EXHIBIT 10.1





                           COMMERCIAL LEASE AGREEMENT

                                    BETWEEN

                      AlP-SWAG Operating Partnership, L.P.

                                  as Landlord

                                      and
                    TM Century, Inc., a Delaware corporation

                                   as Tenant




                              Dated: June 7, 2002


<PAGE>

                               Table of Contents

                                                                            Page



ARTICLE 1
................................................................................2
BASIC  LEASE   PROVISIONS  AND   DEFINITIONS...................................2
ARTICLE   2....................................................................4
TERM  AND POSSESSION...........................................................4
ARTICLE 3 RENT.................................................................6
ARTICLE 4......................................................................9
SECURITY DEPOSIT...............................................................9
ARTICLE 5.....................................................................10
OCCUPANCY AND USE.............................................................10
ARTICLE 6.....................................................................16
UTILITIES AND SERVICES........................................................16
ARTICLE 7.....................................................................17
MAINTENANCE,  REPAIRS, ALTERATIONS AND IMPROVEMENTS...........................17
ARTICLE  8....................................................................20
INSURANCE, FIRE AND CASUALTY..................................................20
ARTICLE 9.....................................................................24
CONDEMNATION..................................................................24
ARTICLE 10....................................................................25
LIENS.........................................................................25
ARTICLE 11 TAXES ON TENANT'S PROPERTY.........................................26
ARTICLE 12....................................................................26
SUBLETTING AND ASSIGNING......................................................26
ARTICLE   13..................................................................27
SUBORDINATION AND TENANT'S ESTOPPEL CERTIFICATE...............................27
ARTICLE 14....................................................................29
DEFAULT.......................................................................29
ARTICLE 15....................................................................33
NOTICES ......................................................................33
ARTICLE 16....................................................................33
MISCELLANEOUS PROVISIONS......................................................33











                                       i

<PAGE>

                               EXHIBITS AND RIDERS


Exhibit A       Site Plan of Premises
Exhibit B       Acceptance of Premises Memorandum
Exhibit C       Rules and Regulations
Exhibit D       Surrender Space - December 31,2002
Exhibit E       Surrender Space - August 31,2003

Addendum 1      Signage
Addendum 2      Additional Provisions

Rider 1         Renewal Option
Rider 4         Tenant's Right of Opportunity
Rider 6         Cap on Certain Operating Expenses






<PAGE>

                           COMMERCIAL LEASE AGREEMENT


     This Commercial Lease Agreement  (hereinafter  called this "Lease") is made
as of this 10th day of June,  2002, but is effective as of March 1, 2002 between
AlP-SWAG   Operating   Partnership,   L.P.,  a  Delaware   Limited   Partnership
(hereinafter called "Landlord"),  and TM Century,  Inc., a Delaware  corporation
(hereinafter called "Tenant").

                                    ARTICLE 1

                     BASIC LEASE PROVISIONS AND DEFINITIONS


1.   Building:
     a.   Name: Valley View Commerce Center
     b.   Address: 2002 Academy Lane, Farmers Branch, TX 75234
     c.   Property Number: N/ A
     d.   Agreed Rentable Area: 58,755 square feet


2.   Premises:

     a.   Suite Number: #120

     b.   Agreed Rentable Area:         47,068 square feet from 3/1/02 -
                                                   12/31/02
                                        35,708 square feet from 1/1/03-
                                                    8/31/03
                                        28,749 square feet from 9/1/03-
                                                    8/31/10
3.   Term: One Hundred Two (102) months
4.   Commencement Date: March 1, 2002
5.   Expiration Date: August 31,2010
6.   Base Rent:

     Rental Period                                          Base Monthly Rent
     Commencement Date to 12-31-02                             $37,262.17
     1-1-03 to 8-31-03                                         $28,268.83
     9-1-03 to 8-31-05                                         $22,759.63
     9-1-05 to 8-31-08                                         $26,353.25
     9-1-08 to 8-31-10                                         $28,150.06

7.   Additional Rent, Expense Stops and Pro Rata Share Percentage:

     a.   Operating Expense Stop: 2002 base year
     b.   Real Estate Taxes Expense Stop: 2002 base year
     c.   Tenant's Pro Rata Share Percentage: 80.10% / 60.79% / 48.93%








                                       2
<PAGE>

The  following  chart is provided as an  estimate  of Tenant's  initial  monthly
payment broken down into its components. This chart, however, does not supersede
the specific provisions contained elsewhere in this lease.

     Initial Monthly Base Rent                                  $ 37,262.17
     Initial Monthly Estimated Operating Expense Escrow         $      0.00
     Initial Monthly Estimated Real Tax Escrow                  $      0.00
     Other                                                      $      0.00
     Total Initial Monthly Payment                              $ 37,262.17
8.   Security Deposit: $0.00

9.   Permitted Use:  General  Offices,  warehousing,  and storage related to the
     music industry.
10.  Landlord's Broker: Robert Lynn Company
          Landlord's Broker is represented by: Chris E. Jackson
11.  Tenant's Broker: Jackson & Cooksey
          Tenant's Broker is represented by: Andy Iverson
12.  Payments: All payments shall be sent to Landlord in care of AlP-SWAG
          Operating  Partnership,  ("Property Manager") at the address below, or
          such other place as Landlord may designate from time to time.
13.  Lease Guarantor: N/A
14.  Notices: Addresses for notices due under this Lease:

LANDLORD:                                       TENANT:

AlP-SWAG Operating Partnership, L.P.,           TM Century, Inc.,
a Delaware Limited Partnership                  a Delaware corporation
c/o American Industrial Properties REIT
Attention: Mr. Richard E. Brown
Enterprise Parkway
Beachwood, OH 44122
(216) 755-1570: Fax


PROPERTY MANAGER:                                 ON OR AFTER COMMENCEMENT DATE:

American Industrial Properties REIT               The Premises:
6210 North Beltline, Suite #160                   Attention: David Grauper
Irving, TX 75063-2656                             Fax 972-406-6890: Fax
Attention: Beth Cupit                             Grauper
(972) 756-0704:                                   972-406-6890: Fax
(972) 756-0704: Fax








                                       3


<PAGE>

                                   ARTICLE 2

                              TERM AND POSSESSION

     SECTION 2.1. LEASE OF PREMISES, COMMENCEMENT AND EXPIRATION:

          2.1.1.  Lease of Premises:  In  consideration  of the mutual covenants
herein, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
subject  to all the terms and  conditions  of this  Lease,  the  portion  of the
Building (as described in Item 1 of Article 1) described as the Premises in Item
2 of Article 1 and that is more particularly  described by the crosshatched area
on Exhibit A attached hereto  (hereinafter  called the  "Premises").  The agreed
rentable area of the Premises is hereby  stipulated  to be the" Agreed  Rentable
Area" of the Premises set forth in Item 2b of Article 1, irrespective of whether
the same should be more or less.  The agreed  rentable  area of the  Building is
hereby  stipulated to be the" Agreed Rentable Area" of the Building set forth in
Item lc of Article 1,  irrespective  of whether the same should be more or less.
The  Building,  the land on which the Building is situated and all  improvements
and  appurtenances  to the Building  and the land are  referred to  collectively
herein as the "Property". This Lease replaces that certain Lease dated April 23,
1993 and amended  August 22, 1994  between  Landlord  and Tenant (the  "Original
Lease")  under which  Tenant  leased  from  Landlord  46,645  square feet in the
Building (the "Original  Premises").  Landlord and Tenant  acknowledge  that the
Original  Lease is  terminated  effective  as of the  commencement  Date of this
Lease.

          2.1.2.  Initial Term and Commencement:  The initial term of this Lease
shall be the period of time  specified  in Item 3 of Article 1. The initial term
shall commence on the  Commencement  Date (herein so called) set forth in Item 4
of Article 1 and, unless sooner terminated  pursuant to the terms of this Lease,
the initial term of this Lease shall expire,  without  notice to Tenant,  on the
Expiration  Date  (herein so  called)  set forth in Item 5 of Article 1 (as such
Commencement  Date and/or  Expiration Date may be adjusted pursuant to Exhibit B
attached hereto). Notwithstanding anything to the contrary contained herein, the
Lease will expire in the last day of the last month of the Term.

     SECTION 2.2.  INSPECTION  AND DELIVERY OF PREMISES,  CONSTRUCTION  OF LEASE
SPACE IMPROVEMENTS AND POSSESSION:

          2.2.1. Delivery and Completion: Tenant hereby acknowledges that Tenant
has inspected  the Common Area (as  hereinafter  defined) and the Premises,  and
hereby (i) accepts the Common Area in "AS IS"  condition  for all  purposes  and
(ii) subject to Landlord's  completion of its obligations  under the Work Letter
(herein so called)  attached  hereto as Exhibit D,  Tenant  hereby  accepts  the
Premises for all purposes  (including  the  suitability  of the Premises for the
Permitted Use).






                                       4


<PAGE>

          2.2.2.  Common  Area:  "Common  Areas"  will mean all  areas,  spaces,
facilities,  and equipment  (whether or not located  within the  Building)  made
available  by  Landlord  for the  common and joint use of  Landlord,  Tenant and
others designated by Landlord using or occupying space in the Building or at the
Property, as applicable, to the extent same are not expressly made a part of the
Premises, and are made available for use of all tenants in the Building.  Tenant
is hereby granted a  nonexclusive  right to use the Common Areas during the term
of this Lease for its intended  purposes,  in common with others  designated  by
Landlord, subject to the terms and conditions of this Lease, including,  without
limitation,  the Rules and  Regulations.  The Common  Areas will be at all times
under the exclusive control, management and operation of the Landlord.

          2.2.3.Acceptance of Premises Memorandum:  Upon Substantial  Completion
(as defined in the Work  Letter) of Tenant's  Improvements,  Landlord and Tenant
shall execute the Acceptance of Premises  Memorandum (herein so called) attached
hereto as  Exhibit B. If Tenant  occupies  the  Premises  without  executing  an
Acceptance of Premises  Memorandum,  Tenant shall be deemed to have accepted the
Premises  for all purposes and  Substantial  Completion  shall be deemed to have
occurred on the earlier to occur of: (i) actual  occupancy (ii) the Commencement
Date set forth in Item 4 of Article 1 or (iii) the date Tenant  commences  doing
business at the Premises if Landlord consents to an early occupancy as set forth
in Section 2.2.1.

     SECTION 2.3.  REDELIVERY  OF THE PREMISES:  Upon the  expiration or earlier
termination  of this  Lease,  or upon the  exercise  by Landlord of its right to
re-enter the Premises without  terminating this Lease,  Tenant shall immediately
deliver to Landlord the Premises in a safe,  "broom clean",  neat,  sanitary and
operational condition, normal wear and tear and casualty excepted, together with
all keys and parking and access cards.  Tenant shall,  by the Expiration Date or
the date this Lease is earlier  terminated in accordance  with the terms hereof,
remove from the Premises,  at the sole expense of Tenant: (i) unless Landlord is
asserting its lien rights therein, any equipment,  machinery, trade fixtures and
personalty  installed  or placed in the  Premises  by or on behalf of Tenant and
(ii) if requested by Landlord,  all or any part of the improvements  made to the
Premises  by or on behalf of  Tenant.  All  removals  described  above  shall be
accomplished in a good and  workmanlike  manner so as not to damage the Premises
or  the  primary  structure  or  structural  qualities  of the  Building  or the
plumbing,  electrical  lines or other  utilities.  Tenant shall, at its expense,
promptly repair any damage caused by such removal,  provided that in the case of


                                       5
<PAGE>

improvements  that  Tenant is  required  to remove,  Tenant  shall  restore  the
Premises  to  the  condition   existing  prior  to  the   installation  of  such
improvements,  normal  wear and tear  accepted.  If Tenant  fails to deliver the
Premises in the condition  aforesaid,  then Landlord may restore the Premises to
such a  condition  at  Tenant's  expense.  All  property  required to be removed
pursuant to this Section not removed within time period required hereunder shall
thereupon  be  conclusively  presumed  to have been  abandoned  by  Tenant,  and
Landlord  may, at its option,  take over  possession of such property and either
(a) declare the same to be the  property of Landlord or (b) at the sole cost and
expense  of  Tenant,  remove  and store  and/or  dispose of the same or any part
thereof in any manner that Landlord shall choose without incurring  liability to
Tenant or any other person.

     SECTION 2.4.  HOLDING OVER: In the event Tenant,  or any party under Tenant
claiming  rights to this Lease,  retains  possession  of the Premises  after the
expiration  or  earlier   termination  of  this  Lease,  such  possession  shall
constitute and be construed as a tenancy at will only, subject,  however, to all
of the  terms,  provisions,  covenants  and  agreements  on the  part of  Tenant
hereunder;  such parties shall be subject to immediate eviction and removal, and
Tenant or any such party  covenants  and agrees to pay  Landlord as rent for the
period of such  holdover an amount equal to 1.5 times the Base Monthly Rent plus
the Additional Rent (as  hereinafter  defined) in effect  immediately  preceding
expiration or  termination,  as  applicable,  prorated on a daily basis.  Tenant
covenants and agrees to also pay any and all damages  sustained by Landlord as a
result of such holdover.  The rent during such holdover  period shall be payable
to Landlord from time to time on demand; provided, however, if no demand is made
during a particular  month,  holdover rent  accruing  during such month shall be
paid in accordance  with the provisions of this Section 2.4.  Tenant will vacate
the Premises and deliver same to Landlord  immediately  upon Tenant's receipt of
notice from  Landlord to so vacate.  No holding over by Tenant,  whether with or
without consent of Landlord,  shall operate to extend the term of this Lease. No
payments  of money by  Tenant  to  Landlord  after  the  expiration  or  earlier
termination of this Lease shall  reinstate,  continue or extend the term of this
Lease.  No payments of money by Tenant,  other than the holdover  rent  accruing
during such  holdover  period paid in  accordance  with the  provisions  of this
Section 2.4, to Landlord  after the  expiration or earlier  termination  of this
Lease shall  constitute full payment of rent under the terms of this Lease,  and
Tenant  further  agrees that any such  payment(s),  other than the holdover rent
accruing in  accordance  with the  provisions  of this  Section 2.4, to Landlord
shall  constitute  a default  and  breach of this  Lease by Tenant  pursuant  to
Article 14 herein.  No extension of this Lease after the  expiration  or earlier
termination  thereof shall be valid unless and until the same shall be evidenced
by a writing signed by both Landlord and Tenant.

                                   ARTICLE 3
                                      RENT

     SECTION  3.1 BASE  RENT:  Tenant  shall  pay as rent for the  Premises  the
applicable Base Monthly Rent shown in Item 6 of Article 1. The Base Monthly Rent
shall be payable in monthly  installments  equal to the applicable  Base Monthly
Rent shown in Item 6 of Article 1 in advance,  without notice, demand, offset or
deduction  except as  otherwise  expressly  provided in the Lease.  The required
monthly  installments shall commence on the Commencement Date and shall continue
on the first (1st) day of each calendar  month  thereafter  until the Expiration
Date. If the  Commencement  Date is specified to occur or otherwise  occurs on a
day other than the first day of a calendar month, the Base Monthly Rent for such
partial month shall be prorated.



                                       6
<PAGE>

     SECTION 3.2. ADDITIONAL RENT:

          3.2.1.  Definitions:   For  purposes  of  this  Lease,  the  following
definitions shall apply:

               (a) "Additional  Rent",  for a particular  year,  shall equal the
product  of  Tenant's  Pro Rata  Share  Percentage  (as set  forth in Item 7c of
Article  1),  multiplied  by the sum of (i) the  amount by which  all  Operating
Expenses for the applicable calendar year exceed Tenant's Operating Expense Stop
(as set forth in Item 7a of  Article  1) plus (ii) the  amount by which the Real
Estate Taxes for the applicable  calendar year exceed Tenant's Real Estate Taxes
Expense Stop as set forth in Item 7b of Article 1).

               (b) "Operating  Expenses" shall mean (without  duplication of any
costs  and  expenses  of  which  Tenant  is  responsible  under  Section  6.1 or
subsection 7.2.1 below) (i) all of the costs and expenses Landlord incurs,  pays
or becomes obligated to pay in connection with operating, managing, maintaining,
repairing  and insuring the Property for a particular  calendar  year or portion
thereof  as  determined  by  Landlord  in  accordance  with  generally  accepted
accounting practices,  consistently applied,  including,  if applicable,  if the
Property is less than one hundred percent (100%) occupied,  all additional costs
and expenses of  operating,  managing,  maintaining,  repairing and insuring the
Property to the extent such expenses vary with occupancy (e.g., utilities) which
Landlord  determines that would have been paid or incurred during the particular
calendar  year or portion  thereof if the Property had been one hundred  percent
(100%) occupied, (ii) wages, salaries, employee benefits and taxes for personnel
working full or part-time (if part-time then only the allocable portion based on
time  spent  working  at  the  Property)  in  connection   with  the  operation,
maintenance and management of the Building and the Common Areas,  (iii) costs of
maintenance,  repair  and care of rail spur  areas,  if any,  shared  with other
tenants of the Building,  (iv) the annual  amortized  portion of the cost of any
capital  improvement  made to the  Building by  Landlord  after the date of this
Lease that is required under any governmental  law or regulation,  enacted after
the date of this Lease such capital improvements to be amortized over its useful
life  together  with an amount  equal to interest at the rate of twelve  percent
(12%) per annum (the  "Amortization  Rate") on the unamortized  balance thereof,
(v) the annual amortized portion of the cost of any capital  improvement made to
the Common Areas of the  Building  after the date of this Lease that is required
under the interpretations or regulations issued from time to time after the date
of this Lease under the  provisions of the Americans  With  Disabilities  Act of
1990,  42 V.S.C.  ss.  120101-12213  or  comparable  laws of the State and local
agencies in which the Property is located (collectively, the "Disability Acts"),
amortized over the useful life as Landlord shall reasonably determine,  together
with an amount  equal to interest at the  Amortization  Rate on the  unamortized
balance  thereof,  (vi) the  amortized  portion  for the year of the cost of any
labor-saving  or  energy-saving  device  or  other  equipment  installed  in the
Building after the date hereof,  amortized over the useful life as is reasonably




                                       7
<PAGE>

determined  by  Landlord,  together  with an  amount  equal to  interest  at the
Amortization Rate on the unamortized balance thereof, (vii) the charges assessed
against  the  Property  pursuant  to  any  contractual   covenants  or  recorded
declaration of covenants or the covenants,  conditions and  restrictions  of any
other similar instrument affecting the Property,  and (viii) all other costs and
expenses which would generally be regarded as operating, maintenance, repair and
management costs and expenses, including those which would normally be amortized
over a period not to exceed five (5) years. Operating Expenses shall not include
Real Estate Taxes (hereinafter defined).

               (c) "Real  Estate  Taxes"  shall mean all real  estate  taxes and
other taxes or assessments, which are levied with respect to the Property or any
portion  thereof for each calendar year and shall include any tax,  surcharge or
assessment which shall be levied in addition to or in lieu of real estate taxes,
the costs and  expenses  of a  consultant,  if any,  and/or  of  contesting  the
validity or amount of such real estate or other  taxes,  and shall also  include
any  rental,  excise,  sales,  transaction,  privileged,  or other  tax or levy,
however denominated, imposed upon or measured by the rental payable hereunder or
on Landlord's  business of leasing the Premises,  any  non-progressive tax on or
measured by gross rentals received from the rental of space in the Building, and
any tax in this transaction or any documents to which Tenant is a party creating
or  transferring  an interest in the Premises,  excepting  only  Landlord's  net
income taxes or franchise taxes (collectively, "Real Estate Taxes").

               (d)  "Tenant's   Operating  Expense  Stop"  shall  be  the  total
Operating  Expenses  for the  applicable  calendar  year set forth in item 7a of
Article 1 or if no year is so stated,  the total dollar amount stated in Item 7a
of Article 1.

               (e) "Tenant's  Real Estate Taxes Expense Stop" shall be the total
of all Real Estate Taxes for the  applicable  calendar year set forth in Item 7b
of Article 1 or if no year is so stated,  the total dollar amount stated in Item
7b of Article 1.


          3.2.2.  Payment Obligation:  In addition to the Base Rent specified in
this Lease,  Tenant shall pay to Landlord the Additional  Rent, in each calendar
year or partial  calendar year,  payable in monthly  installments as hereinafter
provided.  On or prior to the  Commencement  Date and at least  thirty (30) days
prior to each calendar year  thereafter (or as soon  thereafter as is reasonably
possible),  Landlord  shall give Tenant  written  notice of  Tenant's  estimated
Additional  Rent for the applicable  calendar year and the amount of the monthly
installment due for each month during such year. Tenant shall pay to Landlord on
the  Commencement  Date and on the first day of each month thereafter the amount
of the  applicable  monthly  installment,  without  notice,  demand,  offset  or
deduction except as otherwise provided in this Lease, provided,  however, if the
applicable  installment  covers a partial month,  then such installment shall be
prorated  on a daily  basis.  If  Landlord  fails to give  Tenant  notice of its
estimated payments of Additional Rent in accordance with this subsection for any
calendar year, then Tenant shall continue making monthly  estimated  payments in
accordance with the estimate for the previous calendar year until a new estimate
is provided by Landlord.  If Landlord  determines  that,  because of  unexpected
increases  in  Operating  Expenses  or other  reasons,  Landlord's  estimate  of
Operating Expenses was too low, then Landlord shall have the right to give a new
statement of the estimated  Additional  Rent due from Tenant for the  applicable
calendar year or the balance thereof and to bill Tenant for any deficiency which
may have accrued during such calendar year or portion thereof,  and Tenant shall
thereafter  pay  monthly  installments  of  Additional  Rent  based  on such new
statement.  Within a reasonable time after the end of each calendar year and the
Expiration  Date,  Landlord  shall  prepare  and  deliver to Tenant a  statement
showing  Tenant's  actual  Additional  Rent for the  applicable  calendar  year,


                                       8
<PAGE>

provided  that with respect to the calendar  year in which the  Expiration  Date
occurs, (x) that calendar year shall be deemed to have commenced on January 1 of
that year and ended on the Expiration  Date (the "Final  Calendar Year") and (y)
Landlord  shall  have the  right  to  estimate  the  actual  Operating  Expenses
allocable to the Final  Calendar  Year. If Tenant's  total  monthly  payments of
Additional  Rent for the applicable  calendar year are less than Tenant's actual
Additional  Rent,  then Landlord shall credit the amount of such  overpayment to
Tenant,  provided,  however,  with respect to the Final Calendar Year,  Landlord
shall pay to Tenant  the amount of such  excess  payments,  less any  additional
amounts then owed to Landlord. Unless Tenant takes written exception to any item
within  thirty  (30) days  after the  furnishing  of an annual  statement,  such
statement  shall be considered  as final and accepted by Tenant.  Any amount due
Landlord as shown on any such  statement  shall be paid by Tenant  within twenty
(20) days after it is furnished to Tenant.

     SECTION  3.3.  RENT  DEFINED AND NO OFFSETS:  The Base  Monthly  Rent,  the
Additional  Rent and all other sums  required  to be paid to  Landlord by Tenant
under this Lease, including any sums due under the Work Letter, shall constitute
rent and are sometimes collectively referred to as "Rent". Tenant shall pay each
payment of Rent when due,  without prior notice or demand  therefore and without
deduction or offset except as otherwise expressly provided in this Lease.

     SECTION  3.4.  LATE  CHARGES:  If any  installment  of Base Monthly Rent or
Additional  Rent or any other payment of Rent under this Lease shall not be paid
within five (5) days of when due, a "Late  Charge" of five  percent  (5%) of the
amount  overdue may be charged by Landlord to defray  Landlord's  administrative
expense  incident to the  handling of such  overdue  payments.  Each Late Charge
shall be payable by Tenant on demand of Landlord.

                                   ARTICLE 4

                                SECURITY DEPOSIT

     Tenant  will pay  Landlord on the date this Lease is executed by Tenant the
Security  Deposit  set  forth  in  Item  8 of  Article  1 as  security  for  the
performance  of the terms  hereof by Tenant.  Tenant  shall not be  entitled  to
interest thereon and Landlord may commingle such Security Deposit with any other
funds of  Landlord.  It is  expressly  understood  and agreed that the  Security
Deposit is not an advance payment of Rent or a measure of Landlord's  damages in
case of default by Tenant.  If Tenant defaults with respect to any provisions of
this  Lease,  Landlord  may,  but shall not be  required  to, from time to time,
without  prejudice to any other remedy,  use, apply or retain all or any part of
the Security Deposit for the payment of any Rent or any other sum in default, or
for the payment of any other amount which Landlord may spend or become obligated
to spend by reason of Tenant's default,  or to compensate Landlord for any other
loss or  damage  which  Landlord  may  suffer by  reason  of  Tenant's  default,
including, without limitation, costs and attorneys' fees incurred by Landlord to
recover possession of the Premises.  Upon the occurrence of any event of default
by Tenant,  Landlord  may,  from time to time,  without  prejudice  to any other
remedy provided herein or provided by law, use such fund to the extent necessary
to make good any arrears of rentals  and any other  damage,  injury,  expense or
liability  caused to Landlord by such event of default,  and Tenant shall pay to
Landlord  on demand  the amount so  applied  in order to  restore  the  security
deposit to its original  amount.  If Tenant shall fully and  faithfully  perform


                                       9
<PAGE>

every provision of this Lease to be performed by it, the Security  Deposit shall
be returned to Tenant within sixty (60) days after the  Expiration  Date, or the
termination  of the Lease  pursuant to Sections  8.1, 9.1 or 9.2.  Tenant agrees
that it will not assign or encumber or attempt to assign or encumber  the monies
deposited  with  Landlord  as the  Security  Deposit and that  Landlord  and its
successors  and  assigns  shall  not be bound by any such  actual  or  attempted
assignment or encumbrance.

                                   ARTICLE 5

                               OCCUPANCY AND USE

     SECTION 5.1. USE OF PREMISES:

          5.1.1.   General:   The  Premises  shall,  subject  to  the  remaining
provisions of this Section,  be used solely for the purpose  specified in Item 9
of Article 1. Prior to  commencement of any work pursuant to the Work Letter (or
if no work is to be performed pursuant to a Work Letter,  then prior to Tenant's
occupancy of the  Premises),  Tenant shall satisfy  itself and Landlord that the
Permitted  Use will  comply with all  applicable  zoning  ordinances,  rules and
regulations. Without in any way limiting the foregoing, Tenant shall not use any
part of the Premises for sleeping  quarters,  or for the generation of hazardous
or toxic  chemical or materials,  and will not use,  occupy or permit the use or
occupancy of the Premises for any purpose  which is forbidden by or in violation
of any zoning ordinance, law, rule or regulation or any other law, ordinance, or
governmental or municipal  regulation,  order,  or certificate of occupancy,  or
which may be dangerous to life,  limb or property;  or permit the maintenance of
any public or private  nuisance;  or keep any substance or carryon or permit any
operation which might emit offensive  odors or conditions from the Premises;  or
commit, suffer or permit any waste in or upon the Premises, or at any time sell,
permit the sale of food in any form by or to any of Tenant's agents or employees
or other parties in the Premises except through  vending  machines in employees'
lunch or rest areas within the Premises for use by Tenant's  employees  only; or
use an  apparatus  which  might make  undue  noise or set up  vibrations  in the
Building;  or permit  anything  to be done  which  would  increase  the fire and
extended  coverage  insurance rate on the Building or contents,  and if there is
any increase in such rate by reason of acts of Tenant, then Tenant agrees to pay
such increase upon demand  therefore by Landlord.  Payment by Tenant of any such
rate increase shall not be a waiver of Tenant's duty to comply herewith.  TENANT
SHALL  INDEMNIFY  AND HOLD LANDLORD  HARMLESS  FROM ANY AND ALL COSTS,  EXPENSES
(INCLUDING  REASONABLE ATTORNEYS FEES), CLAIMS AND CAUSES OF ACTION ARISING FROM
TENANT'S  FAILURE TO COMPLY WITH SECTION.  Outside  storage,  including  without
limitation,  storage in non-operative or stationary  trucks,  trailers and other
vehicles,  and vehicle  maintenance or repair is prohibited  without  Landlord's
prior  written  consent.  Tenant shall keep the  Premises  neat and clean at all
times.  Tenant shall promptly correct any violation of a governmental  law, rule
or regulation  with respect to the Premises to the extent such violation did not
pre-date the original Lease with Tenant.  Tenant shall comply with any direction
of any governmental  authority having  jurisdiction  which imposes any duty upon
Tenant  or  Landlord  with  respect  to the  Premises,  or with  respect  to the
occupancy or use thereof and shall  comply with all matters of record  affecting
the Premises which may impose additional  restrictions and/or obligations on the
Landlord or the Tenant.



                                       10
<PAGE>

          5.1.2. Hazardous and Toxic Materials:

               (a) Tenant shall not incorporate  into, use, release or otherwise
place or dispose of at, in, on, under or near the Premises,  the Building or the
Property  any  hazardous  or toxic  materials  except  that  Tenant  may use and
temporarily  store cleaning and office  supplies used in the ordinary  course of
Tenant's  business and then only if (i) such materials are in small  quantities,
properly labeled and contained,  (ii) such materials are handled and disposed of
off- site [(iii)  deleted] (iv) such  materials are used,  transported,  stored,
handled and disposed of off-site in accordance with all applicable  governmental
laws,  rules  and  regulations,   including   without   limitation,   applicable
Environmental  Laws,  as defined  below.  Landlord may  condition its consent to
Tenant's  storage or use of any  hazardous or toxic  materials at, on, or in the
Premises  other than  cleaning  and office  supplies as  permitted  above,  upon
Tenant's payment of an additional deposit to Landlord, which deposit shall be in
an amount estimated by Landlord as sufficient  security for the payment of costs
and expenses  arising from or related to the  potential  release of hazardous or
toxic  materials in  connection  with Tenant's use or occupancy of the Premises,
which deposit,  less any costs or expenses  incurred or estimated to be incurred
in response to such  release,  shall be returned to Tenant after  removal of the
hazardous  or toxic  materials  and proper  closure or  remediation  of any area
affected by or containing any such hazardous or toxic  materials,  in compliance
with  applicable   governmental   regulations  including,   without  limitation,
applicable  Environmental  Laws.  Under no  circumstances  shall Tenant cause or
allow the disposal of hazardous  or toxic  materials  at, in, on, under or about
the Building, the Property, or Premises.  Tenant shall not (i) occupy or use the
Premises,  nor permit any  portion of the  Premises  to be  occupied or used (A)
except  in  compliance  with all laws,  ordinances,  governmental  or  municipal
regulations, and orders, including without limitation Environmental Laws, or (B)
in a manner which may be dangerous to life,  limb or property;  or (ii) cause or
permit the  maintenance  of any public or private  nuisance;  or (iii)  cause or
permit  anything  to be done which would in any way  increase  the rate of fire,
liability, or any other insurance coverage on the Premises, the Building, or its
contents.  Landlord shall have the right to periodically  inspect,  take samples
for testing and otherwise investigate the Premises for the presence of hazardous
or toxic materials. If Tenant ever has knowledge of the presence in the Premises
or the Building or the Property of hazardous or toxic materials which affect the
Premises,  Tenant  shall  notify  Landlord  thereof  in writing  promptly  after
obtaining  such  knowledge.  For  purposes  of this  Lease,  hazardous  or toxic
materials  shall  mean  asbestos  containing  materials  (" ACM")  and all other
materials,  substances,  wastes and chemicals  classified,  defined,  listed, or
regulated as, or containing,  a "hazardous substance," "hazardous waste," "toxic
substance,"  "pollutant,"  "contaminant,"  "oil,"  "hazardous  material," "solid
waste,"  and/or  "regulated  substance"  under any  Environmental  Law.  As used
herein, the term  "Environmental  Laws" shall mean any and all statutes,  rules,
regulations,  ordinances,  orders, permits, licenses, and other applicable legal
requirements,  relating  directly or indirectly to human health or safety or the
environment, or the presence, handling, treatment, storage, disposal, recycling,
reporting,  remediation,  investigation,  or  monitoring  of  hazardous or toxic
materials.  As used herein,  the term  "release"  shall have the same meaning as
under the Comprehensive Environmental Response,  Compensation and Liability Act,
as amended, 42 V.S.C. Section 9601 et seq.



                                       11
<PAGE>


               (b)  Prior  to  commencement  of any  tenant  finish  work  to be
performed  by  Landlord,  Tenant  shall have the right to make such  studies and
investigations and conduct such  non-destructive  or non-invasive  environmental
tests and surveys of the  Premises as Tenant  deems  necessary  or  appropriate,
subject to the  conditions  that all such  studies and  investigations  shall be
completed prior to the commencement of any tenant finish work to be performed by
landlord.  TENANT SHALL RESTORE THE PREMISES AND HOLD LANDLORD HARMLESS FROM AND
INDEMNIFY  LANDLORD  AGAINST ALL LOSS,  DAMAGES,  AND CLAIMS  RESULTING  FROM OR
RELATING TO TENANT'S STUDIES,  TESTS AND  INVESTIGATIONS.  If such study,  test,
investigation or survey evidences  hazardous or toxic materials which affect the
Premises,  Tenant shall have the right to  terminate  this Lease  provided  such
right shall be exercised,  if at all,  prior to the  commencement  of any tenant
finish work to be  performed  by Landlord  and within five (5) days after Tenant
receives the evidence of hazardous or toxic materials. If Tenant takes occupancy
of the Premises prior to exercising such right, Tenant's right to terminate this
Lease  shall be null  and  void  and of no  further  force  and  effect.  By its
occupancy of the Premises, Tenant agrees that it will accept the Premises in its
AS IS-WHERE IS condition,  WITH ALL FAULTS.  Tenant  acknowledges  that Landlord
makes no,  and  expressly  disclaims  any,  representations  and/or  warranties,
express or implied,  regarding  the  presence or absence of  hazardous  or toxic
materials  at,  in,  on,  under,  or about the  Premises,  the  Building  or the
Property, the status of compliance of the Property, the Building or the Premises
or any part of them with Environmental  Laws, and Tenant acknowledges and agrees
that any presence of any hazardous or toxic  materials  shall not  constitute an
eviction,  actual or  constructive,  of Tenant nor  entitle  Tenant to an offset
against its obligations hereunder.

               (c) If Tenant or its employees, agents, contractors, invitees, or
visitors shall ever violate the  provisions of paragraph (a) of this  subsection
5.1.2 or otherwise  contaminate the Premises or the Property,  then Tenant shall
promptly,  diligently,  and  expeditiously  investigate,  clean up,  remove  and
dispose of the material causing the violation, in compliance with all applicable
governmental   standards,   laws,  rules  and  regulations,   including  without
limitation,  applicable  Environmental Laws and then prevalent industry practice
and standards and shall repair any damage to the Premises or the Building or the
Property as soon as practicable.  Tenant shall notify Landlord in advance of its
method,  time and procedure for any investigation,  remediation or monitoring of
hazardous  or toxic  materials  and  Landlord  shall  have the right to  require
reasonable  changes in such  method,  time or  procedure  as Landlord  considers
appropriate to prevent interference with any use, occupancy, care, appearance or
maintenance  of the Property or the Building,  or the rights of other tenants or
to  require  the  same  to  be  done  after  normal  business  hours.  Under  no
circumstances  shall any  remediation  by Tenant  leave any  hazardous  or toxic
materials  at, in, on, or under the  Premises,  the  Property,  or the  Building
without  first  obtaining  the prior  written  consent of  Landlord.  If (1) any
lender,  insurer,  prospective  purchaser,  governmental agency, or other person
shall ever require testing or Landlord shall ever undertake testing to ascertain
whether or not there has been any release of hazardous or toxic materials due to
the acts or omissions of Tenant, or any of its agents,  invitees,  licensees, or
employees, and (2) such testing reveals evidence of such releases, then Tenant's
obligations  under this  subsection  5.1.2(c)  shall  survive the  expiration or
sooner termination of this Lease.




                                       12
<PAGE>


               (d) TENANT  AGREES TO DEFEND,  INDEMNIFY  AND HOLD  HARMLESS  THE
LANDLORD, ITS OFFICERS, DIRECTORS, SHAREHOLDERS,  EMPLOYEES, AGENTS, SUCCESSORS,
AND ASSIGNS  FROM AND AGAINST ALL  OBLIGATIONS  (INCLUDING  REMOVAL AND REMEDIAL
ACTIONS),  LOSSES,  CLAIMS,  SUITS,  JUDGMENTS,  LIABILITIES  (INCLUDING WITHOUT
LIMITATION  STRICT  LIABILITIES   ARISING  PURSUANT  TO  ENVIRONMENTAL  LAWS  OR
OTHERWISE),  PENALTIES,  DAMAGES (INCLUDING CONSEQUENTIAL AND PUNITIVE DAMAGES),
COSTS AND EXPENSES (INCLUDING  ATTORNEYS' AND CONSULTANTS' FEES AND EXPENSES) OF
ANY KIND OR NATURE WHATSOEVER THAT MAY AT ANY TIME BE INCURRED BY, IMPOSED ON OR
ASSERTED AGAINST SUCH INDEMNITEES DIRECTLY OR INDIRECTLY BASED ON, OR ARISING OR
RESULTING  FROM (A) THE ACTUAL OR ALLEGED  PRESENCE OR RELEASE OF  HAZARDOUS  OR
TOXIC MATERIALS ON, AT, IN, UNDER, FROM OR NEAR THE PREMISES,  THE BUILDING,  OR
THE PROPERTY WHICH IS CAUSED OR PERMITTED BY TENANT OR ITS LICENSEES OR INVITEES
OR ANY PERSON ACTING  UNDER,  ON BEHALF OF, OR AT THE DIRECTION OR PERMISSION OF
TENANT  AND/OR (B)  OPERATION  OR USE OF THE  PREMISES  OR  NON-COMPLIANCE  WITH
ENVIRONMENTAL LAWS, OR THE CONDUCT OF OBLIGATIONS  HEREUNDER,  BY TENANT, OR ITS
LICENSEES  OR  INVITEES  OR ANY  PERSON  ACTING  UNDER,  ON BEHALF OF, OR AT THE
DIRECTION  OR  PERMISSION  OF TENANT,  AND IN EACH CASE UNDER  EITHER (A) OR (B)
REGARDLESS  OF  WHETHER  ATTRIBUTABLE  IN  WHOLE  OR  IN  PART  TO  ANY  OF  THE
INDEMNITEES' SOLE,  CONTRIBUTORY,  COMPARATIVE,  ACTIVE OR PASSIVE NEGLIGENCE OR
STRICT LIABILITY.


               (e) LANDLORD  AGREES TO DEFEND.  INDEMNIFY  AND HOLD HARMLESS THE
TENANT, ITS OFFICERS,  DIRECTORS,  SHAREHOLDERS,  EMPLOYEES, AGENTS, SUCCESSORS,
AND ASSIGNS FROM AND AGAINST ALL COSTS AND EXPENSES  INCURRED IN CONNECTION WITH
THE CLEAN UP AND/OR REMEDIATION OF HAZARDOUS OR TOXIC MATERIALS EXISTING ON, AT,
IN, UNDER THE PREMISES ON OR BEFORE THE COMMENCEMENT DATE OF THE ORIGINAL LEASE.



               (f) THE  PROVISIONS  OF THIS  SECTION  5.1.2  SHALL  SURVIVE  THE
EXPIRATION OR SOONER TERMINATION OF THIS LEASE.

          5.1.3. Building: Inspection Survey: Tenant hereby acknowledges that:

               (a)  Landlord  has  heretofore  engaged  one or more  independent
contractors   (collectively  "BIS  Consultants")  to  perform  limited  building
inspection  surveys  ("BIS") of the  Building to determine if hazardous or toxic
materials  exist on, at, or under the  Building,  and that prior to execution of
this Lease,  Tenant has had the  opportunity to review and has reviewed the BIS,
and that after  execution of this Lease such BIS are made available upon written


                                       13
<PAGE>

request and within a reasonable time at the office of the Property Manager,  for
Tenant's inspection during normal business hours.

               (b) The purpose of the BIS is to provide information  pursuant to
29 C.P.R.  ss.1910.1001,  and no other duties of disclosure or notification  are
created or implied by Landlord's  providing an opportunity for review of the BIS
by Tenant,  indicate the presence or absence of hazardous or toxic materials (as
defined in the Lease) on, at, or under the Building  based on the present levels
or content of said  hazardous or toxic  materials  as presently  set by the U.S.
Environmental  Protection  Agency  ("EPA") or the U.S.  Occupational  Safety and
Health  Administration  ("OSHA"),  however,  Tenant  acknowledges  that  neither
extensive  testing nor sampling of any portion of the Property was  performed in
connection with the BIS.

               (c)  Landlord has been  advised by its BIS  Consultants  that any
such  presence of said  hazardous  or toxic  materials  does not violate  lawful
levels for such  materials or require  removal or controls  beyond those already
implemented by Landlord.  Tenant agrees and acknowledges  that Landlord makes no
express or implied  representations or warranties  whatsoever regarding the BIS,
including but not limited to the contents,  accuracy,  scope or  recommendations
contained  therein.  In  addition,   Landlord  is  not  aware  of  any  studies,
evaluations,  tests,  surveys,  or  investigations  concerning  the  presence of
hazardous or toxic materials at, in, or under the Building other than the BIS on
file with the Property  Manager or any information that makes the BIS inaccurate
in any material respect.

               (d)  Landlord  has  implemented  an  Operations  and  Maintenance
Program  ("OMP") with respect to any asbestos  containing  materials (" ACM") or
presumed asbestos containing material ("PACM") located in the Building,  and the
terms of such OMP is set forth in a written  document  located  in the  Property
Manager's  office.  To reduce the risk that any PACM or ACM in the Building will
be  improperly  disturbed or handled by  untrained  persons,  Tenant  agrees and
acknowledges that:

                    1. Removal of thermal system  insulation (TSI) and surfacing
ACM and P ACM (i.e., sprayed-on or troweled-on material,  e.g., textured ceiling
paint or fireproofing material);

                    2. Removal of ACM or PACM that are not TSI or surfacing  ACM
and PACM such as vinyl floor covering;

                    3. Repair and  maintenance of operations  that are likely to
disturb any ACM or PACM; and

                    4. Custodial and housekeeping  activities where even minimal
contact with any ACM or PACM may occur,  shall be undertaken  and conducted only
upon thirty (30) days prior  written  notice to Landlord of such activity and in
full accordance with the OMP. In addition, Tenant shall insure and hereby agrees
that all contractors and subcontractors engaged by Tenant agree in writing to be
bound by and will  undertake  and conduct all work in full  compliance  with the
OMP,  and Tenant  agrees to fully  cooperate  with  Landlord  in all  reasonable
procedures or actions necessary for the conduct of the OMP.





                                       14
<PAGE>

TENANT HEREBY ACKNOWLEDGES THAT IT SHALL TAKE ALL APPROPRIATE MEASURES TO ENSURE
THAT THE PRESENCE OF ANY PACM OR ACM PRESENT IN, AT, OR UNDER THE PREMISES  WILL
NOT  CONSTITUTE AN UNDUE RISK TO ITSELF,  ITS  EMPLOYEES,  AGENTS,  CONTRACTORS,
INVITEES,  OR LICENSES,  AND TENANT  WARRANTS AND REPRESENTS  THAT,  UPON TAKING
POSSESSION OF THE PREMISES,  IT HAS FULLY SATISFIED ITSELF THAT THE PREMISES ARE
ACCEPTABLE AND SUITABLE WITH REGARDS TO HAZARDOUS OR TOXIC MATERIALS.

TENANT AGREES TO PROVIDE  LANDLORD  WITH TRUE AND CORRECT  COPIES OF ANY AND ALL
STUDIES,  EVALUATIONS,  TESTS,  SURVEYS,  OR  INVESTIGATIONS  PERFORMED BY OR ON
BEHALF  OF TENANT AT ANY TIME  INVOLVING  THE  PREMISES,  AND  TENANT  SHALL NOT
PERFORM  ANY  INVASIVE  OR  DESTRUCTIVE   INVESTIGATIONS   OR  ANALYSES  WITHOUT
LANDLORD'S  PRIOR  WRITTEN  CONSENT,  WHICH  CONSENT MAY BE  WITHHELD,  OR GIVEN
SUBJECT TO ANY CONDITIONS OR RESTRICTIONS, AS LANDLORD SHALL DEEM APPROPRIATE IN
ITS SOLE  DISCRETION.  IF  LANDLORD  CONSENTS  TO ANY  INVASIVE  OR  DESTRUCTIVE
INVESTIGATION OR ANALYSIS, TENANT SHALL FULLY RESTORE ALL AREAS AND IMPROVEMENTS
WHERE  SAMPLES  WERE  TAKEN  OR  WORK  PERFORMED.  REGARDLESS  OF  THE  TYPE  OF
INSPECTIONS  OR ANALYSES  WHICH TENANT MAY CAUSE TO BE  PERFORMED,  TENANT SHALL
IMMEDIATELY REPAIR ALL DAMAGE RESULTING FROM ANY OF THE SAME AND SHALL INDEMNIFY
AND HOLD LANDLORD, ITS OFFICERS,  DIRECTORS,  SHAREHOLDERS,  EMPLOYEES,  AGENTS,
SUCCESSORS,   AND  ASSIGNS  HARMLESS  FROM  AND  AGAINST  ALL  CLAIMS,  ACTIONS,
LIABILITIES,  DAMAGES,  LOSSES, INJURIES OR DEATHS IN CONNECTION WITH OR ARISING
OUT OF OR FROM ANY  INSPECTION,  TESTING,  SAMPLING,  OR SIMILAR  OR  DISSIMILAR
ACTIVITY  CONDUCTED BY TENANT,  TENANT'S  AGENTS OR CONTRACTORS AT, ON, OR UNDER
THE  PREMISES  FOR  HAZARDOUS OR TOXIC  MATERIALS,  WHETHER  UNDER THIS RIDER OR
OTHERWISE UNDER OR IN CONNECTION WITH THE LEASE.

     SECTION 5.2. RULES AND REGULATIONS: Tenant will comply with such reasonable
rules and  regulations  (the  "Rules and  Regulations")  generally  applying  to
tenants in the  Building as may be adopted from time to time by Landlord for the
management, cleanliness of, and the preservation of good order and protection of
property in, the Premises and the Building and the  Property.  A current copy of
the Rules and  Regulations  applicable  to the  Building is  attached  hereto as
Exhibit C. All such Rules and  Regulations  are hereby made a part  hereof.  All
changes and amendments to the Rules and  Regulations  sent by Landlord to Tenant
in writing and  conforming to the foregoing  standards  shall be carried out and
observed by Tenant.  Landlord hereby reserves all rights  necessary to implement
and  enforce  the Rules and  Regulations  and each and every  provision  of this
Lease.

     SECTION 5.3. ACCESS;  RIGHT OF ENTRY:  Without being deemed or construed as
committing an actual or constructive eviction of Tenant and without abatement of
Rent,  Landlord  or its  authorized  agents  shall  have the  right to enter the
Premises,  upon reasonable prior notice (except in emergency situations where no
prior  notice is  required),  to inspect the  Premises,  to show the Premises to


                                       15
<PAGE>

prospective lenders, purchasers or tenants and to fulfill Landlord's obligations
or exercise its rights under this Lease;  provided,  however, no notice shall be
required to inspect or show the  Premises  within the six (6) month period prior
to expiration of this Lease.  Tenant hereby waives any claim for damages for any
injury or  inconvenience  or interference  with Tenant's  business,  any loss of
occupancy or quiet  enjoyment  of the  Premises,  and any other loss  occasioned
thereby.  Landlord  shall have the right to use any and all means which Landlord
may  deem  proper  to enter  the  Premises  in an  emergency  without  liability
therefore.

     SECTION  5.4.  QUIET  POSSESSION:  Provided  Tenant  timely  pays  Rent and
observes  and  performs  all of the  covenants,  conditions  and  provisions  on
Tenant's  part to be observed  and  performed  hereunder,  Tenant shall have the
quiet  possession of the Premises until the Expiration  Date,  subject to all of
the provisions of this Lease and all laws,  encumbrances,  liens and restrictive
covenants to which the Property is subject.

                                   ARTICLE 6

                             UTILITIES AND SERVICES

     SECTION 6.1. UTILITIES.

               (a) Utilities Generally.  Except for Landlord's  obligation under
the last two  sentences  of this Section 6.1,  Tenant shall be  responsible  for
providing all utilities to the Premises. Without limiting the foregoing,  Tenant
shall  heat the  Premises  as  necessary  to prevent  any  freeze  damage to the
Premises or any portion  thereof.  Landlord shall directly pay for all utilities
used on the Premises which are separately  metered,  and Tenant shall  reimburse
Landlord for the cost of such  utilities (if any) together with any  maintenance
charges  for  utilities.  The  Landlord  shall  bill  Tenant  directly  for  its
utilities. Tenant's use of electric current shall at no time exceed the capacity
of the feeders or lines to the Building or the risers or wiring  installation of
the  Building  or the  Premises.  Landlord  shall in no event be liable  for any
interruption or failure of, and Tenant shall not be entitled to any abatement or
reduction  of Rent by reason of, any  interruption  or failure of  utilities  or
other services to the Premises,  nor shall any such  interruption  or failure in
any such utility or service be construed as an eviction (constructive or actual)
of Tenant or as a breach of the  implied  warranty  of  suitability,  or relieve
Tenant from the obligation to perform any covenant or agreement  herein,  and in
no event shall Landlord be liable for damage to persons or property  (including,
without limitation, business interruption), or in default hereunder, as a result
of any such interruption or failure. However, if any such interruption is caused
by a break or other  damage to any utility  lines  located on the  Property  and
outside of the Building that are under the exclusive  control of Landlord,  upon
receipt of written  notice of such  interruption  Landlord  shall use reasonable
efforts to perform or cause to be performed  the necessary  repairs  within such
time frame as may be reasonable under the  circumstances in order to restore the
affected  service to the  Premises.  In addition,  if any such  interruption  is
caused by a break or other  damage to any utility  line  located on the Property
and  controlled  by a  governmental,  private or public  utility,  Landlord will


                                       16
<PAGE>


cooperate with such utility so that the  interrupted  service is restored to the
Premises as soon as is  reasonably  possible.  Notwithstanding  the foregoing if
there is and interruption of a utility for a period of five (5) consecutive days
and such  interruption  was solely caused by Landlord's  gross  negligence  then
commencing  on the sixth (6) day,  rent shall be abated  until  such  service is
restored.

               (b)  Allocation  of Electric  Charges.  Tenant shall pay Tenant's
Electric  Share (as  hereinafter  defined) for the  electricity  provided to the
Premises.  For purposes of this Section,  "Tenant's  Electric Share" shall be an
amount equal to the fraction with Tenant's Agreed Rentable Area as the numerator
and the  amount  of  rentable  square  feet in the  Original  Premises  that are
occupied by tenants (including Tenant) from time to time. For example, if Tenant
is the only  occupant of the Original  Premises,  then Tenant's  Electric  Share
shall be 100%. For purposes of this Section,  if the Original  Premises is fully
occupied by tenants,  then the number of square feet in the denominator shall be
deemed to be 47,068 square feet.

               (c)  Electric  Consumption  Baseline.  If at any time  the  total
annual electrical  consumption for the Building exceeds the Consumption Baseline
(as hereinafter defined) by more than ten (10%) percent,  then Tenant shall have
the right to perform an  electrical  survey  (the  "Electrical  Survey")  of the
Building to determine  which  occupant(s)  are  responsible  for the increase in
consumption.  The Electrical Survey shall be performed by a qualified consultant
reasonably  acceptable to Landlord.  If the Electrical Survey  demonstrates that
Tenant's  electrical  consumption  is equal to or less than Tenant's  Electrical
Share of the Consumption Baseline then Tenant shall pay for its electric charges
based on the  Stipulated  Amount (as  hereinafter  defined).  For example if the
Consumption  Baseline is 1,000,000 kilowatt hours and Tenant's Electric Share is
sixty (60%) percent, then if Tenant's electrical consumption is calculated to be
600,000 kilowatt hours or less (according to the Electric Survey), then it shall
be entitled to pay Tenant's Electric Share based on the Stipulated  Amount.  For
purposes of this Article 6 the  "Stipulated  Amount"  shall be equal to Tenant's
Electric Share multiplied by the Consumption  Baseline. If the Electrical Survey
demonstrates  that  Tenant's  electrical  consumption  is greater than  Tenant's
Electric Share of the Consumption  Baseline,  then Tenant's Electric Share shall
be increased to equal the percentage of the total  consumption  attributable  to
Tenant's usage. In the event Tenant's electrical usage cannot be determined with
reasonable  certainty,  then Tenant shall  continue to pay  Tenant's  Electrical
Share of the total Building electrical consumption. For purposes of this Article
6, the  "Consumption  Baseline"  shall be  determined  as  follows.  At the time
Landlord enters into a lease with any third party tenant  (including the present
subtenant  occupying a portion of the  Premises)  for a portion of the  Original
Premises,  Landlord shall review the prior 12 to 24 months of Tenant's  electric
bills and make a  reasonable  determination  of the  Consumption  Baseline.  The
Consumption  Baseline shall approximate the amount of electricity which would be
typically consumed at the Original Premises in a twelve (12) month period if the
Original Premises were fully occupied.

     SECTION 6.2.  Landlord shall be under no obligation to provide any services
to the  Building  or  Premises,  except  that  Landlord  shall  provide  routine
maintenance  and  cleaning  in the Common  Areas and utility  service  lines and
hookups to the Building.

                                   ARTICLE 7
               MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS



                                       17
<PAGE>

     SECTION 7.1. LANDLORD'S  OBLIGATION TO MAINTAIN AND REPAIR:  Landlord shall
(subject to Section 8.1,  Section  8.4,  Article 9 and  Landlord's  rights under
Section 3.2, and except for ordinary wear and tear)  maintain load bearing walls
and  foundation  and repair or replace the roof of the Building  when  necessary
(with the cost of roof  repairs  an  Operating  Expense,  and  charged to Tenant
pursuant to Section 3.2.1. (b)). Landlord shall (subject to Section 8.1, Section
8.4, Article 9 and Landlord's rights under Section 3.2) maintain the heating and
air conditioning  systems and fixtures  servicing the Premises (with the cost of
all repairs and/or  replacement as an Operating  Expense,  and charged to Tenant
pursuant to Section 3.2.1. (b)).

     Except for maintaining  the structural  soundness of the load bearing walls
and  foundation  and the  roof of the  Building  located  within  the  Premises,
Landlord  shall not be required  to maintain or repair any other  portion of the
Premises.

     SECTION 7.2. TENANT'S OBLIGATIONS TO MAINTAIN AND REPAIR:

          7.2.1.  Tenant's Obligation:  Subject to Sections 7.1, 8.1 and 8.4 and
Article 9, Tenant shall, at Tenant's sole cost and expense,  and with Landlord's
supervision,  repair and, as  appropriate,  replace any damage or injury done to
the Premises caused by Tenant, Tenant's agents, employees,  licensees,  invitees
or visitors and shall otherwise keep and maintain in good condition,  appearance
and repair  (including  replacements),  the  Premises,  which  obligation  shall
include,  but not be limited to, the  maintenance,  repair and, as  appropriate,
replacement  of (a)  all  security,  fire  (including  fire  sprinkler),(b)  all
plumbing,  sewage,  mechanical and electrical  systems and fixtures  serving and
located  within the Premises,  and (c) all fixtures,  walls,  ceilings,  floors,
doors, overhead and dock loading doors, windows, plate glass, skylights,  lamps,
fans and all other appliances and equipment of every kind and nature located in,
upon or about the Premises.  TENANT SHALL  INDEMNIFY AND HOLD LANDLORD  HARMLESS
FROM ANY AND ALL COSTS,  EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), CLAIMS
AND CAUSES OF ACTION  ARISING FROM OR INCURRED BY AND/OR  ASSERTED IN CONNECTION
WITH ANY SUCH MAINTENANCE,  REPAIRS, REPLACEMENTS,  DAMAGE OR INJURY OR TENANT'S
BREACH OF ITS OBLIGATIONS  UNDER THIS SECTION 7.2. All repairs and  replacements
performed by or on behalf of Tenant shall be performed in a good and workmanlike
manner reasonably acceptable in all aspects to Landlord,  and in accordance with
Landlord's  standards  applicable to  alterations or  improvements  performed by
Tenant. Tenant shall continue to pay Rent, without abatement,  during any period
that repairs or replacements are performed or required to be performed by Tenant
under this Section 7.2.  Tenant shall make no repairs to or  penetrations of the
roof of the Premises without Landlord's consent.

          7.2.2. Rights of Landlord: Any maintenance, repairs or replacements to
be performed by Tenant under Section 7.2.1 above and any service which Tenant is
required  to provide  under  Section  6.1 above may,  upon  written  notice from
Landlord to Tenant,  be performed by Landlord  for  Tenant's  benefit,  in which


                                       18
<PAGE>

event Tenant  shall  reimburse  Landlord for all expenses and costs  incurred by
Landlord in performing  same plus an additional five percent (5%) of such amount
to compensate Landlord for Landlord's overhead and administrative costs relating
to such  work.  Landlord  shall  have the same  rights  with  respect to repairs
performed by Tenant as Landlord has with respect to improvements and alterations
performed by Tenant under  subsection  7.3.3.  In the event Tenant fails, in the
reasonable  judgment  of  Landlord,  to  maintain  the  Premises  in good order,
condition  and  repair,   or  otherwise   satisfy  its  repair  and  replacement
obligations  under  subsection  7.2.1 or fails to provide the services  required
under Section 6.1 above, and such failure  continues beyond a reasonable  period
of time after prior written  notice from the Landlord  specifying  the nature of
the repairs, Landlord shall have the right to perform such maintenance,  repairs
and  replacements  or provide such services,  at Tenant's sole cost and expense.
Tenant  shall pay to  Landlord on demand any such  expense  incurred by Landlord
plus an additional  five percent (5%) of such amount to compensate  Landlord for
Landlord's  overhead and  administrative  costs relating to such work,  together
with  interest  thereon at the rate  specified  in Section 16.9 from the date of
demand until paid.  All such amounts owing  pursuant to this Section 7.2.2 shall
be deemed Rent hereunder.

SECTION 7.3. IMPROVEMENTS AND ALTERATIONS:

          7.3.1.   Landlord's   Construction    Obligation:    Landlord's   sole
construction  obligation  under  this  Lease is as set forth in the Work  Letter
attached hereto as Exhibit D.

          7.3.2. Alteration of Building by Landlord: New Construction:  Landlord
hereby  reserves  the  right and at all times  shall  have the right to  repair,
change, redecorate,  alter, improve, modify, renovate, enclose or make additions
to any part of the  Property  (including  structural  elements  and load bearing
elements within the Premises),  to enclose and/or change the arrangement  and/or
location of driveways or parking areas or  landscaping  or other Common Areas of
the Property, and to construct new improvements on adjacent parcels of land, all
without having committed an actual or constructive  eviction of Tenant or breach
of the implied  warranty of  suitability  and without an  abatement of Rent (the
"Reserved  Right").  When  exercising  the  Reserved  Right,  Landlord  will use
reasonable  efforts to minimize  interference with Tenant's use and occupancy of
the Premises, and use reasonable efforts to maintain (1) same parking for Tenant
and its  employees,  agents and invites  and (2) safe  ingress and egress to and
from the Premises.

          7.3.3  Alterations,   Additions,  Imporvements  and  Installations  by
Tenant:  Tenant shall not,  without the prior written  consent of Landlord which
consent shall not be unreasonably make any changes, modifications,  alterations,
additions  or  imporvements  (other than  Tenant's  Improvements  under the Work
Letter) to, nor install any equipment or machinary  (other than office equipment
and  unattached   personal   property)  on,  the  Premises  (all  such  changes,
modifications,   alterations,   additions,   improvements  other  than  Tenant's
Improvements  under the Work Letter and  installations  approved by Landlord are
herein  collectively  referred to as  "Intallations")  if any such Installations
would (i) affect  structural  or load  bearing  portions of the  Premesis,  (ii)
result in a material  increase  of  electrical  usage  above the normal type and
amount of  electrical  current to be provided by  Landlord,  (iii)  result in an
increase of Tenant's usage of heating or air conditioning, (iv) adversely impact



                                       19
<PAGE>

mechanical,  electrical or plumbing systems in the Premises or the Building, (v)
affect areas of the Premises which can be viewed from Common Areas, (vi) require
greater or more difficult cleaning work (e.g., kitchens, reproduction rooms, and
interior  glass  partitions)  or (vii)  violate  any  provision  in Article 5 or
Exhibit B attached hereto. All Installations  shall be at Tenant's sole cost and
expense.  Without in any way  limiting  Landlord's  consent  rights,  Landlord's
consent shall be conditioned on (a)  Landlord approving the contractor or person
making such  Installations and approves such contractor's  insurance coverage to
be provided in connection with the work, (b) Landlord's  supervision of the work
unless  Landlord's  contractor  is used or Landlord  elects to do the work,  (c)
Landlord  approving final and complete plans and specifications for the work and
(d) the appropriate governmental agency, if any, having final and complete plans
and specifications for such work. All work performed by Tenant or its contractor
relating to the  Installations  shall conform to applicable  governmental  laws,
rules and regulations,  including, without limitation, the Disability Acts. Upon
completion  of the  Installations,  Tenant shall  deliver to Landlord "as built"
plans. All Installations  that constitute  improvements  constructed  within the
Premises  shall be  surrendered  with the Premises at the  expiration or earlier
termination  of this  Lease,  unless  Landlord  requests  that  same be  removed
pursuant to Section 2.3 of this Lease.  TENANT SHALL INDEMNIFY AND SAVE LANDLORD
HARMLESS FROM ANY AND ALL COSTS,  EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES
AND  COSTS),  DEMANDS,  CLAIMS,  CAUSES OF ACTION AND LIENS  ARISING  FROM OR IN
CONNECTION  WITH ANY  INSTALLATIONS  PERFORMED BY OR ON BEHALF OF TENANT  (other
than if performed by Landlord),  All Installations  performed by or on behalf of
Tenant will be performed diligently and in a first-class workmanlike manner, and
in compliance with all applicable laws, ordinances, regulations and rules of any
public  authority  having  jurisdiction  over the Building  and/or  Tenant's and
Landlord's  insurance  carriers.  Landlord  will  have  the  right,  but not the
obligation,  to inspect  periodically  the work on the  Premises and may require
changes in the method or quality of the work.

          7.3.4.  Approvals:  Any approval by Landlord (or Landlord's  architect
and/or  engineers) of any of Tenant's  contractors or Tenant's drawings or plans
or  specifications  which are prepared in connection  with any  construction  of
improvements  (including  without  limitation,  Tenant's  Improvements)  in  the
Premises shall not in any way be construed as or constitute a representation  or
warranty of Landlord as to the  abilities of the  contractor  or the adequacy or
sufficiency of such drawings,  plans or  specifications  or the  improvements to
which they relate, for any use, purpose or condition.


                                    ARTICLE 8

                          INSURANCE, FIRE AND CASUALTY

     SECTION 8.1. TOTAL OR PARTIAL  DESTRUCTION OF THE BUILDING OR THE PREMISES:
Tenant covenants and agrees to immediately give Landlord  telephonic and written
notice of any fire or other casualty affecting the Premises or the Building.  In
the  event  that the  Building  should  be  totally  destroyed  by fire or other
casualty  or in the event the  Building  (or any portion  thereof)  should be so
damaged that rebuilding or repairs cannot be completed, in Landlord's reasonable
opinion,  within two hundred seventy (270) days of Landlord's  becoming aware of
the applicable  fire or casualty,  either Landlord or Tenant may, at its option,
terminate this Lease, by written notice to the other, with Tenant's notice to be


                                       20
<PAGE>

given  within  twenty  (20)  days  after  being  advised  by  Landlord  that the
rebuilding or repairs cannot be completed within two hundred seventy (270) days.
In the event the  Building  or the  Premises  should be damaged by fire or other
casualty and, in Landlord's reasonable opinion, the rebuilding or repairs can be
completed  within two hundred  seventy (270) days of the date of the  applicable
fire or casualty,  or if the damage should be more serious but neither  Landlord
nor Tenant  elect to terminate  this Lease  pursuant to this  Section,  Landlord
shall,  within  sixty  (60)  days  after the date of  receipt  of notice of such
damage,  commence to rebuild or repair the Building and the Premises  (including
Tenant's  Improvements,  but only to the extent of insurance  proceeds  actually
received by Landlord for the repair of Tenant's Improvements),  and shall pursue
with  reasonable  diligence the repair and  restoration  of the Building and the
Premises to substantially the same condition which existed  immediately prior to
the  happening of the casualty,  except that  Landlord  shall not be required to
rebuild,  repair or  replace  any part of the  furniture,  equipment,  fixtures,
inventory,  supplies or any other personalty or any other  improvements  (except
Tenant's  Improvements,  but only to the extent of insurance  proceeds  actually
received by  Landlord  for the repair of  Tenant's  Improvements  which shall be
first utilized by Landlord  before any proceeds of Landlord's  insurance)  which
may have been placed by Tenant or other  tenants  within the  Building or at the
Premises.  Landlord shall allow Tenant a  proportionate  diminution of Base Rent
and Additional Rent as may be fair and reasonable under the circumstances during
any period of  reconstruction  or repair of the  Premises  due to an  occurrence
contemplated  in  this  Section  8.1.  Notwithstanding   Landlord's  restoration
obligation, in the event any mortgagee under a deed of trust, security agreement
or mortgage on the Building  should require that the insurance  proceeds be used
to  retire or reduce  the  mortgage  debt or if the  insurance  company  issuing
Landlord's fire and casualty  insurance  policy fails or refuses to pay Landlord
the proceeds under such policy,  Landlord have no obligation to rebuild and this
Lease shall terminate upon notice by Landlord to Tenant. Any insurance which may
be carried by Landlord or Tenant  against  loss or damage to the  Building or to
the Premises  shall be for the sole benefit of the party carrying such insurance
and under its sole  control.  Upon  termination  of the Lease  pursuant  to this
Section, Base Rent and Additional Rent shall be abated from the date of the fire
or casualty.


     SECTION 8.2. TENANT'S INSURANCE:

          8.2.1.  Types of Coverage:  Tenant  covenants and agrees that from and
after the date of delivery of the Premises from Landlord to Tenant,  Tenant will
carry and maintain, at its sole cost and expense, the insurance set forth below:


               (a) Liability  Insurance:  Commercial General Liability Insurance
covering the Premises  and Tenant's use thereof  against  claims for personal or
bodily  injury or  property  damage  occurring  upon,  in or about the  Premises
(including  contractual  indemnity and liability  coverage),  such  insurance to
insure  both  Tenant  and,  as  additional  named  insureds,  Landlord  and  its
subsidiaries,  directors,  agents and employees and the Property  Manager,  with
limits of not less than  $1,000,000.00  per occurrence and  $2,000,000.00 in the
aggregate,  combined  single  limit,  with  respect  to injury to any  number of
persons and all property  damage,  without a deductible.  If the Agreed Rentable
Area of the Premises is more than 20,000  square feet,  then, in addition to and
not in lieu  of the  above-stated  coverage,  Tenant  shall  carry  umbrella  or

                                       21
<PAGE>

so-called excess coverage in an amount not less than $1,000,000.00 over Tenant's
base coverage amount with no deductible. This insurance coverage shall extend to
any  liability  of Tenant  arising out of the  indemnities  provided for in this
Lease.

               (b)  Property  Insurance:  Property  insurance  on an  "all-risk"
coverage  basis covering all fixtures,  equipment and personalty  located in the
Premises,  in an  amount  not  less  than one  hundred  percent  (100%)  of full
replacement cost thereof, with a deductible not to exceed $1,000.00. Such policy
will be  written  in the  names  of  Tenant,  Landlord,  and any  other  parties
reasonably  designated  by  Landlord  from  time to time,  as  their  respective
interests may appear.

               (c)  Workers  Compensation   Insurance:   Worker's   compensation
insurance  or  any  equivalent  coverage  allowed  by law  including  Employer's
Liability  Insurance with limits in amounts not less than $500,000 per accident,
$500,000 per  individual,  and $500,000  per  policy-disease.  Said policy shall
insure  against and  satisfy  Tenant's  obligations  and  liabilities  under the
worker's compensation laws of the state where the Property is located.

               (d) Such other insurance as Landlord may reasonably  require from
time to time.

          8.2.2.  Other  Requirements  of Insurance:  All such insurance will be
issued and  underwritten  by companies with an A.M. Best rating of not less than
A-VIII  licensed to do  business in the state where the  Premises is located and
will contain endorsements that ( a) such insurance may not lapse with respect to
Landlord or Property  Manager or be canceled or amended with respect to Landlord
or Property  Manager without the insurance  company giving Landlord and Property
Manager at least thirty (30) days prior written notice of such  cancellation  or
amendment, (b) Tenant will be solely responsible for payment of premiums, (c) in
the event of payment of any loss covered by such policy,  Landlord or Landlord's
designees will be paid first by the insurance  company for  Landlord's  loss and
(d) Tenant's insurance is primary in the event of overlapping coverage which may
be carried by Landlord.

          8.2.3. Proof of Insurance:  Tenant shall deliver to Landlord duplicate
originals of certificates (policies at Landlord's request) of insurance required
by this Section 8.2 prior to the Commencement  Date and duly executed  originals
of binders of such insurance evidencing in-force coverage,  within ten (10) days
prior to the  commencement of construction  of Tenant's  Improvements.  Further,
Tenant  shall  deliver to Landlord  renewals  thereof at least  thirty (30) days
prior to the expiration of the respective policy terms.

     SECTION 8.3. LANDLORD'S INSURANCE:

          8.3.1. Types of Coverage:  Landlord covenants and agrees that from and
after the date of delivery of the  Premises  from  Landlord to Tenant,  Landlord
will carry and maintain the insurance set forth below:

               (a) Liability  Insurance:  Commercial General Liability Insurance
covering the Building and all Common Areas, insuring against claims for personal
or bodily injury or property damage  occurring upon, in or about the Building or
Common  Areas with  limits of not less than  $1,000,000.00  per  occurrence  and


                                       22
<PAGE>


$2,000,000.00 in the aggregate, combined single limit, with respect to injury to
any number of persons and property damage.  This insurance coverage shall extend
to any liability of Landlord arising out of the indemnities provided for in this
Lease.

               (b) Property  Insurance:  Landlord  shall at all times during the
term  hereof  maintain  in effect a policy or  policies  covering  the  Building
(excluding  property required to be insured by Tenant) on an "all risk" basis in
such amounts as Landlord may from time to time determine,  providing  protection
against perils included within the standard form of "all risk" insurance  policy
promulgated in the State where the Property is located,  and such other risks as
Landlord  may from  time to time  determine  and with  any such  deductibles  as
Landlord may from time to time determine.

          8.3.2. Self-Insurance:  Any insurance provided for in subsection 8.3.1
may be  effected  by  self-insurance  or by a  policy  or  policies  of  blanket
insurance covering additional items or locations or assureds,  provided that the
requirements of this Section 8.3 are otherwise  satisfied.  Tenant shall have no
rights in any policy or policies maintained by Landlord.

     SECTION 8.4. WAIVER OF SUBROGATION:

LANDLORD AND TENANT EACH HEREBY WAIVE ANY RIGHTS THEY MAY HAVE AGAINST THE OTHER
(INCLUDING,  BUT NOT LIMITED TO, A DIRECT  ACTION FOR DAMAGES) ON ACCOUNT OF ANY
LOSS OR DAMAGE  OCCASIONED TO LANDLORD OR TENANT, AS THE CASE MAY BE (WHETHER OR
NOT SUCH LOSS OR DAMAGE IS CAUSED BY THE  FAULT,  NEGLIGENCE  OR OTHER  TORTIOUS
CONDUCT,  ACTS OR OMISSIONS OF LANDLORD OR TENANT OR THEIR RESPECTIVE  OFFICERS,
DIRECTORS,  EMPLOYEES,  AGENTS OR INVITEES),  to their respective property,  the
Premises,  its contents or to any other  portion of the Building or the Property
arising from any risk covered by the current form of property insurance and fire
and extended coverage insurance promulgated by the applicable insurance board or
commission in the State where the Property is located and required to be carried
by Tenant and Landlord,  respectively  under subsections 8.2.1 and 8.3.1 of this
Lease.  If a party  waiving  rights under this Section is carrying an "all-risk"
coverage  insurance  policy in the promulgated  form used in the state where the
Property is located and an amendment to such  promulgated  form is passed,  such
amendment shall be deemed not a part of such  promulgated  form until it applies
to the policy being carried by the waiving  party.  The parties  hereto each, on
behalf of their respective  insurance  companies insuring the property of either
Landlord or Tenant against any such loss,  waive any right of  subrogation  that
Landlord or Tenant or their respective insurers may have against the other party
or their respective officers,  directors,  employees, agents or invitees and all
rights of their respective insurance companies based upon an assignment from its
insured.  Each  party to this  Lease  agrees  immediately  to give to each  such
insurance  company  written  notification  of the  terms of the  mutual  waivers
contained  in  this  Section,  and to  have  said  insurance  policies  properly
endorsed,  if necessary,  to prevent the invalidation of said insurance coverage
by reason of said waivers.  The foregoing  waiver shall be effective  whether or
not the parties maintain the required insurance.

     SECTION 8.5. INDEMNITY:


                                       23
<PAGE>



          8.5.1.  Tenant's  Indemnity:  TENANT COVENANTS AND AGREES TO INDEMNIFY
AND HOLD  LANDLORD,  PROPERTY  MANAGER  AND  THEIR  RESPECTIVE  PARTNERS,  TRUST
MANAGERS,  OFFICERS,  DIRECTORS,  EMPLOYEES AND AGENTS HARMLESS FROM ALL CLAIMS,
DEMANDS,  ACTIONS,  DAMAGES, LOSS, LIABILITIES,  JUDGMENTS,  COSTS AND EXPENSES,
INCLUDING  WITHOUT  LIMITATION,  ATTORNEYS' FEES AND COURT COSTS (EACH A "CLAIM"
AND  COLLECTIVELY  THE "CLAIMS")  WHICH (i) ARE SUFFERED BY,  RECOVERED  FROM OR
ASSERTED AGAINST  LANDLORD,  (ii) ARE NOT PAID BY INSURANCE CARRIED BY TENANT OR
LANDLORD  (WITHOUT IN ANY WAY AFFECTING THE REQUIREMENTS OF OR LANDLORD'S RIGHTS
UNDER  SECTION  8.2 AND (iii)  ARISE FROM OR IN  CONNECTION  WITH (a) THE USE OR
OCCUPANCY OF THE PREMISES AND/OR ANY ACCIDENT,  INJURY OR DAMAGE OCCURRING IN OR
AT THE PREMISES OR (b) ANY BREACH BY TENANT OF ANY REPRESENTATION OR COVENANT IN
THIS LEASE; PROVIDED,  HOWEVER, SUCH INDEMNIFICATION OF LANDLORD BY TENANT SHALL
NOT INCLUDE ANY CLAIM WAIVED BY LANDLORD UNDER SECTION 8.4 HEREOF,  ANY CLAIM TO
THE EXTENT  CAUSED BY THE  NEGLIGENCE  OR WILLFUL  MISCONDUCT OF LANDLORD OR ANY
CLAIM RELATING TO HAZARDOUS OR TOXIC  MATERIALS  EXCEPT TO THE EXTENT SUCH CLAIM
ARISES OUR OF A BREACH BY TENANT OF ANY OF THE PROVISIONS OF SUBSECTION 5.1.2.

          8.5.2.  Landlord's Indemnity:  LANDLORD WILL INDEMNIFY AND HOLD TENANT
AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ALL CLAIMS WHICH
ARE SUFFERED BY,  RECOVERED  FROM OR ASSERTED  AGAINST  TENANT AND WHICH ARE NOT
PAID BY PROCEEDS OF INSURANCE CARRIED BY LANDLORD OR TENANT AND WHICH ARISE FROM
OR IN  CONNECTION  WITH (a) THE USE OF THE COMMON  AREAS  AND/OR  ANY  ACCIDENT,
INJURY  OR  DAMAGE  OCCURRING  IN OR ON THE  COMMON  AREAS OR (b) ANY  BREACH BY
LANDLORD OF ANY  REPRESENTATION  OR COVENANT IN THIS LEASE;  PROVIDED,  HOWEVER,
SUCH INDEMNIFICATION OF TENANT BY LANDLORD SHALL NOT INCLUDE ANY CLAIM WAIVED BY
TENANT  UNDER  SECTION  8.4  HEREOF,  ANY  CLAIM  TO THE  EXTENT  CAUSED  BY THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF TENANT OR ANY CLAIM RELATING TO HAZARDOUS OR
TOXIC  MATERIALS  EXCEPT TO THE  EXTENT  SUCH  CLAIM  ARISES  OUT OF A BREACH BY
LANDLORD OF ANY OF THE PROVISIONS OF SUBSECTION 5.1.2.

                                   ARTICLE 9

                                  CONDEMNATION

     SECTION 9.1.  CONDEMNATION OF THE PROPERTY;  If the Property or any portion
thereof that, in Landlord's  reasonable  opinion,  is necessary to the continued
efficient  and/or  economically  feasible use of the Property  shall be taken or
condemned  in whole  or in part for  public  purposes,  or sold to a  condemning


                                       24
<PAGE>

authority in lieu of taking, then the term of this Lease shall, at the option of
Landlord upon written notice to Tenant, forthwith cease and terminate.

     SECTION  9.2.   CONDEMNATION  OF  PREMISES:   In  the  event  that  all  or
substantially all of the Premises are taken or condemned or sold in lieu thereof
or Tenant  will be unable to use a  substantial  portion of the  Premises  for a
period  exceeding  two hundred  seventy  (270)  consecutive  days by reason of a
temporary  taking,  either  Landlord  or  Tenant  may  terminate  this  Lease by
delivering  written  notice  thereof to the other within ten (10)  business days
after the taking, condemnation or sale in lieu thereof.

     SECTION  9.3.  CONDEMNATION  WITHOUT  TERMINATION:  If  upon  a  taking  or
condemnation  or  sale  in lieu of the  taking  of all or less  than  all of the
Property which gives either Landlord or Tenant the right to terminate this Lease
pursuant to Section 9.1 or 9.2 and neither Landlord nor Tenant elect to exercise
such termination right, then this Lease shall continue in full force and effect,
provided that, if the taking,  condemnation  or sale includes any portion of the
Premises  or  the  Building,   the  Base  Rent  and  Additional  Rent  shall  be
redetermined  on the basis of the remaining  square feet of Agreed Rentable Area
of the  Premises  or the  Building.  Landlord,  at  Landlord's  sole  option and
expense,  shall restore and reconstruct the Building to substantially its former
condition to the extent that the same may be reasonably feasible,  but such work
shall not be  required  to exceed  the  scope of the work  done by  Landlord  in
originally  constructing  the  Building,  nor  shall  Landlord  in any  event be
required to spend for such work in an amount in excess of the amount received by
Landlord  as  compensation  or damages  (in excess of  amounts  retained  by the
mortgagee  of the Property  relating to the property  taken) for the part of the
Building or the Premises so taken.

     SECTION 9.4. CONDEMNATION PROCEEDS: Landlord shall receive the entire award
(which shall  include  sales  proceeds)  payable as a result of a  condemnation,
taking or sale in lieu thereof.  Tenant hereby expressly assigns to Landlord any
and all right,  title and interest of Tenant now or hereafter  arising in and to
any such  award.  Tenant  shall,  however,  have the right to recover  from such
authority  through a separate award which does not reduce the Landlord's  award,
any compensation as may be awarded to Tenant on account of moving and relocation
expenses and depreciation to and removal of Tenant's  physical  property and for
any other expenditure of Tenant in connection with the Premises

                                   ARTICLE 10

                                     LIENS

Tenant  shall  keep the  Premises  free from all liens  arising  out of any work
performed,  materials  furnished  or  obligations  incurred by or for Tenant and
TENANT  SHALL  INDEMNIFY  AND HOLD  LANDLORD  HARMLESS  FROM ANY AND ALL CLAIMS,
CAUSES OF ACTION,  DAMAGES,  EXPENSES (INCLUDING  REASONABLE  ATTORNEYS' FEE AND
COSTS),  ARISING FROM OR IN  CONNECTION  WITH ANY SUCH LIENS.  In the event that
Tenant shall not,  within ten (10) days following  notification to Tenant of the
imposition of any such lien,  cause the same to be released of record by payment
or the posting of a bond in amount,  form and substance  acceptable to Landlord,


                                       25
<PAGE>

Landlord  shall have, in addition to all other remedies  provided  herein and by
law, the right but not the obligation,  to cause the same to be released by such
means as it shall deem proper, including payment of or defense against the claim
giving rise to such lien. All amounts paid or incurred by Landlord in connection
therewith  shall be paid by Tenant to Landlord on demand and shall bear interest
from the date of  demand  until  paid at the rate  set  forth in  Section  16.9.
Nothing in this Lease shall be deemed or  construed  in any way as  constituting
the  consent  or request  of  Landlord,  express or  implied,  by  inference  or
otherwise,  to any  contractor,  subcontractor,  laborer or materialman  for the
performance  of any labor or the  furnishing  of any  materials for any specific
improvement,  alteration  or repair of or to the Building or the Premises or any
part thereof, nor as giving Tenant any right, power or authority to contract for
or permit the rendering of any services or the  furnishing of any materials that
would give rise to the  filing of any  mechanic's  or other  liens  against  the
interest of Landlord in the Property or the Premises.

                                   ARTICLE 11

                           TAXES ON TENANT'S PROPERTY

Tenant shall be liable for and shall pay,  prior to their  becoming  delinquent,
any and all taxes and  assessments  levied  against,  and any  increases in Real
Estate  Taxes as a result of, any personal  property or trade or other  fixtures
placed  by  Tenant  in or about the  Premises  and any  improvements  (excluding
Tenant's Improvements) constructed in the Premises by or on behalf of Tenant. In
the event Landlord,  at its sole election,  pays any such  additional  taxes, or
increases,  Tenant will, within ten (10) days after demand,  reimburse  Landlord
for the amount  thereof.  Such amounts shall bear interest from the date paid by
Landlord until reimbursed by Tenant at the rate set forth in Section 16.9.


                                   ARTICLE 12

                            SUBLETTING AND ASSIGNING

     SECTION 12.1. SUBLEASE AND ASSIGNMENT:  Tenant shall not assign this Lease,
or  allow  it to be  assigned,  in whole  or in  part,  by  operation  of law or
otherwise  (it being  agreed that for purposes of this Lease,  assignment  shall
include,  without  limitation  the  transfer  of a majority  interest  of stock,
partnership or other forms of ownership  interests,  merger or  dissolution)  or
mortgage  or pledge the same,  or sublet  the  Premises  or any part  thereof or
permit  the  Premises  to be  occupied  by  any  firm,  person,  partnership  or
corporation or any  combination  thereof,  other than Tenant,  without the prior
written consent of Landlord. which consent shall not be unreasonably withheld or
delayed.  Tenant agrees that  Landlord's  failure to consent shall not be deemed
reasonable  if, in  Landlord's  opinion,  among other  things:  (i) Tenant is in
default under this Lease; (ii) the proposed sublease or assignment would tend to
result in the violation of any applicable  law,  ordinance or regulation;  (iii)
the nature of the  business of any  assignee,  sublessee  or  transferee  (a) is
inconsistent  with any other  tenant  leases now or  hereafter  entered  into by
Landlord  containing  provisions  against Landlord leasing space in the Building
for certain uses, or (b) may have an adverse impact upon the manner in which the
Building is operated or with the reputation of the Building;  (iv) the character
of the assignee,  sublessee or transferee  may have any adverse  impact upon the
reputation of the  Building;  (v) the  sublessee,  assignee or transferee is not


                                       26
<PAGE>

sufficiently  financially  responsible  to  perform  its  obligations  under the
proposed sublease or assignment; (vi) the assignee,  sublessee or transferee (a)
is a tenant or occupant in the Building, (b) is a governmental entity; or (c) is
any  entity  with  whom  Landlord  is  currently  negotiating  for  space in the
Building, even though in any of the foregoing circumstances (1) through (vi) the
potential assignee, sublessee or transferee may have a good credit rating. In no
event shall any  assignment or sublease ever release  Tenant from any obligation
or liability hereunder.  No assignee or sublessee of the Premises or any portion
thereof may assign or sublet the  Premises or any  portion  thereof.  Consent by
Landlord to one or more assignments or sublettings shall not operate as a waiver
of Landlord's rights as to any subsequent  assignments and/or  sublettings.  All
reasonable  legal fees and expenses  incurred by Landlord in connection with any
assignment or sublease  proposed by Tenant will be the  responsibility of Tenant
and will be paid by Tenant within twenty (20) days of receipt of an invoice from
Landlord.  In addition,  Tenant will pay to Landlord an administrative  overhead
fee of not more than  $500.00  in  consideration  for  Landlord's  review of any
requested assignment or sublease.

     SECTION 12.2. LANDLORD'S RIGHTS RELATING TO ASSIGNEE OR SUBTENANT:  If this
Lease or any part  hereof is assigned  or the  Premises or any part  thereof are
sublet,  Landlord  may at its option  collect  directly  from such  assignee  or
sublessee all rents becoming due to Tenant under such assignment or sublease and
apply such rent  against  any sums due to  Landlord  by Tenant  hereunder,  with
Landlord  retaining any excess rent {in excess of Rent Due under this Lease plus
out of pocket  costs  actually  incurred  by Tenant in making the  transfer  for
Landlord's sole benefit.  Tenant hereby authorizes and directs any such assignee
or sublessee to make such  payments of rent directly to Landlord upon receipt of
notice  from  Landlord,  and Tenant  agrees  that any such  payments  made by an
assignee or sublessee to Landlord  shall, to the extent of the payments so made,
be a full and  complete  release  and  discharge  of rent owed to Tenant by such
assignee or sublessee.  No direct  collection by Landlord from any such assignee
or sublessee  shall be construed to constitute a novation or a release of Tenant
or any  guarantor  of Tenant from the  further  performance  of its  obligations
hereunder.  Receipt by Landlord of rent from any assignee, sublessee or occupant
of the  Premises or any part  thereof  shall not be deemed a waiver of the above
covenant in this Lease against  assignment and subletting or a release of Tenant
under this Lease. In the event that, following an assignment or subletting, this
Lease or the rights and  obligations of Tenant  hereunder are terminated for any
reason, including without limitation in connection with default by or bankruptcy
of Tenant  (which,  for the purposes of this  Section  12.2,  shall  include all
persons or entities  claiming by or through  Tenant),  Landlord may, at its sole
option,  consider  this Lease to be thereafter a direct lease to the assignee or
subtenant of Tenant upon the terms and conditions contained in this Lease.

                                   ARTICLE 13


                SUBORDINATION AND TENANT'S ESTOPPEL CERTIFICATE

     SECTION 13.1. SALE OF THE PROPERTY: In the event of a sale or conveyance by
Landlord of the Property,  the same shall  operate to release  Landlord from any
and all liability under this Lease arising after the date of such sale, provided


                                       27
<PAGE>

that if a  Security  Deposit  has been  paid by  Tenant,  Landlord  shall not be
released  from  liability  with respect  thereto  unless  Landlord  transfers or
credits the Security Deposit to the applicable purchaser.

     SECTION 13.2.  SUBORDINATION,  ATTORNMENT AND NOTICE: This Lease is subject
and subordinate to any lease wherein  Landlord is the tenant and to the liens of
any and all  mortgages  or deeds of trust,  regardless  of whether  such  lease,
mortgages or deeds of trust now exist or may hereafter be created with regard to
all or any  part  of the  Property,  and to any  and  all  advances  to be  made
thereunder, and to the interest thereon, and all modifications,  consolidations,
renewals,  replacements  and  extensions  thereof.  Tenant  also agrees that any
lessor,  mortgagee or trustee may elect (which  election  shall be revocable) to
have this Lease  superior to any lease or lien of its mortgage or deed of trust,
and in the  event  of such  election  and  upon  notification  by  such  lessor,
mortgagee or trustee to that effect,  this Lease shall be deemed superior to the
said lease,  mortgage or deed of trust,  whether this Lease is dated prior to or
subsequent to the date of said lease,  mortgage or deed of trust.  Tenant shall,
in the event of the sale or assignment  of  Landlord's  interest in the Premises
(except  in a  sale-leaseback  financing  transaction),  or in  the  event  of a
termination  of any  lease in a  sale-leaseback  financing  transaction  wherein
Landlord is the lessee,  attorn to and  recognize  such  purchaser,  assignee or
mortgagee  as  Landlord  under this  Lease.  Tenant  shall,  in the event of any
proceedings  brought for the  foreclosure of, or in the event of the exercise of
the power of sale under,  any mortgage or deed of trust  covering the  Premises,
attorn to and recognize purchaser at such sale, assignee,  or mortgagee,  as the
case may be, as Landlord under this Lease.  Tenant shall not seek to enforce any
remedy  it may  have for any  default  on the part of  Landlord  without  giving
written  notice  specifying  the  default in  reasonable  detail to any  lessor,
mortgagee or trustee whose address has been  delivered to Tenant,  and affording
such lessor,  mortgagee or trustee a reasonable  opportunity  to perform  and/or
cure  Landlord's  default.  Tenant  further  agrees that any lessor,  mortgagee,
trustee  or  purchaser  at  foreclosure  shall  not be  liable  for any  acts of
Landlord,  shall not be liable for the Security Deposit if not actually received
by any such party,  be bound by any  amendment of this Lease to which it did not
consent in writing or be  obligated to  recognize  Tenant's  payment of any Rent
which is paid to Landlord more than thirty (30) days in advance of its due date.
The above  subordination and attornment  clauses shall be self-operative  and no
further  instruments  of  subordination  or  attornment  need be required by any
mortgagee,  trustee,  lessor,  purchaser or assignee.  In confirmation  thereof,
Tenant agrees that, upon the request of Landlord, or any such lessor, mortgagee,
trustee,  purchaser  or  assignee,  Tenant  shall  execute and deliver  whatever
instruments  may be required  for such  purposes  and to carry out the intent of
this  Section  13.2.  Notwithstanding  the  foregoing,   Tenant's  agreement  to
Subordinate  and/or  attorn  is  expressly  conditioned  on any  such  mortgagee
agreement not to disturb this Lease provided Tenant's not in default.

     SECTION 13.3. TENANT'S ESTOPPEL CERTIFICATE:  Tenant shall, within ten (10)
days of the  receipt of a request of  Landlord  or any  mortgagee  of  Landlord,
without additional consideration, deliver an estoppel certificate, consisting of
reasonable  statements  required by Landlord,  any mortgagee or purchaser of any
interest in the Property,  which statements may include but shall not be limited
to the following:  to Tenant's  knowledge:  the commencement date of this Lease;
the amount of any security deposit; that this Lease is in full force and effect,
with rental paid through the current date specified by Tenant and that Tenant is
not in default;  that this Lease has not been modified or amended; that Landlord
is not in default and has fully performed all of its obligations  hereunder.  If
Tenant  is  unable  to make  any of the  statements  contained  in the  estoppel




                                       28
<PAGE>

certificate because the same is untrue,  Tenant shall with specificity state the
reason why such statement is untrue.  Tenant shall,  if requested by Landlord or
any such  mortgagee,  deliver to Landlord a fully  executed  instrument  in form
reasonably  satisfactory  to Landlord  evidencing the agreement of Tenant to the
mortgage  or  other  hypothecation  by  Landlord  of the  interest  of  Landlord
hereunder.

                                   ARTICLE 14

                                     DEFAULT


     SECTION  14.1.  DEFAULTS  BY TENANT:  The  occurrence  of any of the events
described in subsections  14.1.1  through 14.1.7 shall  constitute a default and
breach of this Lease by Tenant.

          14.1.1.  Failure to Pay Rent:  Any failure by Tenant to pay Rent or to
make any other  payment  required  to be made by Tenant  hereunder  when due, no
notice being required for default in payment of Rent.

          14.1.2.  Failure to Perform:  Except for failure covered by subsection
14.1.1 or 14.1.3,  any failure by Tenant to observe and perform any provision of
this Lease to be observed or performed  by Tenant  where such failure  continues
for fifteen  (15) days after  written  notice to Tenant,  provided  that if such
failure cannot be cured within said fifteen (15) day period, Tenant shall not be
in default  hereunder so long as Tenant  commences  curative  action within such
fifteen  (15) day period,  diligently  and  continuously  pursues  the  curative
action, and fully and completely cures the failure within thirty (30) days after
such written notice to Tenant.

          14.1.3.  Continual Failure to Perform:  The third failure by Tenant to
perform  and  observe a  particular  provision  of this Lease to be  observed or
performed by Tenant (other than the failure to pay Rent,  which in all instances
will be covered by subsection  14.1.1),  no notice or cure period being required
or afforded for any such third failure.

          14.1.4  Bankruptcy,  Insolvency,  Etc:  Tenant  or  any  Guarantor  of
Tenant's obligations hereunder,  cannot meet its obligations as they become due;
or is declared  insolvent  according to any law; or an assignment of Tenant's or
Guarantor's  property  is made for the  benefit of  creditors;  or a receiver or
trustee is appointed for Tenant or Guarantor under this Lease is levied on under
execution or under other legal  process;  or any petition is filed by or against
Tenant or  Guarantor  to declare  Tenant or  Guarantor's  bankrupt  or to delay,
reduce or modify Tenant's or Guarantor's  debts or obligations;  or any petition
is filed or oter action taken to  reorganize or modify  Tenant's or  Guarantor's
capital structure if either Tenant or Guarantor be a corporation or other entity
(provided that no such levy, execution,  legal process or petition filed against
Tenant  or  Guarantor  shall  constitute  a breach  of this  Lease if  Tenant or
Guarantor shall vigorously contest the same by appropriate proceedings and shall
remove or vacate the same within sixty (60) days from the date of its  creation,
service or filing).


          14.1.5.  Abandonment:  Vacation:  The  abandonment  of the Premises by
Tenant,  or the vacating of the Premises by Tenant,  which shall be conclusively
presumed if Tenant is absent from the Premises for ten (10)  consecutive days or


                                       29
<PAGE>

more or if Tenant  shall fail to move into or take  possession  of the  Premises
within ten (10) days after the date on which Rent is to commence under the terms
of this  Lease  provided  the  Tenant  shall not be in default so long as it (i)
continues to a rent and all other sums due  hereunder  and (ii) pays any and all
costs  or  increase  in costs  caused  by its  abandonment  or  vacation  of the
Premises.

          14.1.6. Loss of Right to do Business:  If Tenant fails to maintain its
right to do business  in the state in which the  Property is located or fails to
pay any applicable  annual franchise or other applicable taxes or assessments as
and when the same become finally due and payable.

          14.1.7. Dissolution or Liquidation:  Tenant dissolves or liquidates or
otherwise  fails  to  maintain  its  corporate  or  partnership  structure,   as
applicable.

     SECTION 14.2.  REMEDIES OF LANDLORD:  Upon the occurrence of any default by
tenant specified in Section 14.1,  Landlord,  at its option,  may in addition to
all other rights and remedies  provided herein or at law or in equity,  exercise
one or more of the remedies set forth in subsections 14.2.1, 14.2.2 or 14.2.3.

          14.2.1.  Termination  of the Lease:  Upon the  occurrence of a default
hereunder, Landlord may terminate this Lease and Tenant's right of possession of
the  Premises  by  giving  written  notice  thereof  to  Tenant  (whereupon  all
obligations and liabilities of Landlord  hereunder shall terminate) and, without
further notice and without liability,  repossess the Premises. Landlord shall be
entitled  to recover all loss and damage  Landlord  may suffer by reason of such
termination,  whether  through  inability to relet the Premises on  satisfactory
terms  or  otherwise,  including  without  limitation,  the  following  (without
duplication of any element of damages):

               (a) accrued  Rent to the date of  termination  and Late  Charges,
plus interest thereon at the rate  established  under Section 16.9 from the date
due  through  the date  paid or date of any  judgment  or award by any  court of
competent jurisdiction, the unamortized cost of Tenant's Improvements,  brokers'
fees and commissions,  attorneys' fees, moving  allowances,  and any other costs
incurred by Landlord in connection with making or executing this Lease, the cost
of recovering  the Premises and the costs of reletting  the Premises  (including
without  limitation  advertising  costs,  brokerage fees,  leasing  commissions,
reasonable  attorneys' fees, and refurbishing  costs and other costs in readying
the Premises for a new tenant); and

               (b)  the  present  value  of the  Rent  (discounted  at a rate of
interest  equal to six percent (6%) per annum (the  "Discount  Rate") that would
have  accrued  under this  Lease for the  balance of the Lease term but for such
termination,  reduced by the reasonable fair market rental value of the Premises
for such  balance of the Lease term  (determined  from the present  value of the
actual base rents,  discounted at the Discount Rate, received and to be received
from Landlord's reletting of the Premises or, if the Premises are not relet, the
base rents,  discounted  at the  Discount  Rate,  that would be received  from a
comparable  lease and  comparable  tenant for a comparable  term and taking into
account among other things, the condition of the Premises, market conditions and
the period of time the Premises may reasonably  remain vacant before Landlord is
able to re-lease the same to a suitable replacement tenant, it being agreed that


                                       30
<PAGE>

Landlord  shall have no  obligation  to relet or  attempt to relet the  Premises
except as otherwise required by law); and

               (c) any other costs or amounts  necessary to compensate  Landlord
for its damages.


          14.2.2.  Repossession  and Re-Entry:  Upon the occurrence of a default
hereunder,   Landlord  may,  without  judicial  process,  immediately  terminate
Tenant's  right of possession of the Premises  (whereupon  all  obligations  and
liability of Landlord hereunder shall terminate),  but not terminate this Lease,
and,  without notice,  demand or liability,  enter upon the Premises or any part
thereof,  take absolute  possession of the same,  expel or remove Tenant and any
other  person or entity who may be  occupying  the Premises and change the locks
and other security systems.  If Landlord  terminates  Tenant's possession of the
Premises  under this  subsection  14.2.2,  (i) Landlord shall have no obligation
whatsoever  to tender to Tenant a key or other  form of access for the new locks
and other security systems installed in the Premises,  (ii) Tenant shall have no
further right to possession of the Premises,  and (iii)  Landlord  shall have no
obligation  whatsoever to relet or attempt to relet the Premises.  Landlord may,
however,  at its sole option  relet the  Premises  or any part  thereof for such
terms and such rents as Landlord may in its sole  discretion  elect. If Landlord
elects to relet the  Premises,  rent  received by Landlord  from such  reletting
shall be applied first, to the payment of any  indebtedness  other than Rent due
hereunder from Tenant to Landlord (in such order as Landlord  shall  designate),
second,  to the payment of any  reasonable  cost of such  reletting,  including,
without limitation,  refurbishing costs, reasonable attorneys' fees, advertising
costs, brokerage fees and leasing commissions, and third, to the payment of Rent
due and unpaid hereunder (in such order a Landlord shall designate),  and Tenant
shall satisfy and pay to Landlord any deficiency  upon demand therefor from time
to time.  Landlord  shall not be  responsible or liable for any failure to relet
the Premises or any part thereof or for any failure to collect any rent due upon
any such reletting.  No such re-entry or taking of possession of the Premises by
Landlord shall be construed as an election on Landlord's  part to terminate this
Lease unless a written notice of such termination is given to Tenant pursuant to
subsection  14.2.1. If Landlord relets the Premises,  either before or after the
termination  of this Lease,  all such rentals  received from such lease shall be
and remain the exclusive  property of Landlord,  and Tenant shall not be, at any
time,  entitled to recover  any such  rental.  Landlord  may at any time after a
reletting  elect to terminate  this Lease.  To the maximum  extent  permitted by
applicable  laws,  Landlord is under no  obligation  to mitigate  its damages by
reletting the Premises,  and Tenant hereby waives any requirement of Landlord to
mitigate  its  damages by  reletting  the  Premises.  In the event  Landlord  is
required,  by Law, to mitigate its damages,  Tenant agrees and acknowledges that
the  following  actions  of  the  Landlord  constitute  "objectively  reasonable
efforts:"

               (a) within  forty-five  (45) days after Tenant no longer occupies
the Premises,  placing a "For Lease" sign at the Premises;  placing the Premises
on Landlord's  inventory of available space, if any; making Landlord's inventory
available  to area  brokers;  advertising  the  Premises for lease in a suitable
trade journal;  and showing the Premises to  prospective  tenants who request to
see it.

          14.2.3. Cure of Default: Landlord may enter upon the Premises, without
having any liability therefore,  and do whatever Tenant is obligated to do under
the terms of this Lease and Tenant  agrees to  reimburse  Landlord on demand for


                                       31
<PAGE>

any expenses  which  Landlord may incur in effecting  compliance  with  Tenant's
obligations  under this Lease and Tenant  further agrees that Landlord shall not
be liable for any damages  resulting to Tenant from such action,  UNLESS  SOLELY
CAUSED BY THE GROSS NEGLIGENCE QB WILLFUL MISCONDUCT OF LANDLORD.

          14.2.4. Continuing Obligations: No repossession of or re-entering upon
the Premises or any part thereof pursuant to subsection 14.2.2 or 14.2.3 of this
Section or  otherwise  and no  reletting  of the  Premises  or any part  thereof
pursuant to  subsection  14.2.2  shall  relieve  Tenant or any  Guarantor of its
liabilities  and  obligations  hereunder,   all  of  which  shall  survive  such
repossession  or  re-entering.  In the  event  of any  such  repossession  of or
re-entering upon the Premises or any part thereof by reason of the occurrence of
a default,  Tenant will  continue to pay to Landlord Rent required to be paid by
Tenant.

          14.2.5.  Cumulative Remedies: No right or remedy herein conferred upon
or  reserved to  Landlord  is  intended  to be  exclusive  of any other right or
remedy,  and each and every right and remedy shall be cumulative and in addition
to any other right or remedy given hereunder or now or hereafter existing at law
or in equity or by statute.  In addition to the other remedies  provided in this
Lease, Landlord shall be entitled, to the extent permitted by applicable law, to
injunctive  relief  in  case  of  the  violation,  or  attempted  or  threatened
violation, of any of the covenants,  agreements conditions or provisions of this
Lease,  or  to  a  decree  compelling  performance  of  any  of  the  covenants,
agreements,  conditions  or  provisions  of this Lease,  or to any other  remedy
allowed to Landlord at law or in equity.

     SECTION 14.3. DEFAULTS BY LANDLORD: Landlord shall be in default under this
Lease if Landlord  fails to perform any of its  obligations  hereunder  and said
failure continues for a period of thirty (30) days after Tenant delivers written
notice  thereof to Landlord (to each of the addresses  required by this Section)
and each  mortgagee who has a lien against any portion of the Property and whose
name and address  has been  provided to Tenant,  provided  that if such  failure
cannot  reasonably be cured within said thirty (30) day period,  Landlord  shall
not be in default  hereunder  if the curative  action is  commenced  within said
thirty (30) day period and is thereafter  diligently  pursued until cured. In no
event  shall (i) Tenant  claim a  constructive  or actual  eviction  or that the
Premises  have become  unsuitable  hereunder  or (ii) a  constructive  or actual
eviction or breach of the  implied  warranty  of  suitability  be deemed to have
occurred  under  this  Lease,  prior to the  expiration  of the  notice and cure
periods  provided under this Section 14.3. Any notice of a failure to perform by
Landlord  shall be sent to Landlord at the addresses and to the attention of the
parties set forth in Item 14 of Article 1. Any notice of a failure to perform by
Landlord not sent to Landlord at all  addresses  and/or to the  attention of all
parties  required  under this Section and to each  mortgagee  who is entitled to
notice or not sent in compliance with Article 15 shall be of no force or effect.


     SECTION 14.4. LANDLORD'S LIABILITY:

          14.4.1.  Limitations  of  Recourse:  Tenant is granted no  contractual
right of termination by this Lease,  except to the extent and only to the extent
set forth in Sections 8.1 and 9.2, or in any Rider which may be attached hereto.
If Tenant shall recover a money judgment against  Landlord,  such judgment shall
be  satisfied  only out of the right,  title and  interest  of  Landlord  in the


                                       32
<PAGE>

Property as the same may then be encumbered  and Landlord,  its trust  managers,
partners,  officers,  employees  and  shareholders  shall not be liable  for any
deficiency or other  property of Landlord be levied for  execution.  In no event
shall  Landlord  be liable to Tenant for  consequential  or  special  damages by
reason  of a  failure  to  perform  (or a  default)  by  Landlord  hereunder  or
otherwise.

          14.4.2. Limitations on Landlord's Liability: Unless covered by Section
8.5.2, Landlord shall not be liable to Tenant for any claims, actions,  demands,
costs,  expenses or damage or  liability  of any kind  arising from (i) the use,
occupancy  or  enjoyment  of the  Premises  by Tenant or any  person  therein or
holding  under  Tenant or by or through  the acts or  omissions  of any of their
respective employees,  officers,  agents,  invitees, or contractors;  (ii) fire,
explosion,  falling  sheetrock,  gas,  electricity,  water,  rain,  or snow,  or
dampness or leaks in any part of the  Premises,  (iii) the pipes,  appliances or
plumbing works or from heating,  ventilation or air conditioning equipment,  the
roof,  street,  or  subsurface,  or (iv)  tenants or any  persons  either in the
Premises or elsewhere in the Building (other than Common Areas), or by occupants
of Property adjacent to the Building or Common Areas, or by the public or by the
construction of any private,  public,  or  quasi-public  work. In no event shall
Landlord  be liable to Tenant for any loss of or damage to property of Tenant or
of  others  located  in the  Premises  or the  Building  by  reason  of theft or
burglary.

                                   ARTICLE 15

                                     NOTICES

Any notice  required or permitted in this Lease shall be given in writing,  sent
by (a) personal  delivery,  or (b) Federal Express or similar  overnight carrier
with proof of delivery, or (c) United States mail, postage prepaid, addressed as
provided  in Item 14 of  Article 1 and  Section  14.3  hereof,  or to such other
address or to the  attention  of such other person as shall be  designated  from
time to time in writing by the applicable party and sent in accordance herewith.
Notice  also  may be  given  by telex  or fax,  provided  each  transmission  is
confirmed  (and such  confirmation  is  supported  by  documented  evidence)  as
received and further provided a telex or fax number,  as the case may be, is set
forth in Item 14 of Article 1. Any such notice or communication  shall be deemed
to have been given either at the time of receipt of personal delivery or, in the
case of overnight  courier  service or mail,  as of the date of first  attempted
delivery  at the address and in the manner  provided  herein,  or in the case of
telegram or telex or fax, upon receipt.

                                   ARTICLE 16

                            MISCELLANEOUS PROVISIONS

     SECTION  16.1.  BUILDING  NAME AND ADDRESS:  Tenant shall not,  without the
prior written consent of Landlord,  use the name of the Building for any purpose
other  than as the  address of the  business  to be  conducted  by Tenant in the
Premises,  and in no event shall Tenant  acquire any rights in or to such names.
Landlord shall have the right at any time to change the name,  number,  address,
or designation by which the Building is known.

     SECTION 16.2.  SIGNAGE:  Tenant shall not without the prior written consent
of Landlord erect, inscribe,  paint, affix or display anything or other insignia
upon  any  part of the  Property  or any  portion  of the  Premises  other  than


                                       33
<PAGE>

customary  and usual  artwork.  diplomas.  etc.  Without in any way limiting the
foregoing,  any signs erected by Tenant shall  conform to all laws,  ordinances,
statutes,  rules,  regulations or other  governmental or  quasi-governmental  or
restrictive  covenant  requirements  and standard signage criteria that Landlord
has  prescribed  for the  Property.  Once  approved by  Landlord  and erected by
Tenant,  Tenant shall keep and maintain such signs in good repair and remove the
same and restore the Premises (and/or Property) prior to the Expiration Date (as
set forth in Item 5 of Article 1) to their original condition.

     SECTION  16.3.  NO  WAIVER:  No  waiver  by  Landlord  or by  Tenant of any
provision  of this Lease  shall be deemed to be a waiver by either  party of any
other  provision of this Lease. No waiver by Landlord or Tenant of any breach by
the other shall be deemed a waiver of any subsequent breach by such party of the
same or any other provision.  The failure of Landlord or Tenant to insist at any
time upon the strict performance of any covenant or agreement or to exercise any
option, right, power or remedy contained in this Lease shall not be construed as
a waiver or a  relinquishment  thereof  for the future.  Landlord's  or Tenant's
consent to or approval of any act by the other party requiring the other party's
consent or  approval  shall not be deemed to render  unnecessary  the  obtaining
consent to or approval of any subsequent act of the other party. No act or thing
done by Landlord  or  Landlord's  agents  during the term of this Lease shall be
deemed an  acceptance  of a surrender  of the  Premises,  unless done in writing
signed by Landlord.  The delivery of the keys or access cards to any employee or
agent  of  Landlord  shall  not  operate  as a  termination  of this  Lease or a
surrender of the Premises.  The  acceptance of any Rent by Landlord  following a
breach of this Lease by Tenant shall not constitute a waiver by Landlord of such
breach or any other breach.  No waiver by Landlord or Tenant of any provision of
this Lease shall be deemed to have been made  unless  such  waiver is  expressly
stated in writing signed by the waiving  party.  No payment by Tenant or receipt
by Landlord of a lesser  amount than the monthly  installment  of Rent due under
this Lease shall be deemed to be other than on account of the earliest  Rent due
hereunder,  nor shall any  endorsement  or  statement on any check or any letter
accompanying  any check or payment as Rent 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 Rent or pursue any other  remedy  which may
be available to Landlord.

     SECTION 16.4. APPLICABLE LAW: This Lease shall be governed by and construed
in  accordance  with  the laws of the  state  where  the  Property  is  located.
Furthermore, this Lease shall not be construed against either party more or less
favorably by reason of authorship or origin of language.

     SECTION 16.5. SUCCESSORS AND ASSIGNS:  Subject to Article 12 hereof, all of
the covenants, conditions and provisions of this Lease shall be binding upon and
shall  inure to the benefit of the parties  hereto and their  respective  heirs,
personal representative, successors and assigns.

     SECTION 16.6. BROKERS: Tenant warrants that it has had no dealings with any
real estate broker or agent in connection  with the  negotiation  of this Lease,
excepting only the broker named in Item 11 of Article 1, and that it knows of no
other real estate brokers or agents who are or might be entitled to a commission
in  connection  with this Lease.  TENANT  AGREES TO INDEMNIFY  AND HOLD HARMLESS
LANDLORD FROM AND AGAINST ANY LIABILITY OR CLAIM,  WHETHER  MERITORIOUS  OR NOT,


                                       34
<PAGE>

ARISING IN RESPECT TO BORKERS AND/OR AGENTS NOT SO NAMES. Landlord warrants that
it has had not dealings with any real estate broker or agent in connection  with
the  negotiation  of this Lease,  excepting  only the broker named in Item 10 of
Article 1, and that it knows of no other real  estate  brokers or agents who are
or might be entitled to a  commission  in  connection  with the Lease.  LANDLORD
AGREES TO INDEMNIFY  AND HOLD HARLESS  TENANT FROM AND AGAINST ANY  LIABILITY OR
CLAIM,  AND/OR  AGENTS NOT SO NAMED.  Landlord has agreed to pay the fees of the
brokers  (but  only the  brokers)  named in Items 10 and 11 of  Article 1 to the
extent that  Landlord  has agreed to pursuant to a written  agreement  with such
brokers.

     SECTION  16.7.  SEVERABILITY:  If  any  provision  of  this  Lease  or  the
application  thereof  to  any  person  or  circumstances  shall  be  invalid  or
unenforceable to any extent, the application of such provisions to other persons
or  circumstances  and the remainder of this Lease shall not be affected thereby
and shall be enforced to the greatest extent permitted by law.

     SECTION  16.8.  EXAMINATION  OF  LEASE:  Submission  by  Landlord  of  this
instrument  to  Tenant  for  examination  or  signature  does not  constitute  a
reservation  of or option for lease.  This Lease will be effective as a lease or
otherwise only upon execution by and delivery to both Landlord and Tenant.

     SECTION  16.9.  INTEREST ON TENANT'S  OBLIGATIONS:  In addition to the late
charges  specified in Section 3.4, any amount due from Tenant to Landlord  which
is not paid on or before  the date due shall bear  interest  at the lower of (i)
twelve  (l2%) per annum or (ii) the  highest  rate from time to time  allowed by
applicable law, from the date such payment is due until paid, but the payment of
such interest shall not excuse or cure the default.

     SECTION 16.10.  TIME:  Time is of the essence in this Lease and in each and
all of the  provisions  hereof.  Whenever a period of days is  specified in this
Lease,  such  period  shall refer to calendar  days unless  otherwise  expressly
stated in this Lease.

     SECTION 16.11. DEFINED TERMS AND MARGINAL HEADINGS:  The words Landlord and
Tenant as used herein shall include the plural as well as singular. If more than
one person is named as Tenant,  the  obligations  of such  persons are joint and
several.  The headings and titles to the articles,  sections and  subsections of
this  Lease  are not a part of this  Lease and  shall  have no  effect  upon the
construction or interpretation of any part of this Lease.

     SECTION  16.12.  AUTHORITY OF TENANT:  Tenant and each person  signing this
Lease on behalf of Tenant  represents  to Landlord  as  follows:  Tenant and its
general partners and managing  members,  if applicable,  are each duly organized
and legally  existing  under the laws of the state of its  incorporation  and is
duly qualified to do business in the state where the Property is located. Tenant
and its general  partners  and managing  members,  if  applicable,  each has all
requisite  power  and all  governmental  certificates  of  authority,  licenses,
permits,  qualifications  and other  documentation  to lease the Premises and to


                                       35
<PAGE>

carryon its business as now conducted and as contemplated to be conducted.  Each
person signing on behalf of Tenant is authorized to do so.

     SECTION  16.13.  FORCE  MAJEURE:  Whenever  a  period  of  time  is  hereby
prescribed  for action to be taken by Landlord or Tenant,  the party  taking the
action shall not be liable or responsible  for, and there shall be excluded from
the  computation of any such period of time,  any delays due to strikes,  riots,
acts  of  God,  shortages  of  labor  or  materials,   war,  governmental  laws,
regulations or restrictions or any other causes of any kind whatsoever which are
beyond the  reasonable  control of such party;  provided,  however,  in no event
shall the foregoing  apply to the financial  obligations  of either  Landlord or
Tenant to the other under this Lease,  including Tenant's obligation to pay Base
Monthly Rent, Additional Rent or any other amount payable to Landlord hereunder.

     SECTION  16.14.  RECORDING:  This  Lease  shall not be  recorded.  However,
Landlord  shall have the right to record a short form or memorandum  hereof,  at
Landlord's  expense,  at any time during the terms  hereof,  and, if  requested,
Tenant agrees (without charge of Landlord) to join in the execution thereof.

     SECTION 16.15. NO REPRESENTATIONS: LANDLORD AND LANDLORD'S AGENTS HAVE MADE
NO WARRANTIES,  REPRESENTATIONS  OR PROMISES (EXCEPT OR IMPLIED) WITH RESPECT TO
THE PREMISES, THE BUILDING OR ANY OTHER PART OF THE PROPERTY (INCLUDING, WITHOUT
LIMITATION,  THE CONDITION,  USE OR SUITABILITY OF THE PREMISES, THE BUILDING OR
THE PROPERTY),  EXCEPT AS HEREIN EXPRESSLY SET FORTH AND NO RIGHTS, EASEMENTS OR
LICENSES ARE ACQUIRED BY TENANT BY IMPLICATION OR OTHERWISE  EXCEPT AS EXPRESSLY
SET FORTH IN THE PROVISIONS OF THIS LEASE.

     SECTION 16.16.  PARKING: The parking areas and any parking structures shall
be designated for automobile  parking on a non-exclusive  basis for all Property
tenants (including Tenant) and their respective employees,  customers,  invitees
and visitors. Parking and delivery areas for all vehicles shall be in accordance
with parking  regulations  established  from time to time by Landlord with which
Tenant  agrees to conform.  Tenant shall only permit  parking by its  employees,
customers and agents of appropriate  vehicles in appropriate  designated parking
areas. Tenant shall receive non-exclusive access to three (3) parking spaces for
every 1000 square feet of the Premises.

     SECTION  16.17.  ATTORNEYS'  FEES:  In the  event of any  legal  action  or
proceeding  brought by either party against the other arising out of this Lease,
the prevailing party shall be entitled to recover reasonable attorneys' fees and
costs  incurred  in such action  (including,  without  limitation,  all costs of
appeal) and such  amount  shall be  included  in any  judgment  rendered in such
proceeding.

     SECTION 16.18. NO LIGHT,  AIR OR VIEW EASEMENT:  Any diminution or shutting
off of light,  air or view by any structure which may be erected on the Property
or lands  adjacent to the  Property  shall in no way affect this Lease or impose
any liability on Landlord (even if Landlord is the adjacent land owner).


                                       36
<PAGE>

     SECTION 16.19.  SURVIVAL OF INDEMNITIES:  Each indemnity agreement and hold
harmless agreement  contained herein shall survive the expiration or termination
of the Lease.

     SECTION 16.20.  TENANT HEREBY WAIVES ITS RIGHTS UNDER THE DECEPTIVVE  TRADE
PRACTICES-CONSUMER  PROTECTION ACT,  SECTION 17.41 ET SEQ.,  BUSINESS & COMMERCE
CODE,  A  LAW  THAT  GIVES  CONSUMERS  SPECIAL  RIGHTS  AND  PROTECTIONS.  AFTER
CONSULTATION  WITH AN ATTORNEY/LEGAL  COUNSEL OF TENANT'S OWN SELECTION,  TENANT
VOLUNTARILY CONSENTS TO THIS WAIVER.  TENANT COVENANTS,  REPRESENTS AND WARRANTS
THAT TENANT'S  ATTORNEY/LEGAL COUNSEL WAS NOT DIRECTLY OR INDIRECTLY IDENTIFIED,
SUGGESTED, OR SELECTED BY LANDLORD OR AN AGENT OF LANDLORD.

     SECTION 16.21.  TENANT AND LANDLORD EACH: (1) AGREE NOT TO ELECT A TRIAL BY
JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP
BETWEEN THE PARTIES AS TENANT AND  LANDLORD  THAT IS TRIABLE OF RIGHT BY A JURY;
AND (2)  WAIVE  ANY RIGHT TO TRIAL BY JURY  WITH  RESPECT  TO SUCH  ISSUE TO THE
EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO
TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY,  KNOWINGLY AND VOLUNTARILY WITH
THE BENEFIT OF COMPETENT LEGAL COUNSEL.

     SECTION 16.22. WITH RESPECT TO THE BUILDING OR ANY PORTION THEREOF,  TENANT
HEREBY WAIVES ALL RIGHTS UNDER SECTIONS  41.413 AND 42.015 OF THE TEXAS TAX CODE
OR ANY SIMILAR OR CORRESPONDING LAW: (1) TO PROTEST A DETERMINATION OF APPRAISED
VALUE OR TO APPEAL AN ORDER  DETERMINING  A PROTEST;  (2) TO RECEIVE  NOTICES OF
REAPPRAISALS.  TENANT SHALL HAVE THE REIGHT,  FROM TIME TO TIME, TO REQUEST THAT
LANDLORD  APPEAL THE  ASSESSMENT  OF REAL  ESTATE  TAXES  PROVIDED  THAT  TENANT
DELIVERS  WRITTEN  NOTICE TO  LANDLORD  AT LEASE  SIXTY  (60) DAYS  PRIOR TO THE
DEADLINE FOR FILING AND APPEAL or such earlier time as is  reasonable.  Landlord
shall give Tenant notice of any increase in assessed  property  value.  TENANT'S
NOTICE SHALL STATE THE BASIS FOR WHICH IT BELIEVES THE TAX ASSESSMENT  SHOULD BE
REDUCED.  LANDLORD  SHALL  CONSIDER  TENANT'S  REQUEST AND DETERMINE  WHETHER IS
WISHES TO FILE AN  APPEAL.  IF  LANDLORD  ELECTS  NOT TO FILE AN APPEAL IT SHALL
NOTIFY  TENANT AND TENANT SHALL HAVE THE RIEGHT TO APPEAL THE TAX  ASSESSMENT AT
ITS SOLD COST AND EXPENSE.

     SECTION 16.23. ENTIRE AGREEMENT:  This Lease contains all of the agreements
of the parties  hereto with  respect to any matter  covered or mentioned in this
Lease, and no prior agreement, understanding or representation pertaining to any
such matter shall be effective  for any purpose.  No provision of this Lease may
be amended or added to except by an agreement  in writing  signed by the parties
hereto or their respective successors in interest.


                                       37
<PAGE>

     SECTION 16.24 SURRENDER  SPACE: On December 31, 2002 Tenant shall surrender
to Landlord approximately 11,360 square feet of space located on the first floor
as set forth on the second floor as set forth on Exhibit "D". On August 31, 2003
Tenant  shall  surrender  to Landlord  approximately  6,959 square feet of space
located on the first floor as set forth on Exhibit "E".  Tenant shall  surrender
such space in accordance with Section 2.3 above. Landlord shall erect a demising
wall separating the surrendered space from the Premises.

     SECTION 16.25. [Intentionally omitted]

     SECTION  16.26.  LANDLORD'S  LIEN:  Tenant  grants to  Landlord  an express
contractual  lien  on and  security  interest  in and to all  goods,  equipment,
furnishings,  fixtures,  furniture,  chattels and tangible  personal property of
whatever  nature owned by Tenant attached or affixed to or used in and about the
Premises  on the date of this  Lease or at any time after the date of this Lease
or otherwise located in the Premises or relating to Tenant's use of the Premises
and all renewals or replacements or substitutions for any of the foregoing,  all
building materials and equipment now or hereafter  delivered to the Premises and
intended to be installed  in the Premises and all security  deposits and advance
rentals  under lease  agreements  on the date of this Lease or at any time after
the date of this Lease covering or affecting the Premises and held by or for the
benefit  of Tenant,  and all  proceeds  of the  foregoing  (including  by way of
illustration, but not limitation,  proceeds of any insurance which may accrue to
Tenant by reason of damage or destruction of any such property). Upon Landlord's
request,  Tenant shall  execute and deliver to Landlord  two (2)  originals of a
financing  statement in form sufficient to perfect the security interest granted
hereunder.  A carbon,  photographic or other  reproduction of this Lease or this
provision  is  sufficient  and may be filed as a financing  statement.  Landlord
shall have all the rights and  remedies  of a secured  party  under the  Uniform
Commerce  Code as adopted in the State  where the  Property  is located and this
lien and security  interest may be foreclosed by process of law. The requirement
of reasonable notice prior to any sale under Article 9 of the applicable Uniform
Commerce  Code  shall be met if such  notice is given in the  manner  prescribed
herein at least ten (10)  days  before  the day of sale.  Any  public  sale made
pursuant  to the  provisions  of this  Section  shall  be  deemed  to have  been
conducted in a commercially  reasonable manner if held in the Premises after the
time place and method of sale and a general description of the types of property
to be sold have been advertised for ten (10)  consecutive days prior to the date
of sale in a daily  newspaper  published  in the county  where the  Building  is
located.

     SECTION 16.27.  SECOND FLOOR  ELEVATOR:  Reference is made to the following
facts:  (i) a portion of the  Premises  is  located  on the second  floor of the
Building (ii) and existing elevator services the second floor, but it is located
within lease space  Landlord  intends to lease to third parties so there will be
no elevator  servicing Tenants area access to the portion of the Premises on the
second floor, and (iii) Tenant has been advised by Graham Marcus and Consultants
(a firm  specializing  in issues  related to the Texas  Accessibility  Standards
("TAS")  and  the  Americans  with  Disabilities  Act  ("ADA")  that  under  the
regulations and guidelines  issued under the Americans with Disabilities Act and
the Texas Architectural  Barriers Act (collectively,  "Access Laws") at the time
of this lease  execution,  it is unlikely that elevator access will be required.
In the event that under new  regulations  and  guidelines  related to the Access
Laws,  governmental  authority  gives  notice to Tenant  seeking  such  elevator
access,  Tenant will use its best efforts to obtain a variance by all applicable
governmental  authorities,  if permitted by  applicable  Access Laws, so that no



                                       38
<PAGE>

elevator access to the second floor portion of the Premises will be required. In
the further  event that Tenant is unable to obtain such a variance  and Landlord
is satisfied  that Tenant has used its best efforts,  the Landlord has the right
at its option  either to (i)  construct a common area access way to the existing
elevator  on  the  second  floor  for  use by  Tenant,  its  employees,  agents,
contractors  and invitees or, (ii) to recapture  the second floor area to comply
with the Access  Laws.  Landlord  retains  the right to  construct a common area
access on the second floor that will include the elevator access.

     SECTION 16.28. LEASE CONTENTS:  This lease consists of sixteen Articles and
Exhibits "A" through "E" and Rider 1. 3. 4 and 6.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Lease as of the date specified in the introductory paragraph of this Lease.



                                            LANDLORD

                                            AlP-SWAG OPERATING
                                            PARTNERSHIP, L.P., a Delaware
                                            Limited Partnership

                                            By: AIP-SWAG GP, Inc., a Texas
                                                Corporation, its general partner


                                            By: /s/ Richard E. Brown
                                            ------------------------------------
                                            Name:  Richard E. Brown
                                            Title: Vice President

                                            Date: June 7, 2002

                                            TENANT:

                                            TM Century, Inc.

                                            By: /s/ David Graupner, CEO
                                            ------------------------------------
                                            Name:  David Graupner, CEO

<PAGE>

                                   EXHIBIT A

                             SITE PLAN OF PREMISES

                               [GRAPHIC OMITTED]











                           SECOND FLOOR AREA EXHIBIT



                               [GRAPHIC OMITTED]

<PAGE>

                                    EXHIBIT B
                        ACCEPTANCE OF PREMISES MEMORANDUM



     This Acceptance of Premises  Memorandum is being executed  pursuant to that
certain  Commercial  Lease  Agreement  (the "Lease")  dated the _________ day of
________________  between  AlP-SWAG  Operating  Partnership,  L.P.,  a  Delaware
Limited Partnership c/o American Industrial Properties REIT,  ("Landlord"),  and
TM Century, Inc., a Delaware corporation, ("Tenant"), pursuant to which Landlord
leased to Tenant and Tenant leased from  Landlord  certain space in the building
located at 2002 Academy Lane. Landlord and Tenant hereby agree that:

     1.   Landlord has fully completed the construction  work required under the
          terms of the  Lease,  except for the Punch List Items (as may be shown
          on the attached List).

     2.   The Premises are  tenantable,  Landlord has no further  obligation for
          construction  (except with  respect to Punch List  Items),  and Tenant
          acknowledges that the Building, the Premises and Tenant's Improvements
          are satisfactory in all respects, except for the Punch List Items, and
          are suitable for the Permitted Use.

     3.   The Commencement  Date of the Lease is the 1st day of March,  2002. If
          the date set forth in Item 4 of  Article  1 of the Lease is  different
          than the date set  forth in the  preceding  sentence,  then  Item 4 of
          Article 1 of the Lease is hereby amended to be the  Commencement  Date
          set forth in the preceding sentence.


     4.   The Expiration  Date of the Lease is the 31st day of August,  2010. If
          the date set forth in Item 5 of  Article  1 of the Lease is  different
          than the date set  forth in the  preceding  sentence,  then  Item 5 of
          Article 1 of the Lease is hereby amended to be the Expiration Date set
          forth in the preceding sentence.

     5.   Tenant  represents  to Landlord that Tenant has obtained a Certificate
          of Occupancy covering the Premises, a copy of which is attached hereto
          as Exhibit B-1.

     6.   Tenant  acknowledges that it has been given the opportunity to inspect
          the Premises and has conducted such inspections and  investigations of
          the Premises as it deems  necessary  and  appropriate  and accepts the
          Premises in an "AS IS, WHERE IS"  condition,  that the  buildings  and
          improvements  comprising the Premises are suitable for the purpose for
          which the Premises are being leased hereby and that Landlord  makes no
          warranty as the  habitability,  fitness or suitability of the Premises
          for a  particular  purpose  nor as to the  absence  of  any  toxic  or
          otherwise hazardous substances.




                                      B-1


<PAGE>


     7.   All  capitalized  items not  defined  herein  shall  have the  meaning
          assigned to them in the Lease.


Agreed and Executed this _______________day of ______________


LANDLORD:                               TENANT:
AlP-SWAG Operating Partnership, L.P.,   TM Century, Inc., a Delaware corporation
a Delaware Limited Partnership

AlP-SWAG G.P. Inc.,
a Texas Corporation
its General Partner

By: /s/ Richard E. Brown                By: /s/ David Graupner
------------------------                ------------------------
Name: Richard E. Brown                  Name: David Graupner
Title, Vice President                   Title: CEO






















                                      B-2


<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS



     1. No loud speakers, television, phonographs, radios or other devices shall
be used in a manner so as to be heard or seen outside the Premises without prior
consent of Owner.

     2. Tenant shall not use the public or common area in the office complex for
business purposes.

     3. Tenant shall not place or suffer to be placed displays or decorations in
front of the Premises or in any common area.

     4.  Tenant  and  Tenant  employees  and  agents  shall not  distribute  any
handbills or other advertising matter in automobiles parked in the parking area,
or in any other common areas of the Projects.

     5. No entries or passageways shall be obstructed, nor shall any material of
any nature be placed in these  areas,  or such areas be used at any time  except
for the access or egress by Tenant, Tenant's agents, employees or invitees.

     6.No  portion of Tenant's  area or any other part of Building  shall at any
time be used or occupied as sleeping or lodging quarters.

     7. No signs will be allowed in any form on  exterior of Building or windows
inside or out, and no signs except in uniform  location and uniform styles fixed
by Owner will be  permitted  in the public  corridors  or on  corridor  doors or
entrances to Tenant's space.

     8.Owner will not be responsible for lost or stolen  personal  property from
Tenant's area or public rooms regardless of whether or not such loss occurs when
area is locked against entry or not.

     9. No draperies,  shutters,  or other window covering shall be installed on
exterior windows or walls or windows and doors facing public  corridors  without
Owner's written approval.

     10.  Tenant will refer all  contractors,  contractor's  representatives  an
installation technicians, rendering any service on or to the leased Premises for
Tenant,  to  Owner  for  Owner's  reasonable  approval  and  supervision  before
performance of any contractual  service.  This provision shall apply to all work
performed  in the  Building  including  installation  of  telephones,  telegraph
equipment,  electrical  devices and attachments  and  installation of any nature
affecting floors, walls,  woodwork,  trim, windows,  ceilings,  equipment of any
other physical portion of the Building.

     11. Tenant shall not place,  install or operate on the lease Premises or in
any other part of the  Building,  any  engine,  stove or  machinery,  or conduct
mechanical  operations or cook thereon or therein (except microwave and beverage



                                      C-l


<PAGE>

services for employees and guests) or place or use in or out the leased Premises
any explosives,  gasoline,  kerosene,  oil, acids, caustics, or any inflammable,
explosive, or hazardous material without written consent of Owner.

                             RULES AND REGULATIONS
                                  (CONTINUED)

     12. The movement of furniture, equipment,  merchandise or materials within,
into or out of the Building  shall be restricted to time,  method and routing of
movement as  reasonably  determined by Owner upon request from Tenant and Tenant
shall  assume all  liability  and risk in such  movement.  Safes and other heavy
equipment  shall be moved into leased premises only with Owner's written consent
and placed where directed by Owner.  Any damage done to building by taking in or
removing any safe,  or from  overloading  any floor in any way,  shall be placed
upon the Tenant.

     13. 0wner shall provide all locks for doors in each Tenant's  premises,  at
the cost of such Tenant,  and no additional locks shall be placed on any door in
Building without written consent of Owner. A reasonable number of keys to leased
Premises  will be  furnished  by  Owner  and  neither  Tenant,  its  agents,  or
employees,  shall have any  duplicate  keys made.  Owner may at all times keep a
pass key to leased  Premises.  All keys shall be returned to Owner promptly upon
termination of this Lease.


     14. Tenant shall have the non-exclusive use in common with the Owner, other
tenants,  their guests and invitees, of the uncovered automobile surface parking
areas,  subject  to  reasonable  rules and  regulations  for the use  thereof as
prescribed  from time to time by Owner.  Owner shall have the right to designate
parking areas for the use of the Building's Tenant and their employees.


     15. A11  alterations  or  miscellaneous  job  orders  shall at all times be
directed  to the  Property  Manager's  office in order that the  management  may
provide  for the  orderly  and  otherwise  proper  processing  of  such  work in
accordance with any covenants of the Lease Agreement applicable thereto.

     16. Corridor doors, when not in use, shall be kept closed.

     17.  Tenant shall  cooperate  with Owner's  employees in keeping its leased
Premises neat and clean.

     18. No birds,  fowls,  or animals shall be brought into or kept in or about
the Building.

     19. The water  closets and other water  fixtures  shall not be used for any
purpose other than those for which they are constructed,  and any damage to them




                                      C-2


<PAGE>




from misuse,  or by the defacing or injury of any part of the Building  shall be
borne by the  person  who shall  occasion  it. No person  shall  waste  water by
interfering with the faucets or otherwise.

     20. Agents of the Landlord shall at all times be allowed admittance to said
leased Premises in accordance with other provisions of the Lease.































                                      C-3


<PAGE>

     21. No smoking will be allowed in any area of the Building including common
areas, restrooms, and tenant premises.

     22.  Owner  may amend or add new rules  and  regulations  subject  to other
provisions of this Lease.





                                 /s/ David Graupner
                                ---------------------------
================================================================================
                                     Tenant



















                                      C-4


<PAGE>

                                    EXHIBIT D
                       SURRENDER SPACE - DECEMBER 31.2002




                              [See Attached Plan ]



                               [GRAPHIC OMITTED]






                           SECOND FLOOR AREA EXHIBIT

<PAGE>

                                    EXHIBIT E
                        SURRENDER SPACE - AUGUST 31.2003

                              [See Attached Plan]







                               [GRAPHIC OMITTED]



<PAGE>

                                    RIDER 1

                                 RENEWAL OPTION

     1. If, and only if, on the  Expiration  Date and the date  Tenant  notifies
Landlord of its  intention to renew the term of this Lease (as provided  below),
(i) Tenant is not in default under this Lease, (ii) Tenant then occupies and the
Premises consisting of at least all the original Premises,  and (iii) this Lease
is in full force and effect,  then Tenant,  but not any assignee or subtenant of
Tenant,  shall have and may  exercise  an option to renew this Lease for one (1)
additional  term of five (5) years (the "Renewal  Term") upon the same terms and
conditions contained in this Lease with the exceptions that (x) this Lease shall
not be further  available  for renewal,  and (y) the rental for the Renewal Term
shall be the "Renewal  Rental Rate",  but in no event will the Base Monthly Rent
be less than the Base Monthly Rent for the last twelve (12)  calendar  months of
the initial term of the Lease. The Renewal Rental Rate is hereby defined to mean
the then prevailing market rent (including, without limitation, those similar to
the Base Monthly Rent and  Additional  Rent) for the Building as  determined  by
Landlord.

     2. If Tenant  desires to renew this lease,  Tenant must notify  Landlord in
writing  of its  intention  to renew on or before the date which is at least six
(6)  months  but no more  than nine (9)  months  prior to the  Expiration  Date.
Landlord shall,  within the next forty five (45) days,  notify Tenant in writing
of Landlord's  determination of the Renewal Rental Rate and Tenant shall, within
the next twenty (20) days following  receipt of Landlord's  determination of the
Renewal  Rental  Rate,  notify  Landlord  in writing of Tenant's  acceptance  or
rejection of  Landlord's  determination  of the Renewal  Rental Rate.  If Tenant
timely notifies Landlord of Tenant's  acceptance of Landlord's  determination of
the Renewal  Rental  Rate,  this Lease shall be extended as provided  herein and
Landlord  and Tenant  shall enter into an amendment to this Lease to reflect the
extension of the term and changes in Rent in accordance  with this Rider. If (x)
Tenant timely notifies  Landlord in writing of Tenant's  rejection of Landlord's
determination  of the Renewal Rental Rate or (y) Tenant does not notify Landlord
in writing of Tenant's  acceptance or rejection of Landlord's  determination  of
the Renewal Rental Rate within such twenty (20) day period, this Lease shall end
on the  Expiration  Date  and  Landlord  shall  have no  further  obligation  or
liability hereunder.




<PAGE>

                                     RIDER 4

                         TENANT'S RIGHT OF OPPORTUNITY



     A. Prior to leasing to a third party any of the area  described on Schedule
A attached to. this Rider (the "Opportunity  Expansion  Space"),  Landlord shall
deliver to Tenant a written statement  ("Statement")  setting forth Landlord has
received a bonafide offer to lease all or a portion of the Opportunity Expansion
Space.  Tenant shall have two (2) business  days after  receipt of the Statement
within  which to  notify  Landlord  in  writing  that it  desires  to lease  the
applicable  Opportunity  Expansion  Space  (each such  written  notice is herein
referred to as a "Notice ").  Failure by Tenant to notify  Landlord  within such
two (2)  business  day period shall be deemed an election by Tenant not to lease
the applicable  Opportunity Expansion Space and Landlord shall have the right to
lease such space to the tenant identified in the Statement. If Landlord does not
lease such Opportunity Expansion Space to such tenant, then Landlord will comply
with the  provision  of this  Addendum  prior to leasing such space to any other
third party during the primary term of the Lease.

     B. The Opportunity Expansion Space shall be leased to Tenant upon all terms
and conditions of this Lease with the following exceptions:  (i) all Opportunity
Expansion  Space shall be  delivered to Tenant in "as is"  condition;  (ii) Base
Annual Rent for the Opportunity  Expansion Space will be equal to the product of
the Agreed  Rentable Area of the  Opportunity  Expansion  Space  multiplied by a
fraction,  the  numerator of which will be the Base Annual Rent for the Premises
immediately  prior to the  addition of the  Opportunity  Expansion  Space to the
Premises and the  denominator  of which will be the Agreed  Rentable Area of the
Premises immediately prior to the addition of the Opportunity Expansion Space to
the Premises;  (iii) Base Monthly Rent for the Opportunity  Expansion Space will
be equal to  one-twelfth  (1/12th) of the Base  Annual Rent for the  Opportunity
Expansion  Space;  (iv) the  Opportunity  Expansion  Space will be  improved  by
Landlord in accordance  with part C following;  (v) except as provided in part C
following,  Tenant shall not be entitled to any allowances or  inducements  with
respect to the applicable Opportunity Expansion Space; and (vi) Base Annual Rent
and Additional Rent with respect to the applicable  Opportunity  Expansion Space
shall commence on the earlier to occur of (x) the date that Tenant commences use
of the applicable  Opportunity  Expansion Space for any purpose, or (y) the date
on  which  the  applicable   Opportunity   Expansion  Space   improvements   are
Substantially  Completed,  provided that the initial date determined  under this
clause (y) shall be adjusted  backward (i.e., to an earlier date) by one (1) day
for each day of Tenant  Delays  (as  defined  in the  applicable  agreement  for
Opportunity Expansion Space construction). Upon such rent commencement date, (1)
the Agreed Rentable Area of the Premises shall be deemed increased by the agreed
rentable area of the Opportunity  Expansion  Space, (2) Base Annual Rent for the
Premises  shall be deemed  increased  by an amount equal to the Base Annual Rent
for the  Opportunity  Expansion  Space,  (3) Base  Monthly Rent for the Premises
shall be deemed increased to an amount equal to one twelfth (1/12th) of the Base
Annual Rent for the Premises (as  increased),  and (4)  Additional  Rent for the
Premises shall be  recalculated  in the basis of the increased  Agreed  Rentable
Area of the Premises.

     C. Within fifteen (15) days after  Landlord's  receipt of a Notice,  Tenant
and Landlord will enter into an agreement for construction, substantially in the
form of  Exhibit D  attached  to the  Lease,  provided  that such form  shall be

<PAGE>

amended to (i) set forth  appropriate  dates, (ii) amend the finish allowance to
be an amount calculated in accordance with the remaining provisions of this part
C, and (iii)  provide  for such other  matters as are  necessary  to reflect the
agreements  of the  parties  with  respect to the  finish out of the  applicable
Opportunity  Expansion  Space.  Pursuant  to  the  agreement  for  construction,
Landlord  shall  construct  or  cause  to be  constructed  improvements  in  the
applicable   Opportunity   Expansion   Space  in  substantial   accordance  with
construction  plans agreed to be Landlord and Tenant.  The cost of  constructing
such  improvements  shall be borne by Tenant except that Landlord  shall provide
Tenant with a finish  allowance  equal to the product of (i) the per square foot
finish allowance, if any, provided by Landlord with respect the initial Premises
times (ii) the number of square  feet in the  applicable  Opportunity  Expansion
Space times (iii) a fraction,  the numerator of which will be the number of full
calendar  months in the  initial  Lease Term from and after the date Base Annual
Rent  commences  with  respect  to  the  Opportunity  Expansion  Space  and  the
denominator  which will be the  number of full  calendar  months in the  initial
Lease Term.

     D. Upon  Substantial  Completion of the  applicable  Opportunity  Expansion
Space improvements,  Landlord and Tenant shall execute an Acceptance of Premises
Memorandum  in  substantially  the form of Exhibit B attached  to the Lease.  If
Tenant occupies any Opportunity Expansion Space without executing the Acceptance
of Premises Memorandum, Tenant shall be deemed to have accepted such Opportunity
Expansion Space for all purposes.

     E. Within fifteen (15) days after Landlord's receipt of a Notice,  Landlord
and Tenant  will  enter  into an  amendment  to this  Lease  reflecting  (i) the
addition of the applicable Opportunity Expansion Space to the Premises, (ii) the
increase in Base Annual Rent and Additional Rent payable under this Lease, (iii)
the  increase  in  Tenant's  Pro Rata  Share  Percentage,  and (iv)  such  other
amendments as are necessary as determined by Landlord.

     F. Notwithstanding any other provision or inference herein to the contrary,
Tenant's right and Landlord's  obligations  under this Rider shall expire and be
of no further  force or effect on the earliest of (i) the  expiration or earlier
termination  of the  initial  term of this  Lease,  (ii) a  default  beyond  any
applicable period by Tenant under this Lease.



<PAGE>

                                    RIDER 6

                       CAP ON CERTAIN OPERATING EXPENSES

For the purpose of determining Additional Rent, Operating Expenses (exclusive of
the Non-Capped Expenses, as hereinafter defined) for any calendar year shall not
be increased  over the amount of Operating  Expenses  (exclusive  of  Non-Capped
Expenses)  during the calendar year in which the term of this Lease commences by
more  than  eight  percent  (8%)  per  year on a  cumulative  basis,  compounded
annually.  For example, if Operating Expenses (exclusive of Non-Capped Expenses)
during  the  calendar  year in  which  the  term of this  Lease  commences  were
$100,000,  the cap on Building  Operating  Expenses for the fourth full calendar
year would be $136,048.90 ($100,000 times 1.08 times 1.08 times 1.08 times 1.08.
It is understood  and agreed that there shall be no cap on Non-Capped  Expenses,
which are hereby defined to mean all utility  expenses,  insurance  premiums and
the expenses  described in parts (iii),  (iv) and (v) of subsection  3.2.1(b) of
Article 3 of the Lease.



<PAGE>

                                   ADDENDUM 2

     This  Addendum is attached  to and made a part of that  certain  Lease (the
"Lease") by and between AlP-SWAG Operating Partnership,  L.P.,  ("Landlord") and
TM Century,  Inc.,  ("Tenant"),  for certain  demised  premises  located at 2002
Academy  Lane,  Farmers  Brach,  Texas.  In the  event of any  contradiction  or
inconsistency  between the terms and  provisions  of this Addendum and the terms
and provisions of the Lease to which it is attached, the terms and provisions of
this Addendum  shall control and be  interpreted in such a manner as to override
any  provision  of the Lease  which  would  prevent the spirit and letter of the
terms and  provisions  of this  Addendum from being given full force and effect.
All defined terms not  specifically  defined in this Addendum shall be given the
same meaning as the defined terms in the Lease.

          1. LAND LORD WARRANTIES.  Landlord represents,  covenants and warrants
     (i) that it has lawful title to the Property and has full right,  power and
     authority to enter into this Lease;  (ii) to the Landlord's  knowledge that
     the permitted  'use' of the Premises  does not currently  violate the terms
     insurance  policies or result in and  insurance  costs,  and (iii) that, to
     Landlord's  knowledge,  based  solely on the BIS dated June 12.  1997.  the
     Premises are free of Hazardous Materials.

          2. ASSIGNMENT AND SUBLETTING. Tenant shall have the right to assign or
     sublet all or any  portion of the  Demised  Premises  (i) to an entity into
     which  Tenant  is  merged  or  consolidated,  (ii) to an  entity  which has
     acquired  substantially  all of the assets of Tenant, or (iii) to an entity
     that is controlled by, controlling of, or under common control with Tenant.

          3.  REASONABLENESS.  Wherever either party to the Lease is required or
     requested  to give its  consent,  such  consent  shall not be  unreasonably
     withheld or delayed.




<PAGE>

          4. A shall  have the  right to audit,  inspect  and copy the books and
     records from time to time withing thiry (30) days  following  receipt of an
     annual  statement.  In the  event  Tenant  discovers  an error in the total
     amounts  charged  to Tenant for  additional  rent in an amount in excess of
     five (5%)  percent,  then  Landlord  shall  reimburse  to Tenant the amount
     expended  for the audit (up to a maximum of $3,000) in addition to repaying
     to Tenant the amount of any overcharges.  The services must be performed by
     a CPA firm on a "fixed or  hourly  fee only"  basis.  Tenant  may not use a
     consulting company which charges a contingency fee.

          5. TENANT FINANCING.  Tenant shall have the right from time to time to
     grant and assign a mortgage or other security  interests in all of Tenant's
     personal  property  located within the Premises to its lender in connection
     with  Tenant's  financing  arrangements,  and any lien of Landlord  against
     Tenant's  personal  property (whether by statute or under the terms of this
     Lease) shall be subject and subordinate to such security interest. Landlord
     shall execute such documents as Tenant's lenders may reasonably  request in
     connection with any such financing.








<PAGE>

                                   EXHIBIT D

                                  WORK LETTER

PLANS TO BE AGREED UPON/

                                FINISH ALLOWANCE

     AlP-SWAG Operating Partnership,  L.P., a Delaware Limited Partnership,
     (Landlord), and TM Century, Inc., a Delaware Corporation (Tenant) have
     entered into that certain  Commercial  Lease  Agreement dated March 1,
     2002 (the  "Lease") for the lease of certain  space in the  industrial
     facility  located at 2002 Academy Lane in Farmers  Branch,  Texas (the
     "Building").  Pursuant to subsection  2.2.1 of ARTICLE 2 of the Lease,
     Lease,  Landlord  and Tenant are  entering  into this Work Letter (the
     "Agreement").  Any capitalized terms not defined herein shall have the
     meaning  assigned  to it in the Lease.  Landlord  and Tenant  mutually
     agree as follows:

                 Construction and cost of Tenant Improvements:

     1.  Construction  Obligation and Finish  Allowance.  Landlord shall provide
Tenant with an allowance of $201,243.00 (the "Finish  Allowance"),  which Finish
Allowance shall be disbursed by Landlord,  from time to time, for payment of (in
the following priority): (i) the contract sum required to be paid to the general
contractor engaged to construct Tenant's  improvements (the "Contract Sum"), and
(ii) the fees of the preparer of the Construction Plans.

     The Tenant Improvements will be completed by Tenant's contractor(s). Tenant
agrees to abide by the Improvement and Alterations  policies conveyed in Section
7.3 of the Original Lease. As for payment of said Improvement Allowance,  Tenant
will pay all contractor(s)  directly and request a reimbursement  from Landlord.
After  Landlord has  inspected  the  Premises  and is satisfied  that the Tenant
Improvements  are  complete,  Landlord  will  reimburse  Tenant the  Improvement
Allowance  within thirty (30) days after receipt of all required  documentation.
Tenant must supply Landlord with all original  contractor invoices detailing the
work  performed  and all original  signed and  notarized  lien waivers from each
contractor as a condition of reimbursement from Landlord.

     2. Tenant's Additional  Allowance.  Provided Tenant is not in default under
any of the terms and  conditions  contained  in the Lease,  Landlord  shall also
reimburse Tenant for a portion of the cost of Tenant's Work within the Premises,
in the amount and manner hereinafter provided.  The amount of such reimbursement
shall  hereinafter  be referred to as  "Tenant's  Additional  Allowance."  It is
understood   and  agreed  that  Tenant's   Additional   Allowance   shall  be  a
reimbursement  for a portion of the actual  cost  incurred by Tenant to complete
Tenant's  work within the  Premises as detailed in the plans and  specifications
therefore to be approved by Landlord.  Tenant's Additional Allowance shall be an
amount equal to Eighty-Nine Thousand Nine Hundred Thirty-Three Dollars and Forty



<PAGE>

Cents ($89,933.04) which represents  approximately  seventy-two (72) days of the
Minimum  Rent  due and  owing.  Tenant  acknowledges  that  Tenant's  Additional
Allowance  shall  not be a cash  payment,  but  shall be given in the form of an
abatement of Base Rent in an amount not to exceed $8,993.34 per month.

     3.  Tenant's  Contractors.  Tenant shall  provide the  following:  prior to
permitting any work at the Premises:

          (a)  Tenant  shall  use only such  contractors  which  Landlord  shall
approve in its reasonable  discretion and Landlord shall have approved the plans
to be utilized by Tenant and Tenant's  contractor,  which  approval  will not be
unreasonably withheld: and

          (b)  Tenant  shall  provide  detailed  plans of any work  that will be
performed at the Premises.

          (c) Tenant  (notwithstanding the first sentence of subsection 7.2.1 of
the  Lease),  Tenant's  Contractors  and other  agents  shall  provide  Landlord
sufficient  evidence  that each is covered  under such  workmen's  compensation,
public  liability  and property  damage  insurance  as Landlord  may  reasonably
request for its protection.

          Landlord shall not be liable for any injury,  loss or damage to any of

     Tenant's  installations  or  decorations.  Tenant shall  indemnify and hold
harmless  Landlord  from  and  against  any and  all  costs,  expenses,  claims,
liabilities  and  causes of action  arising  out of or in  connection  with work
performed  in the  Premises  by or on  behalf  of  Tenant  (but  excluding  work
performed by Landlord or Landlord's  Contractors).  Landlord is not  responsible
for the function and maintenance of Tenant's Improvements.  Such entry by Tenant
and Tenant's  contractors pursuant to this Section 5 shall be deemed to be under
all of the terms, covenants, provisions and conditions of the Lease.

     4. Liens  Arising:  from Excess  Costs.  Tenant agrees to keep the Premises
from any liens  arising out of  nonpayment  of any costs.  In the event that any
such lien is filed,  and Tenant,  within ten (10) days  following  such  filing,
fails to cause same to be  released  of record by payment or posting of a proper
bond,  Landlord shall have, in addition t all other remedies provided herein and
by law, the right,  but not the obligation,  to cause the same to be released by
such means as it in its sole discretion  deems proper,  including  payment of or
defense against the claim giving rise to such lien. All sums paid by Landlord in
connection  therewith  shall  constitute  Rent  under  the  Lease  and a  demand
obligation of Tenant to Landlord, and such obligation shall bear interest at the
rate  provided  for in  Section  16.10 of the Lease  from the date of payment by
Landlord until the date paid by Tenant.

     5.  Compliance  With  Disabilities  Acts.  Tenant  shall  promptly  provide
Landlord and Landlord's space planner and/or architect, as applicable,  with all
information  needed to cause the  construction  of Tenant's  Improvements  to be
completed  such  that  Tenant,  the  Premises  and  Tenant's   Improvements  (as
constructed)  will be in  compliance  with the  Disability  Acts.  Tenant  shall
indemnify  and  hold  harmless  Landlord  from an  against  any and all  claims,
liabilities and expenses  (including  without limitation  reasonable  attorney's
fees and expenses)  incurred by or asserted  against Landlord by reason of or in

<PAGE>

connection  with any violation of the Disability  Acts by Tenant and or Tenant's
Improvements or the Premises not being in compliance with the Disability Acts.


     6.  Construction  Representatives.  Landlord's and Tenant's  representative
coordination of  construction  and approval of change orders will be as follows,
provided  that either  party may change  their  respective  representative  upon
written notice to the other:

            LANDLORD'S REPRESENTATIVE:
            NAME: Beth Cupit. Property Manager at American Industrial Properties
            ADDRESS: 6210 Beltline Road. Suite #160
                     Irving:. TX 75063
            PHONE: 972-756-6000


TENANT'S REPRESENTATIVE:

NAME:
ADDRESS:
=================================================

PHONE:
=================================================


     IN WITNESS  WHEREOF.  the parties  hereto have executed and delivered  this
Agreement simultaneously with the execution and delivery of the Lease.

LANDLORD:

AlP-SWAG Operating Partnership. L.P. by its General Partner AlP-
SWAG GP. Inc.. a Texas Corporation


By:_____________________________
its duly authorized agent


By /s/ Richard E. Brown        :
--------------------------------
Richard E. Brown. Vice President

TENANT
======

TM CENTURY. INC.. A DELAWARE CORPORATION




<PAGE>

BY:  David Graupner
===========================================
Name:  /s/ David Graupner
===========================================
Title:  Pres/CEO
===========================================