MARYLAND FULL-SERVICE OFFICE LEASE

                        SEVENTY COLUMBIA CORPORATE CENTER

         THIS LEASE is made and entered into as of April 11, 2000 by and between
SEVENTY COLUMBIA CORPORATE CENTER LIMITED PARTNERSHIP, a Maryland limited
partnership ("Landlord") by ROUSE PROPERTY  MANAGEMENT,  INC., Managing Agent,
and EXCALIBUR TECHNOLOGIES CORP., a Delaware corporation ("Tenant").

          In consideration of the rents hereinafter  reserved and the agreements
hereinafter set forth, Landlord and Tenant mutually agree as follows:

         1.   SUMMARY OF TERMS.

         The  following is a summary of the  principal  terms of the Lease.  Any
capitalized term set forth below shall, for the purposes of this Lease, have the
meaning ascribed to it in this Section 1.

         A.       Description of Premises

                  (1)  Building:  The building known as Seventy Columbia
Corporate Center and located at 11000 Broken Land Parkway, Columbia, Maryland
21044.

                  (2)  Business Community:  Columbia Town Center

                  (3)  Premises:  Approximately  18,371  square  feet of Rental
Area on the eighth  floor of the  Building as shown on Schedule A.

                  (4)  Property:  means the  Building,  the land upon  which the
Building  is  situated,  the Common  Area,  and such  additional  facilities  in
subsequent years as may be determined by Landlord to be reasonably  necessary or
desirable for the management, maintenance or operation of the Building.


         B.       Rent

                  (1)  Annual Basic Rent:

                  PSF                     Annual                    Monthly
Period            Basic Rent              Basic Rent                Installment
Year  1:          $24.50                  $450,089.50               $37,507.46
Year  2:          $25.24                  $463,684.04               $38,640.34
Year  3:          $26.00                  $477,646.00               $39,803.83
Year  4:          $26.78                  $491,975.38               $40,997.95
Year  5:          $27.58                  $506,672.18               $42,222.68


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                  (2)  Advance Rent:  None.

                  (3) Security  Deposit:  Thirty-seven  Thousand Five Hundred
Seven Dollars and Forty-six Cents ($37,507.46) to be held by Landlord as
provided in Section 6.4.

         C.       Adjustments.

                  (4)  Adjustment Period Consumer Price Index. Intentionally
                       omitted.

         D.       Term

                  (1)  Term:  Five (5) years, subject to Section 4.

                  (2)  Lease Commencement Date:  June 15, 2000, subject to
                       Section 4.

                  (3)  Termination Date:  June 14, 2005, subject to Section 4.

         E.       Notice and Payment

                  (1)  Tenant Notice Address:
                           Ms. Nancy McKinley, Director of Human Resources and
                           Administration
                           Excalibur Technologies
                           1921 Gallows Road
                           Suite 200
                           Vienna, Virginia 22182

                  (2)  Landlord Notice Address:
                           Columbia Management, Inc.
                           10420 Little Patuxent Parkway
                           Suite 420
                           Columbia, Maryland  21044

                           with a copy to:
                           Rouse Property Management, Inc.
                           c/o The Rouse Company
                           10275 Little Patuxent Pkwy
                           Columbia, Maryland 21044
                           Attention: General Counsel

                  (3)  Landlord Payment Address:
                           Rouse Office Management, Inc.
                           P.O. Box 64078
                           Columbia, Maryland  21264-4078

         F.       Broker

                           The Manekin Corporation
                           7165 Columbia Gateway Drive
                           Columbia, Maryland 21046

                           and

                           Mr. David Cravedi
                           The Fred Ezra Company
                           4520 East West Highway
                           Bethesda, Maryland 20817


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         2.   DEFINITIONS.

         For  purposes of this Lease,  the  Schedules  attached  and made a part
hereof and all agreements  supplemental to this Lease, the following terms shall
have the respective meanings as set forth in the following Section,  subsection,
paragraph and Schedule references:

Reference

Additional Rent.........................................................6.3
Alterations............................................................15.1
Annual Basic Rent.......................................................1.B
Bankruptcy Code........................................................19.1
Building................................................................1.A
Casualty...............................................................17.1
Common Area............................................................10.1
Default Rate............................................................6.5
Event of Default.......................................................20.1
Event of Tenant's Bankruptcy...........................................19.1
Insolvency Laws........................................................19.1
Landlord Notice Address.................................................1.E
Landlord Payment Address................................................1.E
Lease Commencement Date.................................................1.D
Mortgage.................................................................27
Mortgagee................................................................27
Premises................................................................1.A
Property................................................................1.A
Public Areas.....................................................Schedule C
Renewal Term............................................................4.3
Rental Area...............................................................3
Rental Year.............................................................6.1
Rules and Regulations.....................................................9
Security Deposit.....................................................1.B.(3)
Tenant Notice Address...................................................1.E
Tenant's Personal Property.............................................15.3
Term....................................................................4.1
Termination Date........................................................1.D.
Transfer.................................................................25


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         3.  LEASED PREMISES; MEASUREMENT.

         3.1.  Leased  Premises.  Landlord  hereby leases to Tenant,  and Tenant
hereby leases from Landlord,  the Premises as shown on the plan attached  hereto
as Schedule A, together with the right to use, in common with others, the Common
Area.  The rental  area of the  Premises  ("Rental  Area") has been  computed in
accordance  with the applicable  formula set forth in Schedule X attached hereto
and made a part hereof.


         4.  TERM AND COMMENCEMENT OF TERM.

         4.1.  Term.  The term of this Lease (the "Term") shall  commence on the
Lease Commencement Date and shall be for the period of time specified in Section
1.D.(1) plus the part of the month, if any, from the Lease  Commencement Date to
the first day of the  first  full  calendar  month in the Term,  unless  earlier
terminated  pursuant to any other provision of this Lease or pursuant to law. At
Landlord's  request,  Tenant shall promptly enter into one or more supplementary
written  agreements,  in  such  form as  Landlord  shall  reasonably  prescribe,
specifying the Lease Commencement Date and the Termination Date.

         4.2. Option to Renew.  Provided Tenant is in possession of the Premises
and is not in default of any term,  covenant or condition of this Lease,  Tenant
shall  have the  option to renew the Term of this  Lease for one (1)  additional
period  of five (5) years  ("Renewal  Term") to  commence  immediately  upon the
expiration of the initial Term.

         Said  Renewal  Term  shall  be  upon  the  same  terms,  covenants  and
conditions  as  contained  in this Lease,  except that (i) the Annual Basic Rent
during said Renewal Term shall be at the "Prevailing Market Rate" and (ii) there
shall be no further option to renew except as  specifically  provided herein and
(iii)  there  shall be no  abatement  of rent,  and (iv)  Landlord  shall not be
obligated to  construct,  pay for or grant an  allowance  with respect to tenant
improvements  unless  otherwise   specifically   provided  for  in  this  Lease.
"Prevailing  Market  Rate"  shall mean the  current  market  rental rate for the
Premises as  determined by Landlord but shall not be more than the rate at which
Landlord  would  offer  such space or space of  approximately  the same size and
location to a third  party.  In no event,  however,  shall the Annual Basic Rent
during the Renewal Term be less than the Annual Basic Rent  reserved  under this
Lease for the Rental Year  immediately  preceding the Renewal Term for which the
determination is being made.

         In order to exercise  the option  granted  herein,  Tenant shall notify
Landlord,  in writing,  not less than six (6) months prior to the  expiration of
the initial Term that it is considering exercising its option to renew the Term.
On receipt of such notice, Landlord will, in writing, not later than thirty (30)
days after  receipt  of the notice  from  Tenant,  quote to Tenant  what the new
Annual Basic Rent will be for the ensuing Renewal Term. Tenant shall then notify
Landlord,  in writing, not later than fifteen (15) days after notice received of
such Annual Basic Rent,  as to whether or not it will exercise the option herein
granted and if no such notice of exercise of the option is received,  the option
shall be deemed waived.  In the event Tenant exercises the option,  Landlord and
Tenant shall execute a modification to this Lease acknowledging such renewal and
setting forth the new Annual Basic Rent.

         The option  shall be void if, at the time of exercise  of such  option,
Tenant is not in  possession  of the Premises or if there is an Event of Default
under this Lease or if Tenant  fails to deliver  the  requisite  notice  thereof
within the time period  specified  above. The option granted herein shall not be
severed from this Lease, separately sold, assigned or transferred.


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         5.  TENANT IMPROVEMENTS AND ACCEPTANCE OF PREMISES.

         5.1. Delivery of Premises. Landlord shall deliver, and Tenant agrees to
accept,  the Premises  broom clean and in "as-is"  condition.  By occupying  the
Premises,  Tenant  shall be deemed to have (a)  accepted  the  Premises in their
present condition,  (b) acknowledged that the Premises are suitable for Tenant's
intended  use,  and (c) agreed that  Landlord  shall not be required to make any
repairs or improvements to the Premises.

         6.   RENT.

         6.1. Annual Basic Rent. Tenant shall pay to Landlord during each Rental
Year of the Term  fixed  rent  equal to the  Annual  Basic  Rent as set forth in
Section 1.B.(1).  Annual Basic Rent shall be payable in advance on the first day
of each month of the Term in equal monthly installments, without notice, demand,
abatement (except as otherwise  specifically provided in this Lease),  deduction
or  set-off.  If the Term of this Lease  shall  commence on a day other than the
first day of a month,  the first payment shall include any prorated Annual Basic
Rent for the  period  from the Lease  Commencement  Date to the first day of the
first full calendar month of the Term.

         "Rental Year" shall mean each  successive  twelve (12)  calendar  month
period  occurring  during the Term of this  Lease,  or portion of such a period,
with the first  Rental Year  commencing  as of the Lease  Commencement  Date and
ending on the last day of the twelfth full  calendar  month  thereafter  and the
last Rental Year ending on the Termination  Date. For any Rental Year of less or
more than twelve full months,  Annual Basic Rent shall be adjusted  accordingly.
All Annual  Basic Rent and  Additional  Rent  shall be paid to  Landlord  at the
Landlord Payment Address.

         6.2.  Intentionally omitted.

         6.3.  Additional Rent.  Tenant shall pay to Landlord as additional rent
("Additional  Rent") all other sums of money which shall  become due and payable
hereunder.  Unless  a date  for  payment  is  otherwise  specified  herein,  all
Additional Rent shall be due and payable within thirty (30) days of invoicing by
Landlord.

         6.4  Advance Rent; Security Deposit.

                  A.  Advance Rent.  Intentionally Deleted.

                  B.  Security  Deposit.  Tenant shall,  upon  execution of this
Lease, deposit with Landlord the Security Deposit to assure Tenant's performance
of all terms,  provisions and conditions of this Lease.  Landlord shall have the
right,  but not the  obligation,  at any time, to apply the Security  Deposit to
cure any breach by Tenant  under this Lease and,  in that  event,  Tenant  shall
immediately pay Landlord any amount necessary to restore the Security Deposit to
its original amount.  To the extent permitted by law, Landlord shall be entitled
to the full use of the Security Deposit and shall not be required either to keep
the  Security  Deposit  in a  separate  account  or to pay  interest  on account
thereof.  Any portion of the Security  Deposit which is not utilized by Landlord
for any purpose  permitted  under this Lease shall be returned to Tenant  within
forty-five (45) days after the end of the Term provided Tenant has performed all
of the obligations imposed upon Tenant pursuant to this Lease.


<PAGE>

         6.5.  Late Charge.  If Tenant fails to make any payment of Annual Basic
Rent,  Additional Rent, or other sums required to be paid hereunder on or before
the date when payment is due, Tenant shall pay to Landlord,  as Additional Rent,
a late charge to cover extra administrative costs and loss of use of funds equal
to (a) six percent (6%) of the amount due for the first month or portion thereof
that such amount is past due plus (b)  interest on the amount  remaining  unpaid
thereafter  at the rate of eighteen  percent (18%) per annum or six percent (6%)
above the prime  rate  charged  by  Citibank,  N.A.,  as of the due date of such
amount, whichever rate is the greater; provided,  however, that should such late
charge at any time violate any applicable  law, the late charge shall be reduced
to the highest rate permitted by law (the  foregoing rate being herein  referred
to as the "Default Rate"). Landlord's acceptance of any rent after it has become
due and  payable  shall not  excuse  any delays  with  respect to future  rental
payments or constitute a waiver of any of Landlord's rights under this Lease.

         7.   INTENTIONALLY OMITTED.

         8.   USE, CARE AND REPAIR OF PREMISES BY TENANT.

         8.1.  Permitted  Uses.  Tenant shall use and occupy the Premises solely
for general office purposes in accordance with applicable zoning regulations and
for no other purpose. Tenant shall not do anything or permit anything to be done
in or on the Premises, or bring or keep anything therein which will, in any way,
obstruct,  injure,  annoy or  interfere  with the  rights of  Landlord  or other
tenants, or subject Landlord to any liability for injury to persons or damage to
property, or interfere with the good order of the Building, or conflict with the
laws, rules or regulations of any Federal, state or city authority.

         8.2.  Care of Premises.  Tenant shall,  at its sole  expense,  keep the
Premises  and the  improvements  and  appurtenances  therein  in good  order and
condition consistent with the operation of a first-class office building, and at
the expiration of the Term, or at the sooner termination of this Lease as herein
provided,  deliver up the same broom clean and in as good order and condition as
at the beginning of the Term, ordinary wear and tear and damage by fire or other
casualty excepted.  Tenant, at its sole expense,  shall promptly replace damaged
or broken doors and glass in and about the interior of the Premises and shall be
responsible  for the  repair and  maintenance  of all  special or custom  Tenant
Improvements  and Alterations,  including,  without  limitation,  the repair and
replacement of appliances and equipment  installed  specifically for Tenant such
as refrigerators,  disposals, computer room air conditioning,  sinks and special
plumbing,  special  light  fixtures and bulbs for those  fixtures,  non-standard
outlets  and  plug-in  strips,  and  special  cabinetry.   Consistent  with  the
provisions of Section 22, Tenant shall pay for all property damage  sustained by
other tenants or occupants of the Building,  due to any waste, misuse or neglect
by Tenant of the Premises and any fixtures and appurtenances  related thereto or
due  to  any   breach  of  this  Lease  by  Tenant,   its   employees,   agents,
representatives or invitees.

         8.3. Hazardous Substances.  For purposes of this provision,  "Hazardous
Substances" shall mean any hazardous or toxic substance,  material or waste, now
or hereafter  defined or regulated under the Resource  Conservation and Recovery
Act (42  U.S.C.  _ 6901 et  seq.),  the  Comprehensive  Environmental  Response,
Compensation,  and Liability Act (42 U.S.C. _ 9601 et seq.), the Clean Water Act
(33 U.S.C. _ 1251 et seq.),  the Clean Air Act (42 U.S.C.  _ 7401 et seq.),  and
the Toxic  Substances  Control Act (15 U.S.C.  _ 2601 et seq.),  and all similar
federal,  state and local  statutes,  laws,  rules and regulations in connection
with environmental conditions,  health and safety, including without limitation,
asbestos and petroleum products  (collectively,  "Environmental  Laws").  Tenant
covenants  and agrees that it will not use or allow the  Premises to be used for
the storage,  use,  treatment or disposal of any  Hazardous  Substance,  without
Landlord's  prior written  consent.  Notwithstanding  the foregoing,  Landlord's
prior  written  consent  shall not be required  with  respect to  Tenant's  use,
storage or sale of certain supplies or products, which might contain or might be
considered a Hazardous  Substance,  in the normal course of Tenant's business in
accordance  with the specific use  permitted by this Lease,  provided,  however,
that Tenant shall (i) comply with all other  provisions  of this  Section;  (ii)
notify  Landlord in writing from time to time of the  identity  and  approximate
quantity  of such  Hazardous  Substance;  and (iii)  keep  each  such  Hazardous


<PAGE>

Substance on the Premises in quantities as small as reasonably practicable,  but
in  no  event  large  enough  to  activate  reporting   requirements  under  any
Environmental  Law.  Tenant,  at Tenant's sole cost and expense  shall  promptly
contain and  remediate  any release of a Hazardous  Substance on the Property to
the extent such release arises directly from the actions of Tenant,  its agents,
servants and employees.

           Tenant shall  indemnify,  reimburse and hold harmless  Landlord,  its
partners and affiliates agents from and against any damages, claims,  judgments,
fines,  penalties,  costs,  liabilities  (including  sums paid in  settlement of
claims) or loss including reasonable  attorneys' fees,  reasonable  consultants'
fees, and reasonable expert fees incurred by any of them to the extent resulting
from Tenant's use, handling,  generation,  treatment,  storage,  disposal, other
management or release of any Hazardous  Substance at or from the Premises or the
Property,  whether  or not  Tenant has acted  negligently  with  respect to such
Hazardous  Substance.  This  indemnity  shall survive the  expiration or earlier
termination of this Lease.

         As of the Lease Commencement Date,  Landlord warrants and represents to
Tenant that to Landlord's actual knowledge, there are no Hazardous Substances in
violation of any Environmental  Laws in the Property of which the Premises are a
part.

         From and after the date of execution of this Lease,  Landlord  will not
use or allow the Property to be used for the storage, use, treatment or disposal
of any Hazardous  Substance,  in violation of any Environmental  Laws.  Landlord
shall promptly contain and remediate any release of a Hazardous Substance on the
Property  to the  extent  such  release  arises  directly  from the  actions  of
Landlord,  its agents,  servants and employees,  and not solely from  Landlord's
position as an owner or operator of the Property.

         Landlord  shall  indemnify,  reimburse  and hold  harmless  and  defend
Tenant, its servants and employees, from and against all claims, actions, losses
and expenses made or incurred by third parties  (including  attorneys' and other
professional  fees),  arising  from any conduct,  activity,  act,  omission,  or
operation involving the use, handling, generation, treatment, storage, disposal,
or release of any  Hazardous  Substance  in, from,  or to the  Property,  to the
extent caused  directly by the actions of Landlord,  its servants and employees,
and not arising solely out of Landlord's position as an owner or operator of the
Property.  This indemnity shall survive the expiration or earlier termination of
this Lease.

         8.4. Compliance with Laws. Tenant, at its sole cost and expense,  shall
conform to and comply with and shall cause the Premises to conform to and comply
with all federal,  state,  county,  municipal and other  governmental  statutes,
laws,  rules,  orders,  regulations,  and  ordinances  applicable  to  Tenant or
resulting  from Tenant's use or occupancy of the Premises or the Property or any
part thereof.

         Landlord  warrants  and  represents  to  Tenant  that,  as of the Lease
Commencement Date,  Landlord is in the process of implementing a compliance plan
for  the  Property,   which  is  intended  to  comply   substantially  with  the
requirements of The Americans With  Disabilities  Act of 1990, and Landlord will
proceed to execute such plan  throughout the Term,  subject to the provisions of
Sections 7 and 15.1 of this Lease.


<PAGE>

         9.   RULES AND REGULATIONS.

         Tenant and its agents and invitees shall abide by and observe the rules
and regulations  attached hereto as Schedule C for the operation and maintenance
of the Building or any new rules and regulations  which may from time to time be
issued by Landlord  ("Rules and  Regulations"),  provided  that any new rules or
regulations are not inconsistent  with the provisions of this Lease.  Nothing in
this Lease shall be  interpreted  to impose upon Landlord any duty or obligation
to  enforce  any such  rules and  regulations  against  any other  tenant in the
Building,  and Landlord shall not be liable to Tenant for any violation of these
rules and regulations by any other tenant or its agents or invitees.

         All rules and regulations  promulgated by Landlord shall be reasonable,
shall not materially alter the terms of this Lease and any enforcement  shall be
uniform  with  respect to all  tenants'  use and  occupancy  of the Building and
Common Area.

         10.  COMMON AREA.

         10.1.  Definition of Common Area.  As used herein,  "Common Area" means
those areas and  facilities  which may be  furnished  by Landlord on or near the
Property,  as designated by Landlord from time to time, intended for the general
common  use and  benefit  of all  tenants  of the  Building  and  their  agents,
representatives,   licensees,   employees  and  invitees,   including,   without
limitation,  any and all stairs,  landings,  roofs, utility and mechanical rooms
and equipment,  service closets, corridors,  elevators,  lobbies, lavatories and
other  public  areas  of the  Building  and all  parking  areas,  access  roads,
pedestrian walkways, plazas and landscaped areas.

         10.2. Use of Common Area. Tenant shall have the non-exclusive  right to
use the Common Area in common with Landlord,  other tenants in the Building, and
others  entitled  to the use  thereof,  subject  to such  reasonable  rules  and
regulations  governing  the use of the Common Area as Landlord  may from time to
time prescribe and subject to such  easements  therein as Landlord may from time
to time grant to others. Tenant shall not obstruct in any way any portion of the
Common Area or in any way interfere with the rights of other persons entitled to
use the  Common  Area and shall  not,  without  the  prior  written  consent  of
Landlord,  use the Common Area in any manner,  directly or  indirectly,  for the
location or display of any  merchandise  or property  belonging to Tenant or for
the  location of signs  relating to Tenant's  operations  in the  Premises.  The
Common Area shall at all times be subject to the  exclusive  reasonable  control
and management of Landlord.

         10.3.  Alterations to the Common Area.  Landlord  reserves the right at
any time and from  time to time (i) to change  or alter  the  location,  layout,
nature or arrangement of the Common Area or any portion  thereof,  including but
not limited to the arrangement and/or location of entrances, passageways, doors,
corridors, stairs, lavatories,  elevators, parking areas, and other public areas
of the building,  and (ii) to construct additional  improvements on the Property
and make alterations  thereof or additions thereto and build additional  stories
on or in any such buildings or build adjoining same; provided,  however, that no
such  change or  alteration  shall  deprive  Tenant  of access to the  Premises,
materially interfere with Tenant's use of the Premises or reduce the Rental Area
of the Premises,  unless such  reduction is required by Federal,  State or local
laws or  regulations,  in which  event,  a reduction  in the  Premises  shall be
permitted with a commensurate  reduction in rent.  Landlord shall have the right
to close  temporarily  all or any  portion of the Common  Area to such extent as
may, in the reasonable opinion of Landlord, be necessary to prevent a dedication
thereof to the public,  provided that Tenant is not thereby denied access to the
Premises,  or for  repairs,  replacements  or  maintenance  to the Common  Area,
provided such repairs,  replacements or maintenance are performed  expeditiously
and in such a manner as not to deprive Tenant of access to the Premises.

         10.4.  Maintenance.  Landlord covenants to keep,  maintain,  manage and
operate the Common Area in a manner  consistent  with the  operation  of a first
class  office  building  and to  keep  the  sidewalks  and  driveways,  if  any,
constituting a portion of the Common Area clean and reasonably clear of snow and
ice.  Landlord  reserves  the right of access to the  Common  Area  through  the
Premises  for the  purposes of  operation,  decoration,  cleaning,  maintenance,
safety, security, alterations and repairs.


<PAGE>

         11.  SERVICES AND UTILITIES.

         So long as  Tenant  is not in an Event of  Default  under  this  Lease,
Landlord shall provide the following facilities and services to Tenant, the cost
of such  facilities  and services to be included in Landlord's  Operating  Costs
(except as otherwise provided herein):

         a. At least one elevator (if the building contains an elevator) subject
to call at all times,  including Sundays and holidays.  The holidays observed by
Landlord are New Year's Day, Memorial Day observed, Independence Day, Labor Day,
Thanksgiving, and Christmas.

         b. During  "normal  business  hours" as  hereinafter  defined,  central
heating and air conditioning  during the seasons of the year when these services
are normally and usually  furnished,  and within the  temperature  ranges and in
such amounts normally or usually furnished in comparable office buildings in the
immediate  vicinity.  For the  purposes of this  paragraph  b, the term  "normal
business  hours"  shall  mean the  periods  from 8:00 a.m.  until  6:00 p.m.  on
business days and from 8:00 a.m.  until 12:00 p.m. on Saturdays.  Landlord shall
provide the aforesaid  services at other times,  at Tenant's  expense,  provided
Tenant gives Landlord notice by 1:00 p.m. on weekdays for after-hour  service on
the next  weekday,  by 1:00 p.m.  the day  before a  holiday  for  service  on a
holiday,  and by 1:00 p.m.  on Friday  for  after-hour  service on  Saturday  or
service on Sunday. Such after-hour,  holiday or special weekend service shall be
charged to Tenant at rates to be  calculated  by  Landlord  based on  Landlord's
costs,  which rates shall be given to Tenant on request.  Landlord  reserves the
right to adjust,  from time to time,  the rate at which such  services  shall be
provided  corresponding to adjustments in Landlord's costs. Tenant shall pay for
such  service,  as  Additional  Rent,  promptly  upon receipt of an invoice with
respect thereto.

         c. Reasonable  amounts of electric  current for lighting and normal and
customary  items of office  equipment  (subject to the  provisions of Section 12
below).

         d. Cleaning in Landlord's standard manner attached hereto as
Schedule D.

         e. Replacement of light tubes or bulbs for building  standard  lighting
fixtures.  All light tube or bulb replacements for special non-standard lighting
fixtures shall be furnished and installed by Landlord at Tenant's expense.

         f. Rest room facilities and necessary lavatory supplies,  including hot
and cold running  water at the points of supply,  as provided for general use of
all tenants in the  Building  and routine  maintenance,  painting,  and electric
lighting service for all public areas of the Building in such manner as Landlord
deems reasonable.


<PAGE>

         Any failure by Landlord to furnish the  foregoing  services,  resulting
from circumstances beyond Landlord's  reasonable control or from interruption of
such services due to repairs or maintenance, shall not render Landlord liable in
any respect for damages to either  person or  property,  nor be  construed as an
eviction of Tenant, nor cause an abatement of rent hereunder, nor relieve Tenant
from any of its  obligations  hereunder.  If any public utility or  governmental
body shall require Landlord or Tenant to restrict the consumption of any utility
or reduce any service  for the  Premises or the  Building,  Landlord  and Tenant
shall comply with such  requirements,  whether or not the utilities and services
referred  to in this  Section  11 are  thereby  reduced or  otherwise  affected,
without any  liability  on the part of Landlord to Tenant or any other person or
any reduction or adjustment in rent payable  hereunder.  Landlord and its agents
shall  be  permitted  reasonable  access  to the  Premises  for the  purpose  of
installing  and  servicing  systems  within the  Premises  deemed  necessary  by
Landlord to provide the services and utilities referred to in this Section 11 to
Tenant and other tenants in the Building.

         Landlord reserves the right to charge Tenant the reasonable cost, based
on usage, of the removal of all trash and the reasonable cost of  water/sewerage
or electric service to the extent Tenant's trash disposal, water/sewerage and/or
electrical usage exceeds, in Landlord's reasonable opinion,  normal usage for an
office tenant.

         In the event any failure to supply services continues uninterrupted for
a period of greater than  fourteen  (14)  consecutive  calendar days and thereby
renders the Premises wholly or partially untenantable,  the rent shall be abated
to the extent of such untenantability.

         12.  ELECTRIC CURRENT.

         Landlord shall be under no obligation to furnish  electrical  energy to
Tenant in amounts  greater  than needed for  lighting  and normal and  customary
items of equipment for general office purposes,  and Tenant shall not install or
use on the Premises any electrical  equipment,  appliance or machine which shall
require amounts of electrical energy exceeding the standard wattage provided for
the Building,  unless the  installation  and use of such  additional  electrical
equipment, appliance, or machine has been approved by Landlord pursuant to terms
and  conditions  set  forth  in a  separate  agreement,  which  approval  may be
conditioned  upon the payment by Tenant, as Additional Rent, of the cost of the
additional  electrical  energy and  modifications  to the Building's  electrical
system required for the operation of such electrical  equipment,  appliance,  or
machine.

         13.  LOSS, DAMAGE AND INJURY.

         To the maximum extent permitted by law, Tenant shall occupy and use the
Premises, the Building and the Common Area at Tenant's own risk. Consistent with
the provisions of subsection 16.4, Tenant's Personal Property and personal items
of those claiming by, through or under Tenant,  located in or on the Premises or
the  Building  shall be and  remain at the sole  risk of  Tenant  or such  other
person.

         No representation, guaranty, assurance, or warranty is made or given by
Landlord  that the  communications  or security  systems,  devices or procedures
used, if any, will be effective to prevent  injury to Tenant or any other person
or damage  to,  or loss (by  theft or  otherwise)  of any of  Tenant's  Personal
Property or of the property of any other person, and Landlord reserves the right
to discontinue or modify at any time such  communications  or security  systems,
devices, or procedures without liability to Tenant.


<PAGE>

         14.  REPAIRS BY LANDLORD.

         Landlord  shall keep the Premises  and the Building and all  machinery,
equipment, fixtures and systems of every kind attached to, or used in connection
with  the  operation  of,  the  Building,  including  all  electrical,  heating,
mechanical,   sanitary,   sprinkler,   utility,   power,   plumbing,   cleaning,
refrigeration,  ventilating, air conditioning and elevator systems and equipment
(excluding, however, lines, improvements,  systems and machinery for water, gas,
steam and  electricity  owned and  maintained by any public  utility  company or
governmental  agency  or body) in good  order  and  repair  consistent  with the
operation of the Building as a first-class  office  building.  Landlord,  at its
expense  (subject to  reimbursement by Tenant pursuant to Section 7), shall make
all repairs and replacements  necessary to comply with its obligations set forth
in the immediately  preceding  sentence,  except for (a) repairs  required to be
made by Tenant  pursuant  to  Section 8 and (b)  repairs  caused by the  willful
misconduct of Tenant, its agents, employees,  invitees and guests, which repairs
shall be made by Landlord at the cost of Tenant,  and for which Tenant shall pay
promptly,  as Additional Rent, upon receipt of an invoice setting forth the cost
of such repairs.  There shall be no abatement in rents due and payable hereunder
and no  liability  on the part of  Landlord  by reason of any  inconvenience  or
annoyance arising from Landlord's  making repairs,  additions or improvements to
the Building in accordance with its obligations hereunder.

         15.  ALTERATIONS, TITLE AND PERSONAL PROPERTY.

         15.1.  Alterations.  Tenant shall in no event make or permit to be made
any alteration, modification,  substitution or other change of any nature to the
mechanical, electrical, plumbing, HVAC, and  sprinkler systems within or serving
the Premises.  After  completion of Tenant's  Improvements  within the Premises,
Tenant  shall not make or  permit  any other  improvements,  alterations,  fixed
decorations,  substitutions or  modifications,  structural or otherwise,  to the
Premises or the Building  ("Alterations")  without the prior written approval of
Landlord.  Landlord  shall not  unreasonably  withhold  or delay its  consent to
Alterations  which  do  not  affect  the  structural,  mechanical,  plumbing  or
electrical  elements or systems of the  Building  and which are not visible from
outside the Premises,  provided  such work  conforms  with the design  criteria,
standards and  architectural  guidelines for the Building.  Landlord's  approval
shall include the conditions  under which  acceptable  Alterations  may be made.
Alterations  shall  include,   but  not  be  limited  to,  the  installation  or
modification of carpeting, walls, partitions, counters, doors, shelves, lighting
fixtures,  hardware,  locks, ceiling,  window and wall coverings;  but shall not
include the initial Tenant's Improvements placed within the Premises pursuant to
Section 5.1. All Alterations shall be based on complete plans and specifications
prepared  and  submitted  by  Tenant to  Landlord  for  approval,  except in the
instance of cosmetic  changes,  such as painting  and  carpeting,  in which case
Tenant shall provide  Landlord with samples  showing  colors,  styles,  etc. All
Alterations shall be made by Landlord at Tenant's sole cost,  payable by Tenant,
as Additional Rent, within thirty (30) days after receipt of an invoice for same
from  Landlord,  which  cost  shall  include  Landlord's  standard  construction
management fee, which such fee as of the Lease Commencement Date is thirteen and
a half  percent  (13.5%).  Tenant  shall  be  responsible  for  the  cost of any
additional  improvements  within the Premises or the Common Area required by The
Americans with Disabilities Act of 1990 as a result of Tenant's Alterations.

         If Tenant makes any Alterations  without the prior consent of Landlord,
then, in addition to Landlord's  other remedies,  Landlord may correct or remove
such  Alterations  and Tenant shall pay the cost thereof,  as  Additional  Rent,
within ten (10) days of receipt of invoice from Landlord.


<PAGE>

         15.2.  Title.  The  Tenant   Improvements,   all  Alterations  and  all
equipment, machinery, furniture, furnishings, and other property or improvements
installed  or located in the  Premises  by or on behalf of  Landlord  or Tenant,
other than Tenant's Personal Property, (a) shall immediately become the property
of Landlord and (b) shall remain upon and be  surrendered  to Landlord  with the
Premises  as a  part  thereof  at  the  end of  the  Term.  Notwithstanding  the
foregoing, Landlord may, upon notice to Tenant at the time Alterations are made,
elect that any  Alterations  be removed at the end of the Term,  and  thereupon,
Landlord  shall at Tenant's sole expense,  cause such  Alterations to be removed
and  restore  the  Premises  to its  condition  prior  to  the  making  of  such
Alterations,  reasonable wear and tear excepted. Tenant shall promptly reimburse
Landlord,  as Additional  Rent, for the cost of such work,  which  reimbursement
obligation shall survive termination of the Lease.

         15.3.  Tenant's Personal  Property.  "Tenant's Personal Property" means
all equipment,  machinery,  furniture,  furnishings and/or other property now or
hereafter  installed  or placed in or on the Premises by and at the sole expense
of Tenant  with  respect  to which  Tenant  has not been  granted  any credit or
allowance by Landlord and which (a) is not used, or was not procured for use, in
connection with the operation,  maintenance or protection of the Premises or the
Building;  (b) is removable without damage to the Premises or the Building;  and
(c) is not a replacement of any property of Landlord,  whether such  replacement
is made at Tenant's expense or otherwise. Notwithstanding any other provision of
this Lease,  Tenant's Personal Property shall not include any Alterations or any
improvements or other property installed or placed in or on the Premises as part
of Tenant's Improvements,  whether or not installed at Tenant's expense.  Tenant
shall promptly pay all personal property taxes on Tenant's Personal Property, as
applicable.  Provided  that  Tenant  is  not  then  in  default  of  any  of its
obligations  under this Lease,  Tenant may remove all Tenant's Personal Property
from the Premises at the  termination of this Lease.  Any property  belonging to
Tenant  or any other  person  which is left in the  Premises  after the date the
Lease is terminated  for any reason shall be deemed to have been  abandoned.  In
such event,  Landlord  shall have the right to declare  itself the owner of such
property and to dispose of it in whatever manner Landlord considers  appropriate
without  waiving its right to claim from Tenant all expenses and damages  caused
by Tenant's failure to remove such property, and Tenant shall not have any right
to compensation or claim against Landlord as a result.

         16.  INSURANCE.

         16.1.  Tenant's  Insurance.  Tenant,  at its expense,  shall obtain and
maintain in effect as long as this Lease remains in effect and during such other
time as Tenant occupies the Premises or any part thereof  insurance  policies in
accordance with the following provisions.

         A. Coverage.

                  (i) commercial general liability  insurance policy,  including
insurance  against  assumed or  contractual  liability  under this  Lease,  with
respect to the Property,  to afford protection with limits,  per occurrence,  of
not less than Two Million  Dollars  ($2,000,000),  combined  single limit,  with
respect to personal injury, bodily injury,  including death, and property damage
and  Four  Million  Dollars  ($4,000,000)   aggregate  (occurrence  form),  such
insurance to provide for no deductible;

                  (ii) all-risk  property  insurance  policy,  including  theft,
written  at  replacement  cost  value  and with  replacement  cost  endorsement,
covering all of Tenant's Personal Property in the Premises, and covering loss of
income  resulting  from  casualty,  such  insurance to provide for no deductible
greater than Five Thousand Dollars ($5,000).


<PAGE>

                  (iii)  worker's   compensation  or  similar  insurance  policy
offering statutory coverage and containing  statutory limits, which policy shall
also  provide  Employer's  Liability  Coverage  of not less  than  Five  Hundred
Thousand Dollars ($500,000) per occurrence.

                  (iv) Tenant shall require any construction contractor retained
by it to perform  work on the Premises to carry and  maintain,  at no expense to
Landlord,  during  such  times as  contractor  is  working  in the  Premises,  a
non-deductible (a) commercial general liability insurance policy, including, but
not limited to, contractor's liability coverage, contractual liability coverage,
completed  operations  coverage,  broad form  property  damage  endorsement  and
contractor's protective liability coverage, to afford protection with limits per
person  and  for  each  occurrence,   of  not  less  than  Two  Million  Dollars
($2,000,000),  combined  single limit,  and with respect to personal  injury and
death  and  property  damage,  Four  Million  Dollars   ($4,000,000)   aggregate
(occurrence  form) and Two  Million  Dollars  ($2,000,000)  aggregate  completed
operations;  (b)  automobile  liability  insurance  in the amount of One Million
Dollars  ($1,000,000)  combined  single  limit for bodily  injury  and  property
damage;  (c) worker's  compensation  insurance or similar  insurance in form and
amounts as required by law; and (d) any other insurance  reasonably  required of
Tenant by Landlord or any Mortgagee.

                  (v)   Notwithstanding   anything   set  forth  above  in  this
subsection  16.1 to the contrary,  all dollar limits  specified  herein shall be
increased  from time to time as  reasonably  necessary  to  effect  economically
equivalent  insurance  coverage,  or coverage  deemed  adequate in light of then
existing circumstances.

         B. Policies.

         Such  policies  shall  be  maintained  with  companies  licensed  to do
business in the State  where the  Premises  are  located and in form  reasonably
acceptable  to Landlord and will be written as primary  policy  coverage and not
contributing  with, or in excess of, any coverage  which  Landlord  shall carry.
Such  policies  shall be provided on an occurrence  form basis unless  otherwise
approved  by Landlord  and shall  include  Landlord  and its  managing  agent as
additional  insured as to coverage under paragraphs  16.1.A.(i) and 16.1.A.(iv).
Such  policies  shall  also  contain a waiver  of  subrogation  provision  and a
provision   stating  that  such  policy  or  policies  shall  not  be  canceled,
non-renewed,  reduced in coverage or materially altered except after thirty (30)
day's  written  notice,  said notice to be given in the manner  required by this
Lease to Landlord,  Attention: Risk Management Department.  All such policies of
insurance  shall be  effective  as of the date Tenant  occupies the Premises and
shall be  maintained in force at all times during the Term of this Lease and all
other times during which Tenant shall occupy the Premises.  Tenant shall deposit
the policy or policies of such required  insurance or certificates  thereof with
Landlord prior to the Lease Commencement Date.

         16.2.  Tenant's  Failure  to  Insure.  If Tenant  shall  fail to obtain
insurance  as required  under this  Section 16,  Landlord  may, but shall not be
obligated to,  obtain such  insurance,  and in such event,  Tenant shall pay, as
Additional Rent, the premium for such insurance upon demand by Landlord.

         16.3.  Compliance  with  Policies.  Tenant  shall not do or allow to be
done,  or keep,  or allow to be kept,  anything  in, upon or about the  Premises
which will contravene  Landlord's  policies  insuring  against loss or damage by
fire, other casualty, or any other cause,  including without limitation,  public
liability,  or which will  prevent  Landlord  from  procuring  such  policies in
companies acceptable to Landlord.  If any act or failure to act by Tenant in and
about the  Building  and the  Premises  shall  cause the rates  with  respect to
Landlord's  insurance  policies to be  increased  beyond  those rates that would
normally  be  applicable  for such  limits of  coverage,  Tenant  shall pay,  as
Additional Rent, the amount of any such increases upon demand by Landlord.


<PAGE>

         16.4.  Waiver of Right of Recovery.  Except as provided in Section 8.3,
neither party, including Landlord's managing agent, shall be liable to the other
party,  including Landlord's managing agent, or to any insurance company (by way
of subrogation or otherwise) insuring the other party, for any loss or damage to
any building,  structure or other tangible property, or loss of income resulting
therefrom,  or losses under worker's  compensation laws and benefits even though
such loss or damage might have been  occasioned by the negligence of such party,
its agents or employees. The provisions of this Section 16.4 shall not limit the
indemnification for liability to third parties pursuant to Section 22.

         16.5.  Landlord's  Insurance.  Landlord shall carry commercial general
liability  insurance with regard to the Property and all-risk property insurance
on the Property,  including Tenant  Improvements and Alterations but excluding
Tenant's Personal Property.

         Landlord  shall not be  obligated  to  repair  any  damage to  Tenant's
Personal Property or replace the same.

         17.  DAMAGE AND DESTRUCTION.

         17.1.  Landlord's  Obligation  to Repair  and  Reconstruct.  If, as the
result of fire,  the  elements,  accident or other  casualty (any of such causes
being referred to herein as a "Casualty"), the Premises shall be rendered wholly
or partially untenantable (damaged to such an extent as to preclude Tenant's use
of the Premises  for the purposes  originally  intended),  then,  subject to the
provisions of subsection 17.2,  Landlord shall cause such damage to be repaired,
including Tenant  Improvements  and  Alterations,  and the Annual Basic Rent and
Additional  Rent (but not any Additional  Rent due Landlord  either by reason of
Tenant's  failure to perform any of its  obligations  hereunder  or by reason of
Landlord's having provided Tenant with additional  services  hereunder) shall be
abated  proportionately as to the portion of the Premises rendered  untenantable
during the period of such untenantability. All such repairs shall be made at the
expense of Landlord.  Landlord shall not be liable for  interruption to Tenant's
business  or for  damage  to or  replacement  or  repair  of  Tenant's  Personal
Property,  all of which  replacement or repair shall be undertaken and completed
by Tenant, at Tenant's expense.

         If the Premises  shall be damaged by Casualty,  but the Premises  shall
not be  thereby  rendered  wholly  or  partially  untenantable,  Landlord  shall
promptly  cause such damage to be repaired  and there shall be no  abatement  of
rent reserved hereunder.

         17.2. Termination of Lease. (A) If the Premises are (1) rendered wholly
untenantable,  or (2)  damaged as a result of any cause  which is not covered by
Landlord's  insurance,  or (B) if the Building is damaged to the extent of fifty
percent (50%) or more of the gross leasable area thereof, or (C) if, for reasons
beyond  Landlord's  control  or by virtue of the terms of any  financing  of the
Building, sufficient insurance proceeds are not available for the reconstruction
or  restoration  of the  Building  or  Premises,  then,  in any of such  events,
Landlord  may elect to terminate  this Lease by giving to Tenant  notice of such
election within sixty (60) days after the occurrence of such event, or after the
insufficiency  of  such  proceeds  becomes  known  to  Landlord,   whichever  is
applicable.  If such notice is given,  the rights and obligations of the parties
shall cease as of the date set forth in such  notice,  and the Annual Basic Rent
and Additional  Rent (but not any Additional  Rent due Landlord either by reason
of Tenant's failure to perform any of its obligations  hereunder or by reason of
Landlord's having provided Tenant with additional  services  hereunder) shall be
adjusted  as of the date set  forth in such  notice,  or, if the  Premises  were
rendered untenantable, as of the date of the Casualty.


<PAGE>

         Within  ninety (90) days  following a Casualty,  Landlord  shall notify
Tenant  in  writing  of the date on  which  Landlord,  in its best  professional
judgment,  estimates restoration will be substantially completed. If restoration
is expected to exceed one hundred eighty (180) days after the date of Landlord's
notice,  then  Tenant  shall have the right to  terminate  this Lease on written
notice to Landlord  within fifteen (15) days after receipt of Landlord's  notice
unless Landlord, at its sole expense, temporarily relocates Tenant to comparable
office space within another building in the Business  Community for the duration
of the restoration.  In the event of such a relocation, the rent per square foot
payable  by Tenant for the  temporary  space  shall  equal the lesser of (i) the
rents per square  foot  reserved  under this Lease for the  Premises or (ii) the
current  market rental rate for the  temporary  space as determined by Landlord,
which shall not be more than the rate at which  Landlord  would offer such space
to any other third party.

         17.3.  Demolition  of  the  Building.  If  the  Building  shall  be  so
substantially damaged that it is reasonably  necessary,  in Landlord's judgment,
to  demolish  the  Building  for the  purpose of  reconstruction,  Landlord  may
demolish the same, in which event the Annual Basic Rent and Additional Rent (but
not any  Additional  Rent due Landlord  either by reason of Tenant's  failure to
perform  any of its  obligations  hereunder  or by reason of  Landlord's  having
provided Tenant with additional  services hereunder) shall be abated to the same
extent as if the Premises were rendered wholly untenantable by a Casualty.

         17.4.  Insurance  Proceeds.  If the Lease is not terminated pursuant to
subsection 17.2, Landlord shall, subject to the terms of any Mortgage,  disburse
and apply any insurance  proceeds  received by Landlord to the  restoration  and
rebuilding  of the Building in  accordance  with  subsection  17.1  hereof.  All
insurance  proceeds  payable with respect to the Premises and the Building shall
belong to and shall be  payable to  Landlord.  Notwithstanding  anything  to the
contrary,  Tenant shall be entitled to receive all proceeds payable with respect
to Tenant's Personal Property.

         18.  CONDEMNATION.

         18.1. Termination.  If either the entire Premises or the Building shall
be  acquired  or  condemned  by any  governmental  authority  under its power of
eminent domain for any public or quasi-public  use or purpose,  this Lease shall
terminate as of the date of vesting or  acquisition  of title in the  condemning
authority and the rents hereunder shall be abated on that date. If less than the
whole but more than fifty  percent  (50%) of the Rental Area of the  Premises or
more than fifty  percent  (50%) of the total area of the  Building  (even if the
Premises are  unaffected) or such portion of the Common Area as shall render the
Premises  or the  Building  untenantable  should be so  acquired  or  condemned,
Landlord and Tenant shall each have the option to terminate this Lease by notice
given to the other  within  ninety (90) days of such  taking.  In the event that
such a notice of termination is given, this Lease shall terminate as of the date
of vesting or acquisition  of title in the  condemning  authority and the Annual
Basic Rent and Additional  Rent (but not any Additional Rent due Landlord either
by reason of Tenant's failure to perform any of its obligations hereunder, or by
reason of Landlord's having provided Tenant with additional  services hereunder)
shall be adjusted as of such date.

         If (a) neither  Landlord nor Tenant  shall  exercise  their  respective
options to terminate this Lease,  as hereinabove  set forth,  or (b) some lesser
portion of the Premises or the Building or Common Area, which does not give rise
to a right  to  terminate  pursuant  to this  subsection  18.1,  is taken by the
condemning  authority,  this Lease shall continue in force and effect,  but from
and after the date of the  vesting  of title in the  condemning  authority,  the
Annual Basic Rent payable  hereunder  during the  unexpired  portion of the Term


<PAGE>

shall be reduced in  proportion to the reduction in the total Rental Area of the
Premises,  and any  Additional  Rent (but not any  Additional  Rent due Landlord
either  by  reason  of  Tenant's  failure  to  perform  any of  its  obligations
hereunder,  or by reason of Landlord's  having  provided  Tenant with additional
services  hereunder)  payable  pursuant to the terms hereof shall be adjusted to
reflect the diminution of the Premises and/or the Building, as the case may be.

         18.2.  Rights to Award.  Tenant  shall have no claim  against  Landlord
arising out of the taking or condemnation, or arising out of the cancellation of
this Lease as a result of any such taking or condemnation, or for any portion of
the  amount  that may be  awarded  as  damages  as a  result  of any  taking  or
condemnation,  or for the value of any unexpired portion of the Term, or for any
property lost through  condemnation,  and Tenant hereby  assigns to Landlord all
its  right,  title and  interest  in and to any such  award  with  regard to the
Premises;  provided,  however,  that, in the event of a total taking, Tenant may
assert any claim it may have against the condemning  authority for  compensation
for  Tenant's  Personal  Property  lost  thereby,  loss of  income,  and for any
relocation  expenses  compensable by statute and receive such awards therefor as
may be allowed in the condemnation  proceedings  provided that such awards shall
be made in  addition  to, and  stated  separately  from,  the award made for the
Building,  the  underlying  land  and  the  Premises.  Landlord  shall  have  no
obligation to contest any taking or condemnation.

         19.  BANKRUPTCY.

         19.1.  Event of Bankruptcy.  For purposes of this Lease, each of the
following  shall be deemed an "Event of Tenant's Bankruptcy":

                  (a)      if Tenant becomes insolvent, as defined in the
                           Bankruptcy Code, or under the Insolvency Laws;

                  (b)      the  commencement of any action or proceeding for the
                           dissolution  or  liquidation  of  Tenant  or for  the
                           appointment  of a receiver or trustee of the property
                           of Tenant,  whether  instituted by or against Tenant,
                           if not bonded or  discharged  within thirty (30) days
                           of the date of the commencement of such proceeding or
                           action;

                  (c)      if Tenant files a voluntary petition under the
                           Bankruptcy Code or Insolvency Laws;

                  (d)      if there is filed  an  involuntary  petition  against
                           Tenant as the  subject  debtor  under the  Bankruptcy
                           Code  or  Insolvency  laws,  which  is not  dismissed
                           within  sixty  (60) days of  filing,  or  results  in
                           issuance  of an order for relief  against the debtor;
                           and

                  (e)      if Tenant makes or consents to an assignment of its
                           assets, in whole or in part, for the benefit of
                           creditors, or to a common law composition of
                           creditors.

         As used  herein,  (i)  "Bankruptcy  Code"  means title 11 of the United
States Code, 11 U.S.C.  Section 101 et. seq. as amended or any successor statute
and (ii)  Insolvency Laws means the insolvency laws of any state or territory of
the United States.


<PAGE>

         19.2.  Assumption by Trustee. If Tenant becomes the subject debtor in a
case pending under the Bankruptcy Code, Landlord's right to terminate this Lease
under  Section 20 hereof shall be subject to the  applicable  rights (if any) of
the Trustee in Bankruptcy to assume or assign this Lease as then provided for in
the Bankruptcy  Code.  However,  the Trustee in Bankruptcy must give to Landlord
and Landlord must receive proper  written notice of the Trustee's  assumption or
rejection of this Lease, within sixty (60) days (or such other applicable period
as is  provided  for in the  Bankruptcy  Code)  after the date of the  Trustee's
appointment.  The failure of the Trustee to give notice of the assumption within
the period shall conclusively and irrevocably constitute the Trustee's rejection
of this Lease and waiver of any rights of the  Trustee to assume or assign  this
Lease.  The  Trustee  shall not have the right to  assume or assign  this  Lease
unless the Trustee (i) promptly  and fully cures all defaults  under this Lease,
(ii) promptly and fully  compensates  Landlord for all monetary damages incurred
as a result of such default,  and (iii) provides to Landlord adequate  assurance
of future performance.  In the event Tenant is unable to: (i) cure its defaults,
(ii)  reimburse  Landlord  for its monetary  damages,  or (iii) pay the Rent due
under this Lease on time,  then Tenant  hereby agrees in advance that it has not
met its burden to provide  adequate  assurance of future  performance,  and this
Lease may be terminated by Landlord in accordance with Section 20.

         19.3. Tenant's Guarantor's Bankruptcy. Notwithstanding any of the other
provisions of this Lease, in the event Tenant's obligations under this Lease are
guaranteed by a guarantor, and said guarantor shall voluntarily or involuntarily
come  under  the  jurisdiction  of the  Bankruptcy  Code,  and  thereafter  said
guarantor or its trustee in  bankruptcy,  under the authority of and pursuant to
applicable   provisions  thereof,   shall  determine  to  assign  the  guarantee
obligations of said  guarantor  hereunder,  Tenant and its said guarantor  agree
that  (a)  said  guarantor  or its  trustee  will  provide  Landlord  sufficient
information  enabling it to independently  determine whether Landlord will incur
actual and substantial detriment by reason of such assignment, and (b) "adequate
assurance of future performance" in regard to such guarantee obligations of said
guarantor,  as that term is generally defined under the Bankruptcy Code, will be
provided  to  Landlord by said  guarantor  or its trustee and its  assignee as a
condition of said assignment.

         20.  DEFAULT PROVISIONS AND REMEDIES.

         20.1.  Events of Default.  Each of the following shall be deemed an
Event of Default by Tenant under this Lease:

                  a.  failure of Tenant to pay  Annual  Basic  Rent,  Additional
Rent,  or any  other sum  required  to be paid  under  the terms of this  Lease,
including  late  charges,  within ten (10) days after  notice  from  Landlord of
non-payment;

                  b.  failure by Tenant to perform  or observe  any other  term,
covenant,  agreement  or  condition  of this Lease,  on the part of Tenant to be
performed  (other than those  obligations of Tenant set forth in subsection 16.2
for which  Tenant shall be entitled to receive no prior  notice,  and other than
the conditions set forth in paragraphs  20.1.a, c, d, e, f and g, which shall be
governed solely by the provisions set forth herein),  within ten (10) days after
notice  thereof from the  Landlord,  unless such  performance  shall  reasonably
require a longer period,  in which case Tenant shall not be deemed in default if
Tenant commences the required  performance  promptly and thereafter  pursues and
completes such action  diligently and  expeditiously and in any event within not
more than thirty (30) days;

                  c. the filing of a tax or mechanic's lien against any property
of Tenant  which is not bonded or discharged within thirty (30) days of the date
such lien is filed;


<PAGE>

                  d. abandonment of the Premises by Tenant;  provided,  however,
that  Tenant  shall not be deemed to be in default  hereunder  so long as Tenant
shall continue the payment of Annual Basic Rent and  Additional  Rent under this
Lease;

                  e.  an Event of Tenant's Bankruptcy;

                  f.  the sale of Tenant's interest in the Premises under
attachment, execution or similar legal process; and

                  g. the failure of Tenant to vacate the Premises upon the
expiration of the Term, or the earlier termination thereof pursuant to the
other provisions hereof.

         20.2.  Remedies.  Upon the occurrence of an Event of Default, Landlord,
without notice to Tenant in any instance (except where expressly provided for
below or by applicable law) may do any one or more of the following:

         (a)      Intentionally deleted

         (b)      perform, on behalf and at the expense of Tenant, any
                  obligation of Tenant under this Lease which Tenant has failed
                  to perform and of which Landlord shall have given Tenant
                  notice, the cost of which performance by Landlord, together
                  with interest thereon at the Default Rate from the date of
                  such expenditure, shall be payable by Tenant to Landlord, as
                  Additional Rent, upon demand.  Notwithstanding the provisions
                  of this clause (b) and regardless of whether an Event of
                  Default shall have occurred, Landlord may exercise the remedy
                  described in clause (b) without any notice to Tenant if
                  Landlord, in its good faith judgment, believes it would be
                  materially injured by failure to take rapid action or if the
                  unperformed obligation of Tenant constitutes an emergency;

         (c)      elect to terminate  this Lease and the tenancy  created hereby
                  by giving notice of such  election to Tenant,  and reenter the
                  Premises,  by summary  proceedings  or  otherwise,  and remove
                  Tenant and all other  persons and property  from the Premises,
                  and store such property in a public  warehouse or elsewhere at
                  the cost of and for the  account of Tenant  without  resort to
                  legal  process and without  Landlord  being  deemed  guilty of
                  trespass or becoming liable for any loss or damage  occasioned
                  thereby;

         (d)      declare any option which Tenant may have to renew the Term or
                  expand the Premises to be null and void and of no further
                  force and effect; or

         (e)      exercise any other legal or equitable right or remedy which it
                  may have.

         Any costs and  expenses  incurred  by Landlord  and Tenant  (including,
without limitation,  reasonable  attorneys' fees) in enforcing any of its rights
or remedies under this Lease shall be paid to Landlord by Tenant,  as Additional
Rent, upon demand.


<PAGE>

         20.3.  Damages.  If this Lease is  terminated  by Landlord  pursuant to
Section  20.2.(c),  Tenant  nevertheless  shall remain liable for (a) any Annual
Basic Rent,  Additional Rent, and damages which may be due or sustained prior to
such termination, and (b) all reasonable costs, fees and expenses including, but
not limited to,  attorneys'  fees,  costs and  expenses  incurred by Landlord in
pursuit of its remedies hereunder or in renting the Premises to others from time
to time.  In addition,  Landlord may recover from Tenant  additional  damages to
compensate  Landlord for loss of rent resulting  from  termination of the Lease,
which, at the election of Landlord, shall be either:

         (i)      An amount equal to the rent which, but for termination of
                  this Lease, would have become due during the remainder of the
                  Term, less the amount of rent, if any, which Landlord shall
                  receive during such period from others to whom the Premises
                  may be rented (other than any Additional Rent received by
                  Landlord as a result of any failure of such other person to
                  perform any of  its obligations to Landlord), in which case
                  such damages shall be computed and payable in monthly
                  installments, in advance, on the first day of each calendar
                  month following termination of the Lease and continuing until
                  the date on which the Term would have expired but for such
                  termination; any suit or action brought to collect any such
                  damages for any month shall not in any manner prejudice the
                  right of Landlord to collect  any damages for any subsequent
                  month by a similar proceeding; or

         (ii)     an amount equal to the present worth (as of the date of such
                  termination) of rent which, but for termination of this Lease,
                  would have become due during the remainder of the Term, in
                  which case such damages shall be payable to Landlord  in one
                  lump sum on demand and shall bear interest at the Default Rate
                  until paid.  For purposes of this clause (ii), "present worth"
                  shall be computed by discounting such amount to present worth
                  at a discount rate equal to one percentage point above the
                  discount rate then in effect at the Federal Reserve Bank
                  nearest to the location of  the Property.  Notwithstanding
                  anything to the contrary contained in this paragraph, Landlord
                  agrees to limit its right to accelerate and collect the
                  present worth of Annual Basic Rent due, to successive eighteen
                  (18) month periods following the date of the Default until the
                  Lease Termination Date.

         Damages  shall be due and payable  immediately  upon demand by Landlord
following any termination of this Lease pursuant to Section 20.2.

         If this Lease is  terminated  pursuant to Section  20.2.,  Landlord may
re-lease  the  Premises  or any part  thereof,  alone  or  together  with  other
premises,  for such term(s)  (which may be greater or less than the period which
otherwise would have  constituted the balance of the Term) and on such terms and
conditions  (which may include  concessions or free rent and  alterations of the
Premises) as Landlord,  in its sole  discretion,  may determine.  The failure or
refusal of Landlord to re-lease the Premises or any part or parts  thereof shall
not release or affect Tenant's liability for damages.

         Nothing  contained in this Lease shall limit or prejudice  the right of
Landlord to prove and obtain in proceedings for the termination of this Lease by
reason of bankruptcy or  insolvency,  an amount equal to the maximum  allowed by
any  statute  or rule of law in  effect  at the time  when,  and  governing  the
proceedings in which, the damages are to be proved, whether or not the amount be
greater,  equal to, or less than the amount of the loss or damages  referred  to
above.


<PAGE>

         Notwithstanding anything to the contrary in this Section 20.3, Landlord
shall use  reasonable  efforts to re-lease the Premises,  provided that Landlord
shall not be  required  to (i) use  methods or  procedures  other than its usual
methods and procedures for finding tenants for comparable space in the Building;
(ii)  lease  the  Premises  in  preference  to any other  space in the  Building
available for lease,  regardless  of when such other space became  available for
lease;  (iii) lease the Premises at rents lower than the rate at which  Landlord
would otherwise offer such space to a third party;  (iv) to make improvements to
the Premises at Landlord's  expense;  and (v) lease the Premises for any purpose
or use other than that specifically  permitted by this Lease. Landlord shall not
be liable to Tenant for Landlord's  failure to re-lease the Premises despite the
exercise  of  reasonable  efforts  pursuant  to  this  paragraph,  and  no  such
re-leasing  shall  relieve  Tenant  of its  obligations  under the terms of this
Lease, including, without limitation, the payment of rent as set forth herein.

         20.4. No Waiver.  No act or omission by Landlord  shall be deemed to be
an  acceptance  of a  surrender  of the  Premises or a  termination  of Tenant's
liabilities  hereunder,  unless  Landlord  shall  execute a written  release  of
Tenant. Tenant's liability hereunder shall not be terminated by the execution by
Landlord  of any  new  lease  for  all or any  portion  of the  Premises  or the
acceptance of rent from any assignee or subtenant.

         20.5.  Remedies Not Exclusive.  All rights and remedies of Landlord set
forth in this Lease shall be cumulative,  and none shall exclude any other right
or  remedy,  now  or  hereafter  allowed  by or  available  under  any  statute,
ordinance,  rule of court,  or the common  law,  either at law or in equity,  or
both. For the purposes of any suit brought or based hereon,  this Lease shall be
construed to be a divisible contract,  to the end that successive actions may be
maintained on this Lease as successive periodic sums shall mature hereunder. The
failure of  Landlord  to  insist,  in any one or more  instances,  upon a strict
performance  of any of the  covenants,  terms and conditions of this Lease or to
exercise any right or option herein contained shall not be construed as a waiver
or a relinquishment for the future, of such covenant, term, condition,  right or
option,  but the same shall  continue and remain in full force and effect unless
the  contrary is  expressed  by Landlord in writing.  The receipt by Landlord of
rents  hereunder,  with  knowledge of the breach of any  covenant  hereof or the
receipt  by  Landlord  of less  than the full rent due  hereunder,  shall not be
deemed a waiver of such breach or of Landlord's  right to receive the full rents
hereunder,  and no waiver by Landlord of any provision hereof shall be deemed to
have been made unless expressed in writing and signed by Landlord.

         20.6. Persistent Failure to Pay Rent. In addition to any other remedies
available  to Landlord  pursuant to this Lease or by law,  Landlord  may, at any
time  throughout  the Term of this  Lease,  terminate  this Lease upon  Tenant's
default on three (3)  separate  occasions  during any twelve  (12) month  period
under subsection  20.1.a,  regardless of whether or not such prior defaults have
been cured.  Termination,  pursuant to this subsection  20.6, shall be effective
upon Landlord's delivery to Tenant of a notice of termination.

         21.  Intentionally Deleted.


<PAGE>

         22.  INDEMNITY.

         To the maximum extent  permitted by law, Tenant shall  indemnify,  hold
harmless and (at Landlord's  option) defend Landlord,  its agents,  servants and
employees  from and against  all claims,  actions,  losses,  costs and  expenses
(including  attorneys'  and  other  professional  fees),  judgments,  settlement
payments,  and,  whether or not  reduced  to final  judgment,  all  liabilities,
damages,  or fines paid, incurred or suffered by any third parties to the extent
arising directly or indirectly from (a) any default by Tenant under the terms of
this Lease,  (b) the use or  occupancy  of the  Property by Tenant or any person
claiming through or under Tenant,  and/or (c) any acts or omissions of Tenant or
any contractor,  agent, employee,  invitee or licensee of Tenant in or about the
Property.  The  foregoing  indemnity is in addition to, and not in  substitution
for, any indemnity given by Tenant to Landlord under Section 8.3.

         To the maximum extent permitted by law, Landlord shall indemnify,  hold
harmless and defend Tenant, its agents,  servants and employees from and against
all claims, actions,  losses, costs and expenses (including attorneys' and other
professional fees), judgments,  settlement payments, and, whether or not reduced
to final judgment, all liabilities, damages, or fines paid, incurred or suffered
by any third party to the extent  arising  directly or  indirectly  from (a) any
default by Landlord  under the terms of this Lease,  (b) the use or occupancy of
the Common Area by Landlord or its contractors, agents, or employees, and/or (c)
any acts or  omissions  of Landlord  or any  contractor,  agent,  or employee of
Landlord in or about the Common Area.

         23.  LIMITATION ON LANDLORD LIABILITY.

         The term  "Landlord" as used in this Lease shall mean only the owner or
the  Mortgagee or its  trustees,  as the case may be, then in  possession of the
Property so that in the event of any transfer by Landlord of its interest in the
Property,  the Landlord in possession  immediately  prior to such transfer shall
be,  and  hereby  is,  entirely  released  and  discharged  from all  covenants,
obligations  and  liabilities  of Landlord  under this Lease accruing after such
transfer.  In  consideration of the benefits  accruing  hereunder,  Tenant,  for
itself,  its successors and assigns,  covenants and agrees that, in the event of
any actual or alleged failure,  breach or default hereunder by the Landlord, and
notwithstanding  anything to the contrary contained elsewhere in this Lease, the
remedies of Tenant under this Lease shall be solely and  exclusively  limited to
Landlord's interest in the Property.

         24.  LANDLORD OBLIGATIONS.

         Landlord agrees to perform all of its obligations under this Lease in a
first class manner consistent with the standards applicable to similar buildings
in the  vicinity of the  Building.  Landlord and Tenant shall be excused for the
period of any delay in the performance of any of its obligations  when the delay
is due to any cause or causes beyond Landlord's  control which include,  without
limitation,  acts  of God,  all  labor  disputes,  governmental  regulations  or
controls, civil unrest, war, adverse weather condition,  fire or other casualty,
inability  to obtain any  material,  services,  or  financing  unless  otherwise
provided for in this Lease.  Except where  specifically set forth in this Lease,
there  shall be no  abatement,  set-off  or  deduction  of Annual  Basic Rent or
Additional Rent due under this Lease.


<PAGE>

         25.  ASSIGNMENT AND SUBLETTING.

         25.1.  Prohibited Without Landlord's Consent.  Tenant agrees for itself
and its permitted  successors and assigns in interest hereunder that it will not
(a) assign or otherwise  transfer,  mortgage or otherwise encumber this Lease or
any of its rights  hereunder;  (b) sublet the  Premises  or any part  thereof or
permit the  occupancy  or use of the  Premises or any part thereof by any person
other than Tenant;  and/or (c) permit the  assignment or other  transfer of this
Lease or any of  Tenant's  rights  hereunder  by  operation  of law (each of the
events referred to in the foregoing  clauses (a), (b) and (c) being  hereinafter
referred to as a "Transfer"),  without the prior written  consent of Landlord in
each  instance  first  obtained,  which  consent  may be  given or  withheld  in
Landlord's sole and absolute subjective discretion,  and any consent given shall
not  constitute a consent to any  subsequent  Transfer.  Any attempted  Transfer
without  Landlord's  consent  shall be null and void and  shall not  confer  any
rights  upon  any  purported  transferee,  assignee,  mortgagee,  sublessee,  or
occupant. No Transfer, regardless of whether Landlord's consent has been granted
or  withheld,  shall be deemed to  release  Tenant  from any of its  obligations
hereunder  or to  alter,  impair  or  release  the  obligations  of  any  person
guaranteeing  the  obligations of Tenant  hereunder.  Tenant hereby  indemnifies
Landlord against liability resulting from any claim made against Landlord by any
assignee or subtenant or by any broker  claiming a commission in connection with
the proposed Transfer. In the event Landlord shall consent to a Transfer of this
Lease,  any  option  which  Tenant  may have to renew the Term shall be null and
void.

         Notwithstanding the foregoing, Landlord shall not unreasonably withhold
its consent to a sublet or assignment of this Lease by Tenant provided that: (a)
the proposed  transferee  has a financial  capacity and net worth  sufficient to
fulfill the terms of this Lease,  as determined  by Landlord  based on financial
information about such transferee provided by Tenant or such transferee; (b) the
proposed  use of the Premises by the  proposed  transferee  is permitted by this
Lease and is compatible  with the  operation of the  Building;  (c) the proposed
transferee  is not an existing  tenant in the Building or was not a prospect for
the Building  within six (6) months prior to the proposed  Transfer,  and (d) an
Event of Default does not exist under this Lease.

         Provided Tenant is not in default of any term, covenant or condition of
this  Lease,  Tenant  shall  have the right to assign  this  Lease or sublet the
Premises to a parent,  subsidiary or affiliate corporation of Tenant without the
consent of Landlord. Tenant shall deliver written notice to Landlord of any such
Transfer.  The foregoing waiver of right to consent does not constitute a waiver
of the right of Landlord to consent to any Transfer not  specifically  permitted
hereby.

         25.2.  Stock Transfer.  If Tenant or any Guarantor is a  privately-held
corporation,  then each of the  following  events  shall be deemed a  prohibited
Transfer  under this Section 25 if such event  results in a change in control of
Tenant or  Guarantor:  any  transfer  of  Tenant's  or  Guarantor's  issued  and
outstanding  capital stock;  any issuance of additional  capital  stock;  or the
redemption of any issued and outstanding  stock. If Tenant or any Guarantor is a
partnership, any Transfer of any interest in the partnership or any other change
in the composition of the  partnership,  which results in a change in management
of Tenant or Guarantor from the person or persons managing the partnership as of
the date hereof, shall be deemed a prohibited Transfer under this Section 25.

         Notwithstanding the foregoing, Landlord shall not unreasonably withhold
its consent to a transfer or change of ownership of the voting  corporate  stock
of Tenant which results in a change in control of Tenant,  provided that (a) the
net assets of the Tenant are not  substantially  decreased  by the change in the
corporate  stock  ownership;  (b)  Tenant,  on demand  from  Landlord,  properly
documents  any  changes  in the net  assets  of Tenant  caused by the  change in
control of Tenant,  so that  Landlord  can make an  accurate  judgment as to (a)
hereof;  and (c)  Tenant,  after the  change in  control,  continues  to use the
Premises  for uses  permitted  under this Lease and  operates  its business in a
manner which is consistent  with the  standards of operation for this  Building.
The foregoing  does not  constitute a waiver of the right of Landlord to consent
to any subletting or any assignment.


<PAGE>

         25.3.  Rents from  Transfer.  In the event  Landlord shall consent to a
Transfer of this Lease and the amount of the rents (or other compensation) to be
paid to Tenant by any such  transferee is greater than the rents  required to be
paid by Tenant to Landlord  pursuant to this Lease or a premium is to be paid to
Tenant for an  assignment  of this Lease,  Tenant  shall pay to  Landlord  fifty
percent (50%) of any such excess or any such  premium,  as the case may be, upon
receipt thereof by Tenant from such transferee.

         25.4.  Procedure for Obtaining Landlord's Consent.

         A. In the  event  that,  at any time or from  time to time  prior to or
during  the Term,  Tenant  desires to  Transfer  this Lease in whole or in part,
whether by  operation of law or  otherwise,  Tenant shall submit to Landlord for
its consideration (a) in writing, the name and address of the proposed subtenant
or assignee,  a reasonably  detailed  statement of the proposed  subtenant's  or
assignee's business and reasonably detailed financial references and information
concerning the financial condition of the proposed subtenant or assignee,  (b) a
disclosure  of the  rents to be paid by any  subtenant  in  excess  of the rents
reserved  hereunder or the premium to be paid for the  assignment,  and (c) if a
subletting,  a  description  of the area of the  Premises  to be sublet.  Tenant
agrees to pay Landlord,  as Additional  Rent,  all costs incurred by Landlord in
connection with any actual or proposed Transfer,  including, without limitation,
the  costs  of  making  investigations  as to the  acceptability  of a  proposed
subtenant or assignee and legal costs incurred in connection  with any requested
consent.

         B. Landlord's consent to an assignment of this Lease shall be effective
upon the  execution  by Tenant,  the  assignee,  and  Landlord of an  assignment
document  prepared  by  Landlord  in which the  assignee  shall agree to assume,
observe,  perform, and be bound by, all of Tenant's obligations under this Lease
and Tenant shall agree to remain primarily liable for such obligations.

         Any  consent by  Landlord  to a  subletting  of all or a portion of the
Premises  shall be deemed to have been given only upon the  delivery by Landlord
to Tenant of a consent  document  prepared  and  executed by Landlord  expressly
consenting to such subletting.

         26.  HOLDING OVER.

         Tenant  agrees  to vacate  the  Premises  at the end of the  Term,  and
Landlord shall be entitled to the benefit of all summary  proceedings to recover
possession  of the  Premises  at the  end of the  Term.  If  Tenant  remains  in
possession of the Premises after the  expiration of the Term,  such action shall
not renew this Lease by operation of law and nothing herein shall be deemed as a
consent by Landlord to Tenant's  remaining in the  Premises.  If Tenant fails to
vacate the  Premises as required,  Landlord may consider  Tenant as either (a) a
"Tenant-at-Will" (i.e.  month-to-month tenant) liable for the payment of rent at
the then market rate as determined by Landlord or (b) as a "Tenant-Holding Over"
liable for an amount  equal to the actual  damages  incurred  by  Landlord  as a
result of Tenant's holding over, including,  without limitation, all incidental,
prospective and consequential damages and attorney's fees, but in no event shall
such amount be less than an amount equal to one hundred and fifty percent (150%)
of the Annual Basic Rent, and Additional Rent, reserved hereunder  applicable to
the period of the holdover.  In either event,  all other covenants of this Lease
shall remain in full force and effect.


<PAGE>

         27.  SUBORDINATION AND ATTORNMENT.

         This Lease is subject and  subordinate  to the liens of all  mortgages,
deeds of trust and other security  instruments now or hereafter  placed upon the
Building  or the  Property  or any  portion  thereof  and all  ground  and other
underlying  leases from which  Landlord's  interest is derived (said  mortgages,
deeds of trust, other security instruments,  and ground leases being hereinafter
referred to as "Mortgages" and the mortgagees,  beneficiaries,  secured parties,
and  ground  lessors  thereunder  from  time to time  being  hereinafter  called
"Mortgagees"),  and to any  and  all  renewals,  extensions,  modifications,  or
refinancings  thereof,  without any further act of the Tenant.  If  requested by
Landlord,  however,  Tenant  shall  promptly  execute any  certificate  or other
document confirming such  subordination.  Tenant agrees that, if any proceedings
are brought for the foreclosure of any of the Mortgages, Tenant, if requested to
do so by the purchaser at the foreclosure  sale,  shall attorn to the purchaser,
recognize the purchaser as the landlord under this Lease,  and make all payments
required  hereunder to such new landlord without any deduction or set-off of any
kind whatsoever.  Tenant waives the provisions of any law or regulation,  now or
hereafter  in effect,  which may give,  or purport to give,  Tenant any right to
terminate  this Lease or to alter the  obligations  of Tenant  hereunder  in the
event that any such foreclosure or termination or other proceeding is prosecuted
or completed.

         Notwithstanding   anything  contained  herein  to  the  contrary,   any
Mortgagee may at any time subordinate the lien of its Mortgages to the operation
and effect of this Lease without  obtaining  the Tenant's  consent  thereto,  by
giving the Tenant  written  notice  thereof,  in which event this Lease shall be
deemed to be senior to such Mortgages  without regard to the respective dates of
execution  and/or  recordation  of such  Mortgages and this Lease and thereafter
such Mortgagee  shall have the same rights as to this Lease as it would have had
were this Lease executed and delivered before the execution of such Mortgages.

         If,  in  connection  with  obtaining  financing  for  the  Building,  a
Mortgagee shall request reasonable modifications in this Lease as a condition to
such  financing,  Tenant  will not  unreasonably  withhold,  delay or defer  its
consent thereto,  provided that such  modifications do not materially  adversely
increase the obligations of Tenant hereunder, or materially adversely affect the
leasehold interest hereby created or Tenant's use and enjoyment of the Premises,
or  increase  the  amount of  Annual  Basic  Rent and  Additional  Rent  payable
hereunder.

         Upon Tenant's written request,  Landlord shall use reasonable  efforts,
excluding  the  payment of money,  to obtain a  non-disturbance  agreement  from
Landlord's  Mortgagee with respect to this Lease.  Landlord  agrees to submit to
such  Mortgagee  on  Tenant's  behalf a  non-disturbance  agreement  prepared by
Tenant,  however,  Landlord  makes no  representation  that its  Mortgagee  will
execute any such agreement.

         28.  ESTOPPEL CERTIFICATES.

         Tenant shall, without charge, at any time and from time-to-time, within
fifteen  (15) days after  receipt  of request  therefor  by  Landlord,  execute,
acknowledge and deliver to Landlord a written estoppel certificate, in such form
as may be determined by Landlord,  certifying to Landlord, Landlord's Mortgagee,
any  purchaser  of  Landlord's  interest in the  Building,  or any other  person
designated  by  Landlord,  as of the  date of  such  estoppel  certificate,  the
following,  without  limitation:  (a)  whether  Tenant is in  possession  of the
Premises;  (b) whether this Lease is in full force and effect; (c) whether there
have been any amendments to this Lease,  and if so,  specifying such amendments;
(d)  whether  there are then  existing  any  set-offs  or  defenses  against the
enforcement  of any rights  hereunder,  and if so,  specifying  such  matters in
detail; (e) the dates, if any, to which any rent or other charges have been paid
in advance and the amount of any Security  Deposit  held by  Landlord;  (f) that
Tenant has no knowledge  of any then  existing  defaults of Landlord  under this
Lease, or if there are such defaults, specifying them in detail; (g) that Tenant
has no knowledge of any event having occurred that authorizes the termination of
this Lease by Tenant,  or if such event has  occurred,  specifying it in detail;


<PAGE>

and (h) the address to which  notices to Tenant under this Lease should be sent.
Any such  certificate  may be relied  upon by the person or entity to whom it is
directed or by any other  person or entity who could  reasonably  be expected to
rely on it in the normal  course of business.  The failure of Tenant to execute,
acknowledge  and deliver such a certificate  in accordance  with this Section 28
within fifteen (15) days after a request  therefor by Landlord shall  constitute
an acknowledgment  by Tenant,  which may be relied on by any person who would be
entitled to rely upon any such  certificate,  that such certificate as submitted
by Landlord to Tenant is true and correct.

         29.  PEACEFUL AND QUIET POSSESSION.

         Tenant,  if and so long as it pays all rents due hereunder and performs
and  observes the other terms and  covenants  to be performed  and kept by it as
provided in this Lease,  shall have the  peaceable  and quiet  possession of the
Premises  during  the Term free of any  claims of  Landlord  or anyone  lawfully
claiming by, through or under Landlord,  subject,  however, to the terms of this
Lease and to matters of public record existing as of the date of this Lease.

         30.  LANDLORD'S ACCESS TO PREMISES.

         Landlord  and  its  agents  may  at any  reasonable  time  and  without
incurring any liability to Tenant,  other than  liability  arising under Section
22, enter the Premises to inspect them or to make  alterations or repairs or for
any purpose which Landlord  considers  necessary for the repair,  operation,  or
maintenance  of  the  Building;  provided,  however,  that  in  the  case  of an
emergency,  Landlord may enter the Premises at any time.  Tenant shall allow the
Premises to be exhibited by Landlord (a) at any time to any  representative of a
lender or to any  prospective  purchaser of the Building or Landlord's  interest
therein or (b) within six (6) months of the end of the Term to any  persons  who
may be interested in leasing the Premises.

         Notwithstanding the foregoing, Landlord shall use reasonable efforts to
telephone Tenant  twenty-four (24) hours prior to any inspection except in cases
of  emergencies.  Emergencies for the purpose of this Section shall be deemed to
mean anyone or anything in the Premises,  Building  and/or Common Area requiring
immediate response.  In any event, Tenant agrees to cooperate when access to the
Premises is requested by Landlord.

         31.  Intentionally Omitted.

         32.  BROKERS, COMMISSIONS, ETC.

         Landlord  and Tenant  acknowledge,  represent  and warrant  each to the
other that,  except as listed in Section  1.F.,  no broker or real estate  agent
brought  about or was involved in the making of this Lease and that no brokerage
fee or commission is due to any other party as a result of the execution of this
Lease.  Each of the parties  hereto  agrees to indemnify  and hold  harmless the
other against any claim by any broker,  agent or finder based upon the execution
of this  Lease and  predicated  upon a breach of the  above  representation  and
warranty.

         Notwithstanding the forgoing, Landlord and Tenant acknowledge and agree
that Landlord shall not be  responsible or liable for any brokerage  commissions
resulting from this Lease.


<PAGE>

         33.  RECORDATION.

         Neither  Landlord nor Tenant shall record this Lease,  any amendment to
this Lease or any other  memorandum  of this  Lease  without  the prior  written
consent of the other party, which consent may be withheld in the sole discretion
of either  party and, in the event such consent is given,  the party  requesting
such consent and  recording  shall pay all transfer  taxes,  recording  fees and
other  charges in connection  with such  recording.  Notwithstanding  the above,
Tenant  covenants  that if at any time the  recordation  of this Lease  shall be
required  by any valid  governmental  order,  or if any  governmental  authority
having  jurisdiction  in the  matter  shall  assess and be  entitled  to collect
transfer taxes,  documentary stamp taxes, or both, on this Lease,  Tenant,  upon
the request of Landlord, shall execute such instruments,  including a Memorandum
of this Lease,  as may be  necessary  to record  this  Lease,  and shall pay all
recording fees,  transfer taxes and documentary  stamp taxes,  payable on, or in
connection  with,  this  Lease  or  such  recordation;   provided,  however,  if
Landlord's  Mortgagee  requires such  recordation,  Landlord  shall pay all such
recording fees, transfer taxes and documentary stamp taxes.

         34.  MISCELLANEOUS.

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

         34.2.  Applicable Law.  This Lease shall be given  effect and construed
by application of the laws of the state where the Property is located, and any
action or proceeding arising hereunder shall be brought in the courts of the
State where the Premises are located.

         34.3. Authority. If Tenant is a corporation or partnership,  the person
executing this Lease on behalf of Tenant  represents and warrants that Tenant is
duly organized and validly existing;  that this Lease has been authorized by all
necessary  parties,  is validly  executed by an  authorized  officer or agent of
Tenant and is binding upon and enforceable against Tenant in accordance with its
terms.

         The  undersigned  agent of Landlord  represents and warrants that it is
authorized  and  empowered  to enter into this Lease  Agreement on behalf of the
Landlord.

         34.4. No  Discrimination.  It is  Landlord's  policy to comply with all
applicable state and federal laws prohibiting discrimination in employment based
on race,  age, color,  sex,  national  origin,  disability,  religion,  or other
protected  classification.  It is further  intended  that the Building  shall be
operated so that all perspective tenants thereof, and all customers,  employees,
licensees and invitees of all tenants shall have equal opportunity to obtain all
the goods, services,  accommodations,  advantages,  facilities and privileges of
the Building without  discrimination  because of race, age, color, sex, national
origin,  disability,  or religion. To that end, Tenant shall not discriminate in
the conduct and operation of its business in the Premises  against any person or
group of persons because of the race, age, color, sex, religion, national origin
or other protected classification of such person or group of persons.

         34.5.  Integration  of  Agreements.  This  writing is  intended  by the
parties as a final expression of their agreement and is a complete and exclusive
statement of its terms, and all negotiations, considerations and representations
between the parties hereto are incorporated  herein. No course of prior dealings
between  the  parties  or  their  agents  shall be  relevant  or  admissible  to
supplement,  explain, or vary any of the terms of this Lease.  Acceptance of, or
acquiescence to, a course of performance  rendered under this Lease or any prior
agreement  between  the  parties  or  their  agents  shall  not be  relevant  or
admissible  to  determine  the meaning of any of the terms or  covenants of this
Lease.  Other than as specifically set forth in this Lease, no  representations,
understandings or agreements have been made or relied upon in the making of this
Lease.  This  Lease  can only be  modified  by a  writing  signed by each of the
parties hereto.


<PAGE>

         34.6. Third Party Beneficiary.  Except as expressly  provided elsewhere
in this Lease, nothing contained in this Lease shall be construed so as to
confer upon any other party the rights of a third party beneficiary.

         34.7.  Captions;  Gender.  The  captions  used  in this  Lease  are for
convenience only and do not in any way limit or amplify the terms and provisions
hereof.  As used in this Lease and where the context so  requires,  the singular
shall be deemed to  include  the  plural  and the  masculine  shall be deemed to
include the feminine and neuter, and vice versa.

         34.8. Successors and Assigns. Subject to the express provisions of this
Lease to the contrary  (e.g.,  Section 25), the terms,  provisions and covenants
contained  in this Lease shall apply to, inure to the benefit of, and be binding
upon the parties hereto and their respective  heirs,  personal  representatives,
successors and assigns.

         34.9. Waiver of Jury Trial.  Landlord and Tenant hereby expressly waive
trial by jury in any  action or  proceeding  or  counterclaim  brought by either
party  hereto  against  the other  party on any and every  matter,  directly  or
indirectly  arising  out of or with  respect to this Lease,  including,  without
limitation,  the  relationship of Landlord and Tenant,  the use and occupancy by
Tenant of the Premises,  any  statutory  remedy and/or claim of injury or damage
regarding this Lease.

         34.10. Joint and Several  Liability.  In the event that two (2) or more
persons (i.e.,  natural persons,  corporations,  partnerships,  associations and
other legal  entities)  shall sign this Lease as Tenant,  the  liability of each
such party to pay all rents due hereunder and perform all the other covenants of
this  Lease  shall be joint  and  several.  In the  event  Tenant  is a  general
partnership  or a limited  partnership  with two or more general  partners,  the
liability of each partner,  or general partner,  under this Lease shall be joint
and several.

         34.11.  Notices. All notices,  demands and requests required under this
Lease shall be in writing.  All such  notices,  demands  and  requests  shall be
deemed to have been  properly  given if sent by United  States  certified  mail,
return receipt  requested,  postage  prepaid,  or hand  delivered,  or overnight
delivery,  addressed to Landlord or Tenant,  at the Landlord  Notice Address and
Tenant  Notice  Address,  respectively.  Either party may  designate a change of
address by written  notice to the other  party,  in the manner set forth  above.
Notice,  demand and  requests  which  shall be served by  certified  mail in the
manner  aforesaid,  shall be  deemed  to have been  given  three (3) days  after
mailing.  Notices sent by overnight  delivery shall be deemed to have been given
the day  after  sending.  Without  intending  to  limit  the  generality  of the
foregoing  requirement  that all  notices,  demands and  requests be in writing,
there are certain  provisions  in this Lease  where,  for emphasis  alone,  such
requirement is reiterated.

         34.12.  Effective Date of this Lease.  Unless otherwise expressly
provided, all terms, conditions and covenants by Tenant contained in this Lease
shall be effective as of the date first above written.


<PAGE>

         34.13.   Mechanics'   Liens.  In  the  event  that  any  mechanics'  or
materialmen's  liens shall at any time be filed against the Premises  purporting
to be for work, labor, services or materials performed or furnished to Tenant or
anyone holding the Premises through or under Tenant, Tenant shall cause the same
to be  discharged  of record or bonded  within thirty (30) days after the filing
thereof.  If Tenant  shall  fail to cause such lien to be  discharged  or bonded
within thirty (30) days after the filing thereof, then, in addition to any other
right or remedy of  Landlord,  Landlord  may,  but  shall not be  obligated  to,
discharge  the same by paying  the amount  claimed to be due;  and the amount so
paid by Landlord,  and all costs and expenses,  including reasonable  attorneys'
fees incurred by Landlord in procuring the discharge of such lien,  shall be due
and payable by Tenant to Landlord,  as Additional  Rent, on the first day of the
next succeeding month.  Notice is hereby given that Landlord shall not be liable
for any  labor  or  materials  furnished  to  Tenant  upon  credit  and  that no
mechanics',  materialmen's  or other liens for any such labor or materials shall
attach to or affect the estate or  interest  of  Landlord in and to the land and
improvements of which the Premises are a part.

         34.14.  Waiver of Right of Redemption.  Tenant hereby  expressly waives
(to the extent  legally  permissible)  for itself and all persons  claiming  by,
through or under it, any right of  redemption  or right to restore the operation
of  this  Lease  under  any  present  or  future  law in  the  event  Tenant  is
dispossessed  for any  proper  cause,  or in the  event  Landlord  shall  obtain
possession  of the  Premises  pursuant  to  the  terms  of  this  Lease.  Tenant
understands  that the Premises are leased  exclusively for business,  commercial
and  mercantile  purposes  and  therefore  shall  not be  redeemable  under  any
provision of law.

         34.15. Mortgagee's Performance.  If requested by any Mortgagee,  Tenant
shall give such  Mortgagee  written notice of any default by Landlord under this
Lease and a reasonable  opportunity  to cure such  default.  Tenant shall accept
performance of any of Landlord's  obligations  hereunder by any ground lessor or
mortgagee relating to the financing of the Property.

         34.16.  Mortgagee's Liability.  No mortgagee or ground lessor relating
to the financing of the Property, not in possession of the Premises or the
Building, shall have any liability whatsoever hereunder.

         34.17.  Schedules.  Each  writing or plat  referred  to herein as being
attached hereto as a schedule or exhibit is hereby made a part hereof,  with the
same full force and effect as if such writing or plat were set forth in the body
of this Lease.

         34.18.  Time of Essence.  Time shall be of the essence of this Lease
with respect to the performance by Tenant of its obligations hereunder.

         34.19.  Amendment.  This  Lease  may  be  amended  by  and  only  by an
instrument  executed and delivered by each party  hereto.  No amendments of this
Lease  entered  into by  Landlord  and Tenant,  as  aforesaid,  shall  impair or
otherwise  affect the  obligations  of any  guarantor  of  Tenant's  obligations
hereunder,  all of which  obligations  shall remain in full force and effect and
pertain equally to any such  amendments,  with the same full force and effect as
if the substance of such amendments was set forth in the body of this Lease.

         34.20.  Attorneys'  Fees.  Should Tenant file suit against  Landlord in
order to enforce  any of its rights  under this  Lease,  then,  provided  Tenant
prevails,  Landlord  shall be  responsible  for  Tenant's  costs  of said  suit,
including reasonable  attorneys' fees, as such fees are determined by a court of
competent jurisdiction.


<PAGE>

         34.21.  Contingencies.

(A) Premises. Tenant acknowledges and understands that the Premises is currently
occupied by The Ryland Group, Inc.  ("Ryland") and that this Lease is contingent
upon Ryland vacating, surrendering, and releasing the Premises.

         Landlord  shall not be liable  for any delay in the Lease  Commencement
Date as a result of  Ryland's  failure  to  vacate  the  Premises.  In the event
Landlord shall not recapture the Premises by November 30, 2000, this Lease shall
become null and void and of no force and effect.

(B)  Lender's   Approval.   Tenant   acknowledges   and  understands   that  the
effectiveness  of this Lease is contingent upon Landlord  receiving the approval
of its lender.

         34.22.  Existing  Lease.  Landlord and Tenant agree that this Lease and
the terms, covenants and provisions contained herein shall be in addition to and
shall not  supersede or replace any of the terms,  covenants  and  provisions of
that existing Lease between Landlord and Tenant dated January 9, 1996 ("Existing
Lease").  Both parties  agree that the terms,  covenants  and  conditions of the
Existing  Lease shall  remain the same and continue in full force and effect and
shall be deemed unchanged.

         34.23.  Parking.  During the Term,  Landlord  shall provide  unreserved
parking for Tenant and its  employees  and  customers  either in  structured  or
surface  parking  areas near the Building at a ratio of four (4) parking  spaces
per one thousand (1,000) square feet of Rental Area at no additional charge.


<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have executed this Lease as of
the day and year first above written.

ATTEST:  LANDLORD:
                                   SEVENTY COLUMBIA CORP CTR LIMITED PARTNERSHIP

                                   By: ROUSE PROPERTY MGMT, INC., Managing Agent


/s/Signature                      By: /s/Signature                 (SEAL)
----------------------------          -----------------------------
Assistant Secretary                   Vice President



ATTEST:  TENANT:
                                   EXCALIBUR TECHNOLOGIES CORP.


/s/Nancy McKinley                 By: /s/James Buchanan            (SEAL)
----------------------------          -----------------------------
Secretary of Corporation           President


<PAGE>



                       MARYLAND FULL-SERVICE OFFICE LEASE

                       SEVENTY COLUMBIA CORPORATE CENTER

                                 by and between

        SEVENTY COLUMBIA CORPORATE CENTER LIMITED PARTNERSHIP, Landlord

              by ROUSE PROPERTY MANAGEMENT, INC., Managing Agent,

                                      and

                      EXCALIBUR TECHNOLOGIES CORP., Tenant


<PAGE>


SCHEDULE C

RULES AND REGULATIONS

         1.  Tenant  shall not  obstruct  the Common  Area,  and the  sidewalks,
driveways, and other public portions of the Property (herein "Public Areas") and
such  Public  Areas  shall not be used for any  purpose  other than  ingress and
egress to and from its Premises.  Fire exits and stairways are for emergency use
only, and they shall not be used for any other purpose.

           2. No awnings or other  projections  shall be attached to the outside
walls of the Building. No curtains,  blinds, shades or screens shall be attached
to, hung in, or used in connection with any window or door of the Premises.

         3.  Except as  otherwise  provided  in the  Lease,  no sign,  insignia,
advertisement,  lettering, notice or other object shall be exhibited, inscribed,
painted or  affixed by Tenant on any part of the  exterior  or  interior  of the
Premises or the Building.

         4. No bicycles,  vehicles,  animals  (except seeing eye dogs),  fish or
birds of any kind shall be brought into or kept in or about the Premises.

         5. Nothing  shall be done which would  impair or interfere  with any of
the HVAC,  plumbing,  electrical,  structural  components  of the  Building.  No
flammable,  combustible or explosive fluid, chemical or substance may be kept on
the Premises.

         6. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by  Tenant,  nor shall any  changes be made in locks or the
mechanism thereof. Tenant shall, upon the termination of the Lease, turn over to
Landlord all keys to stores, offices and restrooms.  In the event of the loss of
any keys  furnished  by  Landlord,  Tenant  shall  pay to  Landlord  the cost of
replacement  locks and Tenant  hereby  agrees to pay said cost to  Landlord,  as
Additional Rent, promptly upon demand.

         7. No delivery or moving of any safes, freight, furniture, packages,
boxes, crates or any other such object shall take place between 8:30 a.m. and
5:30 p.m., Monday through Friday.

         No hand  trucks  shall be used for such  moving  activities  except for
those equipped with rubber tires and side guards.

         8. Tenant shall not use or occupy its  Premises,  or permit any portion
thereof to be used or occupied for any use which  constitutes a nuisance,  or is
hazardous,  or, in  Landlord's  opinion,  likely to injure the  reputation  of a
first-class building.

         9.  Tenant  shall  turn off all  lights,  copying  machines  and  other
electrical  equipment  when the  Premises  are  vacant.  All  entrance  doors in
Tenant's Premises shall be kept locked when not in use. Entrance doors shall not
be left open at any time.


<PAGE>

         10.  If  Tenant  shall  request  Landlord  to  perform  any work on the
Premises or Property,  Tenant shall make such request at the  management  office
for the Building.  Tenant shall not request employees of Landlord to perform any
work or do  anything  outside of their  regular  duties,  unless  under  special
instructions from Landlord.

         11.  Canvassing, soliciting and peddling in the Building are prohibited
and Tenant shall cooperate to prevent the same.

         12.  Tenant  shall not cause or permit  any odors of  cooking  or other
processes,  or any unusual or objectionable  odors, to emanate from its Premises
which  would  annoy  other  tenants or create a public or private  nuisance.  No
cooking  shall be done in Tenant's  Premises,  except for a household  microwave
oven or as is expressly permitted in the Lease.

         13. No contract of any kind  involving the care and  maintenance of the
Premises  shall be entered into by Tenant  without the prior written  consent of
Landlord.  Further,  no vending  machine of any kind shall be  installed  in the
Building  or on or about the  Property  without  the prior  written  consent  of
Landlord.

         Landlord  shall not be  responsible  to Tenant for any loss of property
from its Premises  however  occurring,  or for any damage done to the effects of
Tenant by Landlord's janitors or any of its employees, or by any other person or
any other cause.

         14.  All electrical work must be in accordance with code and is subject
to Landlord's review and approval.

         15.  Landlord  hereby reserves to itself any and all rights not granted
to Tenant hereunder,  including,  but not limited to, the following rights which
are reserved to Landlord for its purposes in operating the Building:

                  (a) the exclusive right to use of the name of the  Building
                      for all purposes, except that Tenant may use the name as
                      its business address and for no other purpose;

                  (b) the right to change the name or address of the  Building,
                      without incurring any liability to Tenant for so doing;

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

                  (d) the exclusive right to use the roof of the Building;

                  (e) the right to limit the space on the directory of the
                      Building to be allotted to Tenant; and

                  (f) the right to grant anyone the right to conduct any
                      particular business or undertaking in the Building.

         16.  Tenant  and its  employees  shall  park  their  cars only in those
portions of the parking area designated by Landlord.


<PAGE>

         17.  Tenant shall not permit  undue  accumulations  of garbage,  trash,
rubbish or any other refuse,  and will keep such refuse in proper  containers in
the  interior  of the  Tenant's  Premises  or  other  places  designated  by the
Landlord.

         18.  Tenant shall not conduct or permit any  bankruptcy  sales,  unless
directed by order of a court of competent  jurisdiction,  or any fictitious fire
or going out of business sale.

         19.  Landlord  shall  have the  right to close  and  securely  lock the
Building  during  generally  accepted  holidays  and during  such other times as
Landlord  may, in its sole  discretion,  deem  advisable for the security of the
Building  and its tenants.  Landlord  shall give Tenant  twenty-four  (24) hours
notice  before  so  closing  and  securely  locking  the  Building  except in an
emergency.

         20.  Landlord  reserves the right to rescind,  alter,  waive or add any
rule or regulation at any time  prescribed  for the Building when Landlord deems
it necessary or desirable for the reputation, safety, character, security, care,
appearance or interests of the Building, the preservation of good order therein,
the operation or  maintenance of the Building or the equipment  thereof,  or the
comfort of tenants or others in the Building. No rescission,  alteration, waiver
or addition of any rule or  regulation  with respect to one tenant shall operate
as a rescission, alteration or waiver in respect of any other tenant.


<PAGE>


SCHEDULE X

METHOD OF BUILDING MEASUREMENT FOR OFFICE SPACE

I.  SINGLE-TENANCY FLOORS

         The Rental Area of a single-tenancy  floor shall be the area within the
outside walls  computed by measuring from the inside surface of the window glass
to the  inside  surface of the  opposite  window  glass  including  columns  and
projections  necessary  to the  building as well as  accessory  areas within and
exclusively  serving  only that  floor,  with their  enclosing  walls,  toilets,
janitors closets,  electrical closets,  air-conditioning rooms and fan rooms and
telephone closets, together with four percent (4%) of the sum so determined as a
"Common Area Factor".  Rental Area will not include  penetrations made by public
stairs, fire towers,  public elevator shafts,  flues, vents, stacks, pipe shafts
and vertical ducts.

II.  DIVIDED FLOORS

         The Rental Area of an individual office or a portion of a divided floor
shall be the area  computed by measuring  from the inside  surface of the window
glass to the finished  surface of the corridor side of corridor  partitions  and
from  center  to  center of the  partitions  that  separate  the  Premises  from
adjoining  Rental  Areas  including  columns and  projections  necessary  to the
Building  together  with  twelve  percent  (12%) of the sum so  determined  as a
"Common Area Factor".