STATE OF NORTH CAROLINA
GUILFORD COUNTY
                                   LEASE



         THIS   LEASE    is   made   as  of  this  1st  day of  November,  1997,
between  GREENSTAR,  L.L.C., a Virginia limited liability company  ("Landlord"),
and THE COLONIAL GROUP ("Tenant"):

         THAT  Landlord  hereby  leases to Tenant  and Tenant  hereby  takes and
accepts the premises  ("Premises"),  consisting  of 6,567  rentable  square feet
(5,970 usable square feet) commonly known as Suite 400 and outlined in red color
on the drawing  attached  hereto and made a part hereof as Exhibit A, located in
the building ("Building") commonly known as 4411 West Market Street, Greensboro,
North Carolina,  in and shown on the plat attached hereto and made a part hereof
as Exhibit B, which  Building is located on that  certain  parcel of real estate
("Site") also  described in Exhibit B, for the term of three (3) years  ("Term")
unless sooner terminated as provided herein,  commencing on November 1, 1997 and
ending at 11:59 P.M. (local time at the Premises) October 31, 2000, with two (2)
one-year  renewal  options  which may be exercised  by Tenant by giving  written
notice  to  Landlord  sixty  (60)  days  prior  to the  expiration  of the  term
immediately  preceding  the  subject  renewal  period.  The  Premises  are to be
occupied  and  used by  Tenant  for  general  office  purposes  and for no other
purpose, subject to the terms and provisions herein set forth.

         IN CONSIDERATION THEREOF, THE PARTIES COVENANT AND AGREE:

         1.       Rent.  Tenant  shall pay as Base Rent   for the  entire  lease
term to Landlord or to such   other person or at   such  other place as Landlord
may direct in  writing,  the sum of $11.50 per  rentable  square  foot  totaling
$75,520.50  annually,  payable in equal  monthly  installments  of  $6,293.38 in
advance on or before the first day of each  calendar  month of the Term,  except
that Tenant  shall pay the first such  monthly  installment  upon the  execution
hereof subject to adjustment as hereinafter  set forth.  The Annual Base Rent is
$75,520.50.  All such rent shall be paid without  demand and without any set-off
or deduction  whatsoever.  Unpaid rent shall bear interest at the rate set forth
in Section  30(f) from ten (10) days after the date due until  paid.  Subject to
the  further  provisions  of Section  28 hereof  Tenant  agrees to deposit  with
Landlord,  upon  execution  of this Lease,  a security  deposit in the amount of
$6,293.38  for the full and  faithful  performance  by  Tenant of each and every
term, provision, covenant, and condition of this Lease.

         2.       Base Rent  Adjustment.  The Base Rent shall   be  adjusted  in
accordance  with the  provisions  of  this Section 2.  "Tenant's Proportion" for
all purposes hereof shall be 13.76%.

                  (a) Taxes.  In the event that the amount of Taxes (as  defined
below)  attributable  to any calendar year during the Term shall be greater than
the Taxes on the  Building  for the base year of 1997,  then Tenant shall pay to
Landlord,  as  additional  rent,  an amount equal to Tenant's  Proportion of the
amount by which Taxes for such  calendar year exceed the Taxes for the base year
of 1997. The amount of Taxes attributable to a calendar year shall be the amount
payable during any such calendar year, even though the assessment for such Taxes
may be for a different year. The amount to be paid as Tenant's Proportion of the
Taxes during the first and last calendar  years in which any portion of the Term
falls  shall be prorated  per diem so that  Tenant is liable  only for  Tenant's
Proportion  of so much of such Taxes as that  portion  of the Term  which  falls
within such calendar years bears to a full calendar year.

                  The term "Taxes"  hall  mean  real estate  taxes, assessments,
sewer rents,  rates and charges,  transit taxes, taxes based upon the receipt of
rent,  and any  other  federal,  state or local  governmental  charge,  general,
special,  ordinary or extraordinary (but not including income or franchise taxes
or many other taxes  imposed upon or measured by  Landlord's  income or profits,
unless  the same  shall be  imposed  in lieu of real  estate  taxes and other ad
valorem taxes), which may now or hereinafter be levied or assessed upon the Site
and/or  upon the  Building.  In case of  special  Taxes  which may be payable in
installments,  only the amount of each  installment  paid during a calendar year
shall be included in Taxes for that calendar year.

                  After receipt of the final tax bill or bills for each calendar
year during the Term,  Landlord  will furnish to Tenant a statement  showing the
following:

         (i)      Taxes for said calendar year;

         (ii)     The amount of retroactive rent adjustment for Taxes to be paid
                  promptly by Tenant to Landlord upon receipt of such  statement
                  to be  credited to Tenant for said calendar year;

         (iii)    The  amount of  additional  rent to be paid on  account of the
                  rent  adjustment  for  Taxes  (based  on  the  last  tax  bill
                  received) to be paid during the then current calendar year and
                  thereafter until receipt of a new statement  containing a rent
                  adjustment for Taxes;

                  The  amount of  additional  rent to be paid on  account of the
rent  adjustment for Taxes to be paid during the then current  calendar year and
thereafter shall be paid in equal monthly  installments on the first day of each
calendar month during said period in the same manner as provided for Base Rent.

                  (b)  Consumer  Price  Index.  In the  event  that  the CPI (as
defined  below) for any calendar  year during the Term shall be greater than the
CPI for  the  preceding  calendar  year  then  Tenant  shall  pay  Landlord,  as
additional  rent,  for such  succeeding  calendar  year,  the  Annual  Base Rent
(including  all  additional  rent  to  be  paid  on  account  of  previous  rent
adjustments  for CPI)  multiplied by the percentage of increase by which the CPI
in such  succeeding  calendar  year(s)  exceeds  the CPI for the next  preceding
calendar year. The amount to be paid as Tenant's  Proportion of the CPI increase
during the first and last calendar  years in which any portion of the Term falls
shall be prorated per diem so that Tenant is liable only for Tenant's Proportion
of so much of such CPI  increase as that  portion of the Term which falls within
such calendar  years bears to a full calendar  year. The CPI adjustment for year
two (2) of the Lease Term  shall be based on a base rent of $12.00 per  rentable
square foot.

                  The term "CPI"  means the  Consumer  Price  Index - U.S.  City
Averages for All Urban Consumers - All Items (1982-84=100), of the United States
Bureau of Labor Statistics. The CPI for any calendar year shall be determined by
averaging the monthly All Items indices for that calendar year.

                  If the Bureau of Labor Statistics  revises the manner in which
such CPI is determined, Landlord may adjust the revised index to produce results
equivalent,  as nearly as possible,  to those which would have been  obtained if
the CPI had not been so revised.  If the 1982-84 average shall no longer be used
as an index of 100, such change shall constitute a revision.

                  If the CPI shall  become  unavailable  to the  public  because
publication is discontinued,  or otherwise, Landlord will substitute therefor, a
comparable index based upon changes in the cost of living or purchasing power of
the consumer dollar  published by any other  governmental  agency or, if no such
index shall be available  then a comparable  index  published by a major bank or
other financial institution.

                  Promptly after the expiration of each calendar year during the
Term, Landlord will furnish to Tenant a statement showing the following:

         (1)      The CPI for said expired calendar year;

         (ii)     The CPI for the calendar year preceding said  expired calendar
                  year;

         (iii)    The  amount  of rent  adjustment for CPI  then due and payable
                  to Landlord or to  be  credited to Tenant   for   said expired
                  calendar year;

         (iv)     The  amount of  additional  rent to be paid on account of  the
                  rent  adjustment for CPI (based on the CPI for the   preceding
                  calendar year)   to be paid during the   then current calendar
                  year and thereafter until receipt of  new statement containing
                  a rent adjustment for CPI.

                  The  additional  rent  to be  paid  on  account  of  the  rent
adjustment  for CPI to be  paid  during  the  then  current  calendar  year  and
thereafter shall be paid in equal monthly  installments on the first day of each
calendar  month during said period in the same manner as provided for Base Rent.
Notwithstanding  anything  contained herein,  Tenant shall not be liable for any
rent  adjustment  for CPI in excess of four percent (4%) during each year of the
Term hereof.

                  (c)  Examination  of  Books,  Prorations,  Part  Payments  and
Penalties. Tenant or its representative at Tenant's expense shall have the right
to  examine  Landlord's  books  and  records  with  respect  to the items in the
foregoing  statement of Expenses and Taxes during normal  business  hours at any
time within ten (10) days  following the furnishing by Landlord to Tenant of any
such  statement.  Unless Tenant shall take written  exception to any item within
thirty  (30)  days  after  the  furnishing  of the  foregoing  statements,  such
statement shall be considered as final and accepted by Tenant. Any amount due to
Landlord as shown on any such  statement,  whether or not written  exception  is
taken thereto, nonetheless shall be paid by Tenant within thirty (30) days after
Landlord shall have submitted the statement,  provided however that in the event
such examination determines to the reasonable satisfaction of Landlord, based on
generally accepted  accounting  principles that such Expenses,  Taxes and/or CPI
were overstated,  Landlord shall promptly  reimburse Tenant for any over-payment
and Tenant's rent adjustment shall be re-adjusted to reflect the correct amount.

                  If the Term  commences  on any day other than the first day of
January, or if the Term ends on any day other than the last day of December, any
payment  due to Landlord  by reason of any  increase  in Taxes,  Expenses or CPI
shall be prorated,  and Tenant shall pay any amount due to Landlord  within (30)
days after being billed therefore. This covenant shall survive the expiration or
termination of the Lease.

                  No payment by Tenant or receipt by Landlord of a lesser amount
than the monthly  installments of Base Rent (including rent adjustments)  and/or
additional rents and/or any other monies payable hereunder shall be deemed to be
other than on account of the  earliest  of such due and payable  hereunder;  nor
shall any notice or statement of  conditions  accompanying  any check or payment
due hereunder be deemed an accord and  satisfaction  and Landlord may accept any
such payment without prejudice to Landlord's right to recover the balance of all
amounts due and owing  hereunder or to pursue any other  remedy  provided for in
this Lease and/or at law or in equity.

                  Notwithstanding any of the other rights of landlord hereunder,
in the event any rent,  additional rent or other monies payable hereunder remain
unpaid ten (10) days after the date the same was due and  payable  Landlord,  at
its option,  may make a service charge in the amount of five percent (5%) of any
such delinquent  payments or twenty-five  dollars ($25.00) whichever is greater.
Such service charge shall be paid promptly on demand.

         3.       Services.  Landlord covenants and agrees that it will furnish:

                  (a)  heat and/or air  conditioning  to maintain  the  Premises
at a  reasonably  comfortable temperature;

                  (b)  during the times  specified  in  subparagraph  (a) above,
electricity  for  lighting   purposes  and  the  operation  of  ordinary  office
appliances and one standard reproduction machine, excluding, however, computers,
additional reproduction machines, and all other equipment requiring heavier than
the normal office use of electricity;

                  (c)  water for domestic  purposes only  (not process use)   in
keeping with the  permitted  uses of the Premises;

                  (d)  elevator service;

                  (e)  janitor and cleaning  services  Monday through  Friday of
each  week,  except  holidays  recognized  by  the  U.S.  Government,  it  being
understood and agreed, however, that Landlord shall not be liable in any way for
any damage or  inconvenience  caused by the  cessation or  interruption  of such
heating, air conditioning, electricity, elevator, or janitor or cleaning service
occasioned  by  fire,  accident,  strikes,  break-down,  necessary  maintenance,
alterations, or repairs, replacements, conduct of other tenants, requirements of
a public  authority or causes beyond  Landlord's  control.  Landlord's  cleaning
service shall include emptying of normal office trashcans and disposing of their
contents.  Tenant  shall  dispose  of all  other  refuse,  boxes,  cans,  books,
abandoned furniture and all other large, unusual or heavy items at Tenant's sole
cost and expense and shall not permit the  accumulation  thereof in the Premises
or  elsewhere  in the  Building or Site.  It is  understood  that  employees  of
Landlord are  prohibited  as such from  receiving  any packages  other  articles
delivered to the Building for Tenant and that should any such  employee  receive
any such packages or articles he or she in doing so shall be the agent of Tenant
and not of Landlord;

                  (f) in  the  event  that  Tenant  desires  to  utilize  any of
Landlord's  services  specified  in this Section 3 beyond the hours of permitted
use,  Tenant  shall,  prior to such use,  request  permission  from Landlord and
obtain, in writing,  signed by Landlord and Tenant, an agreement  specifying the
charge  for  such  use to be paid by  Tenant  to  Landlord  and the time of such
payment.  In the event that Tenant  makes any such use without  such request and
mutual agreement, then, and in such event, Tenant covenants and agrees to pay to
Landlord for such use an amount reasonably determined by Landlord,  upon demand;
and

                  (g) for computers and all other  equipment  requiring  heavier
than the normal office use of  electricity,  Tenant shall  separately  meter (or
submeter,  if approved by Landlord in writing),  at its expense, the electricity
serving such  equipment  and shall pay,  upon demand,  all costs to Landlord for
such  utility  consumption,  or,  in the  alternative,  Tenant  shall,  prior to
utilizing  any such  equipment,  enter into a written  agreement  with  Landlord
specifying the charge for such use to be paid by Tenant to Landlord, the time of
such payment and the method of determining  increases from time to time as rates
change or such use by Tenant is changed. In the event that Tenant makes any such
use without such request and mutual agreement,  then, and in such event,  Tenant
covenants  and agrees to pay to  Landlord  for such in an amount  determined  by
Landlord's selected engineer,  upon demand.  Tenant shall be responsible for all
repairs, maintenance, replacements and service to all equipment serving Tenant's
computers  and  other  special  equipment  including  without  limitation,  HVAC
equipment. Tenant covenants to pay for its electrical consumption referred to in
this  subsection  (f), in a timely  fashion,  which  covenant  shall survive the
expiration or earlier termination of this Lease as hereinafter provided.

         4.       Condition of Premises.  Tenant's  taking  possession   of  the
Premises  shall be   conclusive  evidence  as against Tenant that   the Premises
were in good order and satisfactory condition when Tenant took possession,  that
for Landlord shall renovate  elevator lobby area with finishes  consistent  with
the second and third  floor lobby  areas.  Landlord  agrees to  construct a fire
corridor  as shown on the  attached  plan,  and further  shall  finish all walls
created by said hallway with appropriate finishes.  The existing conference room
will be repaired and finished as needed. Tenant accepts all other areas "as is."
Landlord  warrants that the roof is in good condition.  Landlord agrees to clean
all carpets, and repair electrical outlets and lights in the Premises as needed.

         5.       Failure to Give  Possession.  If  Landlord  shall be unable to
     give possession of the Premises on the date of the commencement of the term
hereof by reason of any of the  following:  (i) labor disputes  and/or  material
shortages  (ii) Force Majeure or Acts of God (iii) the hold over or retention of
possession of any tenant,  tenants, or occupants;  or (iv) for any other reason,
beyond  Landlord's  reasonable  control,  Landlord  shall not be  subject to any
liability  for  the  failure  to  give  possession  on  said  date.  Under  such
circumstances  the rent  reserved  and  covenanted  to be paid herein  shall not
commence  until the Premises are available for occupancy by Tenant,  and no such
failure to give  possession on the date of commencement of the term hereof shall
affect the validity of this Lease or the obligation of Tenant hereunder.  At the
option of  Landlord  to be  exercised  within  thirty  (30) days of the  delayed
delivery of  possession  to Tenant,  the Lease shall be amended so that the term
shall be extended by the period of time  possession is delayed.  If the Premises
are ready for occupancy prior to the date of the commencement of the term hereof
and Tenant occupies the Premises prior to said date, Tenant shall pay rental for
the period of occupancy prior to the date of the commencement of the term hereof
at a rate  proportional to the rent reserved  herein.  The Premises shall not be
deemed to be unready  for  Tenant's  occupancy  or  incomplete  if only minor or
insubstantial  details of  construction,  decoration  or  mechanical  adjustment
remain to be done in the  Premises or any part  thereof,  or if the delay in the
availability  of the  Premises  for  occupancy  shall  be due to  special  work,
changes,  alterations  or additions  required or made by Tenant in the layout or
finish of the  Premises  or any part  thereof  or shall be caused in whole or in
part by  Tenant  through  the delay of Tenant  in  submitting  plans,  supplying
information, approving plans, specifications or estimates, giving authorizations
or otherwise  or shall be caused in whole or in part by delay and/or  default on
the part of Tenant and/or its subtenant or  subtenants.  Tenant shall be allowed
to install a telephone  system and computer network lines two weeks prior to the
commencement  of this  Lease.  In the event of any  dispute  as to  whether  the
Premises are ready for Tenant's occupancy,  the decision of Landlord's architect
shall be final and binding on the parties.

         6.       Use of Premises. Tenant shall occupy and   use   the  Premises
during the term   for   the  purposes  above  specified  and none other.  Tenant
will not make or permit to be made any use of the  Premises  which,  directly or
indirectly is forbidden by public law,  ordinance or governmental  regulation or
which may be  dangerous  to  persons or  property,  or which may  invalidate  or
increase the premium cost of any policy of  insurance  carried on the  Building,
the Site or  covering  their  operations.  Tenant  shall not do, or permit to be
done,  any act or thing upon the Premises the Building or the Site which will be
in conflict with fire  insurance  policies  covering the Building or the Site of
which the Premises  form a part.  Tenant,  at its sole expense shall comply with
all rules,  regulations,  or  requirements  of the local  Inspection  and Rating
Bureau,  or any other similar body,  and shall not do, or permit  anything to be
done upon said  Premises,  or bring or keep  anything  thereon in  violation  of
rules, regulations, or requirements of the Fire Department, local Inspection and
Rating  Bureau,  Fire  Insurance  Rating  Organization  or other public or quasi
public authority  having  jurisdiction and then only in such quantity and manner
of storage as not to increase the rate of property  insurance  applicable to the
Building.
         7.       Rules and  Regulations.  Tenant agrees   to abide by the rules
and regulations  attached hereto and made a part hereof as Exhibit C.

                  In  addition  to  all  other  liabilities  for  breach  of any
covenant of Section 6 or this  Section 7, Tenant  shall be liable for and pay to
Landlord  all  damages  caused by such  breach and shall also pay to Landlord as
additional rent an amount equal to any increase in insurance premium or premiums
caused by such  breach.  Any  violation  of  Section 6 or this  Section 7 may be
restrained  by  injunction.  Landlord  shall  have the right to make such  other
reasonable  rules and regulations as Landlord or its agent may from time to time
adopt on such  reasonable  notice to be given as Landlord may elect.  Nothing in
this Lease shall be construed to impose upon  Landlord any duty or obligation to
enforce  provisions  of this  Section 7 or any rules and  regulations  hereafter
adopted, or the terms, covenants or conditions of any other lease as against any
other tenant,  and Landlord  shall not be liable to Tenant for violations of the
same  by  any  other  tenant,  its  servants,  employees,  agents,  visitors  or
licensees.

         8.       Common  Areas.  Tenant  shall  have the  right  together  with
other  tenants and   occupants  and invitees to   the  non-exclusive  use of the
sidewalks,  driveways, stairways, halls, lobbies, elevators and passages, in the
Building and on the Site ("Common  Areas") for reasonable  ingress to and egress
from the Premises, and for no other purpose,  subject to the other provisions of
this Lease including,  without limitation,  the Rules and Regulations in Exhibit
C.

                  The Common  Areas and roof are not for the use of the  general
public and  Landlord  shall in all cases retain the right to control and prevent
access thereto by all persons whose presence,  in the judgment of Landlord shall
be  prejudicial  to the  safety,  character,  reputation  and  interests  of the
Building and Site and the tenants.

                  Landlord  reserves  the right to use any portion of the Common
Areas from time to time and/or to deny access to the same  temporarily  in order
to repair,  maintain or restore such  facilities  or to  construct  improvements
under, over, along,  across and upon the same and to relocate such Common Areas,
for the benefit of the Building, the Site, and other tenants.

         9.       Parking. Subject to the other provisions of this Lease, Tenant
shall   have   free  non-exclusive  use of  parking  facilities,  driveways  and
islands for Tenant, Tenant's employees,  Tenant's business invitees and Tenant's
agents.  Such areas for  non-exclusive  parking  spaces shall serve all tenants,
their employees,  business invitees and agents; however,  Landlord in no respect
guarantees  that a specified  number of spaces will in fact be  available at any
one time for Tenant.  Tenant shall,  upon written notice from  Landlord,  within
five (5) days,  furnish  Landlord,  or its  authorized  agent,  the state  motor
vehicle  license  number  assigned to each of its motor vehicles to be parked on
the  Site  and  the  motor  vehicles  of all of its  employees  employed  in the
Premises.  Tenant shall not at any time park any trucks or any delivery vehicles
in the parking areas or driveways, except as specifically designated by Landlord
from time to time, and shall confine all truck parking, loading and unloading to
times and  locations  specifically  designated  by  Landlord  from time to time.
Tenant  shall  require  all trucks  servicing  Tenant to be  promptly  loaded or
unloaded and removed from the Site. Landlord hereby reserves the exclusive right
with respect to the use of parking facilities,  roadways, sidewalks,  driveways,
islands and walkways for advertising  purposes.  Tenant  covenants and agrees to
enforce the  provisions  of this Lease against  Tenant's  employees and business
invitees. Landlord may from time to time circulate free parking stickers for the
purpose of identifying  motor vehicles of Tenant and Tenant's  employees  and/or
circulate  free  validation  tickets  for the  purpose of  identifying  Tenant's
business invitees. Landlord shall have the right, but not the obligation: (a) to
police said parking facilities,  (b) to provide parking attendants, (c) to cause
unauthorized and/or unstickered motor vehicles to be towed away at the sole risk
and  expense  of the  owner of such  motor  vehicles,  (d) to  provide  for such
exclusive use as Landlord may determine from time to time, for the exclusive use
of the  handicapped,  and/or for the exclusive  use of visitors,  (e) to use any
portion of the parking facilities from time to time and/or to deny access to the
same  temporarily in order to repair,  maintain or restore such facilities or to
construct  improvements  under,  over,  along,  across and upon the same for the
benefit of the Site and to grant  easements  therein to public and quasi  public
authorities  and (f) to adopt and modify from time to time Rules and Regulations
for parking and vehicular ingress,  egress, speed, no parking, no standing,  and
for times and places for move-in, move-out and deliveries.

         10.      Care and  Maintenance.  Subject to the  provisions  of Section
13,  Tenant  shall,  at   Tenant's  own  expense,   keep   the  Premises in good
condition  and shall pay for the repair of any  damages  caused by  Tenant,  its
agents, employees or invitees or the successors or assigns of any of them during
the Lease term. Tenant shall pay Landlord for overtime and for any other expense
incurred  in the event  repairs,  alterations,  decorating  or other work in the
Premises are not made during ordinary business hours at Tenant's request.

         11.      Alterations.  Tenant shall not do any painting or  decorating,
or erect  any  partitions,  make   any  alterations  in  or  additions  to   the
Premises or do any  nailing,  boring or  screwing  into the  ceilings,  walls or
floors  (hereinafter in this Section 11, the  "Alterations")  without Landlord's
prior written consent in each and every  instance.  Unless  otherwise  agreed by
Landlord  and  Tenant  in  writing,  the work on all such  Alterations  shall be
performed  either  by or under the  direction  of  Landlord,  but at the cost of
Tenant. Landlord's decision to refuse such consent shall be conclusive. However,
Tenant shall be allowed to hang  pictures and attach  shelving to walls  without
Landlord's  approval.  If Landlord  consents to such  Alterations  Tenant  shall
furnish to Landlord for approval before  commencement of the work or delivery of
any materials onto the Premises or into the Building, the following:

                  (a)      all plans and specifications;

                  (b)      names and addresses of all contractors;

                  (c)      copies of all contracts;

                  (d)      all necessary permits;

                  (e) an  indemnification  in form and  amount  satisfactory  to
Landlord and certificates of insurance from all contractors  performing labor or
furnishing  materials,  insuring  against  any and all claims,  costs,  damages,
liabilities and expenses which may arise in connection with such Alterations.

                  Whether Tenant furnishes Landlord the foregoing or not, Tenant
hereby agrees to hold Landlord, its partners if any, and their respective agents
and employees  forever  harmless from any and all  liabilities of every kind and
description  which  may  arise  out of or be  connected  in any  way  with  said
Alterations. Any mechanic's lien filed against the Premises, the Building or the
Site,  for work or materials  claimed to have been  furnished to Tenant shall be
discharged  of record by Tenant  within ten (10) days  thereafter,  at  Tenant's
expense.  Upon completing any  Alterations,  Tenant shall furnish  Landlord with
contractors'  affidavits and full and final waivers of lien and receipted  bills
covering all labor and materials expended and used. All Alterations shall comply
with all insurance  requirements  and with all ordinances and regulations of any
pertinent public  authority.  All Alterations shall be constructed in a good and
workmanlike manner and good grades of materials shall be used.

                  All Alterations,  upon the Premises,  made  by either   party,
including, without limitation, all paneling, decorations,  partitions, railings,
mezzanine floors,  carpets,  galleries,  heating,  air  conditioning,  plumbing,
electrical  machinery  and  equipment,  and the  like,  shall,  unless  Landlord
otherwise elects, which election shall be made by giving a notice in writing not
less than three (3) days prior to the  expiration or other  termination  of this
Lease,  become the property of Landlord and shall remain upon and be surrendered
with said  Premises as a part thereof at the end of the term  hereof.  Furniture
and movable trade fixtures, which are installed by Tenant at its expense, except
for those referred to above, shall remain its property and may be removed at any
time,  prior to the  termination  of the  Term  provided  Tenant  is not then in
default and further  provided Tenant promptly  repairs any damage caused by such
removal.  Any such trade fixtures which Tenant has the right to remove under the
foregoing  provisions,  or  personal  property  belonging  to  Tenant  or to any
invitee, assignee or subtenant, if not removed prior to such termination,  shall
be deemed  abandoned  and if Landlord so elects  become the property of Landlord
without any payment or offset therefor. If Landlord shall not so elect, Landlord
may remove any fixtures or property from the Premises and store them at Tenant's
sole risk and  expense  or dispose  of them in any  manner  including  the sale,
scrapping  or  destruction  thereof  and to the extent  permitted  by law Tenant
waives all claims against  Landlord  therefor.  Tenant shall repair and restore,
and save  Landlord  forever  harmless  from any and all  damage to the  Premises
caused by such removal, whether by Tenant or by Landlord.

         12.      Access to Premises.  Tenant shall permit  Landlord   to erect,
use and maintain pipes,  ducts, wiring and conduits in and through the Premises.
Landlord or  Landlord's  agents shall have the right to enter upon the Premises,
to inspect the same,  to perform  janitorial  and cleaning  services and to make
such repairs or alterations to the Premises  (hereinafter in this Section 12 the
"Cleaning or  Alterations")  or the  Building as Landlord may deem  necessary or
desirable, and Landlord shall be allowed to take all material into and upon said
Premises that may be required therefor without the same constituting an eviction
of  Tenant  in whole or in part and the  rent  reserved  shall in no wise  abate
(except as provided in Section 13) while said Cleaning or Alterations, are being
made, by reason of loss or interruption of business of Tenant, or otherwise.  If
Tenant  shall not be  personally  present  to open and permit an entry into said
Premises,  at any time,  when for any reason an entry therein shall be necessary
or permissible, to the extent permitted by law Landlord or Landlord's agents may
enter  the same by a  master  key,  or may  forcibly  enter  the  same,  without
rendering Landlord or such agents liable therefor (if during such entry Landlord
or  Landlord's  agents shall accord  reasonable  care to Tenant's  property) and
without in any manner  affecting  the  obligations  and covenants of this Lease.
Nothing herein contained,  however,  shall be deemed or construed to impose upon
Landlord any obligations,  responsibility or liability whatsoever, for the care,
supervision or repair of the Building or any part thereof,  other than as herein
provided.  Landlord  shall  also  have the  right at any time  without  the same
constituting  an actual or  constructive  eviction  and  without  incurring  any
liability to Tenant  therefor,  to change the  arrangement  and/or  locations of
entrances or passageways, doors and doorways, and corridors, elevators, toilets,
other Common Areas,  and parking  areas.  Landlord shall not be liable to Tenant
for any expense,  injury, loss or damage resulting from work done in or upon, or
the use of, any adjacent or nearby building, land, street or alley.

         13.      Untenantability.  If the  Premises  or the  Building  are made
untenantable  by fire  or  other casualty, Landlord may elect:

                  (a)      to  terminate  this  Lease as of the date of the fire
or  casualty  by  notice to Tenant within sixty (60) days after that date, or

                  (b)      proceed  with all due diligence to repair, restore or
rehabilitate  the  Building  and the Premises at  Landlord's  expense,  in which
latter event this Lease shall not terminate.

                  In the  event  the Lease is not  terminated  pursuant  to this
provision,  rent  shall  abate  on  a  per  diem  basis  during  the  period  of
untenantability.  In the event of the termination of this Lease pursuant to this
Section 13, rent shall be  apportioned  on a per diem basis and paid to the date
of the fire or other  casualty.  In the event that the  Premises  are  partially
damaged by fire or other  casualty  but are not made wholly  untenantable,  then
Landlord shall, except during the last year of the term hereof, proceed with all
due  diligence  to repair and restore the  Premises  and the rent shall abate in
proportion  to  the  untenantability  of  the  Premises  during  the  period  of
restoration.  If a portion of the  Premises are made  untenantable  as aforesaid
during  the last  year of the term  hereof,  Landlord  shall  have the  right to
terminate  this  Lease as of the date of the fire or other  casualty  by  giving
written  notice thereof to Tenant within thirty (30) days after the date of fire
or other  casualty,  in which event the rent shall be  apportioned on a per diem
basis and paid to the date of such fire or other casualty.

         14.      Insurance.  Tenant shall maintain on the Premises:

                  (a)      Commercial   General   liability  and property damage
insurance  during the entire term hereof  covering  both Tenant and  Landlord as
insureds with terms and in companies satisfactory to Landlord with limits of not
less than $500,000 for personal injury and $1,000,000  combined single limit for
both bodily injury and property damage.

                  (b)      Insurance against fire, sprinkler leakage, vandalism,
and the extended coverage perils for the full insurable value of all of Tenant's
property of every kind and character in the  Premises,  Building and on the Site
including without limitation all additions,  improvements and alterations to the
Premises  and  of  all  office  furniture,  trade  fixtures,  office  equipment,
inventory and merchandise in the Premises.

                  (c)      Broad  form  theft  insurance  insuring  all items of
Tenant's  property  and all other property located in the Premises.

                  Tenant  shall,  prior to the  commencement  of the  term,  and
during the term,  ___ days prior to the expiration of the policies of insurance,
furnish to Landlord  certificates  evidencing such coverage,  which certificates
shall state that such insurance  coverage may not be changed or canceled without
at least 30 days prior written notice to Landlord and Tenant.

                  Anything herein to the contrary notwithstanding and regardless
of the inadequacy of any insurance  coverage herein  required,  it is understood
and agreed that Landlord  except as prohibited by law,  shall not be responsible
for loss of, damage to, or  destruction  of any of Tenant's  property  under any
circumstances  whatsoever,  including Landlord's  negligence it being understood
that Tenant shall be responsible for providing  adequate  insurance to cover all
such loss, damage or destruction.

         15.      Subrogation.  The parties hereto agree to   use   their   best
efforts  to have any and all fire,  extended  coverage  or any and all  material
damage  insurance  which may be carried  pursuant to Section 14 hereof  endorsed
with the following  subrogation clause: "This insurance shall not be invalidated
should the insured  waive  prior to a loss any or all right of recovery  against
any party for loss  occurring  to the  property  described  herein".  Each party
hereto  hereby  waives all claims for recovery from the other party for any loss
or damage to any of its property  insured under valid and collectible  insurance
policies to the extent of any recovery collectible under such insurance.

         16.      Eminent  Domain.  If the Building,  or a  substantial  part of
the Premises,  shall be taken or condemned for any public or quasi-public use or
purpose,  or conveyed under threat of such condemnation,  the term of this Lease
shall end upon,  and not  before,  the date of the taking of  possession  by the
condemning authority, and without apportionment of the award. If any part of the
Building, other than the Premises or any part of the Building not constituting a
substantial part of the Premises,  or any part of this Site shall be so taken or
condemned,  or if the  grade  of any  street  or alley  adjacent  to the Site is
changed  by any public  authority  and such  taking or change of grade  makes it
necessary  or  desirable  to  substantially  remodel  or restore  the  Building,
Landlord  shall have the right to cancel  this  Lease upon not less than  ninety
(90) days' notice prior to the date of cancellation  designated in the notice or
to  relocate  Tenant   pursuant  to  Section  27  hereof.   No  money  or  other
consideration  shall  be  payable  by  Landlord  to  Tenant  for  the  right  of
cancellation,  and Tenant shall have no right to share in the condemnation award
or in any judgment for damages caused by the change of grade.

         17.      Assignment-Subletting.

                  (a)      Tenant shall not, without Landlord's prior    written
consent which shall not be unreasonably  withheld,  conditioned or delayed:  (i)
assign,  hypothecate,  mortgage,  encumber, or convey this Lease or any interest
under it; (ii) allow any transfer thereof of any lien upon Tenant's  interest by
operation of law; (iii) sublet the Premises in whole or in part. A transfer of a
controlling  interest  in Tenant  shall be deemed an  assignment  of this Lease.
Prior to any  sublease or  assignment,  Tenant  shall first  notify  Landlord in
writing of its  election  to  sublease  all or a portion of the  Premises  or to
assign this Lease or any interest  thereunder,  such notice to include a copy of
the proposed  sublease or assignment.  At anytime within fifteen (15) days after
service of said notice, Landlord shall notify Tenant that:

                           (1)     it consents to the sublease or assignment; or

                           (2)     it  refuses  to  consent to the sublease   or
assignment,  and a failure to respond  within said time period shall be deemed a
refusal; or

                           (3)     with respect to  a proposed  sublease of  the
entire Premises or an assignment of  this  Lease,  that  it   cancels  the Lease
effective  as of the  beginning  of the  proposed sublease  term o  r as of  the
effective date of such proposed  assignment; or

                           (4)     with respect to the proposed sublease of part
of the Premises  that,  effective as of the  beginning of the sublease  term, it
amends the Lease to reduce the Premises by the portion of the Premises  proposed
to be sublet and further appropriately amends the Lease because of the reduction
of the Premises.  Under no  circumstances  shall Landlord be required to pay for
any  alterations  to the Premises  and  Landlord  may require a reasonable  cash
security  deposit to cover the costs of  restoration  at the  expiration  of the
sublease.

                  (b)      The use for which the Premises may be sublet shall be
only for   lawful   office use in keeping with  the   general   character of the
Building.

                  (c)      THIS SECTION INTENTIONALLY OMITTED.

                  (d)      Tenant  agrees  to   pay  to  Landlord,   on  demand,
all   reasonable  costs incurred by Landlord in connection  with any request  by
Tenant for Landlord's consent to any assignment or subletting.

                  (e)      Any assignment or subletting shall not release Tenant
of  its  liability  under  this  Lease  or  permit  any  subsequent  assignment,
subletting  or  other  prohibited  act,  unless  specifically  provided  in such
consent.
                  (f)      Landlord  may  refuse  to  consent  to an  assignment
or subletting for any of the following  reasons (i) lack of credit worthiness of
proposed  assignee or subtenant  (regardless of Tenant's credit) (ii) a proposed
use other than that permitted hereunder (iii) previous unsatisfactory experience
with proposed assignee or subtenant (iv) proposed division of Premises into less
marketable  size (v)  defaults  of Tenant  hereunder  or (vi) less than one year
remaining on this lease term or (vii) any other reasonable basis.

         18.      Waiver of Claims and  Indemnity.  To the extent not prohibited
by law, Tenant releases Landlord,  its partners, and their respective agents and
employees  and their  successors  and assigns  from,  and waives all claims for,
damage or injury to person or property  sustained by Tenant its  successors  and
assigns  resulting from the Site, the Building or Premises or any part of any of
them or any equipment or appurtenance  becoming out of repair, or resulting from
any accident in or about the Site,  the  Building,  or the Premises or resulting
directly or indirectly  from any act or neglect of any tenant or occupant of the
Site or the Building,  or of any other person,  including  Landlord's agents and
employees.  This Section 18 shall include but not be limited to, the flooding of
basements or other  subsurface  areas,  and to damage  caused by  refrigerators,
sprinkling devices,  air-conditioning and/or electrical equipment,  water, snow,
frost,  steam,  excessive heat or cold, falling plaster,  broken glass,  sewage,
gas, odors or noise,  or the bursting or leaking of pipes or plumbing  fixtures,
and shall apply equally  whether any such damage results from the act or neglect
of Landlord or of other tenants, occupants or servants in the Building or of any
other  person,  and  whether  such  damage be caused or result from any thing or
circumstance  above mentioned or referred to, or any other thing or circumstance
whether of a like nature or of a wholly different nature. If any such damage, or
injury  whether to the  Premises  or to the  Building  or any part  thereof,  or
whether to Landlord or to other tenants in the Building, results from any act or
neglect of Tenant, its employees,  agents, invitees and customers,  Tenant shall
be liable  therefor and Landlord may, at Landlord's  option,  repair such damage
and Tenant shall, upon demand by Landlord,  reimburse Landlord forthwith for the
total cost of such repairs.  Tenant shall not be liable for any damage caused by
its act or neglect if Landlord or a tenant has  recovered the full amount of the
damage  from  insurance  and the  insurance  company  has  waived  its  right of
subrogation against Tenant.

                  Tenant agrees to indemnify and save Landlord, its partners and
their  respective  agents and  employees  harmless  against  any and all claims,
demands,  costs  and  expenses,  including  reasonable  attorney's  fees for the
defense  thereof,  arising from  Tenant's  occupancy of the Premises or from any
breach or default on the part of Tenant in the  performance  of any  covenant or
agreement  on the part of Tenant to be  performed  pursuant to the terms of this
Lease, or from any act or negligence of Tenant, its agents, servants,  employees
or  invitees,  in or about the  Premises.  In case of any  action or  proceeding
brought against  Landlord,  its partners or their respective agents or employees
by reason of any such claim,  upon notice from  Landlord,  Tenant  covenants  to
defend such action or proceeding by counsel reasonably satisfactory to Landlord.

                  Landlord agrees to indemnify and save Tenant, its partners and
their  respective  agents and  employees  harmless  against  any and all claims,
demands,  costs  and  expenses,  including  reasonable  attorney's  fees for the
defense  thereof,  arising from Landlord's  letting of the Premises to Tenant or
from any breach or default on the part of  Landlord  in the  performance  of any
covenant or agreement  on the part of Landlord to be  performed  pursuant to the
terms of this Lease,  or from any act or  negligence  of  Landlord,  its agents,
servants, employees or invitees, in or about the Premises. In case of any action
or proceeding brought against Tenant, its partners or their respective agents or
employees  by  reason of any such  claim,  upon  notice  from  Tenant,  Landlord
covenants to defend such action or proceeding by counsel reasonably satisfactory
to Tenant.

         19.      Subordination.  At  anytime  prior to or   during  the   Lease
term  Landlord may execute and deliver a mortgage or trust deed in the nature of
a mortgage  (either  hereinafter  referred to as the "Mortgage")  constituting a
lien against the Building,  the Site or any interest  therein,  and may sell and
lease back the Site. This Lease shall,  at the option of any such mortgagee,  be
subject and  subordinate at all times to the lien of any such  Mortgage.  Tenant
shall execute and deliver such further  instrument or instruments  subordinating
this  Lease to the lien of any  such  Mortgage  or  party  secured  or  proposed
mortgagee or party  proposed to be secured.  Should any Mortgage  affecting  the
Building  or the Site be  foreclosed  or if any  ground or  underlying  lease be
terminated  the  liability  of the  mortgagee,  trustee  or  purchaser  at  such
foreclosure  sale or the liability of a subsequent  owner designated as Landlord
under this Lease shall exist only so long as such trustee, mortgagee,  purchaser
or owner is the  owner of the  Building  or Site and such  liability  shall  not
continue or survive after further transfer of ownership.

         20.      Estoppel  Certificate.  Tenant agrees at   any time  and  from
time to time upon not less than 10 days prior  written  request by  Landlord  to
execute,  acknowledge and deliver to Landlord a statement in writing as attached
hereto as Exhibit D (or in any other form which  Landlord  reasonably  requests)
certifying that (a) this Lease is unmodified and in full force and effect (or if
there  have been  modifications  that the same is in full  force  and  effect as
modified and stating the  modifications),  (b) the dates to which the basic rent
and other charges have been paid in advance, if any, and (c) all of the defaults
of  Landlord  hereunder,  if any,  (and if there are no  defaults  of Landlord a
statement to that effect) it being  intended that any such  statement  delivered
pursuant to this Section 20 may be relied upon by any  prospective  purchaser of
the fee or mortgagee or assignee of any mortgage upon the fee of the Site and/or
by party interested in the Site or any part thereof.  Specifically,  Tenant upon
notice as aforesaid  from Landlord  agrees to execute and deliver to Landlord an
estoppel  certificate  in the form  attached  hereto  and made a part  hereof as
Exhibit D; or at  Landlord's  election  and upon such notice to Tenant any other
similar  document  setting  forth the  information  described  in the  preceding
paragraph and/or said Exhibit D and any other information reasonably required by
Landlord to effectuate the purpose of selling,  financing, the Site or otherwise
dealing with the same in a commercially reasonable manner.

         21.      Certain  Rights  Reserved to Landlord.  Landlord  reserves and
may exercise   the following    rights   without affecting Tenant's  obligations
hereunder:

                  (a)      to change the name or street address of the Building;

                  (b)      to  install  and  maintain  a sign or signs  on   the
interior or exterior of the Building;

                  (c)      to have access for  Landlord  and the other   tenants
of the  Building to any mail chutes   located on the Premises according to   the
rules of the United States Post Office;

                  (d)      to  designate all  sources furnishing cleaning and/or
janitorial and repair  services,  sign painting and lettering,  ice,  towels and
toilet supplies, lamps and bulbs used on the Premises;

                  (e)      to decorate,  remodel,  repair,  alter or   otherwise
prepare the Premises for reoccupancy if Tenant vacates the Premises prior to the
expiration of the term; and is in default hereunder;

                  (f)      to retain at all times pass keys to the Premises;

                  (g)      to  grant  to  anyone the  exclusive right to conduct
any   particular   business or  undertaking in the Building other than   that of
Tenant;

                  (h)      to exhibit the Premises to others during the last six
(6) months of the Term;

                  (i)      to close the Building   after regular  working  hours
and on the legal  holidays  subject,  however,  to Tenant's right to admittance,
under such  reasonable  regulations as Landlord may prescribe from time to time,
which may include by way of example but not of limitation, that persons entering
or leaving the Building  identify  themselves to a watchman by  registration  or
otherwise  and that said  persons  establish  their  right to enter or leave the
Building;

                  (j)      to approve the weight, size and location of  safes or
other heavy equipment or articles, which articles may be moved in, about, or out
of the  Building or  Premises  only at such times and in such manner as Landlord
shall   direct  and  in  all  events   however,   at  Tenant's   sole  risk  and
responsibility;
                  (k)      to   take  any   and    all    measures,    including
inspection, repairs, alterations, decorations, additions and improvements to the
Premises or to the  Building,  as may be necessary or desirable  for the safety,
protection or preservation of the Premises, the Building, the Site or Landlord's
interests,  or as may be  reasonably  necessary or desirable in the operation of
the Building.
                  Landlord  may enter upon the  Premises and may exercise any or
all of the foregoing  rights hereby  reserved  without being deemed guilty of an
eviction or  disturbance  of Tenant's use or possession and without being liable
in any  manner to Tenant  and  without  abatement  of rent or  affecting  any of
Tenant's obligations hereunder.

         22.      Holding  Over.  In the event Tenant  remains in  possession of
the Premises after the  expiration of the term of this Lease,  or any extensions
hereof without the written  consent of Landlord,  Tenant shall then be obligated
to pay double the rate of the then current Base Rent  including all  adjustments
and all other sums then payable  hereunder,  in equal  installments on the first
day of each calendar  month for so long as Landlord is kept out of possession of
the  Premises.  No such  payment,  nor the  acceptance  thereof shall in any way
constitute a waiver of the rights of Landlord to  dispossess  Tenant and recover
possession  of the  Premises  and the just and former  estate of Landlord and to
bring any action for damages suffered by Landlord on account of Tenant's failure
to vacate the Premises.

                  At the election of Landlord  expressed in a written  notice to
Tenant,  and not  otherwise,  such  retention of possession  shall  constitute a
renewal of this Lease for a term of one (1) year. The provisions of this Section
22 do not exclude  Landlord's  rights of  re-entry  or any other right  reserved
hereunder.

         23.      Landlord's   Remedies.   All rights and remedies  of  Landlord
herein enumerated shall be cumulative, and none shall exclude any other right or
remedy allowed by law or provided elsewhere in this Lease.

                  (a)      If  Tenant  defaults  in   the  payment  of rent,  if
Tenant  defaults in the prompt and full  performance of any other  provisions of
this Lease,  and Tenant does not cure the default  within 10 days after  written
demand by  Landlord  that the default be cured  (unless  the default  involves a
hazardous  condition,  which  shall  be  cured  forthwith)  or if the  leasehold
interest of Tenant be levied upon under  execution  or be attached by process of
law, or if any petition  shall be filed by or against  Tenant to declare  Tenant
bankrupt or to delay,  deduce or modify Tenant's capital structure (and if filed
against Tenant such petition shall not be dismissed within 30 days) or if Tenant
be declared insolvent according to law, or if Tenant makes an assignment for the
benefit of creditors or admits its inability to pay its debts,  or if a receiver
be appointed for any property of Tenant, or if Tenant abandons or surrenders the
Premises, then and in any such event Landlord may, if Landlord so elects but not
otherwise,  treat the occurrence of anyone or more of the foregoing  events as a
default  hereunder  and with or  without  notice of such  election,  and with or
without  any  demand  whatsoever,  either  forthwith  terminate  this  Lease and
Tenant's  rights to  possession  of the Premises or,  without  terminating  this
Lease, forthwith terminate Tenant's right to possession of the Premises.

                  (b)      Upon any  termination  of this   Lease,   whether  by
lapse  of time or  otherwise,  or upon  any  termination  of  Tenant's  right to
possession without termination of the Lease,  Tenant shall surrender  possession
and vacate the Premises immediately, and deliver possession thereof to Landlord,
and Tenant to the fullest  extent  permitted  by law thereby  grants to Landlord
full and free  license to enter into and upon the Premises in such event with or
without  process  of law  and  to  repossess  Landlord  of  the  Premises  as of
Landlord's former estate and to expel or remove Tenant and any others who may be
occupying  or be  within  the  Premises  and to  remove  any  and  all  property
therefrom,  without being deemed in any manner  guilty of trespass,  eviction or
forcible entry or detainer, and without relinquishing  Landlord's rights to rent
or any other right given to Landlord hereunder or by operation of law.

                  (c)      If  Landlord  elects  to  terminate   Tenant's  right
to possession only, without  terminating the Lease,  Landlord may, at Landlord's
option,  enter into the Premises,  remove  Tenant's signs and other evidences of
tenancy,  and take and hold  possession  thereof  as in  Subsection  (c) of this
Section 22 provided,  without such entry and possession terminating the Lease or
releasing Tenant, in whole or in part, form Tenant's  obligation to pay the rent
hereunder for the full term,  and in any such case Tenant shall pay forthwith to
Landlord,  if Landlord so elects,  a sum equal to the entire  amount of the rent
specified in Section 1 of this Lease for the residue of the stated term plus any
other sums then due  hereunder.  Upon and after  entry into  possession  without
termination of the Lease, Landlord may, but need not, relet Premises or any part
thereof for the account of Tenant to any person,  firm or corporation other than
Tenant  for  such  rent,  for  such  time and upon  such  terms as  Landlord  in
Landlord's sole discretion shall  determine,  and Landlord shall not be required
to accept any tenant offered by Tenant or to observe any  instructions  given by
Tenant  about such  reletting.  In any such  case,  Landlord  may make  repairs,
alterations  and additions in or to the Premises and  redecorate the same to the
extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand,
pay the cost thereof, together with Landlord's expenses of the reletting. If the
consideration collected by Landlord upon any such reletting for Tenant's account
is not sufficient to pay monthly the full amount of the rent and additional rent
reserved in this Lease, all other monies to be paid by Tenant, together with the
costs of repairs, alterations,  additions, redecorating and Landlord's expenses,
Tenant shall pay to Landlord the amount of each monthly deficiency upon demand.

                  (d)      Any  and all  property  which  may  be  removed  from
the  Premises by Landlord  pursuant to the  authority of the Lease or of law, to
which  Tenant  is or may be  entitled,  may be  handled,  removed  or  stored by
Landlord at risk, cost and expense of Tenant, and except strictly as required by
law Landlord shall in no event be  responsible  for the value,  preservation  or
safekeeping  thereof.  Tenant  shall pay to Landlord,  upon demand,  any and all
expenses  incurred in such removal and all storage charges against such property
so long as the  same  shall be in  Landlord's  possession  or  under  Landlord's
control.  Tenant  agrees that to the fullest  extent  permitted  by law any such
property of Tenant not retaken from  storage by Tenant  within 10 days after the
end of the term,  however  terminated,  may be  disposed  of by  Landlord in any
manner  whatsoever  including  without  limitation,  the sale,  scrapping and/or
destruction  thereof  without any further  obligation to Tenant and shall pay to
Landlord, promptly in demand the reasonable expenses of such disposal.

                  (e)      Tenant  hereby  grants to  Landlord a first lien upon
the  interest  of Tenant  under this  Lease to secure the  payment of moneys due
under this lease,  which lien may be enforced in equity;  and Landlord  shall be
entitled as a matter of right to have a receiver appointed to take possession of
the Premises and relet the same under order of court.

                  (f)      Landlord to the fullest extent permitted by law shall
have a lien for the payment of rent,  additional rent and all other monies to be
paid by Tenant to Landlord hereunder,  upon all of the goods,  wares,  chattels,
fixtures,  furniture  and other  property of Tenant  which may be in or upon the
Premises,  the Building or the Site.  Tenant hereby  specifically to the fullest
extent  permitted by law waives any and all exemptions  allowed by law, and such
lien may be  enforced  upon the  non-payment  of any  installment  of Base Rent,
additional  rent,  or other  monies due and payable  hereunder by the taking and
selling of such property, subject to at least 10 days advance written notice, or
such lien may be enforced in any other lawful manner at the option of Landlord.

                  (g)      Tenant shall pay  upon demand all  Landlord's  costs,
charges and expenses,  including the fees of counsel, agents and others retained
by Landlord, incurred in enforcing Tenant's obligations hereunder or incurred by
Landlord in any  litigation,  negotiation  or transaction in which Tenant causes
Landlord, without Landlord's fault, to become involved or concerned.

                  (h)      If  Tenant  defaults  in  the  performance  of any of
its obligations under this lease, including without limitation,  its obligations
under Section 10 hereof, then Landlord or any mortgagee or ground lessor under a
Mortgage or ground lease described in Section 19 hereof, may, but need not, cure
such  default,  and Tenant  shall pay to  Landlord or such  mortgagee  or ground
lessor,  as the case may be, the cost  thereof  forthwith  upon being billed for
same.

         24.      Default  Under Other Lease.  If the term of any  lease,  other
than this  Lease,  made by Tenant for any other space in the  Building  shall be
terminated or  terminable  after the making of this Lease because of any default
by  Tenant  under  such  other  lease,  such fact  shall  empower  Landlord,  at
Landlord's sole option, to terminate this Lease forthwith by notice to Tenant.

         25.      Surrender of Possession.  Upon   the   expiration   or   other
termination  of the term of this  Lease,  Tenant  shall  quit and  surrender  to
Landlord the Premises,  broom clean, in good order and condition,  ordinary wear
excepted,  and Tenant  shall  remove  all of its  property  except as  otherwise
provided in Section 11.

                  If Tenant  does not  remove  its  property  of every  kind and
description  from the Premises prior to the  termination  of the Lease,  however
ended,  and  Landlord  shall not have  requested  the  removal of same by Tenant
pursuant to Section 11 hereof,  Tenant at Landlord's election to be evidenced by
written  notice to Tenant within 10 days after the  termination of the Term, but
not  otherwise  shall be  conclusively  presumed  to have  conveyed  the same to
Landlord under this Lease as a bill of sale without further payment or credit by
Landlord  to Tenant and  Landlord  may remove the same and Tenant  shall pay the
cost of such removal to Landlord upon demand.

                  In the event  Landlord does not so elect to compel  conveyance
of such property, Landlord may dispose of such property in any manner whatsoever
to the fullest extent permitted by law, including, without limitation, the sale,
scrapping,  and/or destruction  thereof without further obligation to Tenant and
Tenant shall pay to Landlord,  promptly on demand,  the  reasonable  expenses of
such disposal.

                  Tenant's  obligation to observe or perform this covenant shall
survive the expiration or other termination of the term of this Lease.

         26.      Notices.  Notices shall be in writing.  The time of    mailing
shall be the time of the notice.

                  (a)      Notices  shall   be  effectively  served by  Landlord
upon Tenant by forwarding through Certified or Registered Mail, postage prepaid,
to Tenant at the Premises or by hand delivery to the Premises.

                  (b)      Notice   shall be   effectively served by Tenant upon
Landlord   when  addressed  to  Landlord  and   served   by  forwarding  through
Certified  or Registered Mail, postage prepaid, to Landlord at:

                  Greenstar, LLC
                  c/o  DSI Partners
                  Suite 200
                  Chain Bridge Road
                  McLean, VA  22101

                           and

                  Maxwell Associates, Inc.
                  P. O. Box 9905
                  Greensboro, NC  27429

                  with a copy to:

                  Marc L. Isaacson, Esq.
                  Isaacson & Isaacson
                  P. O. Box 1888
                  Greensboro, NC  27402

         27.      THIS SECTION INTENTIONALLY OMITTED.

         28.      Security  Deposit.  If Tenant  defaults  in  respect to any of
the terms, provisions,  covenants and conditions of the Lease including, but not
limited to, payment of the Base Rent and/or additional rent and any other monies
payable by Tenant hereunder, Landlord may use, apply, or retain the whole or any
part of the  security  so  deposited  for the  payment of any such rent or other
payment  in  default,  or for any  other  sum which  Landlord  may  expend or be
required to expend by reason of Tenant's default including,  without limitation,
any damages or deficiency in the reletting of the Premises, whether such damages
or deficiency  shall have occurred before or after any re-entry by Landlord.  If
any of the  security  shall be so used,  applied or  retained by Landlord at any
time or from time to time,  Tenant shall  promptly,  in each such  instance,  on
written demand therefor by Landlord,  pay to Landlord such additional sum as may
be  necessary  to restore the  security to the  original  amount  required to be
deposited.  If  Tenant  shall  fully  and  faithfully  comply  with  all  terms,
provisions,  covenants,  and  conditions  of this Lease,  the  security,  or any
balance  thereof,  shall be  returned to Tenant  promptly  after the last of the
following to occur:

                  (a)      the time fixed as the expiration of the term of  this
Lease;

                  (b)      the removal of Tenant from the Premises;

                  (c)      the surrender of the Premises by Tenant to   Landlord
in accordance with this Lease; and

                  (d)      the time  required for the rent adjustments and other
amounts due pursuant to the Lease to have been  computed by Landlord and paid by
Tenant.

                  Except  as  otherwise  required  by law,  Tenant  shall not be
entitled to any interest in the aforesaid  security.  In the absence of evidence
satisfactory  to Landlord of an  assignment or the right to receive the security
or the  remaining  balance  thereof,  Landlord  may return the  security  to the
original Tenant, regardless of one or more assignments of this Lease.

                  Tenant  hereby  agrees  not  to  look  to  any  mortgagee,  as
mortgagee,  mortgagee in possession or successor in title to the Building and/or
Site for  accountability  for any security  deposit  required by Landlord or any
successor  Landlord,  unless  such  sums have  actually  been  received  by said
mortgagee as security for Tenant's performance under this Lease.

         29.      Covenant  Against Liens.  Tenant has no authority or power  to
cause or permit any lien or encumbrance of any kind whatsoever,  whether created
by act of Tenant,  operation of law or otherwise, to attach to or be placed upon
Landlord's  title or interest in the Site,  Building,  or Premises.  Any and all
liens and encumbrances created by Tenant shall attach to Tenant's interest only.
Tenant  covenants  and agrees not to suffer or permit any lien of  mechanics  or
materialmen or others to be placed against the Site, Building, or Premises, with
respect to work or services  claimed to have been  performed  for, or  materials
claimed to have been  furnished  to Tenant or the  Premises,  and in case of any
such lien attaching,  Tenant covenants and agrees  immediately to cause it to be
released and removed of record.

         30.       Miscellaneous.

                  (a)      No  receipt of money by  Landlord  from  Tenant after
the  termination  of this Lease or after the  service of any notice or after the
commencement of any suit, or after final judgment for possession of the Premises
shall  reinstate,  continue  or extend the term of this Lease or affect any such
notice, demand or suit.

                  (b)      No waiver of any  default  by  Tenant hereunder shall
be implied  from any  omission by Landlord to take any action on account of such
default if such  default  persists or be repeated,  and no express  waiver shall
affect any default  other than the default  specified in the express  waiver and
that only for the time and to the extent therein stated.

                  (c)      The words  "Landlord"  and "Tenant"  wherever used in
the Lease shall be construed to mean plural where  necessary  and the  necessary
grammatical  changes  required to make the  provisions  hereof  apply  either to
corporations  or  individuals,  men or women,  shall in all cases be  assumed as
though in each case fully expressed.

                  (d)      Each  provision hereof shall extend to and shall bind
and inure to the  benefit of  Landlord  and Tenant and their  respective  heirs,
legal representatives, successors and assigns.

                  (e)      Submission of this  instrument for  examination  does
not constitute a reservation of or option for the Premises.  The instrument does
not become  effective as a lease or otherwise  until  executed and  delivered by
both Landlord and Tenant.

                  (f)      All amounts (unless otherwise provided herein),   and
other than the Base Rent owed by Tenant to  Landlord  hereunder  shall be deemed
additional  rent and be paid  within  thirty  (30) days  from the date  Landlord
renders  statements of account therefor.  All such amounts (including Base Rent)
shall bear interest from ten (10) days after the date due until the date paid at
the per annum rate five (5%) percent  above the lowest Prime Rate at the Nations
Bank in  effect on the date  due,  or at the  maximum  legal  rate of  interest,
allowed by law, if such maximum legal rate is applicable and lower.

                  (g)      All  Exhibits  and  Schedules  attached to this Lease
are hereby made a part of this Lease as though inserted in this Lease.

                  (h)      The  headings  of sections  are for  convenience only
and do not limit or construe  the contents of the sections.

                  (i)      If Tenant shall occupy  the Premises   prior to   the
beginning of the term of this Lease with Landlord's consent,  all the provisions
of this Lease shall be in full force and effect as soon as Tenant  occupies  the
Premises.
                  (j)      Should any  mortgage, leasehold or otherwise, require
a  modification  or   modifications  of  this  Lease,   which   modification  or
modifications  will not bring about any increase cost or expense to Tenant or in
any  other  way  substantially  change  the  rights  and  obligations  of Tenant
hereunder,  then and in such  event,  Tenant  agrees  that this  Lease may be so
modified.

                  (k)      Tenant and Landlord each represents to the other that
it has dealt directly with and only with Maxwell Associates,  Inc. as brokers in
connection  with this Lease,  and that no other broker procured this Lease or is
entitled to any commission in connection therewith and in the event either party
has so hired another broker such hiring party shall  indemnify,  defend and hold
forever harmless the other party from and against any claim by such hired broker
and from and against any and all costs directly or indirectly arising out of any
such hiring.

                  (l)       Landlord's title is and always shall be paramount to
the title of Tenant, and nothing herein contained shall empower Tenant to do any
act which can, shall or may encumber such title.


                  (m)       The laws of the State of North Carolina shall govern
the  validity,  performance  and enforcement of this Lease.

                  (n)       If any term,  covenant or  condition  of this  Lease
or the application  thereof to any person or circumstance  shall, to any extent,
be invalid or unenforceable,  the remainder of this Lease, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable,  shall not be affected thereby and
each term, covenant or condition of this Lease shall be valid and be enforced to
the fullest extent permitted by law.

                  (o)       The  obligation of Landlord  under this Lease  shall
not be binding upon Landlord named herein after the sale, conveyance, assignment
or transfer by such Landlord (or upon any  subsequent  landlord  after the sale,
conveyance,  assignment or transfer by such subsequent landlord) of its interest
in the  Building  or the Site,  as the case may be, and in the event of any such
sale,  conveyance,  assignment  or  transfer,  Landlord  shall be and  hereby is
entirely  freed and  relieved  of all  covenants  and  obligations  of  Landlord
hereunder,  and it shall be  deemed  and  construed  without  further  agreement
between the parties or their successors in interest,  or between the parties and
the  purchaser,  grantee,  assignee  or other  transferee  that such  purchaser,
grantee,  assignee or other  transferee  has assumed and agreed to carry out any
and all covenants and obligations of Landlord hereunder.

                  (p)       This Lease contains the entire  agreement   of   the
parties in regard to the premises. There are no oral agreements existing between
them,  and there shall be no oral  changes.  Neither  Landlord  nor any agent of
Landlord has made any  representations,  warranties  or promises with respect to
the  Premises,  or the Building of which the premises is a part,  or the Site on
which the Building is located, or the use of any amenities or facilities, except
as  herein  expressly  set  forth.  Any  agreement  hereinafter  made  shall  be
ineffective to change,  waive, modify,  discharge or terminate it in whole or in
part unless such  agreement  is in writing and signed by the party  against whom
enforcement  of the change,  waiver,  modification,  discharge or termination is
sought.

                  (q)       Notwithstanding  anything contained in this Lease to
the contrary:  Landlord's  obligations  hereunder shall be excused to the extent
that and  during  such time as  Landlord  is  prevented  from  discharging  such
obligations  by Acts of God,  strikes,  material  shortages  or any other reason
beyond Landlord's  control;  Tenant will not avail itself of any remedy provided
at law or in equity  until  Landlord  fails to cure any  default  on the part of
Landlord within 30 days after its receipt of written notice of such default from
Tenant;  and Landlord and Tenant agree that in no event shall Landlord be liable
to Tenant for any special, consequential or incidental damages.

                  (r)       Time is of the essence of this Lease.

         31.      Exculpation.  Neither   the  partners,   if   Landlord   is  a
partnership,  or  Members,  if Landlord is a limited  liability  company,  or if
Landlord  is a trustee of a trust,  the  beneficiaries  of such  trust,  nor the
shareholders (nor any of the partners  comprising same) directors or officers of
any of the  foregoing  (collectively,  the  "Parties")  shall be liable  for the
performance of Landlord's obligations under this Lease. Tenant shall look solely
to Landlord to enforce Landlord's  obligations  hereunder and shall not seek any
damages  against  the  rest  of the  Parties.  The  liability  of  Landlord  for
Landlord's obligations under this Lease shall not exceed and shall be limited to
the value of  Landlord's  interest in the Site and Tenant  shall not look to the
property  or  asset's  of  any of the  Parties  in  seeking  either  to  enforce
Landlord's  obligations under this Lease or to satisfy a judgment for Landlord's
failure to perform as such obligation.

         32.      Resolution.  Tenant shall contemporaneously with the execution
and delivery of this Lease,  also deliver to Landlord a copy of a resolution  of
the Board of Directors  of Tenant,  specifically  authorizing  those of Tenant's
officers  whose  names are  subscribed  hereto to enter  into  this  Lease  with
Landlord.  Such  resolution  shall make  reference to this Lease,  the Premises,
lease term and rental  reserved,  shall be duly certified to by the Secretary of
said Board of Directors and shall be appended hereto as Schedule 1.

         33.  Exhibits and  Schedules.  The  following  Exhibits and   Schedules
are attached  hereto and expressly made a part hereof:

              Exhibit A: Description of Premises
              Exhibit B: Description of Site
              Exhibit C: Rules and Regulations
              Exhibit D: Estoppel Certificate
              Schedule 1: Tenant's Resolution

         IN WITNESS WHEREOF, the parties hereto have executed this   Lease   the
 date first above written.
                                   LANDLORD:

                                   GREENSTAR, L.L.C.

                                   By:   /s/ Rajai Fomot
                                        ----------------------------------------
                                        Manager


                                   TENANT:

                                   THE COLONIAL GROUP

                                   By:  /s/ Robert W. Burke
                                       -----------------------------------------
                                       Title: President
STATE OF NORTH CAROLINA

COUNTY OF GUILFORD


         I,  Barbara J Marion,  a Notary Public  in   and  for the  county   and
state  aforesaid,  certify that Rajai Fumot,  personally came before me this day
and acknowledged that he/she is a member/manager  of Greenstar,  L.L.C., a North
Carolina limited liability company,  and that by authority duly given and as the
act of the limited liability company, the foregoing Lease was signed in its name
by ______________________, member/manager of Greenstar, L.L.C.

         Witness   my  hand   and   official   seal   this   the   1st  day  of
November, 1995.

                                             /s/ Barbara J Marion
                                           -------------------------------------
                                                  Notary Public
My Commission Expires:
       6/8/98
-----------------------



STATE OF NORTH CAROLINA

COUNTY OF GUILFORD

     I,  Paige S Brewer,  a Notary  Public  for the  above  State and County, do
hereby certify that Robert W Burke  personally  appeared  before me this day and
acknowledged  that he is  Secretary  of The  Colonial  Group,  a North  Carolina
corporation,  and that by authority duly given and as the act of the Corporation
the  foregoing  Lease was signed in its name by its  President,  sealed with its
corporate seal and attested by herself as its Secretary.

     Witness my hand and Notarial seal this the 22nd day of September, 1995.

                                             /s/ Paige S. Brewer
                                           ------------------------------------
                                                     Notary Public

My commission expires:
     11/12/2000
-----------------------


<PAGE>


                                    EXHIBIT A

                             Description of Premises


         To be attached.





                                    EXHIBIT B

                               Description of Site


         To be attached.


<PAGE>


                                    EXHIBIT C

                              RULES AND REGULATIONS

         1. Tenant will be provided  with a    suite  sign,  interior  directory
signage and  monument  signage indicative  of lease square  footage by Landlord.
All monument  signage  shall be directed by the amount of square footage;

         2. Tenant  shall not use the name  of the  Building or the Site for any
purpose other than that of business  address of Tenant,  and shall never use any
picture or  likeness  of the  Building  or the Site in any  circulars,  notices,
advertisements or correspondence without Landlord's express consent in writing.

         3. Tenant shall not obstruct,  or house for storage, or for any purpose
other than  ingress and egress,  the  sidewalks,  entrances,  passages,  courts,
corridors, vestibules, halls, elevators and stairways of the Building.

         4. No dog or other  animal or bird shall be brought or  permitted to be
in the Building or on the Site or any part thereof, with the exception of seeing
eye dogs.  Bicycles and other  vehicles are  permitted in the parking  areas and
driveways only.

         5. Tenant  shall  not make any  noise or odor in the  Building  or Site
outside the Premises which is  objectionable  to the other tenants and shall not
create or maintain a nuisance thereon, and shall not disturb, solicit or canvass
any  occupant  of the  Building,  and shall not do any act tending to injure the
reputation of the Building or the Site.

         6. Tenant shall not install any musical  instrument or equipment in the
Building or any antennas,  aerial wires or other equipment inside or outside the
Building,  without,  in each and every  instance,  prior  approval in writing by
Landlord. The use thereof, if permitted, shall be subject to control by Landlord
to the end that others shall not be disturbed or annoyed.

         7. Tenant shall not waste water    in any manner  whatsoever  including
without limitation  the tying, wedging or   otherwise   fastening  open, of  any
faucet.

         8. No  additional  locks or similar  devices  shall be  attached to any
door.  No keys for any door other than those  provided  by  Landlord (8 entrance
keys and 8 suite  keys)  shall be made.  If more  than two keys for one lock are
desired by Tenant,  Landlord may provide the same upon  payment by Tenant.  Upon
termination of this Lease or of Tenant's possession,  Tenant shall surrender all
keys of the  Premises and shall make known to Landlord  the  explanation  of all
combination locks on safes, cabinets and vaults.


         9. Tenant  shall  be  responsible  for the  locking  of doors in and to
the  Premises.  Any  damage  resulting from neglect of this clause shall be paid
by Tenant.

        10. If Tenant desires telegraphic,  telephonic, burglar  alarm or signal
service,  Landlord  will,  upon request and at no  additional  cost to Landlord,
direct  where and how  connections  and all  wiring  for such  service  shall be
introduced and run. Without such directions,  no boring, cutting or installation
of wires or cables is permitted.

        11. Shades,  draperies  or other forms of inside  window  covering  must
be of such shape,  color and material as are approved by Landlord.

        12. Tenant   shall  not  overload   any  floor or any  other  structural
component of the Building or the Site.  Safes,  furniture and all large articles
shall be brought through the Building and into the Premises at such times and in
such  manner  as  Landlord   shall   direct  and  at  Tenant's   sole  risk  and
responsibility.  Tenant shall list all furniture, equipment and similar articles
to be removed  from the  Building and the list must be approved at the Office of
the Building or by a designated person before any such articles can be removed.

        13. Unless  Landlord  gives  advance  written  consent in each and every
instance,  Tenant shall not install or operate any steam or internal  combustion
engine, boiler,  machinery,  refrigerating or heating device or air-conditioning
apparatus in or about the Premises, or carry on any mechanical business therein,
or use the Premises for housing  accommodations or lodging or sleeping purposes,
or do any cooking  therein or install or permit the  installation of any vending
machines, or use any illumination other than electric light, or use or permit to
be brought into the Building  any  inflammable  oils or fluids such as gasoline,
kerosene,  naphtha and benzene,  or any explosive or other articles hazardous to
persons or property.
<PAGE>

        14. Tenant shall not place or allow  anything to be  against or near the
glass of  partitions,  doors or windows of the Premises which would be unsightly
from the exterior of the Building, public halls or corridors.

        15. Tenant shall not install in the Premises any equipment  which uses a
extraordinary  amount of  electricity  without  the advance  written  consent of
Landlord.  Tenant shall ascertain from Landlord the maximum amount of electrical
current  which can  safely be used in the  Premises,  taking  into  account  the
capacity of the  electric  wiring in the Building and the Premises and the needs
of other tenants in the Building and shall not use more than such safe capacity.
Tenant, however, is allowed to install a dishwasher in the Premises.

        16. Tenant  may not  install  carpet  padding or carpet   by means  of a
mastic,  glue or  cement.  Such   installation shall be  by  tackless   strip or
double-faced tape only.


                                    EXHIBIT D

                           TENANT ESTOPPEL CERTIFICATE

Date:             __________________________, 199__

To:               _______________________________ ("Lender")

                  -------------------------------

From:             _______________________________ ("Tenant")

                  -------------------------------

Re:               _______________________________

                  _______________________________ (the "Property")

         The  undersigned  lessee  (Tenant")  under  that  certain  lease  dated
_________,  __, 199__ and amended  ____________,  199__ ("Lease") by and between
________________,  as lessor  ("Landlord")  covering  premises commonly known as
___________________________  (the "Leased Premises")  certifies the following as
of the date hereof:

         1. Tenant is the lessee under the  Lease demising  the Leased Premises.
The term of  the   Lease  commenced on ___________, 199__ and  will   expire  on
______________, 199__.

         2. Tenant  certifies  to Lender that:  (a) the Lease has been  properly
executed by Tenant and is presently in full force and effect  without  amendment
or modification except as noted in the first paragraph;  (b) the Leased Premises
consists of __________  rentable  square feet;  (c) the current  monthly rent is
$__________;  (d) all construction  required by the Lease to be made by Landlord
has been completed and any payments,  credits or abatements required to be given
by  Landlord to Tenant have been  given;  (e) no  installment  of rent under the
Lease  other  than  current  monthly  rent has been  paid  more than ___ days in
advance  nor are any  installments  of rent  past due by ___  days or more;  (f)
Tenant is not in arrears on any rent or other  charges  payable by Tenant  under
the Lease; (g) Tenant has accepted and is occupying the Leased Premises; (h) the
Lease has not been  assigned nor the Leased  Premises  subleased by Tenant;  (i)
Landlord is not in default under the Lease and, to the Tenants'  knowledge as of
the date  hereof;  no event has  occurred  which,  with the  giving of notice or
passage of time, or both, could result in a default by Landlord;  (j) Tenant has
no existing  defenses,  offsets,  liens,  claims or credits  against the rentals
under the Lease or against the enforcement of the Lease by Landlord;  (k) Tenant
has not been  granted any options to extend or  terminate  the term of the Lease
earlier than the date specified in paragraph 1 or any rights of first refusal on
any other space in the Property except as set forth in the Lease; (l) Tenant has
not been granted any options nor rights of first  refusal to purchase the Leased
Premises or the Property;  (m) Tenant has paid a security deposit of $__________
on which Landlord has no obligation to segregate or pay any interest; (n) Tenant
has not received notice of violation of any federal,  state, county or municipal
laws,  regulations,  ordinances,  orders or  directives  relating  to the use or
condition of the Leased Premises or the Property; and (o) no hazardous wastes or
toxic substances, as defined by all applicable federal, state or local statutes,
rules or  regulations  have been  disposed,  stored or  treated  on or about the
Leased Premises by Tenant.

         3. This  certification  is made with the  knowledge  that the Lender is
about to provide  Landlord  with  financing  which shall be secured by a Deed of
Trust,  Security  Agreement  and  Assignment  of  Rents,  Leases  and  Contracts
("Mortgage")  upon the Property.  Tenant  further  acknowledges  and agrees that
Lender,  Landlord and Lender's and Landlord's  respective successors and assigns
holding  the  Mortgage  or the  Property  at any  time  after  the  date of this
Certificate  shall have the right to rely on the  information  contained in this
Certificate.

         4. Tenant  acknowledges  that  Landlord's  interest  under the Lease is
being duly  assigned to Lender as security for Lender's loan to the Landlord and
that all rent payments under the Lease shall continue to be paid to the Landlord
in accordance with the terms of the Lease until the Tenant is notified otherwise
in writing by Lender or its successors and assigns.

         5.  Tenant  agrees  that if Lender  shall  succeed to the  interest  of
Landlord  under the Lease,  Lender,  its  successors  and assigns  shall not be:
liable for any prior act or  omission of Landlord  which is not  continuing;  or
subject to any offsets or defenses  which Tenant might have as to Landlord  with
respect to acts prior to such succession; or obligated to credit Tenant with any
rent for any rental period beyond the then current month which Tenant might have
paid Landlord; or bound by any material amendments or modifications of the Lease
such as those affecting rent, term or permitted use made without  Lender's prior
written consent,  other than exercise of rights,  options or elections contained
in the Lease; or liable for refund of all or any part of any security deposit to
Tenant held by Landlord for any purpose unless such security  deposit shall have
been actually received by Lender. In such event,  Lender's  obligations shall be
limited to the amount of the security deposit actually  received by Lender,  and
Lender shall be entitled to all rights,  privileges and benefits of Landlord set
forth in the Lease with respect thereto.

         6. Tenant agrees to give Lender a copy of any notice of default  served
on the  Landlord by  certified  mail,  return  receipt  requested,  with postage
prepaid,                     at                      __________________________,
______________________________________________.  If Landlord  fails to cure such
default within the time provided in the Lease,  Lender shall have the right, but
not the  obligation,  to cure  such  default  on behalf  of  Landlord  within 30
calendar  days after the time  provided  for in the Lease or within a reasonable
period if such default cannot be cured within that time and Lender is proceeding
with due  diligence  to cure  such  default.  In such  event  Tenant  shall  not
terminate the Lease while such remedies are being diligently  pursued by Lender.
Further,  Tenant shall not, as to Lender, require cure of any such default which
is not susceptible of cure by Lender.

         7. The    undersigned   is  authorized to execute this Tenant  Estoppel
Certificate on behalf of Tenant.



                                             TENANT:

                                             -----------------------------------

                                         By: ___________________________________