June 28, 1996                                        WRITER'S DIRECT DIAL NUMBER
                                                            (202) 508-3532
                                                            (202) 508-3571
                                                        E-Mail BMPFCMC@AOL.COM

 
Mr. Richard Reiss
All Communications
521 Fifth Avenue
29th Floor
New York, NY 10175
 
Re: 1130 Connecticut Avenue, NW, Suite 425
 
Dear Richard:
 
This Letter Agreement outlines the terms and conditions under which ALL
COMMUNICATIONS CORP. (hereinafter referred to as 'Subtenant') will lease space
from CHARLES L. FISHMAN, P.C. (hereinafter referred to as 'Sublandlord') at 1130
Connecticut Avenue, NW (hereinafter referred to as 'Building').
 
DEMISED PREMISES:
 
Demised Premises shall consist of one individual office within Suite 425.
 
TERM:
 
The initial Sublease term shall be for one year.
 
COMMENCEMENT DATE:
 
Shall be July 1, 1996.
 
BASE RENTAL RATE:
 
First office shall be two thousand five hundred dollars per month ($2,500)
 
Second office shall be one thousand two hundred fifty dollars ($1,250.00) per
month.
 
First research assistant station shall be seven hundred dollars ($700.00) per
month.
 
Second research assistant station and each secretarial bay shall be five hundred
dollars ($500.00) per month.
 
SERVICES:
 
The Base Rental Rate shall include all building services provided by the
Landlord in the Prime Lease Agreement and is inclusive of all rent escalation's,
increases, operating expenses and real estate taxes. In addition all general
office services including, use of the fax and phone for local services,
excluding long distance fax, phone and postage, and normal use of the copier,
conference room, kitchen and workroom.




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SECURITY DEPOSIT AND FIRST MONTHS RENT:
 
Security deposit is equal to one months rent. Both the first months and security
deposit shall be due and payable upon commencement.
 
SIGNAGE:
 
The Subtenant shall provide suite entry identification at its sole cost and
expense.
 
TERMINATION:
 
Either party shall reserve the right to terminate this agreement for any reason
by giving thirty (30) days prior written notice.
 
ADDITIONAL CONDITIONS:
 
Subtenant shall agree in writing, by signing this letter of agreement, to abide
by all of the terms and provisions of the Prime Lease Agreement without
exception, except for the payment of rent and additional rent.
 
Subtenant shall not remove any of the Landlord's or Sublandlord's personalty
from the demised premises without the Landlord's or Sublandlord's express
written consent.
 
Subtenant shall not at any onetime locate more than six (6) persons on the
premises.
 
Kindly demonstrate your acceptance of the aforementioned terms and conditions by
signing below and returning one copy to us at your earliest convenience.
 
Sincerely,
 
BARNS, MORRIS, PARDOE & FOSTER, INC.
 
/s/ MICHAEL J. OLSEN
Michael J. Olsen
Vice President
 
/s/ CHRISTOPHER M CAMPAGNA
Christopher M. Campagna
Leasing Associate
 






AGREED AND ACCEPTED:
 

                                               
Charles L. Fishman, P.C.                          All Communications Corporation
 
By: /s/ CHARLES L. FISHMAN                        BY: /s/ RICHARD REISS
DATE:      7/1/96                                 DATE:      7/2/96

 
Attachment:
 
Prime Lease Agreement between Acquiport Four Corporation and Charles L. Fishman,
P.C.