<PAGE>

                           LEASE PROVISIONS & EXHIBITS

LANDLORD:  HIGHWOODS REALTY LIMITED PARTNERSHIP

TENANT:  BIRTHDAY EXPRESS.COM, INC.                                 LEASE DATE:

BUILDING ADDRESS:  488 Gallimore Dairy Road, Suite D, Greensboro, North
Carolina 27409

NOTICES ADDRESS:  11220 120th Avenue, N.E., Kirkland, Washington 98033, Attn:
Mike Jewell, President

RENTABLE SQUARE FOOTAGE:  32,000

LEASE TERM:  Five (5) years                 RENT COMMENCEMENT:  December 1, 1999

TERM:                     MONTHLY RENT:     ANNUAL RENT:        PRICE P.R.S.F.:
12/01/99 - 11/30/01      $10,586.67         $127,040.00         $3.97
12/01/01 - 11/30/03      $11,013.33         $132,160.00         $4.13
12/01/03 - 11/30/04      $11,466.67         $137,600.00         $4.30

                 ALL RENTS ARE DUE ON THE 1ST DAY OF EACH MONTH

OPTION TO TERMINATE: Provided Tenant is not in default hereunder, Tenant shall
have the option to terminate this Lease on the third anniversary of the
Commencement Date, upon a prior one hundred twenty (120) day written notice to
Landlord and a payment to Landlord of four (4) months rent and unamortized
Tenant Improvements totaling forty thousand dollars and 00/100 ($40,000.00).

RIGHT TO RELOCATE: Provided Tenant is not in default hereunder, Tenant shall
have the right to relocate to other available properties (i.e., not under lease
to other tenants) owned by Highwoods, or its controlled affiliates, at least
twenty five percent (25%) greater in size, without penalty, providing a prior
ninety (90) day written notice of its intent to relocate. The economic terms
pursuant to which the relocation space will be leased shall be subject to mutual
agreement, failing which the notice of intent to relocate will be deemed
rescinded. The other lease terms shall be substantially the same as set forth in
this Lease.

FIRST RIGHT OF REFUSAL: Provided Tenant is not in default hereunder, Tenant
shall have a First Right of Refusal on all contiguous space in the Building.
Tenant shall have five (5) business days to respond in writing after receipt
from Landlord of a written notice of third party offer. Tenant's failure to
agree in writing within five (5) business days, to lease the space on the same
terms as set forth in the third party offer, shall nullify all of Tenant's
rights to that space. Tenant will retain a First Right of Refusal on all
contiguous space in the future, upon availability within the Building.

OPTION TO RENEW: Provided Tenant is not in default hereunder, Tenant shall have
two (2) options to renew this Lease for a period of five (5) years each, upon
the same terms and conditions contained herein, save and except any option to
renew, and upon a rental rate equal to the Fair Market Value at the time of the
renewal. Tenant shall provide Landlord ninety (90) day prior written notice of
its intent to exercise said option.

SECURITY DEPOSIT:  $10,586.67 ($5,293.33 to be returned to Tenant after year
two (2))

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PRO-RATA %:  37.04%

EXPENSE PASS THRU'S:
Taxes:                     Entire Cost
Insurance:                 Entire Cost
Common Area Maintenance:   Entire Cost

PAID DIRECTLY BY TENANT:
x   Janitorial                              x   Extermination
x   Garbage                                 x   Light Bulbs
x   Water/Sewer                             x   Interior Maintenance
x   Security                                x   Signage
x   Electrical/Gas                          x   Plate Glass Breakage
x   HVAC                                    x   Fire Extinguisher Maintenance

EXHIBITS ATTACHED:
x   A   Legal Description                   x   D   Insurance Requirements
x   B   Building Layout/Specs               x   E   Parking Rules & Regulations
x   C   Rules & Regulations                 x   F   Signage

<PAGE>

NORTH CAROLINA    )
                  )                                             LEASE AGREEMENT
GUILFORD COUNTY   )

         THIS LEASE, made and entered into this the 12 day of November, 1999,
by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina Limited
Partnership, hereinafter referred to as "Landlord" and BIRTHDAY EXPRESS.COM,
INC., a Washington Corporation, hereinafter referred to as "Tenant".

                                    RECITALS

         Landlord is seized of the business premises described herein, having
space therein to let. Tenant desires to lease such space from Landlord. The
parties desire to enter into a Lease Agreement defining their respective rights,
duties and liabilities relating to the premises.

         IN CONSIDERATION of the mutual covenants contained herein, the parties
agree as follows:

1.       DESCRIPTION OF PREMISES: Landlord is the owner of a 86,400 rentable
square foot building (the "Building") located at 488 Gallimore Dairy Road,
Guilford County, Greensboro, North Carolina, being more fully described on
Exhibit "A" attached hereto and hereby made a part hereof.

         The Leased Space shall consist of that portion of said Building and
other improvements in the amount of 32,000 rentable square feet, as outlined in
red on Exhibit "B" attached hereto, said space together with all parking and
other common area rights is hereinafter referred to as the "Premises". The
entire Leased Space Premises shall be for the exclusive use of Tenant, its
agents, servants, employees and invitees for office and related uses. The Leased
Space is more commonly known as Suite D.

         Landlord represents and warrants that it is the owner in fee simple of
the Premises and that there are no covenants, restrictions or zoning or other
regulations which prevent, restrict, or are violated by, this Lease or the use
of the Premises as contemplated herein.

2.       TERM: The term of this Lease shall be for a period of five (5)
years, beginning December 1, 1999, the "Commencement Date", through November 30,
2004, the "Termination Date". In the event Landlord shall permit Tenant to take
possession of the Premises prior to the Commencement Date referenced above, all
the terms and conditions of this Lease shall apply. If Landlord cannot deliver
the Premises to the Tenant after the Commencement Date set forth herein, then
rent will not commence until such date as Tenant takes possession of the
Premises. The above, however, is subject to the provision that the period
permitted for the delay of delivery of possession of the Premises shall not
exceed forty five (45) days after the Commencement Date set forth in the first
sentence of this Section 2 (except that those delays beyond Landlord's control,
including, without limitation, those encompassed in the meaning of the term
"force majeure", or caused by Tenant (the "Delays") shall be excluded in
calculating such period). If Landlord does not deliver possession to Tenant
within such period, then Tenant may terminate this Lease by written notice to
Landlord; provided, that written notice shall be ineffective if given after
Tenant takes possession of any part of the Premises, or if given more than one
hundred (100) days after the original Commencement Date plus the time of any
Delays.

3.       BASE RENT:  Tenant shall pay base rental for the Premises leased as
follows:

TERM:                    MONTHLY RENT:    ANNUAL RENT:      PRICE P.R.S.F.:
-----                    -------------    ------------      ---------------
12/01/99 - 11/30/01      $10,586.67       $127,040.00       $3.97
12/01/01 - 11/30/03      $11,013.33       $132,160.00       $4.13
12/01/03 - 11/30/04      $11,466.67       $137,600.00       $4.30

         All rental payments are payable in advance on the first (1st) day of
each month without prior offset or deduction to Landlord at Landlord's address
specified in Section 41 hereof entitled "NOTICES" or at such other place as
Landlord may direct. In the event any Tenant check tendered to Landlord in
payment of its obligations hereunder is returned by Tenant's bank for
insufficient funds, any and all charges incurred by Landlord as a result shall
be billed to Tenant by Landlord as additional rent hereunder.

4.       OCCUPANCY AND ACCEPTANCE OF PREMISES: Landlord shall deliver actual
possession of the Premises to Tenant on the Commencement Date according to the
specifications indicated in Exhibit "B" attached hereto and by this reference
made a part hereof, provided Landlord is able to furnish to Tenant evidence
obtained from local governmental authorities having jurisdiction that the
Premises have been duly inspected and approved for Tenant's occupancy. If the
Premises are ready for Tenant's occupancy prior to the Commencement Date,
Landlord shall so notify Tenant and Tenant may accept such early occupancy,
provided, however, in such event Tenant shall pay to Landlord base rental
calculated on a daily basis assuming a 365 day year, for each day Tenant
shall occupy the Premises prior to the Commencement Date. If permission is
given to Tenant to occupy the Demised Premises prior to the date of
commencement of the term hereof, such occupancy shall be subject to all the
provisions of this Lease except those relating to the term of this Lease.

         Upon Tenant's occupancy of the Premises Tenant shall render to
Landlord, within thirty (30) days of such occupancy date, a written notice
listing each and every respect in which the Premises are incomplete according to
such building specifications as noted above; Landlord shall then have sixty (60)
days from its receipt of said notice to complete those items contained in such
listing. The existence of such items shall not alter the Tenant obligation to
pay rent pursuant to Section 3, except to the extent they impair Tenant's
ability to conduct its business.

         During Tenant's move-in, a representative of the Tenant must be on-site
with any moving company to ensure proper treatment of Premises. Elevators in
multi-story office buildings must remain in use for the general public during
business hours. Any specialized use of elevators must be coordinated with the
Landlord's Property Manager. All packing materials and refuse must be properly
disposed of. Any damage or destruction due to moving caused by Tenant or
Tenant's moving company will be the sole responsibility of the Tenant.

         Landlord warrants that the Premises currently comply with all laws,
including the Americans with Disabilities Act ("ADA"). Tenant shall, at its own
expense, comply, in its use of the Premises, with all future governmental
regulations to include those relating to the ADA.

5.       AUDIT: If Tenant disputes the amount of operating expenses as set
forth in the invoice from the Landlord within forty-five days after receipt
thereof, Tenant shall have the right upon notice to have Landlord's book and
records relating to operating expenses audited by a qualified professional
selected by Tenant or by Tenant itself. If after such audit Tenant still
disputes the amount of operating expenses, a certification as to the proper
amount shall be made by an independent certified public accountant in
consultation with Landlord's and Tenant's professionals, which certification
shall be final and conclusive, absent manifest error. If such audit reveals
that operating expenses were overstated in the calendar year audited Landlord
shall within thirty (30) days after the certification pay to Tenant the amount
of any overstatement which it had collected from Tenant, and if the
overstatement is greater than three percent (3%), Landlord shall pay all of
Tenant's review and audit costs. However, if such certification does not show
that Landlord had made such an overstatement then Tenant shall pay both the
costs of its professional as well as the reasonable charges of Landlord's
independent certified public accountant engaged to determine the correct
amount of operating expenses. If the certification shows that Landlord has
undercharged Tenant then Tenant shall within thirty (30) days pay to Landlord
the amount of any undercharge.

         Books and records necessary to accomplish any audit permitted under
this Section shall be retained for twelve months after the end of each calendar
year, and on receipt of notice of Tenant's dispute of the operating expenses
shall be made available to Tenant to conduct the audit, which may be either at
the Premises, or at Landlord's office in Winston-Salem, North Carolina.

         In the event that the Tenant elects to have a professional audit
Landlord's operating expenses as provided in this Lease, such audit must be
conducted by an independent nationally or regionally recognized accounting firm
that is not being compensated by Tenant on a contingency fee basis. All
information obtained through such audit as well as any compromise, settlement or
adjustment reached as a result of such audit shall be held in strict confidence
by Tenant and its officers, agents, and employees and as a condition to such
audit, the Tenant's auditor shall execute a written agreement agreeing that the
auditor is not being compensated on a contingency fee basis and that all
information obtained through such audit as well as any compromise, settlement or
adjustment reached as a result of such audit, shall be held in strict confidence
and shall not be revealed in any manner to any person except upon the prior
written consent of the Landlord, which consent shall not be unreasonably
withheld in Landlord's sole discretion, or if required pursuant to any
litigation between Landlord and Tenant materially related to the facts disclosed
by such audit, or if required by law.

         No subtenant shall have any right to conduct an audit and no assignee
shall conduct an audit for any period during which such assignee was not in
possession of the Premises.

6.       LATE PAYMENT OF RENT: All monthly installments of rent herein
stipulated are due in advance without prior offset or deduction on the first
(1st) day of each month during the term hereof, as set forth in Section 3
hereof entitled "BASE RENT". All rents not received on the first (1st) day of
the month shall be deemed "past due" and all rents not received by the
Landlord by the tenth (10th) day of each month during the term hereof shall be
subject to a late charge of 5% of the amount due.

         In any such event, Landlord shall so invoice Tenant for any such
charge, which shall become due immediately upon Tenant's receipt of the invoice
but in no event later than twenty (20) days from the invoice date.

         Once any payment of rent is thirty (30) days past due, the total due,
including the 5% charge, shall bear interest at eighteen (18) percent per annum.

7.       NO ACCORD AND SATISFACTION: No acceptance by Landlord of a lesser
sum than the Base Rent, late charges, additional rent and other sums then due
shall be deemed to be other than on account of the earliest installment of
such payments due, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord's right to recover the balance of such installment or pursue any
other remedy in this Lease provided.

8.       USE: Premises shall be used for such office, assembly, storage,
distribution and manufacturing activities as are allowed under existing zoning
and recorded covenants. Landlord and Tenant both acknowledge that the extent
and height to which Tenant can store and rack goods and materials is dependent
on the type, volume, and density that goods and materials are stored. Landlord
makes no representations as to the ability and height to which goods and
materials may be stored in the Premises. For clarification, Tenant should
consult current local fire codes. Tenant shall not conduct, or allow to be
conducted, on or within the Premises any business or permit any act which in
any way increases the cost of fire insurance on the building or constitutes a
nuisance or is contrary to or in violation of the laws, statutes or ordinances
of local state or federal governments having jurisdiction and Tenant agrees to
comply, at Tenant's expense, with all governmental regulations to include
those relating to the Americans with Disabilities Act (ADA), but Landlord
shall be responsible for the Building and the Premises complying with all
laws, regulations, ADA, etc. Any violation of this provision by Tenant shall
be a breach of this Lease.

         It is hereby agreed and understood that the following functions are
prohibited outside the building walls or in the parking or service areas:
storage of any item; manufacture or assembly of any product; refuse
accumulation; rallies or meetings; any conduct of business. Personal property of
Tenant of any type or size shall be permitted outside the Premises only during
times of loading or unloading operations.

9.       QUIET ENJOYMENT: The Landlord covenants that Tenant, upon paying the
Landlord the rental stipulated herein together with all other charges reserved
herein, and performing the covenants, promises and agreements herein, shall
peaceably and quietly have, hold and enjoy the Premises and all rights,
easements, appurtenances and privileges belonging or appertaining thereto,
during the full term hereby granted and any extensions or renewals thereof.

10.      COMMON AREAS: As used in this Lease, Common Areas shall mean all
areas of the entire building and appurtenances which are available for the
common use of tenants and which are not held for the exclusive use of the
Tenant or other tenants, including but not limited to: the parking areas and
entrances and exits thereto, driveways and truck service ways, sidewalks,
landscaped areas, access roads, building equipment rooms, and other areas and
facilities provided for the common or joint use and benefit of occupants of
the Building, their employees, agents, customers and invitees. Landlord
reserves the right, from time to time, to reasonably alter said common areas,
including converting common areas into leasable areas, constructing additional
parking facilities in the common areas, increasing or decreasing common area
land and/or facilities and to exercise control and management of the common
areas and to establish, modify, change and enforce such reasonable Rules and
Regulations as Landlord in its discretion may deem desirable for the
management of the Building. In the event of an increase (accepting an increase
that will benefit the Tenants) or a decrease in the Common Area, Tenant's
percentage share will be adjusted accordingly.

          Tenant agrees to abide by and conform to such rules and regulations,
as do not unreasonably interfere with Tenant's business, and shall be
responsible for the compliance with same by its employees, agents, customers and
invitees. The failure of Landlord to enforce any of such Rules and Regulations
against Tenant or any other tenant shall not be deemed to be a waiver of same.

         Landlord shall have the right to restrict or close all or any portion
of the common areas at such times and for such periods as may, in the reasonable
opinion of the Landlord, be necessary to prevent a dedication thereof, or to
preserve the status thereof as private property, or to prevent the accrual of
any rights in any person; and Landlord may also close said common areas for
purposes of maintenance and repair as may be required from time to time.

         Tenant shall pay to Landlord its proportionate share of the entire
common area maintenance cost. Tenant's proportionate share shall be the relation
of Tenant's 32,000 rentable square foot area to the 86,400 rentable square foot
of total building area, or 37.04%, to be adjusted if any building area is
converted to common area. Common Area expenses shall include, but are not
limited to the following incurred by Landlord with respect to the Building: snow
removal; window washing; painting; security services; any alteration or other
work required by any governmental authority as a result of laws hereafter
enacted or effective, not attributable primarily to the particular use made by a
particular tenant to include costs expended by Landlord in order to place and
keep the Building and common areas in compliance with the Americans with
Disabilities Act (ADA) and any other legislation by any governmental body,
casualty, boiler and machinery, loss of rents insurance and general and excess
liability insurance; cleaning, striping, sealing and minor repairs to parking
areas, driveways, sidewalks and loading areas (but not replacement); lawn care
and landscaping maintenance; management and administrative fees; and all other
expenses paid in connection with the operation of the Building chargeable
against income. Landlord, upon written demand by Tenant therefor, but not sooner
than ninety (90) days after the expiration of a lease year shall furnish Tenant
a summary schedule of Common Area Expenses for such lease year if there shall
occur therein an increase in Common Area Expenses as aforesaid.

         During the term hereof, Landlord shall notify Tenant of its
proportionate share due for such cost. Landlord shall have the option through
the Lease term to require Tenant's reimbursement on either a monthly, quarterly
or annual basis, at Landlord's sole discretion, to become due and payable as
additional rent within ten (10) days, if invoiced monthly or thirty (30) days,
if invoiced quarterly or annually, from the date of invoice. Tenant shall pay to
Landlord a monthly amount equal to one thousand three hundred thirty three
dollars and 33/100 ($1,333.33). This estimated amount shall cover the cost of
Common Area Maintenance Expenses, which will be trued-up at the end of each
calendar year.

11.      ASSIGNMENT AND SUBLETTING: Tenant covenants and agrees that neither
this Lease nor the term hereby granted, nor any part thereof, will be
assigned, mortgaged, pledged, encumbered or otherwise transferred
(individually and collectively referred to as a "Transfer"), by operation of
law or otherwise, and that neither the Premises, nor any part thereof, will
be sublet or advertised for subletting or occupied, by anyone other than
Tenant, or for any purpose other than as hereinabove set forth, without the
prior written consent of Landlord not to be unreasonably withheld. Landlord's
withholding of consent shall be deemed reasonable if the use or occupancy of
the Premises by such sublessee or assignee is likely to increase the
likelihood of Landlord being responsible for any costs of compliance with the
Americans with Disabilities Act (ADA) or any other legislation by any
governmental body. Notwithstanding the foregoing:

         (a) Any Transfer to any corporation or entity controlled (as
hereinafter defined) by Tenant, or to the surviving corporation in the event
of a consolidation or merger to which Tenant shall be a party and any Major
Change (as hereinafter defined) must be approved by Landlord in accordance
with the first paragraph of Section 11, above and, without such approval,
shall at Landlord's election be void and/or constitute an Event of Default.
The term "control" or "controlled" shall mean ownership of more than fifty
percent (50%) of the voting stock of a corporation or more than fifty percent
(50%) of all of the legal and equitable interest in any other business
entity. The term "Major Change" as used herein shall mean any reorganization,
recapitalization, refinancing or other transaction or series of transactions
involving Tenant which results in the net worth of Tenant and its
consolidated subsidiaries immediately after such transaction(s) being less
than fifty percent (50%) of the net worth of Tenant and its consolidated
subsidiaries as of the end of the fiscal year immediately preceding the date
of this Lease.

         (b) A sale, transfer or assignment of a general partner's interest
or any portion thereof in Tenant, if Tenant is a partnership, or a sale,
transfer or assignment of twenty-five percent (25%) or more of the voting
stock of Tenant if Tenant is a corporation, whether such sale, transfer or
assignment occurs in a single transaction or a series of transactions, shall
be deemed a Transfer and require Landlord's consent in accordance with the
procedures specified in the first paragraph of Section 11, above above;
provided, however, that notwithstanding any provision of this Lease to the
contrary, a sale or transfer of the capital stock of Tenant shall not be
deemed a Transfer if (i) such sale or transfer occurs in connection with any
bona fide financing or capitalization for the benefit of Tenant, or (ii)
Tenant becomes a publicly traded corporation.

         (c) Subject to subsection (b) above, if Tenant is a corporation,
limited liability company, partnership, or similar entity, and if the entity,
if any, which owns or controls a majority of the voting shares/rights at any
time changes for any reason, such change of ownership or control shall
constitute a Transfer; provided that if Tenant's net worth after such change
in the ownership or control of a majority of the voting shares/rights is
equal to the greater of Tenant's net worth at the date of this Lease or the
net worth of the Tenant on the day prior to such change in the ownership or
control of a majority of the voting shares/rights, and the provisions of
clauses (1), (4) and (5) of subsection (d) below are otherwise satisfied,
such change of ownership or control shall constitute a "Permitted Transfer."
Furthermore, a change in the ownership or control of a majority of the voting
shares/rights of Tenant shall not constitute a Transfer so long as Tenant is
an entity whose outstanding stock is listed on a recognized security
exchange, or if at least eighty percent (80%) of its voting stock is owned by
another entity, the voting stock of which is so listed.

         (d) Notwithstanding anything in this Paragraph 11 to the contrary,
use of a portion of the Premises by any of Tenant's Affiliates shall not be
deemed a Transfer requiring Landlord's consent. For purposes of this Lease,
the term "Affiliate" shall mean any corporation, limited liability company or
partnership which controls, is controlled by, or is under common control with
Tenant. In addition, Tenant may assign its entire interest under this Lease
to a successor to Tenant by purchase, merger, consolidation or reorganization
without the consent of Landlord, provided that all of the following
conditions are satisfied (a "Permitted Transfer"): (1) Tenant is not in
default under this Lease; (2) Tenant's successor shall own all or
substantially all (which for purposes of this Lease shall be deemed to be at
least eighty percent (80%)) of the assets of Tenant; (3) Tenant's successor
shall have a net worth which is at least equal to the greater of Tenant's net
worth at the date of this Lease or Tenant's net worth as of the day prior to
the proposed purchase, merger, consolidation or reorganization; (4) the use
of the Premises by such successor to Tenant will not violate the Permitted
Use; and (5) Tenant shall give Landlord written notice at least 15 days prior
to the date the proposed purchase, merger, consolidation or reorganization
actually occurs. Tenant's notice to Landlord shall include information and
documentation showing that each of the above conditions has been satisfied.
If requested by Landlord, Tenant's successor shall sign a commercially
reasonable form of assumption agreement.

12.      LANDLORD'S REPAIRS: The Landlord, at its sole cost and expense,
shall maintain and keep in good condition and repair the roof, parking areas
and exterior landscaping, foundation, exterior and supporting walls of the
Building together with repairs necessary due to structural defects, if any.
Landlord shall also maintain and repair, at its sole cost and expense, the
electrical wiring (from the utility company's distribution lines to the
Premises, including the electrical service exclusive of fuses, fuse blocks,
breaker units or meter deposits) servicing the Premises, the water line
servicing the Premises, and the sanitary sewer lines and/or septic tank
servicing the Premises. However, the Landlord shall not be responsible for
such maintenance and repairs in the event the same are required as a result
of the gross negligence or willful act of the Tenant or its clients,
customers, licensees, assignees, agents, employees or invitees and further,
which event the cost of such maintenance and repairs so required shall be the
sole responsibility of the Tenant.

13.      TENANT REPAIRS; ALTERATIONS: The Tenant shall effect, at its sole
cost and expense, all maintenance and repairs to the following components of
said Premises, to the extent solely serving the Leased Space: the floor and
wall coverings (whether paint or otherwise); lights, light fixtures, and
light bulbs; interior and exterior doors and door locks, overhead doors;
ceiling tiles; water heaters; windows, frames, glass, window blinds; all
heating, ventilating and air conditioning equipment; all plumbing and
electrical not described in Section 12 above; security systems and any other
improvements not required to be maintained by Landlord in the immediately
preceding Section hereof, except in the event the improvements installed by
Landlord may be defective in material or labor in installation. All such
repairs and replacements required by this section shall be made only by
persons approved in advance by Landlord, not to be unreasonably withheld.
Should Tenant fail to comply with the maintenance and repairs required above,
the Landlord shall have the right to enter on the Premises and make necessary
repairs and perform and maintenance required. Any cost incurred by Landlord
shall be paid by the Tenant at cost plus an aggregate of ten percent (10%)
for overhead and for profit.

         Tenant shall submit to the Landlord for Landlords' prior written
approval all of the plans and specifications for any alterations, additions
or improvements in and to the Premises which Tenant may deem desirable or
necessary in its use and occupancy thereof. Such alterations, additions or
improvements shall not be made without the prior written approval of
Landlord, not to be unreasonably withheld. If any changes are made to the
plans by the Landlord, Tenant shall review final plans and provide written
approval prior to Landlord starting upfit construction. All such alterations,
additions or improvements shall be made in accordance with applicable city,
county, state and federal laws and ordinances, and building and zoning rules
and regulations and all present and future governmental regulations relating
to the Americans with Disabilities Act (ADA). Landlord's approval hereunder
shall not be deemed a warranty that Tenant's alterations meet such ADA
regulations, however, such consent shall carry a requirement that such
alterations will be constructed by Tenant, at its own expense, in full
compliance with all existing ADA governmental regulations. Tenant shall be
liable for all damages or injuries which may result to any person or property
by reason of or to the extent caused by any alterations, additions or
improvements made by it to the Premises and shall hold the Landlord harmless
with respect thereto. All additions and improvements made by the Tenant shall
become a part of the Premises and shall, upon the termination or expiration
of this Lease, belong to Landlord except as may be otherwise set forth in a
letter agreement or other written instrument executed by the parties hereto
and attached to this Lease as an amendment hereto and thereby made a part
hereof.

         In the event Tenant performs any alterations, additions or
improvements to the Premises, Tenant agrees that it shall provide to Landlord
a reproducible set of as-built plans for Landlord's files.

         If Tenant fails to perform Tenant's obligations under this Section,
or if Tenant fails to exercise reasonable diligence in making necessary
repairs and replacements, Landlord may at its option enter upon the Premises
after ten (10) days prior written notice to Tenant, perform such obligation
on Tenant's behalf, and the cost thereof together with interest thereon shall
become due and payable as additional rental to Landlord together with
Tenant's next rental installment.

         At Landlord's option, exercised in writing at time of approval,
Landlord may require that Tenant remove any or all alterations or
improvements at Tenant's expense upon termination of the Lease.

14.      HEATING, VENTILATION AND AIR CONDITIONING: The Tenant shall at its
sole cost and expense keep in force a maintenance contract for the entire
term of this Lease on all heating, air conditioning and ventilation equipment
pertaining solely to the Premises, providing for service inspections to be
done on a semi-annual basis. Tenant shall submit a copy of said contract to
Landlord within ten (10) days after occupancy of the Premises. Landlord must
reasonably approve the terms of the maintenance contract and the firm Tenant
chooses as the maintenance contractor.

         Landlord shall be responsible for replacement of any defective motor
or compressor within the system provided it is not as a result of negligence
or willful act of the Tenant, its clients, customers, licensees, assignees,
agents, employees, or invitees. However, Tenant's failure to provide the
required maintenance contract constitutes a negligent or willful act and
whereby releases Landlord form any and all liability for said equipment.

         Upon termination of this Lease, Tenant will deliver the HVAC
equipment in good operating condition, normal wear and tear excepted.

15.       FEDERAL REGULATION AND/OR PROHIBITION OF CFC'S: Due to an
environmental threat that the earth's ozone layer has deteriorated, there is
international concern for the control of Chlorofluorocarbons ("CFC's") and
possible ban thereof. Future legislation could mandate:

         1) New maintenance standards and procedures on HVAC equipment in order
         to reduce the amount of freon existing in the system; or

         2) Conversion of the equipment in order to accommodate the use of a
         substitute chemical; or

         3) Replacement of the equipment in the event the equipment does not
         comply with the required performance and maintenance standards.

         Landlord and Tenant hereby acknowledge that any costs associated
with the above shall be considered a maintenance item and included in common
area maintenance charges.

16.      SUBORDINATION AND ATTORNMENT: Tenant agrees that this Lease shall be
subject and subordinate to any mortgages or Deeds of Trust now or hereafter
placed upon the Premises and to all modifications thereto, and to all present
and future advances made with respect to any such mortgage or deed of trust.
Tenant agrees, at any time during the term of this Lease, to execute any and
all documents necessary to effectuate this subordination, which Landlord may
request. Tenant agrees to attorn to the mortgagee, trustee, or beneficiary
under any such mortgage or deed of trust or the purchaser at a sale pursuant
to the foreclosure thereof. In the event of the sale, assignment, or transfer
by Landlord of its interest in the Premises to a successor in interest who
expressly assumes the obligations of the Landlord hereunder, the Landlord
shall thereupon be released or discharged from all of its covenants and
obligations hereunder, except such obligations as shall have accrued prior to
any such sale, assignment or transfer; and Tenant agrees to look solely to
any successor in interest of the Landlord for performance of any such
obligations. Tenant shall have ten (10) days from its receipt of Landlord's
request to deliver any such fully executed documents to Landlord. Tenant's
failure to execute and deliver any such documents shall constitute a default
hereunder. Notwithstanding any of the foregoing, Tenant's quiet possession
and enjoyment of the Premises shall not be disturbed so long as Tenant
performs its obligations under this Lease.

17.      CHANGE IN OWNERSHIP OF PREMISES: If the ownership of the Premises or
the name or address of the party entitled to receive rent hereunder shall be
changed, the Tenant may, until receipt of proper notice of such change(s),
continue to pay the rent and other charges herein reserved accrued and to
accrue hereunder to the party to whom and in the manner in which the last
preceding installment of rent or other charge was paid, and each such payment
shall, to the extent thereof, exonerate and discharge the Tenant.

18.      CONDEMNATION: If the whole of the Building, or such substantial
portion thereof, or of the parking for the Building, as will make the
Premises unusable (or will substantially impair the use) for the purposes
referred to herein, shall be condemned by any legally constituted authority
for any public use or purpose, then in either of said events the term hereby
granted shall cease from the time when possession thereof is taken by the
condemning authority, and rental shall be accounted for as between Landlord
and Tenant as of that date. In the event the portion condemned is such that
the remaining portion including parking can, after restoration and repair, be
made usable for Tenant's purposes, then this Lease shall not terminate;
however, the rent shall be reduced equitably to the amount of the Premises
and parking taken. In such an event, Landlord shall make such repairs as may
be necessary as soon as the same can be reasonably accomplished. Such
termination, however, shall be without prejudice to the rights of either
Landlord or Tenant, or both, to recover compensation and damage caused by
condemnation from the condemnor. It is further understood and agreed that
neither the Tenant nor Landlord shall have any rights in any award made to
the other by any condemnation authority.

         Any minor condemnation or taking of the Premises for the
construction or maintenance of streets or highways shall not be considered a
condemnation or taking for the purposes of this Section 18 so long as the
Premises shall not be materially or adversely affected, ingress and egress
for the remainder of the Premises shall be adequate for the business of
Tenant, and the provisions of any loan documents of Landlord's lender which
encumber the Premises are complied with.

19.      RIGHT OF LANDLORD TO ENTER; "FOR RENT" SIGNS: The Tenant agrees that
the Landlord or its agents may at all reasonable times after reasonable
notice, except in case of emergency, enter upon the Premises for the purpose
of inspection or repair of the Building or the building systems and such
other purposes as Landlord may deem necessary or proper for the reasonable
protection of Landlord's interest in the Premises. In addition, the Landlord
may enter the Premises at all reasonable times, after reasonable notice, to
exhibit the Premises to prospective purchasers. During the two (2) months
immediately preceding the final expiration of the term created hereunder or
any renewal thereof, the Landlord, may exhibit the Premises to prospective
tenants and/or affix a notice that the premises are for rent; such notice
shall not be greater than four (4) square feet in area, and shall be affixed
to a suitable part thereof, exclusive of doors and windows and so as not to
obstruct the Tenant's signs.

20.      TAXES: Landlord agrees to pay before they become delinquent all
taxes, assessments and governmental charges of any kind and nature whatsoever
(hereinafter referred to as "taxes") lawfully levied or assessed against the
Building and the grounds, parking areas, driveways and alleys around the
Building and the grounds, parking areas, driveways and alleys around the
Building, except any taxes attributable to the operation of Tenant's business
or Tenant's property.

         If at any time during the term of this Lease, the present method of
taxation shall be changed so that in lieu of the whole or any part of any
taxes, assessments or governmental charges levied, assessed or imposed on
real estate and the improvements thereof, there shall be levied, assessed or
imposed on Landlord a capital levy or other tax directly on the rents
received therefrom and/or a franchise tax, assessment levy or charge measured
by or based, in whole or in part, upon such rents for the present or any
future building or building on the Premises, then all such taxes,
assessments, levies or charges, or the part thereof so measured or based,
shall be deemed to be included with the term "taxes" for the purposes hereof.

         Tenant shall pay to Landlord its proportionate share of the entire
cost of all taxes referenced herein. Tenant's proportionate share shall be
the relation of Tenant's 32,000 rentable square foot area to the 86,400
rentable square feet of total building area, or 37.04%, subject to adjustment
if common area is converted to building area. Real estate taxes, as
referenced herein, shall be defined as the amount of the total tax invoice
(property assessment x tax rate) and shall exclude any discount or late
penalty charge and shall include any charge or fee incurred by Landlord as a
result of its reasonable attempt in securing a reduction in the assessed
value of the Property.

         During the term hereof, Landlord shall notify Tenant of its
proportionate share due for such cost. Landlord shall have the option through
the Lease term to require Tenant's reimbursement on either a monthly,
quarterly, or annual basis, at Landlord's sole discretion, to become due and
payable as additional rent within ten (10) days, if invoiced monthly or
thirty (30) days, if invoiced quarterly or annually from the date of invoice.
Tenant shall pay to Landlord a monthly amount equal to four hundred fifty
three dollars and 33/100 ($453.33). This estimated amount shall cover the
cost of Tax Expenses, which will be trued-up at the end of each calendar year.

21.      TENANT'S COMPLIANCE; INSURANCE REQUIREMENTS. Tenant, in its use of
the Premises, shall comply with all applicable laws, ordinances and
regulations affecting the Premises, now existing or hereafter adopted,
including the Rules and Regulations.

         Throughout the Term, Tenant, at its sole cost and expense, shall
keep or cause to be kept for the mutual benefit of Landlord, Landlord's
managing agent, (presently Highwoods Realty Limited Partnership and its
affiliates) and Tenant, Commercial General Liability Insurance (1986 ISO Form
or its equivalent) with a combined single limit, each Occurrence and General
Aggregate-per location of at least TWO MILLION DOLLARS ($2,000,000), which
policy shall insure against liability of Tenant, arising out of and in
connection with Tenant's use of the Premises, and which shall insure the
indemnity provisions contained herein. Not more frequently than once every
three (3) years, Landlord may require the limits to be increased if in its
reasonable judgment (or that of its mortgagee) the coverage is insufficient.
Tenant shall also carry the equivalent of ISO Special Form Property Insurance
on its personal property and fixtures located in the Premises and any
improvements made by Tenant for their full replacement value and with
coinsurance waived, and Tenant shall neither have, nor make, any claim
against Landlord for any loss or damage to the same, regardless of the cause
thereof.

         Prior to taking possession of the Premises, and annually thereafter,
Tenant shall deliver to Landlord certificates or other evidence of insurance
satisfactory to Landlord. All such policies shall be non-assessable and shall
contain language to the extent obtainable that: (i) any loss shall be payable
notwithstanding any act or negligence of Landlord or Tenant that might
otherwise result in forfeiture of the insurance, (ii) that the policies are
primary and non-contributing with any insurance that Landlord may carry, and
(iii) that the policies cannot be canceled, non-renewed, or coverage reduced
except after thirty (30) days' prior written notice to Landlord. If Tenant
fails to provide Landlord with such certificates or other evidence of
insurance coverage, Landlord may obtain such coverage and Tenant shall
reimburse the cost thereof on demand.

         Anything in this Lease to the contrary notwithstanding, Landlord
hereby releases and waives unto Tenant (including all partners, stockholders,
officers, directors, employees and agents thereof), its successors and
assigns, and Tenant hereby releases and waives unto Landlord (including all
partners, stockholders, officers, directors, employees and agents thereof),
its successors and assigns, all rights to claim damages for any injury, loss,
cost or damage to persons or to the Premises or any other casualty, as long
as the amount of which injury, loss, cost or damage has been paid either to
Landlord, Tenant, or any other person, firm or corporation, under the terms
of any Property, General Liability, or other policy of insurance, to the
extent such releases or waivers are permitted under applicable law. As
respects all policies of insurance carried or maintained pursuant to this
Lease and to the extent permitted under such policies, Tenant and Landlord
each waive the insurance carriers' rights of subrogation. Subject to the
foregoing, Tenant shall indemnify and hold Landlord harmless from and against
any and all claims arising out of (i) Tenant's use of the Premises or any
part thereof, (ii) any activity, work, or other thing done, permitted or
suffered by Tenant in or about the Premises or the Building, or any part
thereof, (iii) any breach or default by Tenant in the performance of any of
its obligations under this Lease, or (iv) any act or negligence of Tenant, or
any officer, agent, employee, contractor, servant, invitee or guest of
Tenant; and in each case from and against any and all damages, losses,
liabilities, lawsuits, costs and expenses (including attorneys' fees at all
tribunal levels) arising in connection with any such claim or claims as
described in (i) through (iv) above, or any action brought thereon.

         If such action is brought against Landlord, Tenant upon notice from
Landlord shall defend the same through counsel selected by Tenant's insurer,
or other counsel reasonably acceptable to Landlord. Tenant assumes all risk
of damage or loss to its property or injury or death to persons in, on, or
about the Premises, from all causes except those for which the law imposes
liability on Landlord regardless of any attempted waiver thereof, and Tenant
hereby waives such claims in respect thereof against Landlord, except to the
extent arising out of the negligence or willful misconduct of Landlord, its
agents, employees, contractors, etc. The provisions of this paragraph shall
survive the termination of this Lease.

         Landlord shall keep the Building, including the improvements,
insured against damage and destruction by perils insured by the equivalent of
ISO Special Form Property Insurance in the amount of the full replacement
value of the Building.

         Each party shall keep its personal property and trade fixtures in
the Premises and Building insured with the equivalent of ISO Special Form
Property Insurance in the amount of the full replacement cost of the property
and fixtures. Tenant shall also keep any non-standard improvements made to
the Premises at Tenant's request insured to the same degree as Tenant's
personal property.

          Tenant's insurance policies required by this Lease shall: (i) be
issued by insurance companies licensed to do business in the state in which
the Premises are located with a general policyholder's ratings of at least A-
and a financial rating of at least VI in the most current Best's Insurance
Reports available on the Commencement Date, or if the Best's ratings are
changed or discontinued, the parties shall agree to a comparable method of
rating insurance companies; (ii) name the non-procuring party as an
additional insured as its interest may appear [other landlords or tenants
may be added as additional insureds in a blanket policy]; (iii) provide
that the insurance not be canceled, non-renewed or coverage materially
reduced unless thirty (30) days advance notice is given to the non-procuring
party; (iv) be primary policies; (v) provide that any loss shall be payable
notwithstanding any gross negligence of Landlord or Tenant which might result
in a forfeiture thereunder of such insurance or the amount of proceeds
payable; (vi) have no deductible exceeding TEN THOUSAND DOLLARS ($10,000),
unless accepted in writing by Landlord; and (vii) be maintained during the
entire Term and any extension terms.

         Tenant agrees to pay to the Landlord its proportionate share of the
entire cost that Landlord may incur in the cost of maintaining the policies
required hereunder. Tenant's proportionate share shall be the relation of
Tenant's 32,000 rentable square foot area to the 86,400 rentable square feet
of total building area, or 37.04%, subject to adjustment if common area is
converted to building area.

         During the term hereof, Landlord shall notify Tenant of its
proportionate share due for such cost. Landlord shall have the option through
the Lease term to require Tenant's reimbursement on either a monthly,
quarterly or annual basis, at Landlord's sole discretion, to become due and
payable as additional rent within ten (10) days, if invoiced monthly or
thirty (30) days if invoiced quarterly or annually from the date of invoice.
Tenant shall pay to Landlord a monthly amount equal to fifty three dollars
and 33/100 ($53.33). This estimated amount shall cover the cost of Insurance
Expenses, which will be trued-up at the end of each calendar year.

22.      DAMAGE AND DESTRUCTION: In the event the Premises are damaged by any
peril covered by standard policies of fire and extended coverage insurance
and ISO Special Form Insurance to an extent which is less than fifty percent
(50%) of the cost of replacement of the Premises, the damage to that portion
of the Premises which Landlord is obligated to insure pursuant to the
immediately preceding Section hereof, shall promptly be repaired by Landlord,
at Landlord's expense, but in no event shall Landlord be required to repair
or replace Tenant's stock-in-trade, trade fixtures, furniture, furnishings,
special equipment and other items of construction and personal property which
Tenant is required to insure pursuant to the immediately preceding Section
hereof. In the event of such damage and (a) Landlord is not required to
repair as provided herein, or (b) the Premises are damaged to the extent of
fifty percent (50%) or more of the cost of replacement of the Premises, or
(c) the Building is damaged to the extent of fifty percent (50%) or more of
the cost of replacement, or (d) such damage is twenty-five percent (25%) or
more of the cost of replacement of the Premises and the same occurs during
the last year of the initial term or any extensions or renewal terms of this
Lease, then, in any such event(s), Landlord may elect either to repair or
rebuild the Premises or the Building of which the Premises are a part, as the
case may be, or to terminate this Lease upon giving notice of such election,
in writing, to Tenant within ninety (90) days after the happening of the
event causing such damage.

         If such damage, repairing or rebuilding shall render the Premises
untenantable, in whole or in part, a proportionate abatement of the rent and
additional rent stipulated herein shall be allowed from the date such damage
occurred until the date Landlord completes the repairs or rebuilding, said
proportion to be based on the degree to which Tenant's use of the Premises is
impaired. If Landlord is required or elects to repair the Premises as
provided herein, Tenant shall repair its floor and wall covering s which
Tenant is obligated to insure pursuant to the terms hereof, in a manner and
to at least a condition equal to that prior to such damage or destruction; in
addition, Tenant shall repair or replace its stock-in-trade, trade fixtures,
furniture, furnishings, special equipment and other items of construction and
personal property which tenant is required to insure pursuant to this Lease
in a manner and to a condition Tenant deems appropriate and adequate for the
conduct of its business within the Premises. In addition, Tenant is hereby
given the sole option to terminate this Lease in the event the repairing or
rebuilding to be effected by Landlord and required hereunder cannot be
completed within one hundred twenty (120) days from the date of the
occurrence of the damage and destruction.

23.      LIABILITIES OF THE PARTIES: Landlord and Tenant waive all claims
against the other for damages to goods or for injuries to persons on or about
the Premises or common areas from any cause arising at any time other than
damages or injuries directly resulting from either party's negligence or
willful misconduct. The Landlord and Tenant will indemnify the other on
account of any damage or injury to any persons, or to the goods of any
person, arising from the use of the Premises by the other party, or arising
from the failure of the other party to keep the Premises in good condition as
provided herein, in either case except to the extent caused by Landlord's or
Tenant's negligence or willful misconduct. The Landlord and Tenant shall not
be liable to the other party for any damage by or from any act or negligence
of any unaffiliated occupant of the same Building, or by any unaffiliated
owner or occupant of adjoining or contiguous property.

         The Tenant agrees to pay for all damages to the Building, as well as
all damage or injuries suffered by Tenant or occupants thereof, caused by
misuse or neglect of the Premises by the Tenant in violation of the terms of
this Lease.

         Landlord is specifically not responsible under any circumstance for
any damage to any computer, computer component, or computer peripheral,
hardware or software damaged by any interruption, usage or variation for
whatever reason in the electrical distribution system in the building, except
to the extent caused by Landlord's negligence or willful misconduct.

         Notwithstanding any other term or provision herein contained, it is
specifically understood and agreed that there shall be no personal liability
of Landlord (nor Landlord's agent, if any) in respect to any of the
covenants, conditions or provisions of this Lease. In the event of a breach
or default by Landlord of any of its obligations under this Lease, Tenant
shall look solely to the equity of the Landlord in the property for the
satisfaction of Tenant's remedies.

24.      PARKING: The Landlord warrants that it will, without charge and
throughout the term of this Lease and any extensions or renewals thereof,
provide the Tenant with no fewer than one and one-half (1.5) per one thousand
(1,000) square feet leased of unreserved parking spaces on the property
around the demised Premises which complies with applicable city or county
code. Tenant agrees to comply with the parking rules contained in the Parking
Rules and Regulations attached hereto as Exhibit "E" together with all
reasonable modifications and additions thereto which Landlord may from time
to time make.

25.      SIGNS: Landlord hereby agrees to allow Tenant to have a lighted or
spot-lighted sign, as long as such sign complies with standard building
finishes. Said sign shall be at the sole expense of the Tenant. See Exhibit
"F".

26.      UTILITIES: Landlord will provide utility service connections to the
Premises, including electrical service, natural gas (where available), water
and sewer. The Tenant shall pay directly for the use of (a) natural gas or
other fuels used to heat the Premises, (b) 120/208V electricity for heating
air conditioning and the lighting throughout the Premises used for operation
of Tenant's business. Tenant shall keep the Premises at a temperature
sufficiently high to prevent freezing of water in sprinkler system, pipes,
and fixtures.

         Tenant will be responsible for the payment of charges for the use of
water and sewer, proportionate to its share of the total rentable square
footage of the Building, or 37.04%, subject to adjustment if common area is
converted to building area. Landlord warrants that in the event that
excessive use by any Tenant is discovered, Landlord agrees to meter the
Tenant in question.

27.      HEAT, VENTILATION, AND CLIMATE CONTROL COMFORT: Landlord has
installed HVAC equipment to provide adequate comfort for normal user load
requirements. If determined before or during Tenant's occupancy that the
Tenant's use of high heat output equipment or other intensive uses (i.e.:
computer rooms, telephone rooms or work stations at greater density than five
persons per 1,000 square feet), requires additional cooling equipment,
Landlord will install necessary additional HVAC equipment at Tenant's sole
expense.

28.      PLATE GLASS BREAKAGE: Notwithstanding anything herein to the
contrary, except by negligence of Landlord, Tenant shall be solely
responsible for repair and replacement in the event of plate glass damage or
breakage.

29.      GARBAGE REMOVAL: Tenant will be responsible for providing a
container for garbage and arrange for its systematic pickup.

30.      JANITORIAL SERVICES: Tenant shall provide janitorial services and
supplies to the Premises, at its own expense.

31.      FIRE EXTINGUISHERS: Tenant covenants during the Term and such
further time as Tenant occupies any part of the Premises to keep the Premises
equipped with all safety appliances, including but not limited to an
operating fire extinguisher, required by law or ordinance or any other
regulation of any public or private authority having jurisdiction over the
Premises (including insurance underwriters or rating bureaus) because of any
use made by Tenant and to procure all licenses and permits so required
because of such use and, if required by Landlord, to do any work so required
because of such use, it being understood that the foregoing provisions shall
not be construed to broaden in any way Tenant's permitted uses.

32.      EXTERMINATION: The Tenant shall, at its sole cost and expense, on a
reasonably frequent basis, employ professional exterminators to control pests
within the Premises and supply Landlord with a copy of the contract therefor.

33.      STORING OF FLAMMABLE MATERIALS: The Tenant agrees that it shall not
store nor shall it use any dangerous and/or flammable chemical material(s)
within or around the Premises in a manner which violates any law or which may
cause the costs incurred by Landlord with respect to taxes and insurance
regarding the Premises to increase in which case Tenant shall bear the cost
of any such increase.

34.      REPLACEMENT OF LIGHT BULBS: Tenant shall, at its sole cost and
expense, replace all light bulbs within the Premises.

35.      KITCHEN APPLIANCES AND EQUIPMENT: In the event of installation of a
kitchen or kitchen equipment by either Landlord or Tenant, such maintenance
and repair of all items contained within the area shall be at the sole cost
and expense of Tenant, to include but not limited to: maintenance, repair and
replacement of a microwave oven, refrigerator, stove, ice maker, coffee
maker, garbage disposal, dishwasher, sink, faucet or any other item within
the area. Tenant hereby acknowledges to Landlord that any fixtures described
herein are NOT to become a part of the Premises.

36.      REMOVAL OF TENANT'S FIXTURES: Notwithstanding any other provision
hereof, the Tenant shall have the privilege at any time, on or before
vacating the Premises, of removing any or all of its personal property,
equipment and fixtures, and Tenant shall repair any damage caused by the
removal thereof and shall leave the Premises in good and clean condition and
repair.

37.      DEFAULT BY TENANT: In the event Tenant shall fail to pay the monthly
rental rate by ten (10) days after the due date; or if Tenant is adjudicated
a bankrupt; or if Tenant files a petition in bankruptcy under any section or
provision of the bankruptcy law; or if an involuntary petition in bankruptcy
is filed against Tenant, and same is not withdrawn or dismissed within sixty
(60) days from filing thereof, or if a receiver or trustee is appointed for
Tenant's property and the order appointing such receiver or trustee remains
in force for sixty (60) days after the entry of such order; or if, whether
voluntarily or involuntarily, Tenant takes advantage of any debtor relief
proceedings under any present or future law, reduced payment thereof
deferred; or if Tenant makes an assignment for the benefit of the creditors;
or if Tenant's effects shall be levied upon or attached under process against
Tenant, not satisfied or dissolved within sixty (60) days after written
notice from Landlord to Tenant to obtain satisfaction thereof; or if Tenant
shall abandon the Premises; or if Tenant shall fail to perform or observe any
other covenant, agreement, or condition to be performed or kept by the Tenant
under the terms and provisions of this Lease, and such failure shall continue
to thirty (30) days after written notice thereof has been given by Landlord
and received by the Tenant (or such longer period as may reasonably be
required provided Tenant diligently prosecutes such cure to completion); then
in any one of such events, Landlord shall have the right, at the option of
the Landlord, then or at any time thereafter while such defaults continue, to
elect either: (1) to cure such default or defaults at the expense of Tenant
and without prejudice to any other remedies which it might otherwise have,
any payment made or expenses incurred by Landlord in curing such default
shall bear interest thereon at 18% per annum, or at such maximum legal rate
as permitted by North Carolina law, whichever shall be lower, to be and
become additional rent to be paid by Tenant with the next installment of rent
falling due thereafter; or (2) to re-enter the Premises and dispossess Tenant
and anyone claiming under Tenant, with or without an order of the court, and
remove their effects, and take complete possession of the Premises and then
elect to take any one or (to the extent not inconsistent) more of the
following actions: (i) declare this Lease forfeited and the term ended; or
(ii) elect to continue this Lease in full force and effect, but with the
right at any time thereafter to declare this Lease forfeited and the term
ended; or (iii) declare Tenant's right to possession of the Premises to be
terminated; or (iv) exercise any other remedies or maintain any action
permitted to landlords pursuant to the laws of the State of North Carolina,
or any other applicable law. In such re-entry the Landlord may, without
committing trespass, have all persons and Tenant's personal property removed
from the Premises. Tenant hereby covenants in such event for itself and all
others occupying the Premises under Tenant; to peacefully yield up and
surrender the Premises to the Landlord. Should Landlord declare either (i)
this Lease forfeited and the term ended; (ii) the termination of Tenant's
right to possession of the Premises; then in any one such events, Landlord
shall be entitled to recover from Tenant the rental and all other sums due
and owing by Tenant to the date of termination, plus the costs of curing all
of Tenant's defaults existing at or prior to the date of termination, plus
rental for the balance of the term under this Lease less any rental obtained
by Landlord on another Lease for the balance of the term remaining under this
Lease. Should Landlord, following default as aforesaid, elect to continue
this Lease in full force, Landlord shall use its best efforts to rent the
Premises by private negotiations, with or without advertising, and on the
best terms available for the remainder of the term hereof, or for such longer
or shorter period as Landlord shall deem advisable. Tenant shall remain
liable for payment of all rentals and other charges and costs imposed on
Tenant herein, in the amounts, at the times and upon the conditions as herein
provided, but Landlord shall credit against such liability of the Tenant all
amounts received by Landlord from such re-letting after first reimbursing
itself for all costs incurred in curing Tenant's defaults and re-entering,
preparing and refinishing the Premises for re-letting, and the Premises, and
for the payment of any reasonable procurement fee and reasonable commission
paid to obtain another tenant, and for all reasonable attorney fees and legal
costs incurred by Landlord.

38.      RE-ENTRY BY LANDLORD: No re-entry by Landlord or any action brought
by Landlord to oust Tenant from the premises shall operate to terminate this
Lease unless Landlord shall give written notice of termination to Tenant, in
which event Tenant's liability shall be as above provided. No right or remedy
granted to Landlord herein is intended to be exclusive of any other right or
remedy, and each and every right and remedy herein provided shall be
cumulative and in addition to any other right or remedy hereunder or now or
hereafter existing in law or equity or by statute. In the event of
termination of this Lease, Tenant waives any and all rights to redeem the
Premises either given by any statute now in effect or hereafter enacted.

39.      WAIVER OF RIGHTS: No waiver by Landlord of any provision hereof
shall be deemed to be a waiver of any other provision hereof or of any
subsequent breach by Tenant of the same or any other provision. Landlord's
consent to or approval of any act shall not be deemed to render unnecessary
the obtaining of Landlord's consent to or approval of any subsequent act by
Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of
any preceding breach by Tenant of any provision hereof other than the failure
of Tenant to pay the particular rent as accepted regardless of Landlord's
knowledge of said preceding breach at the time of acceptance of such rent.

40.      SECURITY DEPOSIT: Tenant shall deposit with Landlord the sum of ten
thousand five hundred eighty six dollars and 67/100 ($10,586.67), to be held
by Landlord as security for Tenant's satisfactory performance of the terms,
covenants and conditions of this Lease including the payment of Basic Rent
(either pro-rated or entire month) and Late Payment of Rent Charges (as
specified in Section 6 herein). A sum of five thousand two hundred ninety
three dollars and 33/100 (5,293.33) will be returned to Tenant after Year Two
(2) of this Lease, and Landlord shall retain the balance of five thousand two
hundred ninety three dollars and 34/100 ($5,293.34) to be held as Security
Deposit for the remainder of the term of this Lease.

         (a) Application of Security Deposit. Landlord may use, apply or
retain the whole or any part of the security so deposited to the extent
required for payment of any Basic Rent (pro-rated or entire month),
Additional Rent or Late Payment of Rent Charges or any other sum as to which
Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any of the
terms, covenants and conditions of this Lease including any damages or
deficiency in the re-letting of the demised premises or other reentry by
Landlord.

         (b) Replenishment of Security Deposit. If Landlord uses, applies or
retains the whole or any part of the security, Tenant shall replenish the
security to its sum of five thousand two hundred ninety three dollars and
34/100 ($5,293.34) within five (5) days after being notified by the Landlord
of the amount due. Tenant shall be in default of this Lease if the amount due
is not paid within the required period of time.

         (c) Transfer of Property. In the event of a sale or leasing of the
Real Property or any part thereof, of which the demised premises form a part,
Landlord shall have the right to transfer the security to the vendee or
lessees and Landlord shall ipso facto be released by Tenant from all
liability for the return of said security; and Tenant agrees to look solely
to the new Landlord for the return of said security (provided such new
Landlord has, at the time of transfer, a liquid net worth equal to or greater
than Landlord's); and it is agreed that the provisions hereof shall apply to
every transfer of assignment made of the security to a new landlord.

         (d) Prohibition on Tenant Assignment. Tenant covenants that it shall
not assign or encumber the security deposit given to Landlord pursuant to
this Lease. Neither Landlord, its successors or assigns shall be bound by any
such assignment of encumbrance or any attempted assignment or encumbrance by
Tenant of the security deposit.

         (e) When Returned. In the event that Tenant shall fully and
faithfully comply with all the terms, covenants and conditions of this Lease,
any part of the security not used or retained by Landlord shall be returned
to Tenant after the Expiration Date of the Lease and inspection and approval
of the Premises by Landlord, normal wear and tear excepted and after delivery
of exclusive possession of the demised premises to Landlord.

41.      NOTICES: All notices provided for herein shall be in writing and
shall be deemed to have been given when received after being deposited in the
United States mails, postage fully prepaid, and directed to the parties
hereto at their respective addresses given below:

<TABLE>

         <S>               <C>                       <C>
         Landlord:         Notices only:             HIGHWOODS REALTY LIMITED PARTNERSHIP
                                                     380 Knollwood Street, Suite 430
                                                     Winston-Salem, North Carolina  27103

         Landlord:         Payments only:            HIGHWOODS REALTY LIMITED PARTNERSHIP
                                                     P.O. Box 65195
                                                     Charlotte, North Carolina  28265-0195

         Tenant:                                     BIRTHDAY EXPRESS.COM, INC.
                                                     488 Gallimore Dairy Road, Suite D
                                                     Greensboro, North Carolina 27409

         Notices:                                    11220 120th Avenue, N.E.
                                                     Kirkland, Washington 98033
                                                     Attn:  Mike Jewell, President

         With a Copy To:                             Cooley Godward, L.L.P.
                                                     5200 Carillon Point
                                                     Kirkland, WA 98033-7356
                                                     Attn:  Kevin Austin

</TABLE>

         Either party may, in addition, deliver written notice by hand
delivery or Federal Express. Further, the parties hereto may give or receive
notice by or from their respective attorneys and may, by like notice,
designate a new address to which subsequent notice shall be directed.

42.      COMPLIANCE WITH LAWS: In addition to other provisions herein, Tenant
shall promptly execute and comply with all laws, ordinances, rules,
regulations and requirements of any or all federal, state and municipal
authorities having jurisdiction over the manner in which the Tenant's
business is conducted, but only insofar as these laws, ordinances, rules and
regulations and requirements are violated by the conduct of Tenant's business.

43.      RULES AND REGULATIONS: Tenant, its agents, servants and invitees
shall observe faithfully and comply with the rules and regulations set forth
on the schedule designated BUILDING RULES AND REGULATIONS, attached hereto as
Exhibit "C" and by this reference made a part hereof. Landlord shall have the
right, from time to time, during the term of this Lease to make reasonable
changes in, and additions to, said rules and regulations, provided such
changes and additions do not unreasonably affect the conduct of Tenant's
business in the Premises. Any failure by Landlord to enforce any said rules
and regulations now or hereafter in effect, either against Tenant or any
other tenant in the Building, shall not constitute a waiver of such rules and
regulations. The defined words in this Lease, whenever used in said rules and
regulations, shall have the same meanings as herein.

44.       HAZARDOUS WASTE: As used in this agreement, "Hazardous Waste" shall
mean any hazardous or toxic substance, material, water or similar term which
is regulated by local authorities, the State of North Carolina or the United
States of America, including, but not limited to, any material, substance,
waster or similar term which is (i) defined as a hazardous material under the
laws of the State of North Carolina; (ii) defined as a hazardous substance
under Section 311 of the Federal Water Pollution Control act (33 U.S.C.
Section 1317); (iii) defined as a hazardous waste under Section 1004 of the
Federal Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et.
sez.); (iv) defined as a hazardous waster substance under Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act, (42
U.S.C. Section 9601 et. sez.); (v) defined as a hazardous waste or toxic
substance, waste, material or similar term in rules and regulations, as
amended from time to time, which are adopted by any administrative agency
including, but not limited to, the Environmental Protection Agency, the
Occupational Safety and Health Administration, and any such similar local,
state or federal agency having jurisdiction over the Premises whether or not
such rules and regulations have the force of law; (vi) defined as a hazardous
or toxic waste, substance, material or similar term in any statute,
regulation, rule or law enacted or adopted at any time after the date of this
agreement by local authorities, the State of North Carolina, or the federal
government.

         The Tenant shall not cause or permit its invitees or employees, to
cause, the discharge from the Premises of any hazardous material, and the
Tenant shall immediately notify the Landlord of the existence of any
hazardous material discovered on the Premises, whether placed there by spill,
release, discharge, disposal or storage.

         The Tenant shall promptly pay, discharge, or remove any claim,
charge or lien upon the Premises, and shall indemnify and hold harmless the
Landlord, from any and all loss, damage or expense resulting from such
Hazardous Waste the existence of which is caused by Tenant.

         This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial, removal or restoration work required by
and federal, state or local governmental agency or political subdivision
because of hazardous material present in the soil or ground water on or under
the Premises. Without limiting the foregoing, if the presence of any
hazardous material on the Premises and Building caused by Tenant or its
invitees or employees results in the contamination of the Premises or
Building, Tenant shall promptly take all actions at its sole expense, as are
necessary to return the same to the condition existing prior to the
introduction of any such hazardous material thereto; provided that Landlord's
approval of such actions shall first be obtained, which approval shall not be
unreasonably withheld so long as such actions would not potentially have any
material adverse long-term or short-term effect on the Premises and Building.
The foregoing indemnity shall survive the expiration or earlier termination
of this Lease.

         Landlord reserves the right, at its sole expense, to inspect the
Premises from time to time, but no more than twice a year, for the existence
of Hazardous Waste. If discovered, Tenant shall be responsible for all costs
associated with the immediate clean up and/or disposal of such Hazardous
Waste, when the existence of which is caused by Tenant.

45.      SURRENDER: Thirty (30) days prior to the termination of this Lease
or any extension or renewal hereof, Tenant shall notify Landlord in writing
of the day it intends to vacate the Premises together with a forwarding
address and telephone number. The Tenant shall surrender the Premises in good
and clean condition and repair, excepting only normal wear and tear and
damage by fire or other casualty damage covered by insurance and paid to
Landlord. Tenant shall not remain in the Premises without the benefit of a
written Lease or renewal agreement executed by the parties hereto prior to
the expiration of the then existing term. No other holding over of the
Premises shall be allowed on any basis whatsoever.

         The delivery of keys or other such tender of possession of the
Premises to Landlord or to an employee of Landlord shall not operate as a
termination of this Lease or a surrender of the Premises.

         Any pro-rated rent or damages in excess of the security deposit held
by Landlord shall be invoiced by Landlord and payable by Tenant within ten
(10) days from the date of invoice, but shall still be subject to audit.

46.      HOLDOVER: In the event Tenant remains in possession of the leased
premises after the expiration of the term of this Lease, without having first
extended this Lease by written agreement with Landlord, such holding over
shall not be construed as a renewal or extension of this Lease. Such holding
over shall be deemed to have created and be construed as tenancy from month
to month, terminable on 30 days notice in writing from either party to the
other. The monthly rental to be paid shall be 150% of the monthly rental
payable during the last month of the term of this Lease. All other terms and
conditions of this Lease shall continue to be applicable for both Landlord
and Tenant.

         If Tenant fails to surrender the Premises to Landlord on expiration
of the term as required by this Section, Tenant shall hold Landlord harmless
from all damages resulting from Tenant's failure to surrender the Premises,
including without limitation, claims made by the succeeding Tenant resulting
from Tenant's failure to surrender the Premises.

47.      LIENS: If Tenant shall cause any material to be furnished to the
Premises or labor to be performed thereon or therein, Landlord shall not
under any circumstances be liable for the payment of any expenses incurred or
for the value of any work done or material furnished. All such work shall be
at Tenant's expense and Tenant shall be solely and wholly responsible to all
contractors, laborers, and materialmen furnishing labor and material to the
Premises. Nothing herein shall authorize the Tenant or any person dealing
through, with or under Tenant to charge the Premises or any interest of the
Landlord therein or this Lease with any mechanic's liens or other liens or
encumbrances whatsoever. On the contrary, (and notice is hereby given) the
right and power to charge any lien or encumbrance of any kind against the
Landlord or its estate is hereby expressly denied.

48.      BENEFITS, BURDENS AND ENTIRE AGREEMENT: This Lease is binding on and
benefits the parties hereto and their respective heirs, legal
representatives, successors, nominees and assigns. Throughout this agreement
the masculine gender shall be deemed to include the feminine, the feminine
the masculine, the singular the plural and the plural the singular.

         This Lease, and all exhibits, contains the entire agreement between
the parties hereto with respect to the Premises leased hereunder; further,
this Lease may not be modified, altered or amended except by an instrument in
writing, executed by the parties hereto or their respective heirs, legal
representatives, successors, nominees or assigns and which instrument shall
be attached hereto as an amendment to this Lease and shall thereby become a
part hereof.

49.      ATTORNEY'S FEES: If either Landlord or Tenant files an action to
enforce any agreement contained in this Lease, or for breach of any covenant
or condition, the prevailing party in any such action, or the party settling
to its benefit, shall be reimbursed by the other party for reasonable
attorneys' fees in the action.

50.      GOVERNING LAW: This Lease shall be governed by and construed under
the laws of the State of North Carolina.

51.      ESTOPPEL CERTIFICATES: Tenant shall execute and deliver to Landlord,
upon its occupancy of the Premises, a certificate/statement provided by
Landlord, certifying that this Lease is unmodified and in full force and
effect and other factual data relating to the Lease or the Premises which
Landlord may reasonably request. Furthermore, either party may be required,
from time to time during the term of the Lease, to execute and deliver to the
other party a certificate/statement for purposes of refinancing, syndication,
sale of property, etc. In such event, such party shall have ten (10) days
from its receipt thereof from Landlord to execute and deliver such fully
executed certificate/statement to the other party. A party's failure to
execute said certificate shall constitute a default hereunder.

53.      CHRONIC DEFAULTS: Tenant will be in "Chronic Default" under this
Lease if Tenant commits a default (either a Monetary or Non-Monetary Default)
during any 365-day period in which any of the following combinations of
default has already occurred:

         (1)  Two Monetary Defaults; or

         (2)  Three Non-Monetary Defaults; or

         (3)  One Monetary Default and two Non-Monetary Defaults

         (a) Remedies. If Tenant is in Chronic Default, Landlord may
immediately exercise any or all remedies available under this Lease or at law
or in equity, all without giving Tenant any notice or an opportunity to cure
the last default causing Tenant's Chronic Default (notwithstanding any notice
and cure provision or other lease provision to the contrary).

         (b) Definitions. For the purpose of this Section, (1) a Monetary
Default occurs if Tenant fails to pay any sum of money when due (including,
but not limited to, Base Rent, Additional Rent, Percentage Rent, Escalation
Rent, Common Area Maintenance Charges, Utility Charges, Pass-thru Expenses,
or other Rent); (2) a Non-Monetary Default occurs if Tenant fails to perform
any of its obligations under this Lease other than the timely payment of
money.

54.      EVIDENCE OF AUTHORITY: If requested by Landlord, Tenant shall
furnish appropriate legal documentation evidencing the valid existence and
good standing of Tenant and the authority of any parties signing this Lease
to act for Tenant. If Tenant signs as a corporation, each of the persons
executing this Lease on behalf of Tenant does hereby covenant and warrant
that Tenant is a duly authorized and existing corporation, that Tenant has
and is qualified to do business in North Carolina, that the corporation has
full right and authority to enter into this Lease and that each of the
persons signing on behalf of the corporation is authorized to do so.

55.      LEASE REVIEW; DATE OF EXECUTION: The submission of this Lease to
Tenant for review does not constitute a reservation of or option for the
Premises, and this Lease shall become effective as a contract only upon
execution and delivery by both Landlord and Tenant. The date of execution
shall be entered on the top of the first page of this Lease by Landlord, on
the date that Landlord executes this Lease, and shall be the date on which
the last party signed the Lease, or as otherwise may be specifically agreed
by both parties. Such date, once inserted, shall be established as the final
date of ratification by all parties to this Lease, and shall be the date for
use throughout this Lease as the "date of execution" or "execution date".

56.       Option to Terminate: Provided Tenant is not in default hereunder,
Tenant shall have the option to terminate this Lease on the third anniversary
of the Commencement Date, upon a prior one hundred twenty (120) day written
notice to Landlord and a payment to Landlord of four (4) months rent and
unamortized Tenant Improvements totaling forty thousand dollars and 00/100
($40,000.00).

57.      RIGHT TO RELOCATE: Provided Tenant is not in default hereunder,
Tenant shall have the right to relocate to other available properties (i.e.,
not under lease to other tenants) owned by Highwoods, or its affiliates, at
least twenty five percent (25%) greater in size, without penalty, providing a
prior ninety (90) day written notice of its intent to relocate. The economic
terms pursuant to which the relocation space will be leased shall be subject
to mutual agreement, failing which the notice of intent to relocate will be
deemed rescinded. The other lease terms shall be substantially the same as set
forth in this Lease.

58.      FIRST RIGHT OF REFUSAL: Provided Tenant is not in default hereunder,
Tenant shall have a First Right of Refusal on all contiguous space in the
Building. Tenant shall have five (5) business days to respond in writing after
receipt from Landlord of a written notice of third party offer. Tenant's
failure to agree in writing within five (5) business days, to lease the space
on the same terms as set forth in the third party offer, shall nullify all of
Tenant's rights to that space. Tenant will retain a First Right of Refusal on
all contiguous space in the future, upon availability within the Building.

59.      OPTION TO RENEW: Provided Tenant is not in default hereunder, Tenant
shall have two (2) options to renew this Lease for a period of five (5) years
each, upon the same terms and conditions contained herein, save and except any
option to renew, and upon a rental rate equal to the Fair Market Value at the
time of the renewal. Tenant shall provide Landlord ninety (90) day prior
written notice of its intent to exercise said option.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Lease
Agreement or have caused their duly authorized representatives to execute same
in two (2) original counterparts, as of the day and year first above written.


                                        LANDLORD:
                                        HIGHWOODS REALTY LIMITED PARTNERSHIP,
                                        a North Carolina Limited Partnership
                                        By: Highwoods Properties, Inc., General
                                        Partner

Attest:


/s/ Julie K. Goco                       By: /s/ John O. Dunn III
-------------------------------            ------------------------------------
Assistant Secretary                        Vice President
(Corporate Seal)

                                        TENANT:
                                        BIRTHDAY EXPRESS.COM, INC., A Washington
                                        Corporation

Attest:


                                        By: /s/ Gary Halperin
-------------------------------            ------------------------------------
Secretary                                  CFO
(Corporate Seal)


<PAGE>

STATE OF NORTH CAROLINA    )
                           )                                    ACKNOWLEDGMENT
COUNTY OF FORSYTH          )


         I, Jennifer P. Allard, a Notary Public for the aforesaid State and
County, do hereby certify that Julie K. Goco personally came before me this
day and acknowledged to me that she/he is the Assistant Secretary of HIGHWOODS
PROPERTIES, INC., a North Carolina Corporation, and that by authority duly
given and as an act of the corporation, the foregoing instrument was signed in
its name by John O. Dunn, III, its Vice President, sealed with its corporate
seal, and attested to by Julie K. Goco, its Assistant Secretary.

         Witness my hand and official seal or stamp, this the 12 day of
November, 1999.


My Commission Expires:  12-29-03        /s/ Jennifer P. Allard
                      ------------      ---------------------------------------
                                        Notary Public



^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

STATE OF ___________________   )
                               )                                 ACKNOWLEDGMENT
COUNTY OF _________________    )


         I, Kathy J. Petree, a Notary Public for the aforesaid State and
County, do hereby certify that ______________________________________ (name of
Secretary) personally came before me this day and acknowledged to me that
she/he is the ____________ Secretary of BIRTHDAY EXPRESS.COM, INC., a
Washington Corporation, and that by authority duly given and as an act of the
corporation, the foregoing instrument was signed in its name by Gary Halperin
(name of CFO), its CFO, sealed with its corporate seal, and attested to by
__________________________________ (name of Secretary), its __________
Secretary.

         Witness my hand and official seal or stamp, this the 2nd day of
November, 1999__.


My Commission Expires:  8/3/02          /s/ Kathy J. Petree
                       --------         ---------------------------------------
                                        Notary Public


<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

BEGINNING at a point located the eight (8) following courses and distances from
an existing iron pipe at the southernmost point of the property described in a
Deed of Trust from Petula Associates, Ltd., an Iowa Corporation, and
Forsyth/Gallimore Partners, a North Carolina General Partnership to The Fidelity
Company, Trustee for Calabras of America, Inc., recorded in Book 3361, Page
1096, Guilford County Registry: South 87 degrees 19' 50" East 100.70 feet to an
iron stake; thence along the West right of way line of Gallimore Dairy Road
North 77 degrees 44' 59" East 178.33 feet to an iron stake; thence continuing
with said right of way line North 76 degrees 54' 23" East 98.07 feet to an iron
stake; continuing with said right of way line North 72 degrees 1' 26" East 96.25
feet to an iron stake; continuing with said right of way line North 63 degrees
23' 09" East 95.41 feet to an iron stake continuing with said right of way line
North 54 degrees 47' 31" East 95.83 feet to an iron stake thence leaving said
right of way line North 34 degrees 27' West 279.04 feet to a point; and North 40
degrees 5' 53" West 60.02 feet to the point and place of BEGINNING; thence from
said BEGINNING point along a counterclockwise curve to the left a chord bearing
and distance of North 54 degrees 47' 25" West 95.96 feet to a point (said curve
having a radius of 305.11 feet) thence North 63 degrees 50' 15" West 160.60 feet
to a point; thence along a clockwise curve to the right a chord bearing and
distance of North 31 degrees 44' West 172.40 feet to a point, the southeastern
corner of the property designated Tract 8 shown on a survey prepared for Forsyth
Partners, which survey is more particularly identified below (said curve having
a radius of 162.20 feet); thence with the eastern boundary line of said Tract 8
North 11 degrees 01' 42" East 60 feet to a point ; thence continuing with said
eastern boundary line North 21 degrees 41' 12" East 226.20 feet to a point, the
southwestern corner of the property designated Tract 5 on the survey identified
below; thence with the southern boundary line of said Tract 5 South 64 degrees
8' 18" East 342.66 feet to a point; thence continuing with said southern
boundary line of Tract 5 South 48 degrees 25' 49" East 83.11 feet to a point,
the northwestern corner of the property designated Tract 13 on the survey
identified below; thence with the western boundary line of said Tract 13 South
25 degrees 51' 42" West 369.86 feet to the point and place of BEGINNING,
containing 3.412 acres and being designated as Tract 12 on a survey prepared for
Forsyth Partners (Gallimore Dairy Road, Guilford County, North Carolina)
prepared by Richard T. Evans, Registered Land Surveyor, of Evans Engineering,
Inc., dated February 3, 1984, latest revision dated June 6, 1986.

TOGETHER WITH AND SUBJECT TO an access easement for the purpose of ingress and
egress to and from the above described tract over the adjoining real property
owned by the Grantor/Trustor, it being the intention of the Grantor/Trustor that
this access easement be over and upon such roadways and parking areas as may be
developed by the Grantor/Trustor on its adjoining real property; or in the event
that such roadways and parking areas are not developed, then this access
easement shall be reasonably located at such place and in such width as is
commercially reasonable for similar commercial real estate developments, it
being the intention of the Grantor/Trustor that in any event reasonable access
to public roadways is granted herewith to the above tract.



<PAGE>



                                   EXHIBIT "B"

                                   FLOOR PLAN


<PAGE>

                                   EXHIBIT "C"

                          BUILDING RULES & REGULATIONS

1.    Tenant shall not do or permit anything to be done in the Premises or in
      the Building which will in any way increase the rate payable, or violate
      any provision, in respect of any policy of fire insurance on the Building
      or Landlord's property therein; obstruct or interfere with the rights of
      other tenants, or unreasonably injure or annoy them; use the Premises as
      sleeping apartments; engage in or permit games of chance or any form of
      gambling or immoral conduct in or about the Premises; encumber or obstruct
      or deposit rubbish and similar substances in the parking and loading
      areas, sidewalks or entrance areas; bring or keep any animals, or
      flammable, combustible or explosive substances, to or in the Building;
      violate security procedures established by Landlord, or in any way create
      a nuisance.

2.    Tenant shall not use the Premises or the Building for any purpose that
      will damage the Premises or the Building, or for any purposes other than
      those specified in the Lease.

3.    Canvassing, soliciting and peddling in and about the Building are
      prohibited, and Tenant shall cooperate, without expense, to prevent such
      activities.

4.    Tenant shall not install or use in the Building any air conditioning unit,
      engine, boiler, generator, machinery, heating unit, stove, ventilator,
      radiator or any other similar apparatus which will require the use of
      electrical current or water without the prior written consent of Landlord,
      and then only as Landlord may direct.

5.    Tenant shall not use in the Building any machine, other than standard
      office machines such as computers, faxes, typewriters, calculators,
      copying machines and similar machines, without the prior written approval
      of Landlord. All office equipment and any other device of any electrical
      or mechanical nature shall be placed by Tenant in the Premises in settings
      approved by Landlord, so as to absorb or prevent any vibration, noise or
      annoyance. Tenant shall not cause improper noises, vibrations or odors
      within the Building.

6.    Tenant shall not place a load on any floor in the Premises exceeding the
      floor load limit which such floor was designed to carry, nor shall Tenant
      install, operate or maintain in the Premises any heavy item or equipment
      except in such manner as to achieve a proper distribution of weight, so
      long as Landlord notifies Tenant of such loads.

7.    Tenant shall not use scotch tape or other adhesive material for the
      purposes of hanging items on the interior walls of the Premises.

8.    Tenant shall not deposit any trash, refuse, cigarettes, or other
      substances of any kind out of the Building, except in the refuse
      containers provided therefor. In addition, if Tenant shall place or allow
      or cause to be placed in the garbage dumpsters excess trash or refuse,
      such as boxes or cartons, which would necessitate an additional pick-up
      for such garbage dumpsters, the Tenant shall be responsible for such
      additional pick-up at its sole cost and expense. Tenant shall exercise its
      best efforts to keep the sidewalks, entrances in and about the Building
      clean and free from rubbish. The outside areas immediately adjoining the
      Premises shall be kept clean and free from snow, ice, dirt and rubbish by
      Tenant, and Tenant shall not place, suffer or permit any obstruction or
      storage or display of goods in such areas.

9.    Tenant shall not use the washrooms, rest rooms and plumbing fixtures of
      the Building, and appurtenances thereto, for any other purpose than the
      purposes for which they were constructed, and Tenant shall not deposit any
      sweepings, rubbish, rags or other improper substances therein. Tenant
      shall not waste water by interfering or tampering with the faucets or
      otherwise. If Tenant or Tenant's servants, employees, agents, contractor,
      jobbers, licensees, invitees, guests or visitors cause any such damage to
      such washrooms, rest rooms, plumbing fixtures or appurtenances, such
      damage shall be repaired at Tenant's expense, and Landlord shall not be
      responsible therefor.

10.   Landlord shall have the right to prohibit any publicity, advertising or
      use of the name of the Building by Tenant which, in Landlord's reasonable
      opinion, impairs the reputation of the Building or its desirability as a
      building for offices, and upon written notice from Landlord, Tenant shall
      refrain from or discontinue any such publicity, advertising or use of the
      Building name.

11.   The sashes, sash doors, skylights, windows and doors that reflect or admit
      light or air into the leased area shall not be covered or obstructed by
      Tenant without Landlord's prior written approval. Landlord shall approve
      reasonable coverings. Tenant hereby agrees to keep the Premises at a
      temperature sufficiently high to prevent freezing of water pipes and
      fixtures.

12.   No radio or television aerial or other device shall be erected on the roof
      or exterior walls to the Premises or Building in which the Premises are
      located without first obtaining in each instance the Landlord's consent in
      writing. Any aerial or device installed without written consent shall be
      subject to removal by Landlord at Tenant's expense without notice at any
      time. No radio, phonograph or similar device shall be used in a manner so
      as to be heard or seen outside the Premises.

13.   Tenant, upon the termination of its lease, shall deliver to Landlord all
      keys to doors in the Building. In the event of the loss of any key, it
      shall be the sole responsibility and expense of Tenant to have the locks
      to the Premises re-keyed or additional locks installed.

14.   In the event Landlord provides a VIM Postal Unit, keys for such unit will
      be distributed at the time of occupancy. Landlord however, will not be
      responsible for: (a) the replacement of lost or damaged keys or issuance
      of extra keys; (b) incorrect distribution of mail; (c) delivery schedules
      of mail; or (d) mail delivery to door.

15.   Tenant shall have cleaned, at its expense, not less than semiannually, the
      carpet that has been provided by the Landlord for Tenant's use.

16.   These Rules and Regulations are in addition to, and shall not be construed
      to in any way modify or amend, in whole or in part, the agreements,
      covenants, conditions and provisions of any lease of premises in the
      Building.

<PAGE>

                                   EXHIBIT "D"

                             INSURANCE REQUIREMENTS

As referenced in Section 21 herein, an insurance certificate must be provided to
Landlord within thirty (30) days of execution of this Lease showing those
coverages specified. The following information must be incorporated on all
certificates:

1)    Tenant's specific leased property address;

2)    Thirty (30) day cancellation notice to Landlord; and

3)    Highwoods Realty Limited Partnership (Landlord) specifically named as
      Certificate Holder and Additional Insured.

<PAGE>

                                   EXHIBIT "E"

                           PARKING RULES & REGULATIONS

         Tenant shall be entitled to park in common with other tenants of
Landlord on the parking areas located adjacent to the Building(s) within
which the Premises are located. Tenant shall be entitled to one and one-half
(1.5), per one thousand (1,000) square feet leased, unreserved parking
spaces. Tenant agrees to cooperate with Landlord and other tenants in the use
of such parking facilities. Tenant agrees not to overburden such parking
facilities and agrees to cooperate with Landlord and other tenants in the use
of such parking facilities. Landlord reserves the right, in its reasonable
discretion, to determine whether parking facilities are being overburdened
and, in such event, to allocate parking spaces among Tenant and other tenants
or restrict the number of vehicles which may be parked thereon.

         Parking as used herein means the use by Tenant's employees, its
visitors, invitees and customers of those portions of the parking area
designed by Landlord for the parking of motor vehicles in connection with use
of and/or visits to the Premises. There will be no assigned parking unless
elected by the Landlord in specific instances. Tenant agrees and covenants to
park all trucks, trailers or other commercial vehicles in the parking spaces
at the rear of the Building(s) within which the Premises are located or where
otherwise designated by Landlord. No vehicle, equipment or machinery may be
repaired, serviced, cleaned, steam cleaned, lubricated, sandblasted, painted
or otherwise maintained in any parking areas, roadways or service areas
adjacent to or surrounding the Building(s) in which the Premises are located,
or anywhere within the parking area. Any vehicle belonging to Tenant, or
Tenant's employees, agents, subcontractors, contractors, licensees, invitees
or visitors abandoned (72 hours without movement constitutes abandonment) or
disabled or in a state of non-operation or disrepair shall not be permitted
anywhere in the parking area and will be considered as trespassing on same,
and subject to removal therefrom by Landlord, and all cost resulting
therefrom, including towing, and if necessary, storage charges, shall be paid
by Tenant to Landlord upon demand. Tenant hereby agrees to enforce said
restriction with respect to Tenant's own vehicles and those of Tenant's
employees, agents, visitors, contractors and subcontractors, licensees and
invitees. Should a violation of this restriction occur, the vehicle,
equipment, trailer or machinery shall be deemed abandoned or in trespass and
may be removed from the parking area and all costs thereof shall be the
obligation of the Tenant. Should the Landlord be required to pay any towing,
removal or storage charges, said expenses or obligations shall become the
debt of the identified Tenant under this Lease and shall be reimbursed to the
Landlord as additional rent when invoiced. Landlord accepts no responsibility
for theft, collision, vandalism, fire, acts of God or any other casualty of
vehicles or equipment parked or stored in the parking area or for removal
required as set forth in this paragraph while the vehicle or equipment is
under tow or otherwise stored. Notwithstanding the foregoing, Landlord shall
not be responsible to the Tenant for the nonperformance by any other tenant
to any parking rule, and Landlord shall not be required to police said
parking area or to remove vehicles or to stop any nonconforming use.

<PAGE>

                                   EXHIBIT "F"

Signage for AirPark South:

-        Overhead panels are 2' x 12', aluminum, and burgundy with white
         lettering.

-        Landlord pays for overhead panel and tenant pays for lettering, logo,
         and installation charges.

-        Lettering, logo, and installation charges of overhead panel are
         approximately $205.00.

-        Tenant name on directory signage is available for a charge of $64.00.

-        Landlord provides front door signage.