premises in excess or in violation of
the maximum weight and permitted locations of certain equipment, apparatus, article or thing as determined by
LESSOR for the floor of the Building where the Leased Premises are located. The structural load for the Leased
Premises shall be 50 PSF for office spaces and 100 PSF for utility areas and stairs. For this purpose, LESSEE
shall obtain, the prior written approval of LESSOR for the entry and/or removal of any load or apparatus,
equipment, article or thing, into and from the Leased Premises. LESSEE shall also comply with the requirements
imposed by LESSOR for keeping such equipment, load or apparatus within the Leased Premises, including the
use of supports of such dimension and material, to distribute the weight of such equipment, load or apparatus as
LESSOR may deem necessary. Neither shall LESSEE install, without the prior written approval of LESSOR,
any air-conditioning equipment in the Leased Premises other than that provided or approved by LESSOR, nor
any other plant, equipment, apparatus or
                                                          7

which requires additional wiring, or which consumes electricity not metered through the electric meter from which
LESSEE's consumption of electricity is calculated. LESSEE shall not permit, suffer or cause any act to be done
whereby the maximum allowable voltage capacity of the Leased Premises shall be exceeded.

9.8 SHADES, AWNINGS, BLINDS - LESSEE shall not hang, fix or erect any shades, awnings, blinds or
window guards of any description, shelters or coverings, wire or aerial wiring, supports, iron brackets or any
other thing on any part of the Building, including the roof or exterior wall of the Leased Premises, without the
prior written consent of LESSOR. If so allowed by LESSOR, any shades, awnings, blinds or window guards
shall be of such size and style as LESSOR may determine.

9.9 PROHIBITED USES - LESSEE shall not use, cause or permit the use of the Leased Premises or Common
Areas in any improper manner for any purposes other than that for which they are respectively intended. Without
limiting the generality of the foregoing, LESSEE shall not use or permit the Leased Premises or Common Areas
to be used as sleeping quarters or domestic premises nor allow the Leased Premises or the Common Areas to be
used for drying, laundry, hanging, placing or storing any article or thing thereon. The Common Areas shall not be
used for loitering or eating. Neither shall the Leased Premises be used as an eatery or as a place where food or
beverages of any kind are served unless brought by LESSEE's employees. LESSEE shall not allow the Leased
Premises or Common Areas to be used by any person for canvassing, peddling, touting or soliciting for business
or for distributing any booklet, pamphlet and advertising material or for any illegal or immoral purpose, or in any
manner which may provide basis for the imposition of a fine, forfeiture or penalty against LESSOR under the
applicable law. Neither shall the Leased Premises be used for the manufacture or storage of goods, articles or
things nor shall it be used to keep or store any dangerous goods or other explosive or hazardous substance. No
auction, fire, bankruptcy, close-down or similar sales of a retail business or any unethical type of business
operation shall be conducted in the Leased Premises.

9.10 NO OBSTRUCTION OF COMMON AREAS - The entries, passageways and corridors of the Building
shall not be obstructed or used by LESSEE for any purpose other than for ingress to or egress from the Building.
No disturbing, noisy or improper activities shall be allowed to be carried therein or thereon, using loud speakers,
television, phonographs, radios, or other devices which will be in any manner audible or visible outside the
Leased Premises without the prior written consent of LESSOR. In no instance shall LESSEE place boxes,
cartons, packages, refuse, dust bins, garbage cans, furniture or chattels in the Common Areas, which should be
kept free and clear of all obstructions at all times. For purposes hereof, LESSOR shall, in addition to its other
remedies as provided hereunder or in law, be entitled, without notice and at LESSEE's expense, to remove, store
or dispose of any such obstruction as LESSOR shall see fit, without incurring any liability to LESSEE. LESSEE
shall on demand pay or reimburse LESSOR for all the expenses incurred in such removal or storage.

9.11 LOADING AND UNLOADING OF GOODS - LESSEE shall load and unload cargoes, goods,
articles,or things only during such hours and through such entrances, elevator lifts, if any, and routes as shall be
determined by LESSOR from time to time. Neither shall LESSEE permit the elevator lifts, if any, to be used for
the carriage of cargo, goods, articles or things the weight of which exceeds the maximum load limits specified
therefor by a notice affixed therein or as determined by LESSOR.

9.12 MAINTENANCE OF LEASED PREMISES - LESSEE shall well and sufficiently preserve, repair and
maintain in good, clean tenantable condition, at its own cost, the interiors of the Leased Premises, including the
flooring, interior plaster or other finishes, doors, windows, cables, conduits, wirings, sockets, electrical
installations, and plumbing fixtures found in or about the Leased Premises. LESSEE shall not place any cabinet or
other heavy furniture beside the windows of the Building. LESSEE shall ascertain that all electric equipment are
turned off, and all electronic switches and outlets are in the "off" position after office hours except those machines
and switches which operate its communication facilities such as telex machines, facsimile machines, servers, and
computers. All windows, glass or plate glass of or in the Leased Premises broken or damaged by LESSEE due
to the fault or negligence of LESSEE, its guests, employees or agents shall be replaced at the cost of LESSEE.
The Leased Premises and all additions and installations supplied by LESSOR shall be kept in good clean working
condition and repair. LESSEE shall provide itself, at its cost and expense, with receptacles which the appropriate
ordinance or regulations require to hold and contain waste matter, garbage and refuse and shall keep the same in
securely sealed containers and shall dispose of such garbage on a daily basis in the manner prescribed by
LESSOR. It shall keep drains, pipes, sanitary or plumbing apparatus used exclusively by LESSEE, its
employees, guests, clients or customers in good clean and tenantable repair condition and in accordance with the
requirements imposed by regulations of governmental authorities and LESSOR. LESSEE shall pay LESSOR for
all the costs in cleaning, repairing or replacing any of the same when found to be blocked or stopped.

The obligations of the LESSEE to repair and maintain the Leased Premises for causes not attributable to the fault
or, negligence of the LESSEE as provided in the preceding paragraph shall be limited to minor and ordinary
repairs, which shall be undertaken by the LESSEE at its sole account. For this purpose, any repair cost not
exceeding the amount of PESOS: Ten Thousand (PhP 10,000.00) per occurrence shall be deemed a minor
repair. Repairs needed as a result of intentional acts or negligent use of the Leased Premises by the LESSEE, its
agents, employees and/or guests, shall be borne solely by the LESSEE.

Repairs to the Leased Premises which are required to be made due to structural defects of the Building shall be
solely for the LESSOR's account.

LESSOR warrants that all air-conditioning, plumbing, electrical and exhaust systems shall be brand-new and that
LESSOR shall test all such equipment and ensure that they are operational prior to turn-over of the Leased
Premises to LESSEE.

9.13 INCREASE IN INSURABLE RISK - LESSEE shall not use the Leased Premises, the Building or any part
thereof in any manner which will cause insurance policies of the Leased Premises or the Building against loss or
damage caused by fire, storm, typhoon, or other insurable perils and/or loss or claims by third parties to be
rendered void and voidable, or whereby the premium due thereon may be increased; provided, that if as a result
of any act, deed, matter or thing done or permitted by LESSEE, the premium on any such insurance policy is
increased, LESSOR shall be
                                                        8

entitled; without prejudice to any other remedy hereunder, to recover from LESSEE the amount of such increase
and shall be indemnified by LESSEE against all claims, losses, damages or claims sustained or made against
LESSOR by any person as a result of a breach of this Article.

9.14 NUISANCES - LESSEE shall not permit or suffer to be permitted any music or noise to emanate from the
Leased Premises or any part thereof which in the reasonable opinion of LESSOR may constitute a nuisance or
annoyance or give cause for reasonable complaint from LESSOR or other lessees. Neither shall it permit any
odor or noxious smell which in the sole opinion of LESSOR is offensive or unusual to emanate from the Leased
Premises, nor keep or suffer to be kept any animals or pets inside the Leased Premises, .

9.15 PROTECTION AGAINST PESTS - LESSEE shall take all such steps and precautions at its own cost to
prevent the Leased Premises from becoming infested with termites, rats, mice, cockroaches or other pests or
vermin. Should LESSEE fail to maintain the Leased Premises properly such that the same is infested with pests,
LESSOR may employ additional pest control services on the Leased Premises, the cost of which shall be borne
exclusively by LESSEE.

9.16 COOKING APPLIANCE - LESSEE shall not use any gas burner or any appliance of similar nature within
the Leased Premises. However, LESSEE may be allowed to use the following appliances in the Leased
Premises, i.e. microwave ovens, refrigerators and coffee makers. The use of other electric cooking equipment in
the Leased Premises shall be allowed, provided that the same shall be used solely for the heating of food in the
Leased Premises.

9.17 FOOD - LESSEE shall not allow the preparation of food in the Leased Premises. The delivery,
consumption, handling and similar concerns pertaining to food within the Leased Premises shall be subject to the
provisions of the Building's rules and regulations.

9.18 BULK DELIVERY - LESSEE shall not deliver or instruct or take the delivery of furniture, equipment or
other bulky items during office hours. LESSEE may take out of the Building any bulky furniture, office machine,
or similar types of office equipment and accessories; provided, that LESSEE issues prior written notice therefor
to LESSOR; provided, further, that such removal be subject to the provisions of the Building's rules and
regulations.

9.19 COMPANY I.D. - LESSEE shall issue company identification cards and the same shall be worn at all times
by its employees/personnel while they are within the Building, when required by LESSOR's Rules and
Regulations.

9.20 FIREARMS - LESSEE shall not permit anyone to bear firearms within the Leased Premises. LESSEE's
employees, personnel and visitors must deposit their firearms with the security personnel of LESSOR upon entry
into the Leased Premises or Building.

9.21 COMPLIANCE WITH RULES - LESSEE shall strictly obey and comply with LESSOR's construction
guidelines and house rules for the Building, and with such rules and regulations as may from time to time be
imposed, adopted, introduced or amended by LESSOR. All such rules and regulations and other legal
documents related to the construction, occupation and/or use of the Building and which may be amended from
time to time are deemed incorporated in this Contract and should be complied with by LESSEE.

9.22 PERMIT TO ENTER - LESSEE shall permit LESSOR or the Property Manager, public utility companies
and their authorized representatives at reasonable times, after due written notice to LESSEE at least three (3)
calendar days before the intended date of entry, to enter the Leased Premises for the purpose of undertaking the
repair and maintenance of utilities, facilities and other structural elements used or shared in common by LESSEE
with the other lessees of the Building, inspecting the condition of the Leased Premises or for determining the
LESSEE's compliance with this Contract. LESSOR or the Property Manager shall be entitled without incurring
any liability whatsoever, in the event of an emergency, to enter the Leased Premises to undertake the necessary
repairs or conduct the inspection thereof for the protection of the Leased Premises and the Building.

9.23 INSPECTION PRIOR TO EXPIRY OF LEASE - During the last three (3) calendar months immediately
preceding the expiration of the term of this lease, LESSEE shall allow, during business hours and upon prior
written notice, LESSOR's authorized representatives and prospective tenants to inspect the Leased Premises.
During such period, LESSOR may exhibit, where it shall think fit, a notice offering the Leased Premises for lease,
which LESSEE shall not conceal in any way.

9.24 RETURN OF LEASED PREMISES - At the expiration of the Lease Term, LESSEE will be allowed to
vacate the Leased Premises on "as-is" condition, provided that the Leased Premises shall be in good tenantable
condition. LESSEE shall also have the right to remove all movable partitions, workstations, equipment, trade
fixtures installed by LESSEE so long as LESSEE repairs any damage caused to the Leased Premises by the
removal thereof. The foregoing notwithstanding, LESSOR reserves the right to require LESSEE to remove all or
some of the improvements made by LESSEE on the Leased Premises.

If, on the other hand, any part of the Leased Premises is not in good tenantable condition at the expiration of the
lease, LESSEE agrees to repair any damage caused to the Leased Premises which cannot be accounted for by
reasonable wear and tear, or Force Majeure, and cause the removal, at LESSEE's expense, of any improvement
in the Leased Premises which in the opinion of LESSOR is not in good condition.

In any event, all keys giving access to all parts of the Leased Premises and/or the Common Areas (as applicable)
shall be returned to LESSOR, and all expenses incurred in removing from the Leased Premises or Building, the
names, posters, signboards, decoration, or advertising matters relating to LESSEE, including any damage caused,
by such removal, shall be for the account of LESSEE.
                                                         9

9.25 DAMAGES FOR HOLD-OVER - If LESSEE fails to return the Leased Premises to LESSOR at the end
of the term of this lease, LESSEE shall pay LESSOR, as damages, a sum equal to thrice the rental to be paid by
LESSEE, to LESSOR for the period during which LESSEE shall retain possession of the Leased Premises. The
exercise by LESSOR of its rights under this Article shall not be interpreted as a grant of permission to LESSEE
to continue in possession of the Leased Premises beyond the term of this lease, and the damages due to
LESSOR hereunder shall be in addition to the damages which may become due LESSOR under Article 9.26.

19.26 LIABILITY FOR NON-DELIVERY - If the Leased Premises are not surrendered at the expiration of
the term of this lease, LESSEE shall be responsible to LESSOR for all damages which the latter may directly
suffer by reason thereof and will indemnify LESSOR against any and all claims made by any succeeding lessee,
resulting from the delay in delivering possession of the Leased Premises to such succeeding lessee, to the extent
that such delay is occasioned by the failure of LESSEE to surrender the premises on time. LESSOR shall also be
entitled to exercise the remedies specified in Article 13 hereof as well as all remedies granted by law.

                       ARTICLE 10 - REPRESENTATIONS AND WARRANTIES

10.1 MUTUAL WARRANTIES - LESSOR and LESSEE represent and warrant in favor of each other that:

(a) each has full power, authority and legal right to execute, deliver and perform this Contract and has taken all
the necessary corporate action to authorize the foregoing;

(b) this Contract constitutes the legal, valid and binding obligation of LESSOR or LESSEE, enforceable in
accordance with its terms; and

(c) the execution, delivery and performance of this Contract do not and will not violate any provision of, or result
in a breach of or constitute a default under any law, regulation or judgment, or violate any agreement binding
upon either of them or any of their property.

                                        ARTICLE 11 - INDEMNITIES

11.1 LIMITATIONS ON LIABILITY OF LESSOR - Save by its gross negligence or willful misconduct,
LESSOR shall not be liable or responsible for any damage or disturbance suffered, whether directly or indirectly,
by LESSEE, whether personally or in respect of the Leased Premises or any contents therein, or by any of its
employees, clients, customers or any other persons whomsoever.

11.2 INDEMNIFICATION - LESSEE shall indemnify and keep LESSOR fully indemnified against all claims,
actions, demands, actions and proceedings whatsoever made against LESSOR by any person whomsoever
arising as a result of or in connection with the use and occupancy by LESSEE of the Leased Premises and against
all costs and expenses incurred by LESSOR in respect of such claims, actions or demands except to the extent
that such claims, actions or demands are directly attributable to LESSOR, its officers, employees, agents,
representatives or guests, or a breach by LESSOR of any of its obligations, warranties or representations under
this Contract. LESSEE shall indemnify LESSOR as applicable, for any loss or damage which may be done to the
Leased Premises or any part thereof or to Common Areas or to any part of the Building, due to the fault or
negligence of LESSEE, its employees, agents, customers, clients or guests.

11.3 NON-ABATEMENT OF OBLIGATIONS - In no event shall the payment of any amount due hereunder
whether as rent, security deposit, advance rental, Common Area Charges or utility charges abate or cease to be
payable on account of the occurrence of any of the causes contemplated under Article 11.1, except to the extent
permitted by Article 12.

                  ARTICLE 12 - FORCE MAJEURE AND OTHER DISTURBANCES

12.1 OCCURRENCE OF FORCE MAJEURE - LESSEE shall give LESSOR written notice of any damage
caused to the Leased Premises by reason of Force Majeure, within five (5) working days from the occurrence
thereof. If the Leased Premises are rendered inaccessible or destroyed or substantially damaged by Force
Majeure, the damage shall be repaired at the expense of LESSOR, and the disturbance or discontinuance in the
possession of the Leased Premises by reason of or occasioned during such repair shall confer no right of any kind
to LESSEE against LESSOR, except to the extent recognized under Article 12,2. "Force Majeure" shall mean an
act, event or cause, which is unexpected or unforeseen, or if foreseen, must be impossible to avoid, or which is
beyond the control of LESSOR or LESSEE. This term includes rebellion, insurrection, labor unrest, lockout,
work stoppage, strikes on a citywide or nationwide scale, flood, typhoon, earthquake, robbery, theft, arson,
terrorism, crime or similar incidents.

12.2 OPTION TO RESCIND - In the event that (i) the physical damage resulting from the Force Majeure
renders the Leased Premises totally unfit for use or occupation for more than sixty (60) days, or (ii) the repairs
required to rectify the damage resulting from Force Majeure and to render the Leased Premises fit for use and
occupation are expected to last for more than ninety
(90) days, or (iii) Force Majeure prevents LESSEE from conducting its business in the Leased Premises for a
period of more than sixty (60) days, then either party with regard to (i) and (ii) and LESSEE with regard to (iii)
shall have the right to rescind this Contract which shall be without prejudice to the rights and remedies of either
party against the other in respect of any claim or liability antecedent to such rescission.

In no case shall any compensation or claim be allowed against LESSOR by reason of the interruption, annoyance
or injury caused to LESSEE or its property arising from the rescission of this Contract or any interruption in the
use or possession of the Leased Premises or the repair of any portion of the Building or the Leased Premises.

12.3 STRIKES, LOCKOUTS AND OTHER THREATS - In the event that (i) a picket line is established in the
Leased Premises or in the vicinity thereof due to a labor dispute involving LESSEE or arising in any way from the
conduct of LESSEE's business, or (ii) an activity is performed in the Leased Premises which, in the sole
                                                         10

judgment of LESSOR, interferes with or affects the operations of LESSOR, or
(iii) any event, accident or cause beyond the control of LESSOR threatens LESSOR's operations in the Building,
the operations of the other lessees/occupants of the Building and the lives of LESSEE's employees, guests,
customers or clients and the security of the Building itself, then LESSOR may, at its sole option, terminate this
Contract by written notice to LESSEE ("LESSOR's Notice of Termination"). If LESSOR shall not elect to
terminate this Contract, it may, in its sole discretion and by written notice ("LESSOR's Notice of
Reimbursement") require LESSEE to pay for any additional cost LESSOR may incur in hiring security guards,
maintaining the cleanliness of the Leased Premises or in contracting for such other services, including legal
services and other costs of suits as may be required for the well-being, security and welfare of the other lessees in
the Building.

In the event that LESSEE is prevented from conducting its business in the Leased Premises due to a strike,
lockout, labor dispute involving LESSOR, LESSEE shall likewise be entitled to terminate this Contract by written
notice to LESSOR ("LESSEE's Notice of Termination") or if LESSEE shall not elect to terminate this Contract, it
may, in its sole discretion and by written notice ("LESSEE's Notice of Reimbursement") require LESSOR to pay
for any additional cost LESSEE may incur in hiring security guards and maintaining the cleanliness of the Leased
Premises.

This Contract shall not, however, be terminated and LESSOR or LESSEE shall not be required to reimburse
each other for additional costs incurred as a consequence of such picket, strike, labor dispute or other threats, if
such picket, strike, labor dispute or other threats shall have ceased within three
(3) days from service of the LESSOR's Notice of Termination, LESSEE's Notice of Termination, LESSOR's
Notice of Reimbursement or LESSOR's Notice of Reimbursement, as the case may be.

                      ARTICLE 13 - TERMINATION AND ITS CONSEQUENCES

13.1 EVENTS GIVING RISE TO DEFAULT AND TERMINATION. - LESSOR shall have the right to
cancel or terminate this Contract without need of legal or judicial action or order upon the occurrence of any of
the following events by giving written notice to LESSEE:

(a) the term of this lease shall have expired pursuant to Article 1, or LESSEE shall have failed to return and
surrender the Leased Premises in accordance with Article 9.24;

(b) the Leased Premises shall be closed, deserted or unoccupied for a continuous period of thirty (30) calendar
days due to causes directly committed by LESSEE;

(c) LESSEE shall fail to pay for at least one (1) month its share in Common Area Charges or charges for utilities
supplied by LESSOR to the Leased Premises or shall fail to pay the rent or any other amount due hereunder on
the date specified herein for its payment;

(d) LESSEE fails to observe or perform any of the covenants provided thereunder, or any of LESSEE's
representations and warranties as specified hereunder shall prove false in any material respect when made and
LESSEE fails to rectify or remedy the breach within thirty (30) days from written demand of LESSOR;

(e) LESSEE (if the latter is a natural person) shall have died or the corporate existence of LESSEE (when
organized as corporation or partnership) shall have ceased;

(f) LESSEE shall become insolvent or be unable to pay its debts when due or shall commit or permit any act of
bankruptcy under the applicable law; or

(g) the occurrence of any other event which entitles LESSOR to exercise its right to cancel or terminate this lease
pursuant to other provisions in this Contract other than Articles 12.2, 12.3 and 14.2, Annex "A" and under the
law.

13.2 CONSEQUENCES OF DEFAULT - Upon the occurrence of any of the foregoing events specified in
Article 13.1, LESSOR shall be entitled to exercise any of the following remedies, alternatively or cumulatively at
its discretion, in conjunction with or separately from any other right or remedy granted hereunder or under the
law, without need for any legal or judicial action or order:

(a) LESSOR is hereby constituted and appointed as LESSEE's attorney-in-fact with the following powers and
rights upon the occurrence of any of the events specified in Article 13.1: to (i) open, enter, padlock, secure,
enclose or fence the Leased Premises, and/or discontinue the supply to the Leased Premises of those public
utilities and services being supplied by LESSOR to the Leased Premises, or otherwise take full and complete
physical possession and control of the Leased Premises; (ii) assume ownership and take full control and
possession of all alterations, additions, improvements or installations placed in or on the Leased Premises which
cannot be removed without defacing or injuring, any ceiling, floor, wall or any portion of the Building or the
Leased Premises, (iii) take an inventory of the equipment, furniture, articles or merchandise found or located in
the Leased Premises which may be removed therefrom without defacing or injuring any ceiling, floor, wall or any
portion of the Building or Leased Premises, place any of the same in storage and charge LESSEE the
corresponding storage fees therefor; (iv) in case LESSEE fails to claim said equipment, furniture, articles or
merchandise from storage and liquidate any liability to LESSOR within thirty (30) days from the date LESSOR
takes possession of the Leased Premises or of LESSEE's personal properties, to dispose of said properties in a
public sale and to apply the proceeds thereof to the payment of whatever liability and/or indebtedness LESSEE
may have to LESSOR, including expenses incurred by LESSOR in connection with such sale, without prejudice
to the right of LESSOR to collect the deficiency, if any. The appointment of LESSOR as attorney-in-fact of
LESSEE shall be considered coupled with an interest and, hence, shall be irrevocable.

(b) LESSOR shall be entitled to collect from LESSEE, and LESSEE shall continue to be liable for the rental for
the unexpired period of the lease term and the penalty and interest charges due thereon (as applicable). The entire
security deposit constituted under Article 3.3 shall be forfeited in favor of LESSOR, and LESSEE shall continue
to
                                                         11

be liable for all amounts which shall be due from it as provided hereunder. All these amounts shall be due to
LESSOR in addition to whatever damages, whether actual or consequential, which may be due under Articles
9.25 or 9.26 hereof as well as the damages LESSOR may incur or suffer arising from the termination of this
Contract. In no case shall any amount due hereunder from LESSEE be applied against the security deposit, it
being understood that the entire amount thereof shall accrue by virtue of forfeiture in favor of LESSOR.

Should LESSOR be compelled to seek judicial relief against LESSEE or any of its employees, agents or
representatives, the latter shall, in addition to the damages mentioned above, pay an amount equivalent to twenty
(20%) percent of the amount claimed in the complaint, as attorney's fees (with a minimum of Pesos 50,000.00),
aside from the costs of the litigation and other expenses which the law may entitle LESSOR to recover from
LESSEE.

                                  ARTICLE 14 - GENERAL PROVISIONS

14.1 EXTRAORDINARY INFLATION - Should extraordinary inflation or deflation of the currency of payment
as stipulated hereunder supervene during the effectivity of this Contract, the value of the currency on date hereof
shall be the basis of payment as provided in Article 1250 of the Civil Code of the Philippines; provided, however,
that in case of ordinary inflation or deflation of the Philippine Currency which involves more than fifteen percent
(15%) of its value within any one (1) year-period starting from the effectivity of this Contract as determined by
the Consumer Price Index or any official index of the proper government agency, there shall be a corresponding
increase or decrease in the amount of rentals herein specified in direct proportion to such inflation or deflation.

14.2 EXPROPRIATION - In the event that the Leased Premises or any part of the Building is expropriated
during the period of this lease by any instrumentality of the Government or by any other entity with authority to
exercise such power, either party may rescind this Contract upon giving the other party thirty (30) days prior
written notice thereof, without incurring any liability or providing the other party with any basis for an action for
damages. In case of such expropriation, LESSEE hereby unconditionally relieves and releases LESSOR from
any and all liability under this Contract in connection with or arising out of such expropriation proceedings and
agrees that the compensation to be received by LESSOR shall belong to it wholly as owner of the Leased
Premises, without prejudice to whatever recourse LESSEE may have against the expropriating entity on account
of damage done or caused to it or its property by reason of such expropriation. Upon such expropriation,
LESSOR shall return to LESSEE the security deposit and advance rentals given under this Contract, after
deducting the payment for rentals, utilities and other amounts which remain due and owing to LESSOR.

14.3 NON-WAIVER - The failure of any party to insist upon a strict performance of any of the terms, conditions
and covenants hereof shall not be deemed a relinquishment or waiver of such terms, conditions or covenants
granted to such party, nor shall it be construed as a condonation of any subsequent breach or default of the
terms, conditions and covenants hereof, which terms, conditions and covenants shall continue to be in full force
and effect. The subsequent acceptance of rent by LESSOR shall not be deemed to be a waiver of any prior
breach by LESSEE of any term, covenant or condition for this lease, regardless of LESSOR's knowledge of such
prior breach at the time of acceptance of such rent. No waiver by LESSOR of any of its rights under this
Contract shall be deemed to have been made unless expressed in writing and signed by LESSOR.

14.4 NOTICE - Where demand or notice is required to be given under this Contract, notice sent to LESSEE at
the Leased Premises or at the address specified above by registered mail or by personal delivery shall be
considered sufficient compliance with the requirement of notice or demand. All demands or notices required
under this Contract to be made to LESSEE shall also be sufficient if posted at the Leased Premises.

14.5 LAW AND VENUE APPLICABLE - This Contract shall be construed, interpreted and governed by the
laws of the Philippines. Each party irrevocably submits to the jurisdiction of the courts in Makati for the purpose
of enforcing any right or obligation under or arising out of this Contract.

14.6 ENTIRE AGREEMENT - This Contract constitutes the complete understanding between the parties with
respect to the subject matter hereof and supersedes any prior expression of intent, representation or warranty
with respect to this transaction. This Contract may be amended but only with an instrument in writing signed by
the parties.
14.7 ADDITIONAL TERMS AND CONDITIONS - This lease shall be subject to the additional terms and
conditions specified in Annex "A". All the Annexes of this Contract constitute integral parts hereof.

14.8 SEVERABILITY - If any one or more of the provisions of this Contract is declared invalid or
unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired.

IN WITNESS WHEREOF, LESSEE and LESSOR have caused these presents to be signed on the date and at
the place abovewritten.

               MEGAWORLD CORPORATION                                EPIXTAR PHILIPPINES IT-ENABLED
                    (Lessor)                                             SERVICES CORPORATION
                                                                               (Lessee)



              By: /s/ Lourdes G. Clemente                           By: /s/ Gideon Javier
                   LOURDES G. CLEMENTE                                   GIDEON JAVIER
            First Vice President for Finance                                Director
                 and Administration
                                                      12

                                         Signed In The Presence Of:

                                  [ILLEGIBLE]                    [ILLEGIBLE]
                                 -------------                  -------------

                                                ACKNOWLEDGMENT




Republic of the Philippines)
MAKATI CITY )S.S.

               BEFORE ME, a Notary Public for and in MAKATI CITY, Philippines, this

JUL 25 2003, personally appeared:

          NAME                                             C.T.C. NO./                             Date/Place of Issue
                                                           Passport No.

Lourdes G. Clemente                                        14379334                                1-15-03/Makati City
in her capacity as First Vice President
for Finance & Administration of
Megaworld Corporation

Gideon Javier                                              07019583                                3-4-03/San Jose, Ant
in his capacity as Director
of Epixtar Philippines IT-Enabled
Services Corporation




known to me and to me known to be the same persons who executed the foregoing instrument and each
acknowledged the same as his/her own free and voluntary act and deed as well as that of the corporations herein
represented.

I FURTHER CERTIFY that this instrument consists of twelve (12) pages excluding the Annexes and other
attachments but including this page where the Acknowledgment is written, and is signed by the parties and their
instrumental witnesses on the appropriate spaces provided above and on the left-hand margins of all other pages.

                                             NOTARY PUBLIC

                                                   /s/ GARRY V DE GUZMAN
                                                      GARRY V DE GUZMAN
          Doc. No. 214                                 Notary Public
          Page No. 44                             Until December 31, 2004
          Book No. XIX                        PTR NO. [ILLEGIBLE] / Makati City
          Series of 2003.                     IBP Lifetime Roll No. [ILLEGIBLE] / [ILLEGIBLE]
                                  13

                             ANNEX "A"

                      ESSENTIAL PROVISIONS

LESSOR            MEGAWORLD CORPORATION

LESSEE            EPIXTAR PHILIPPINES IT-ENABLED SERVICES CORPORATION

LEASED PREMISES   Units A, C & D (Ground Floor); 5th to 7th Floors; 7th Floor Deck; 8th to 11
                  Corporate Plaza (the "Building"), Eastwood City Cyberpark, Eastwood City, E
                  Road), Bagumbayan, Quezon City.

                  Parking Spaces located at the 2nd, 3rd and 4th Floors of the Eastwood Corpo

                  The Leased Premises shall have the technical specifications listed and desc

LEASABLE AREA                  Ground Floor, Unit A                -       135.00 square met
Units                          Ground Floor, Unit C                -        88.00 square met
                               Ground Floor, Unit D                -       104.00 square met
                               5th Floor                           -     1,429.00 square met
                               6th Floor                           -     1,371.00 square met
                               7th Floor                           -     1,061.00 square met
                               7th Floor Deck                      -       314.00 square met
                               8th to 11th Floors                  -     4,244.00 square met
                               -------------------------------------------------------------
                               Total Leasable Unit Area            -     8,746.00 square met
                               (inclusive of undivided interest, if any, in the Common Areas
                                of the floor in which the Leased Premises are located.)

Parking                        2nd Floor                           -     1,300.00 square met
                               3rd Floor                           -     1,300.00 square met
                               4th Floor                           -     1,300.00 square met
                               -------------------------------------------------------------
                               Total Leasable Parking Area         -     3,900.00 square met

                                All Leasable Areas are subject to final area measurement.

USEABLE AREA                   Ground Floor, Unit A                -       135.00 square met
Units                          Ground Floor, Unit C                -        88.00 square met
                               Ground Floor, Unit D                -       104.00 square met
                               5th Floor                           -     1,279.00 square met
                               6th Floor                           -     1,222.00 square met
                               71h Floor                           -       911.00 square met
                               7th Floor Deck                      -       314.00 square met
                               8th to 11th Floors                  -     3,644.00 square met
                               -------------------------------------------------------------
                               Total Useable Unit Area             -     7,697.00 square met

USE
Units                           Call Center/Customer Service Management Center and other rela

Parking Spaces                  Parking
                                      14

EFFECTIVITY OF CONTRACT   This Contract shall be effective upon execution hereof and shall conti
                          expiration of the Lease Term.

LEASE TERM                December 28, 2003 until December 28, 2010.

PRE-TERMINATION           LESSEE shall have the right to pre-terminate the lease under the follow

                                           l. The date of effectivity of termination is after July
                                           2. 12 months' prior written notice is required which sh
                                              than July 15, 2007.
                                           3. Three (3) months' Security Deposit shall be forfeite
                                           4. LESSEE shall be liable to pay LESSOR upon demand an
                                              rental payments for 12 months based on the applicabl
                                              effective date of pre-termination.

                          In case the pre-termination shall be effective earlier than July 15, 2
                          the LESSOR in writing of said pre-termination at least 12 months prior
                          thereof. In the event of such pre-termination, the three (3) months' S
                          forfeited in favor of the LESSOR and LESSEE shall be liable to LESSOR
                          July 15, 2008 as well as an amount equivalent to rental for 12 months
                          rental rate on the effective date of pre-termination.

TURN-OVER DATE            The Leased Premises shall be completely turned over on November 30, 20
                          however, LESSEE shall be allowed to occupy some parts of the Leased Pr
                          specified by the Parties for purposes of performing fit-out works. LES
                          fit-out works to be conducted on the Leased Premises shall be nominate
                          by LESSOR, prior to the performance of actual fit-out works. It shall
                          that in order that LESSOR may be able to complete construction of the
                          before November 30, 2003 (the "Turn-Over Date"), LESSOR shall at all t
                          over LESSEE in the scheduling and implementation of construction works

                          In the event that LESSOR is unable to complete construction of the Lea
                          Turn-Over Date, LESSEE shall have the right to 3-days' rental abatemen

                          The Leased Premises shall be deemed completed when:

                              1.   the exterior window curtain of the Building has been fully ins
                              2.   all passenger elevators and service lifts are operational and
                              3.   the Building has been fully commissioned.
                              4.   LESSEE is able to obtain all Building plans and pertinent docu
                              5.   LESSOR has submitted to the Philippine Economic Zone Authority
                                   the issuance of the occupancy permit for the Leased Premises o
                                   all requirements in support of said application.
                                                        15

                                               6.   The Leased Premises shall have been provided with electricity

HAND-OVER CONDITION                       Bare shell condition. On an "As-is-where-is" basis.

RENTAL COMMENCEMENT                       July 15, 2004
DATE

FIXED MONTHLY UNIT RENT                   PESOS: TWO HUNDRED NINETY (Pesos 290.00) per square meter of Leasable
                                          of VAT which shall be for the account of LESSEE.

FIXED MONTHLY PARKING                     PESOS: SIXTY FIVE (Pesos 65.00) per square meter of Leasable Area per
RENT                                      which shall be for the account of LESSEE.

TABLE OF UNIT RENTALS




---------------------------------------------------------------------------------------------------------
            A             B                    C                            D
                                            (B x 10%)                    (B x 5%)
---------------------------------------------------------------------------------------------------------
          YEAR      Fixed Monthly           10% VAT*                    5% Expanded                    Am
                        Rent          (To be paid by Lessee           Withholding Tax*
                                         to Lessor and               (To be remitted by                 L
                                      remitted by Lessor to               Lessee to
                                               BIR)                         BIR)
---------------------------------------------------------------------------------------------------------
            1       2,536,340.00             253,634.00                  126,817.00
---------------------------------------------------------------------------------------------------------
            2       2,536,340.00             253,634.00                  126,817.00
---------------------------------------------------------------------------------------------------------
            3       2,663,157.00             266,315.70                  133,157.85
---------------------------------------------------------------------------------------------------------
            4       2,796,314.85             279,631.49                  139,815.74
---------------------------------------------------------------------------------------------------------
            5       3,006,038.46             300,603.85                  150,301.92
---------------------------------------------------------------------------------------------------------
            6       3,306,642.31             330,664.23                  165,332.12
---------------------------------------------------------------------------------------------------------
            7       3,637,306.54             363,730.65                  181,865.33
---------------------------------------------------------------------------------------------------------

TABLE OF PARKING RENTALS
---------------------------------------------------------------------------------------------------------
            A              B                   C                            D
                                            (B x 10%)                    (B x 5%)
---------------------------------------------------------------------------------------------------------
          YEAR      Fixed Monthly           10% VAT*                    5% Expanded                    Am
                         Rent         (To be paid by Lessee           Withholding Tax*
                                         to Lessor and               (To be remitted by                 L
                                      remitted by Lessor to                Lessee to
                                                 BIR)                         BIR)
---------------------------------------------------------------------------------------------------------
            1         253,500.00              25,350.00                   12,675.00
---------------------------------------------------------------------------------------------------------
            2         253,500.00              25,350.00                   12,675.00
---------------------------------------------------------------------------------------------------------
            3         266,175.00              26,617.50                   13,308.75
---------------------------------------------------------------------------------------------------------
            4         279,483.75              27,948.38                   13,974.19
---------------------------------------------------------------------------------------------------------
            5         300,445.03              30,044.50                   15,022.25
---------------------------------------------------------------------------------------------------------
            6         330,489.53              33,048.95                   16,524.48
---------------------------------------------------------------------------------------------------------
            7         363,538.49              36,353.85                   18,176.92
---------------------------------------------------------------------------------------------------------




* The tax rates are subject to the prevailing law at the time of payment.

Should the VAT rate increase during the term of this Contract, the Fixed Monthly Rent as stipulated in Column B
shall not in any case be reduced. In the event that LESSEE is able to obtain VAT exemption from the
appropriate government agency, then the 10% VAT reflected in Column C shall no longer be payable by
LESSEE, and the amount of Rent in Column E, shall no longer include the 10% VAT, effective on the date of
issuance of the VAT exemption certificate, provided, that a copy of the VAT exemption certificate is submitted to
LESSOR prior to the remittance by
                                   16

                        LESSOR to BIR of the VAT due on the rental due for
                        the relevant period.

MANNER OF PAYMENT       The Rent shall be paid quarterly in advance, on or
                        before the 2nd working day of the relevant quarter to
                        which such rent corresponds at the 28th Floor The
                        World Centre, 330 Sen. Gil Puyat Avenue, City, or at
                        any other address which LESSOR may by notice in
                        writing to LESSEE from time to time direct, without
                        necessity of demand or collection. The receipt of a
                        check in payment of the rentals due hereunder shall
                        not produce the effect of payment until the proceeds
                        thereof are actually received by LESSOR.

                        LESSEE shall remit the taxes withheld directly to the
                        Bureau of Internal Revenue and shall indicate in the
                        creditable withholding tax return to be filed with
                        the latter that the taxes being withheld are to be
                        credited to LESSOR. Proof of such remittance shall be
                        submitted to LESSOR within ten (10) business days
                        from such remittance.

SECURITY DEPOSIT        PESOS: SEVEN MILLION SIX HUNDRED NINE THOUSAND TWENTY
Units                   PESOS (Pesos 7,609,020.00) equivalent to three (3)
                        months' Fixed Monthly Unit Rent and payable on or
                        before execution of this Contract of Lease. The
                        Security Deposit shall be correspondingly increased
                        as and when the rental rate is escalated. LESSEE's
                        reservation fee in the amount of Pesos 5,072,680.00
                        shall be credited to the Security Deposit upon
                        execution of this Contract of Lease.

SECURITY DEPOSIT        PESOS: SEVEN HUNDRED SIXTY THOUSAND FIVE HUNDRED
Parking                 (Pesos 760,500.00) equivalent to three (3) months'
                        Fixed Monthly Rent and payable on or before execution
                        of this Contract of Lease. The Security Deposit shall
                        be correspondingly increased as and when the rental
                        rate is escalated. LESSEE's reservation fee in the
                        amount of Pesos 507,000.00 shall be credited to the
                        Security Deposit upon execution of this Contract of
                        Lease.

ADVANCE RENTAL          PESOS: SEVEN MILLION NINE HUNDRED EIGHTY NINE
Units                   THOUSAND FOUR HUNDRED SEVENTY ONE PESOS
                        (Pesos 7,989,471.00) equivalent to three (3) months'
                        Rent, payable on or before execution of the Contract
                        of Lease and to be credited to rent due for the first
                        three (3) months from Rental Commencement Date.

ADVANCE RENTAL          PESOS: SEVEN HUNDRED NINETY EIGHT THOUSAND FIVE
Parking                 HUNDRED TWENTY FIVE PESOS (Pesos 798,525.00)
                        equivalent to three (3) months' Rent payable on or
                        before execution of the Contract of Lease and to be
                        credited to rent due for the first three (3) months
                        from Rental Commencement Date.

CANCELLATION OF LEASE   In the event that after signing of this Contract of
                        Lease, LESSEE shall choose not to proceed with the
                        lease of the Leased Premises, the Security Deposit
                        and Advance Rental shall be forfeited in favor of
                        LESSOR. Moreover, LESSOR shall be entitled to
                        exercise all the remedies to which it is entitled
                        under Article 13.2(a) hereof.
                                 17


RENTAL ESCALATION   The Fixed Monthly Unit Rent and Fixed Monthly Parking
                    Rent shall be subject to annual escalation at the
                    following rates, compounded on an annual basis:

                                    Year                     Escalation
                                    ----                     ----------
                    lst   to 2nd year of the Lease Term         0.0%
                    3rd   to 4th year of the Lease Term         5.0%
                    5th   year of the Lease Term                7.5%
                    6th   to 10th year of the Lease Term       10.0%




SUBLEASE            LESSEE shall be allowed to assign or sublease the
                    Leased Premises but only to sister or affiliated
                    companies and its subsidiaries engaged in a business
                    similar in nature to LESSEE's business and always
                    subject to the approval of LESSOR. LESSEE shall
                    submit a written request to LESSOR, for approval of
                    the sublease agreement prior to its effectivity,
                    which approval shall not be unreasonably withheld.
                                                                               Annex A-1




Eastwood Corporate Plaza
Eastwood Avenue, Eastwood City Cyberpark, Building Specifications

---------------------------------------------------------------------------------------------------------
    Item                                       Type                                        Description
---------------------------------------------------------------------------------------------------------

External
---------------------------------------------------------------------------------------------------------
         Exterior Finishes           Glass Curtain Wall with
                                        Aluminum cladding
---------------------------------------------------------------------------------------------------------

Equipment
---------------------------------------------------------------------------------------------------------
Air-conditioning System:
---------------------------------------------------------------------------------------------------------
          Cooling Tower                                                         Provided
---------------------------------------------------------------------------------------------------------
          Ground Floor               Six (6) units, Packaged a/c                Six (6) units with two (2
                                                 DX                             per unit. Each unit is in
                                                                                Total Cooling Capacity is
---------------------------------------------------------------------------------------------------------
          Second Floor                          None
---------------------------------------------------------------------------------------------------------
          Third Floor                           None
---------------------------------------------------------------------------------------------------------
          Fourth Floor                          None
---------------------------------------------------------------------------------------------------------
          Fifth Floor                Four (4) Packaged Type,                    Two (2) units with twenty
                                     water cooled (ducted type)                 units with fifteen (15) t
                                                                                Each unit is individually
                                                                                Capacity is Seventy (70)
---------------------------------------------------------------------------------------------------------
          Sixth Floor                Four (4) Packaged Type,                    Two (2) units with twenty
                                     water cooled (ducted type)                 units with fifteen (15) t
                                                                                Each unit is individually
                                                                                Capacity is Seventy (70)
---------------------------------------------------------------------------------------------------------
          Seventh Floor              Four (4) Packaged Type,                    Two (2) units with twenty
                                     water cooled (ducted type)                 units with fifteen (15) t
                                                                                Each unit is individuals
                                                                                Capacity is Seventy (70)
---------------------------------------------------------------------------------------------------------
          Eighth Floor               Four (4) Packaged Type,                    Four (4) units with fifte
                                     water cooled (ducted type)                 capacity. Each unit is in
                                                                                Total Cooling Capacity is
---------------------------------------------------------------------------------------------------------
          Ninth Floor                Four (4) Packaged Type,                    Four (4) units with fifte
                                     water cooled (ducted type)                 capacity. Each unit is in
                                                                                Total Cooling Capacity is
---------------------------------------------------------------------------------------------------------
          Tenth Floor                Four (4) Packaged Type,                    Four (4) units with fifte
                                     water cooled (ducted type)                 capacity. Each unit is in
                                                                                Total Cooling Capacity is
---------------------------------------------------------------------------------------------------------
                                              Annex A-1

Eastwood Corporate Plaza
Eastwood Avenue, Eastwood City Cyberpark, Building Specifications

---------------------------------------------------------------------------------------------------------
         Eleventh Floor              Four (4) Packaged Type,                    Four (4) units with fifte
                                     water cooled (ducted type)                 capacity. Each unit is in
                                                                                Total Cooling Capacity is
---------------------------------------------------------------------------------------------------------
         Ventilation System          Centralized Exhaust
---------------------------------------------------------------------------------------------------------
         Elevators                   Three (3) high Speed lifts                 Brand (LG)
---------------------------------------------------------------------------------------------------------
         Fire Alarm and                                                         Automatic fire sprinkler
         Sprinkler System                                                       with fire hose cabinets a
                                                                                reservoir and separate fi
---------------------------------------------------------------------------------------------------------
         Security System                                                        CCTV camera inside elevat
---------------------------------------------------------------------------------------------------------
         Generator Set                     2,000 kva                            Stand-by power generator
                                                                                building with automatic t
---------------------------------------------------------------------------------------------------------
         Intercom System                                                        To be provided by LESSEE
---------------------------------------------------------------------------------------------------------

Finishing:
---------------------------------------------------------------------------------------------------------
         Lift Lobbies                                                           Closed gypsum Ceiling wit
                                                                                Flooring
---------------------------------------------------------------------------------------------------------
         Ceiling                                                                Bare Ceiling/Exposed Soff
---------------------------------------------------------------------------------------------------------
         Flooring                                                               Bare Flooring
---------------------------------------------------------------------------------------------------------
         Floor topping                                                          To be provided by LESSEE
---------------------------------------------------------------------------------------------------------
         Toilets:
---------------------------------------------------------------------------------------------------------
             Water Closet                  Ceramic
---------------------------------------------------------------------------------------------------------
             Faucet                         Metal                               Cold
---------------------------------------------------------------------------------------------------------
             Counter Top & Sink        Synthetic Stone
---------------------------------------------------------------------------------------------------------
             Urinals                       Ceramic
---------------------------------------------------------------------------------------------------------
             Shower                         None
---------------------------------------------------------------------------------------------------------
             Water Heater                   None
---------------------------------------------------------------------------------------------------------
             Accessories                                                        Mirror, Hand Dryer and Gr
---------------------------------------------------------------------------------------------------------
         Light Switches and                                                     Only for common areas (el
         Convenience Outlets                                                    ME room, Telecommunicatio
---------------------------------------------------------------------------------------------------------
                                                  Exhibit 10.7

                        REIMBURSEMENT -- OUTSOURCING AGREEMENT

AGREEMENT made as of April 1, 2003 by and between Trans Voice L.L.C. (Trans Voice): a Florida limited
liability company, having an office at 12550 Biscayne Boulevard Miami, Florida 33181 and Epixtar Corp., a
Florida corporation (The "Company" or "Epixtar") having an office at 11900 Biscayne Boulevard, Miami,
Florida, 33181.

                                                WITNESSETH

WHEREAS, The Company is engaged through subsidiaries in the business of telemarketing of its goods and
services; through domestic and international Telemarketers

WHEREAS The Company has acquired expertise in marketing in general with specific experience in
telemarketing, especially international Telemarketing and product development;

Whereas, the Company desires to (1) offer marketing services to third parties ranging from the planning and
operation of a direct marketing campaign to the performance of specific marketing functions and (2) develop its
own international telemarketing network for the forgoing and its existing business.

WHEREAS the Company has determined that outsourcing the development of these functions would be
substantially less costly and more effective that doing so internally,

WHEREAS the Company therefore desires to outsource the services as described in schedule A;
WHEREAS Trans Voice is a principal shareholder of Epixtar, and desires for no consideration to assist the
Company in outsourcing these services including the retention and supervision of a subcontractor to perform
these services.

WHEREAS the Trans Voice with the approval of the Company has already obtained an independent third party
("Subcontractor") to perform these services and has been paying the Subcontractors charges and supervising the
performance of these services.

WHEREAS the parties desire to finalize their agreement,

NOW, THEREFORE, in consideration of the mutual covenants and undertakings hereinafter set forth, it is
agreed:

1. Definitions

The following words shall have the definitions set forth below:

(a) The "Company" shall mean Epixtar Corp. and each Subsidiary of the Company.

(b) "Services" shall refer to the services set forth in Schedule I hereto.

(c) "Subsidiary" shall refer to any entity which is majority owned (directly or through one or more entities) or
otherwise controlled by the Company whether in existence on the date hereof or formed hereinafter.

2. Appointment. The Company hereby appoints Trans Voice to retain and supervise the Subcontractor to
perform the Services and Trans Voice accepts the appointment. During the term of this Agreement Trans Voice
shall provide the Subcontractor and cause the Subcontractor to provide the Services.

3. Trans Voice shall receive no compensation for its services however it shall be reimbursed for all expenses and
payments to the Subcontractor The Company shall pay in advance or reimburse Trans Voice the amounts due or
paid Subcontractor as set forth in Schedule II as the same may be revised from time to time, with the Company's
approval.

4. Term. This Agreement shall continue for a period of three years commencing as of the date hereof and ending
on Match 31, 2006; provided this Agreement shall be renewed annually thereafter unless terminated by either
party upon no less than thirty days notice.
Notwithstanding the foregoing, this Agreement shall terminate in the event Trans Voice's agreement with
Subcontractor terminates for any reason and Trans Voice is unable to find a successor within sixty days of such
termination. Such termination of this Agreement shall be without liability to either party, except for amounts
accrued prior to termination.

5. Agency. Trans Voice and its Subcontractor and their employees and representatives shall have no authority to
enter into any agreement or binding commitment on behalf of the Company. Nor shall Trans Voice or its
Subcontractor or any of their employees or representatives represent or hold themselves out as having such
authority. In addition, neither Trans Voice or Subcontractor or any of their representatives or agents make any
representation or warranty relating to this the Company or its products or make any statement inconsistent with
Company's public announcements, its literature, or any explicit instruction given to Trans Voice or Subcontractor

6. Independent Contractor. Neither Trans Voice or Subcontractor will be deemed to be, a co-venturer or
partner or an employee of Epixtar, and nothing in this Agreement will be construed so as to make them, a co-
venturer or partner or employee of the Epixtar. Trans Voice agrees to perform its duties hereto as an independent
contractor and will cause Subcontractor to do so. Nothing contained herein shall be considered to create the
relationship of employer-employee between the parties to this Agreement.

7. Subcontractor Responsibilities. Provided payments have been made hereunder, Trans Voice and
Subcontractor shall at their expense be responsible for the payment of salary or fees of all persons required to
perform its services hereunder and for the payment of all other expenses incurred in performing its obligation
hereunder, including but not limited to payment of all required withholding taxes and benefits for their personal.

8. Reports and Coordination. Trans voice shall report to management of the Company upon all aspects of the
Subcontractor's services and render such reports as requested by the Company. Periodically, the Company may
request meetings to discuss its services and coordinate its efforts with management

Specifically, Trans Voice shall keep the Company advised of the progress of all potential agreements, which may
be presented as a result of Subcontractor's Services.
9. No Liability. Except for its gross negligence for failure to supervise the Subcontractor, Trans Voice shall have
no liability the Company for any liability arising from the acts of Subcontractor. Except for the gross negligence of
Trans Voice or its failure to pay any amount due Subcontractor which were advanced to the Company to Trans
Voice, the Company shall indemnify and hold Trans Voice harmless from all liability arising out of this agreement
or any arrangement with the Subcontractor.

10. Notices. All notices, demands, requests, consents, approvals or other communications (each of the foregoing,
a "Notice") required or permitted to be given hereunder or pursuant hereto or that are given with respect to this
Agreement to either/any party hereto shall be in writing and shall be (a) personally delivered, (b) sent by both
registered or certified mail, postage prepaid and return receipt requested, and regular first class mail, (b) sent
both by facsimile transmission with receipt of transmission confirmed electronically or by telephone and by regular
first class mail, (c) sent by telegram or telex or (d) sent by reputable overnight courier service with charges
prepaid and delivery confirmed, to the intended recipient at its respective address as set forth below or such
other address given by notice hereby:

                                                if to Trans Voice:

                                            12550 Biscayne Boulevard

                                               Miami, Florida 33181

                                                   if to Epixtar:

                                            11900 Biscayne Boulevard

                                               Miami, Florida 33181

Any Notice delivered or sent as provided above shall be deemed given when so delivered or sent and shall be
deemed received (a) when personally delivered,
(b) three (3) business days after being mailed as above provided, (c) when sent by facsimile transmission as
above provided, (d) when sent by telex or telegram as above provided or (e) one (1) Business Day after being
sent by courier as above.

11. Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is
intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein, constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes, and merges herein, all prior and contemporaneous negotiations,
discussions, representations, understandings and agreements between the parties whether oral or written, with
respect such subject matter. No representation, warranty, restriction, promise, undertaking or other agreement
with respect to such subject matter has been made or given by any party hereto other than those set forth in this
Agreement.
12. Amendment and Waiver. This Agreement may be amended, modified or supplemented only to the extent
expressly set forth in writing that is signed by the party to be charged therewith and that sets forth therein that its
purpose is to amend, modify or supplement this Agreement or some term, condition or provision hereof. No
waiver of any term, condition or provision of this Agreement or of any breach or violation of this Agreement or
any provision hereof shall be effective except to the extent expressly set forth in writing that is signed by the party
to be charged therewith.

13. Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations hereunder
may not be assigned or delegated by a party without the prior written consent of the other party, provided that
Trans Voice may assign or delegate its rights, duties and obligations hereunder to any of its affiliates. Except as
provided in the immediately preceding sentence, any purported assignment or delegation made without the prior
written consent of each of the other parties hereto shall be null and void and of no effect. This Agreement and the
provisions hereof shall be binding upon and enforceable by or against each of the parties hereto and its respective
estate, heirs, executors, administrators, legal representatives, successors and assigns. Except as expressly
provided for in this Agreement, this Agreement is not intended to confer my rights or benefits on any Persons
other than the parties hereto and their respective estate, heirs, executors, administrators, legal representatives,
successors and permitted assigns.

14. Severability. It is the parties' intent that this Agreement and each term and provision hereof be enforceable in
accordance with its terms and to the fullest extent permitted by law. Accordingly, to the extent any term or
provision of this Agreement shall be determined or deemed to be valid or unenforceable, such provision shall be
deemed amended or modified to the minimum extent necessary to make such provision, as so amended or
modified, valid and enforceable.

17. Survival. Notwithstanding anything to the contrary contained herein, this Section 3, 7 and 9 of this Agreement
shall survive the expiration or earlier termination (for any reason whatsoever) of this Agreement or any breach of
this Agreement.

18. Further Assurances. Each party hereto, upon the [reasonable] request of any [the] other party hereto, shall
do and perform all such further acts (including, without limitation, applying for and obtaining such licenses,
permits, consents, approvals, exemptions and authorizations by or from, and giving such notices to, and making
such filings with, any Governmental Authority or any other Person as may be necessary or appropriate to
facilitate the consummation of the transactions contemplated hereby and executing, and delivering all such further
instruments and documents as may be necessary or desirable to carry out, evidence and reflect the transactions
contemplated hereby or otherwise carry out and perform the provisions of this Agreement

19. Titles and Headings; Rules of Interpretation. Titles, captions and headings of the sections, articles and other
subdivisions of this Agreement are for convenience of reference only and shall not affect the construction or
interpretation of any provision of this Agreement. References to Sections and Articles refer to sections and
articles of this Agreement unless otherwise stated. Words such as "herein," "hereinafter," "hereof," "hereto,"
"hereby" and "hereunder," and words of like import, unless the context requires otherwise, refer to this
Agreement including attachments hereto taken as a whole and not to any particular Section, Article or other
provision hereof. As used in this Agreement, the masculine, feminine and neuter genders shall be deemed to
include the others if the context requires, and if the context requires, the use of the singular shall include the plural
and visa versa.
20. Consent to Jurisdiction. This Agreement shall be governed by, interpreted under and construed in accordance
with the internal laws of the State of Florida applicable to contracts executed and to be performed wholly in that
State without giving effect to the choice or conflict of laws principles or provisions thereof. Each of the parties
hereto agrees that any dispute under or with respect to this Agreement shall be determined before the state or
federal courts situated in the City of Miami, County of Dade and State of Florida, which courts shall have
exclusive jurisdiction over and with respect to any such dispute, and each of the parties hereto hereby irrevocably
submits to the jurisdiction of such courts.

IN WITNESS WHEREOF, Trans Voice and Epixtar have executed this Agreement as of the day and year first
above written.

                                            TRANS VOICE L.L.C.

                                     By: /s/ Stanley Myatt
                                        ------------------------------
                                     Name:   Stanley Myatt

                                     Title:    President




                                               EPIXTAR CORP.

                                     By. /s/ XXXXXXX    XXXXXXXXXX
                                        -------------------------------

                                     Name: XXXXXXXX     XXXXXXXXXX
                                          -----------------------------

                                     Title: CFO
                                           ----------------------------
                                                      Schedule I

A. Subject to the supervision of Epixtar

1. Manage existing vendor relationships for stability of Internet sales campaigns

2. Grow existing vendor relationships for capacity scaling of Epixtar's BPO business

3. Manage site selection, lease negotiations, design and build-out of Epixtar's offshore call centers

4. Negotiate favorable incentive and financial assistance packages with government ministries and agencies on
behalf of Epixtar

5. Identify commercial opportunities for Epixtar to sell BPO services

6. Develop new products for Epixtar to market through in house and outsourced telemarketing

7. Identify and negotiate opportunistic merger and acquisition situations for Epixtar

B. Participate in the (i) review and editing of Epixtar's written business plan and (ii) presentation of Epixtar's
business plan to brokers and investors as required by Epixtar's chairman

C. Assign qualified person acceptable to to Epixtars chief executive officer to perform duties of Principal
Corporate Strategist for Epixtar
                       EXHIBIT 27 - Epixtar Corp. Subsidiaries


Domestic Subsidiaries


NAME                                           STATE of INCORPORATION     DATE of INCORPORATION
Ameripages, Inc.                                 DE                                07/24/03
B2B Advantage Inc.                               DE                                07/24/03
Epixtar Account Services Inc.                    DE                                07/24/03
Epixtar BPO Service Corp.                        DE                                07/24/03
Epixtar Communications Corp.                     FL                                06/25/02
Epixtar Management Corp.                         DE                                07/24/03
Epixtar Marketing Services Corp.                 DE                                07/24/04
Epixtar Prepaid Communications Corp.             DE                                07/24/03
Epixtar Solutions Corp.                          DE                                07/24/03
Liberty Online Services Inc.                     DE                                07/24/03
National Online Services Inc.                    DE                                07/24/03
NOL Group Inc.                                   DE                                07/24/03
One World Public Communications Corp.            DE                                09/03/03


Foreign Subsidiaries

NAME                                         COUNTRY of INCORPORATION     DATE of INCORPORATION
Epixtar International Contact Centers Ltd. (Mauritius)      Mauritius              08/08/03
Epixtar Philippines IT Enabled Services Corporation         Philippines            07/24/03
Epixtar Information Technology Pvt. Ltd. (Kolkata)          India                  11/05/03
                                               Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Epixtar Corp.

We hereby consent to the use by Epixtar Corp. in the Annual Report on Form 10KSB for the fiscal year ended
December 31, 2003 of our report dated March 11, 2003 except to Note 2, which is dated April 5, 2004,
relating to the financial statements of Epixtar Corp.

                                                      /s/ Liebman, Goldberg & Drogin LLP
                                                      ----------------------------------
                                                      Liebman, Goldberg & Drogin LLP
                                                      Certified Public Accountants



                Garden City, NY
                April 13, 2004
                                                    Exhibit 31.1

                                                CERTIFICATION

I, Martin Miller, certify that:

1. I have reviewed this annual report on Form 10-KSB of Epixtar Corp.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and
material weaknesses.

            Date: April 13, 2004                                                 /s/ Martin Miller
                                                                               -----------------------
                                                                                     Martin Miller,
                                                                               Chief Executive Officer
                                                    Exhibit 31.2

                                                CERTIFICATION

I, Irving Greenman, certify that:

1. I have reviewed this annual report on Form 10-KSB of Epixtar Corp.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and
material weaknesses.

           Date: April 13, 2004                                                  /s/ Irving Greenman
                                                                               -----------------------
                                                                                     Irving Greenman,
                                                                               Chief Financial Officer
                                                   Exhibit 32.1

                                                906 Certification

                                             Certification Pursuant to
                                             18 U.S.C. Section 1350

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I , Irving Greenman, the Chief Financial Officer of Epixtar Corp. hereby certify that Epixtar Corp.'s form 10-
KSB for the year ended December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, and (ii) the information contained in the Form 10-KSB for the year ended
December 31, 2003, fairly presents, in all material respects, the financial condition and the results of operations
for the Company.

           Date: April 13, 2004                                                /s/ Irving Greenman
                                                                             -----------------------
                                                                                   Irving Greenman,
                                                                             Chief Financial Officer