<PAGE>

                                  OFFICE LEASE

         THIS LEASE, dated effective as of the 18th day of May, 1999, by and
between BLI-8787, LTD., a Texas limited partnership ("Lessor"), and EXE
TECHNOLOGIES, INC., a Delaware corporation ("Lessee").

                                   WITNESSETH:

         That Lessor, in consideration of the rents and covenants hereinafter
set forth, does hereby lease and let unto Lessee, and Lessee does hereby hire
and take from Lessor, that certain space designated as Floors 1-8 of Tower I of
the office tower ("Office Tower I") known and described as Regal Stemmons
Corporate Center, located at 8787 Stemmons Freeway, Dallas, Texas, and that
certain space designated as Floors 1-5 of Tower II of the office tower ("Office
Tower II") located at 8777 Stemmons Freeway, Dallas, Texas. The aforesaid space
leased and let unto Lessee is hereinafter referred to as the "Premises"; the
land (including all easement areas appurtenant thereto) upon which the building
or buildings of which the Premises are a part is hereinafter referred to as the
"Property"; and the Property and all buildings and improvements (including
Office Tower I and Office Tower II) and personal property of Lessor used in
connection with the operation or maintenance thereof located therein and thereon
and the appurtenant parking facilities, if any, are hereinafter called the
"Office Complex." Lessor represents and warrants to Lessee, to Lessor's actual
knowledge, that Office Tower I contains approximately 98,957 square feet of
rentable area, Office Tower II contains approximately 96,333 square feet of
rentable area, and the Office Complex contains approximately 195,290 square feet
of rentable area (excluding the 480 square feet of office space on the first
floor of Office Tower II occupied by Lessor, or its management company, as a
management office).

         Lessee hereby accepts this Lease and the Premises upon the covenants
and conditions set forth herein and subject to any covenants, conditions,
restrictions and other matters (other than liens) of record and all applicable
zoning, municipal, county, state and federal laws, ordinances and regulations
governing and regulating the use of the Premises (collectively, the "Applicable
Requirements"). Lessor represents and warrants to Lessee that use of the
Premises for office purposes is permitted, or will be permitted on or prior to
the Commencement Date (hereinafter defined), under all Applicable Requirements,
subject to Lessee Finish (defined in Section 16.27 hereof) and obtaining a
certificate of occupancy.

         TO HAVE AND TO HOLD THE SAME, without any liability or obligation on
the part of Lessor to make any alterations, improvements or repairs of any kind
on or about the Premises, except as expressly provided herein, for a term of
fifteen (15) years, commencing May 19, 1999, unless sooner terminated in the
manner provided hereinafter, to be occupied and used by Lessee for office
purposes and for any other lawful purpose consistent with a first class office
complex, subject to the covenants and agreements hereinafter contained.

                                    ARTICLE 1
                                    BASE RENT

         SECTION 1.1 BASE RENT. In consideration of the leasing aforesaid,
Lessee agrees to pay to Lessor, at 8235 Douglas Avenue, Suite 200, Dallas, Texas
75225, or at such other place as Lessor from time to time may designate in
writing, rent in an amount equal to $20.50 per square foot of rentable area
contained within the Premises per year for years 1 through 5, and $20.75 per
square foot of rentable area contained within the Premises per year for years 6
through 10, and $21.00 per square foot of rentable area contained within the
Premises per year for years 11 through 15, sometimes hereinafter referred to as
the "Base Rent," payable monthly, in advance, in equal installments of
$333,620.42 per month for years 1 through 5, $337,688.96 per month for years 6
through 10, and $341,757.50 per month for years 11 through 15, commencing on the
first day of the first month of the term and continuing on the first day of each
and every month thereafter for the next succeeding months during the balance of
the term. If the term commences on a date other than the first day of a calendar
month or ends on a date other than the last day of a calendar month, monthly
rent for the first month of the term or the last month of the term, as the case
may be, shall be prorated based upon the ratio that the number of days in the
term within such month bears to the total number of days in such month.

                                    ARTICLE 2
                                 ADDITIONAL RENT

         SECTION 2.1 ADDITIONAL RENT. In addition to the Base Rent payable by
Lessee under the provisions of Article 1 hereof, Lessee shall pay to Lessor
"Additional Rent" as hereinafter provided for in this Article 2. All sums under
this Article and all other sums and charges required to be paid by Lessee under
the Lease (except Base Rent), however denoted, shall be deemed to be "Additional
Rent." If any


                                     Page 1
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such amounts or charges are not paid at the time provided in the
Lease, they shall nevertheless be collectible as Additional Rent with the next
installment of Base Rent falling due.

         SECTION 2.2 DEFINITIONS. For the purposes of this Article 2, the
parties hereto agree upon the following definitions:

         (a)      "Lease Year" shall mean each of those calendar years
                  commencing with and including the year during which the term
                  of this Lease commences, and ending with the calendar year
                  during which the term of this Lease (including any extensions
                  or renewals) terminates.

         (b)      "Real Estate Taxes" shall mean and include all personal
                  property taxes of Lessor relating to Lessor's personal
                  property located in the Office Complex and used or useful in
                  connection with the operation and maintenance thereof, real
                  estate taxes and installments of special assessments,
                  including interest thereon, relating to the Office Complex,
                  and all other governmental charges, general and special,
                  ordinary and extraordinary, foreseen as well as unforeseen, of
                  any kind and nature whatsoever, or other tax, however
                  described, which is levied or assessed by the United States of
                  America or the state in which the Office Complex is located or
                  any political subdivision thereof, against Lessor or all or
                  any part of the Office Complex as a result of Lessor's
                  ownership of the Office Complex, and payable during the
                  respective Lease Year. It shall not include any gross or net
                  income tax, estate tax, or inheritance tax, franchise taxes or
                  taxes imposed as a result of any transfer by Lessor of its
                  interest in this Lease, the Office Complex or any portion
                  thereof.

         (c)      "Excess Real Estate Taxes" for an applicable Lease Year shall
                  mean the amount of Real Estate Taxes incurred for such
                  applicable Lease Year in excess of the sum of Real Estate
                  Taxes incurred for 1998.

         (d)      "Operating Expenses" shall mean and include all expenses
                  incurred with respect to the maintenance and operation of the
                  Property and Office Complex as determined by Lessor's
                  accountant in accordance with generally accepted accounting
                  principles consistently followed, including, but not limited
                  to, insurance premiums, maintenance and repair costs, steam,
                  electricity, water, sewer, gas and other utility charges,
                  fuel, lighting, window washing, janitorial services, trash and
                  rubbish removal, wages payable to employees of Lessor whose
                  duties are connected with the operation and maintenance of the
                  Property and Office Complex (but only for the portion of their
                  time allocable to work related to the Office Complex), amounts
                  paid to contractors or subcontractors for work or services
                  performed in connection with the operation and maintenance of
                  the Property and Office Complex, all costs of uniforms,
                  supplies and materials used in connection with the operation
                  and maintenance of the Property and Office Complex, all
                  payroll taxes, unemployment insurance costs, vacation
                  allowances, and the cost of providing disability insurance or
                  benefits, pensions, profit sharing benefits, hospitalization,
                  retirement or other so-called fringe benefits, and any other
                  expense imposed on Lessor, its contractors or subcontractors,
                  pursuant to law or pursuant to any collective bargaining
                  agreement covering such employees (pro-rated according to the
                  portion of their time allocated to work related to the Office
                  Complex), all services, supplies, repairs, replacements or
                  other expenses for maintaining and operating the Office
                  Complex, reasonable attorneys' fees and costs in connection
                  with appeal or contest of real estate or other taxes or
                  levies, and such other expenses as may be ordinarily incurred
                  in the operation and maintenance of an office complex and not
                  specifically set forth herein, including reasonable management
                  fees and the costs of a building office at the Office Complex,
                  including the compensation of an on-site building manager. The
                  term "Operating Expenses" shall not include any capital
                  improvement to the Office Complex other than replacements
                  required for normal maintenance and repair, nor shall it
                  include repairs, restoration or other work occasioned by fire,
                  windstorm or other insured casualty, expenses incurred in
                  leasing or procuring tenants, leasing commissions, advertising
                  expenses, expenses for renovating space for new tenants, legal
                  expenses incident to enforcement by Lessor of the terms of any
                  lease, interest or principal payments on any mortgage or other
                  indebtedness of Lessor, compensation paid to any employee of
                  Lessor above the grade of the on-site building manager or
                  building superintendent, depreciation allowance or expense;
                  costs occasioned by the exercise of eminent domain; overhead
                  and profit increment paid to subsidiaries or other affiliates
                  of Lessor for services on or to the Office Complex and/or
                  Premises to the extent that the costs of such services exceed
                  the competitive cost for such services rendered by persons or
                  entities of similar skill, competence and experience; fines,
                  penalties, legal fees or costs of litigation incurred due to
                  the late payment of taxes, utility bills and other costs; any
                  penalties or liquidated damages that Lessor pays to Lessee


                                     Page 2
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                  under this Lease or to any other tenants under their
                  respective leases; costs associated with correcting any
                  violation of any law existing as of the date hereof; rental or
                  lease charges on any equipment or property the acquisition of
                  which would normally be capitalized under generally accepted
                  accounting principals; and all items (including repairs) and
                  services for which Lessee or other tenants pay directly to
                  third parties or for which Lessee or other tenants reimburse
                  Lessor (other than as a reimbursement of Operating Expenses).
                  Notwithstanding the foregoing, in the event Lessor installs
                  equipment in or makes improvements or alterations to the
                  Office Complex which are for the purpose of reducing energy
                  costs, maintenance costs or other Operating Expenses or which
                  are required under any governmental laws, regulations, or
                  ordinances which were not required at the date of commencement
                  of the term of this Lease, Lessor may include in Operating
                  Expenses reasonable charges for interest on such investment
                  and reasonable charges for depreciation on the same so as to
                  amortize such investment over the reasonable life of such
                  equipment, improvement or alteration on a straight line basis
                  but only to the extent of the savings resulting therefrom.
                  Operating Expenses shall also be deemed to include expenses
                  incurred by Lessor in connection with city sidewalks adjacent
                  to the Property and any pedestrian walkway system (either
                  above or below ground) or other public facility to which
                  Lessor of the Office Complex is from time to time subject in
                  connection with operations of the Property and Office Complex.
                  Notwithstanding any provision contained herein to the
                  contrary, commencing January 1, 1999, in no event shall the
                  amount of Operating Expenses used for purposes of calculating
                  Lessee's Proportionate Share of Operating Expenses exceed in
                  any year the amount of Operating Expenses used for purposes of
                  making such calculation for the prior year by more than six
                  percent (6%).

         (e)      "Excess Operating Expenses" shall mean the amount of Operating
                  Expenses incurred for any applicable Lease Year in excess of
                  the sum of Operating Expenses incurred during the first twelve
                  (12) months after the Commencement Date.

         (f)      "Lessee's Pro Rata Share of Excess Real Estate Taxes" shall
                  mean a fraction, the numerator of which is the number of
                  rentable square feet contained within the Premises and the
                  denominator of which is the number of rentable square feet
                  contained within Office Tower I and Office Tower II, and,
                  represented as a percentage, is hereby stipulated to be 99.75%
                  of the Excess Real Estate Taxes for the applicable Lease Year.
                  Said percentage has been agreed upon by the parties hereto
                  after due consideration of the rentable area of the Premises
                  compared to the rentable area of Office Tower I and Office
                  Tower II.

         (g)      "Lessee's Pro Rata Share of Excess Operating Expenses" shall
                  mean a fraction, the numerator of which is the number of
                  rentable square feet contained within the Premises and the
                  denominator of which is the number of rentable square feet
                  contained within Office Tower I and Office Tower II, and,
                  represented as a percentage, is hereby stipulated to be 99.75%
                  of the Excess Operating Expenses for the applicable Lease
                  Year. Said percentage has been agreed upon by the parties
                  hereto after due consideration of the rentable area of the
                  Premises compared to the rentable area of Office Tower I and
                  Office Tower II.

         SECTION 2.3  NOT APPLICABLE.

         SECTION 2.4  NOT APPLICABLE.

         SECTION 2.5 ESTIMATED EXCESS TAXES AND EXPENSES. As to each Lease Year
commencing January 1, 1999, Lessor shall estimate for each such Lease Year (a)
the total amount of Excess Real Estate Taxes; (b) the total amount of Excess
Operating Expenses; (c) Lessee's Pro Rata Share of Excess Real Estate Taxes; (d)
Lessee's Pro Rata Share of Excess Operating Expenses; and (e) the computation of
the annual and monthly rental payable during such Lease Year as a result of
increases or decreases in Lessee's Pro Rata Share of Excess Real Estate Taxes
and Lessee's Pro Rata Share of Excess Operating Expenses. Said estimate shall be
in writing and shall be delivered or mailed to Lessee at the Premises.

         SECTION 2.6 PAYMENT OF ADDITIONAL RENT. Lessee shall pay, as Additional
Rent, the amount of Lessee's Pro Rata Share of Excess Real Estate Taxes for each
Lease Year and Excess Operating Expenses for each Lease Year, so estimated, in
equal monthly installments, in advance, on the first day of each month during
each applicable Lease Year. In the event that said estimate is delivered to
Lessee after the first day of January of the applicable Lease Year, said amount,
so estimated shall be payable as Additional Rent, in equal monthly installments,
in advance, on the first day of each month over the


                                     Page 3
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balance of such Lease Year, with the number of installments being equal to the
number of full calendar months remaining in such Lease Year.

         SECTION 2.7 RE-ESTIMATES OF EXCESS TAXES AND EXPENSE. From time to time
during any applicable Lease Year, Lessor may re-estimate the amount of Excess
Real Estate Taxes and Excess Operating Expenses and Lessee's Pro Rata Share
thereof, and in such event Lessor shall notify Lessee, in writing, of such
re-estimate in the manner above set forth and fix monthly installments for the
then remaining balance of such Lease Year in an amount sufficient to pay the
re-estimated amount over the balance of such Lease Year after giving credit for
payments made by Lessee on the previous estimate.

         SECTION 2.8 ADJUSTMENT OF ACTUAL TAXES AND EXPENSE. Upon completion of
each Lease Year, Lessor shall cause its accountants to determine the actual
amount of Excess Real Estate Taxes and Excess Operating Expenses for such Lease
Year and Lessee's Pro Rata Share thereof and deliver a written certification of
the amounts thereof to Lessee within ninety (90) days after the end of each
Lease Year. If Lessee has paid less than its Pro Rata Share of Excess Real
Estate Taxes or its Pro Rata Share of Excess Operating Expenses for any Lease
Year, Lessee shall pay the balance of its Pro Rata Share of the same within
thirty (30) days after receipt of such statement. If Lessee has paid more than
its Pro Rata Share of Excess Real Estate Taxes or its Pro Rata Share of Excess
Operating Expenses for any Lease Year, Lessor shall, at Lessee's option, either
(a) refund such excess, or (b) credit such excess against the most current
monthly installment or installments due Lessor for its estimate of Lessee's Pro
Rata Share of Excess Real Estate Taxes and Lessee's Pro Rata Share of Excess
Operating Expenses for the next following Lease Year. A pro rata adjustment
shall be made for a fractional Lease Year occurring during the term of this
Lease or any renewal or extension thereof based upon the number of days of the
term of this Lease during said Lease Year as compared to three hundred
sixty-five (365) days and all additional sums payable by Lessee or credits due
Lessee as a result of the provisions of this Article 2 shall be adjusted
accordingly. Notwithstanding anything contained herein to the contrary, Lessee
shall be entitled to inspect Lessor's books and records relating to Operating
Expenses at any time during the term of this Lease by delivering fifteen (15)
days prior written notice thereof to Lessor. In the event Lessee's inspection
reflects that Lessor's determination of Operating Expenses is in error, Lessor
and Lessee shall promptly make any necessary adjustments, and if Lessor's
determination is in error by more than five percent (5%), Lessor shall reimburse
Lessee for the reasonable cost of such inspection.

         SECTION 2.9 OTHER ADDITIONAL RENT. Further, Lessee shall pay, also as
Additional Rent, all other sums and charges required to be paid by Lessee under
this lease, and any tax or excise on rents, gross receipts tax, or other tax,
however described, which is levied or assessed by the United States of America
or the state in which the Office Complex is located or any political subdivision
thereof, against Lessor in respect to the Base Rent, Additional Rent, or other
charges reserved under this Lease or as a result of Lessor's receipt of such
rents or other charges accruing under this Lease; provided, however, Lessee
shall have no obligation to pay gross or net income or franchise taxes of
Lessor.

                                    ARTICLE 3
                            BASE AND ADDITIONAL RENT

         SECTION 3.1 INTEREST ON PAST DUE OBLIGATIONS. Any installment of Base
Rent, Additional Rent, or other charges to be paid by Lessee accruing under the
provisions of this Lease which shall not be paid when due shall bear interest at
the rate of fifteen percent (15%) per annum from the date which is ten (10) days
after written notice from Lessor that same is due until the same shall be paid,
but if such rate exceeds the maximum interest rate permitted by law, such rate
shall be reduced to the highest rate allowed by law under the circumstances.

         SECTION 3.2 RENT INDEPENDENT. Lessee's covenants to pay the Base Rent
and the Additional Rent are independent of any other covenant, condition,
provision or agreement herein contained, except as otherwise provided herein.
Nothing herein contained shall be deemed to suspend or delay the payment of any
amount of money or charge at the time the same becomes due and payable
hereunder, or limit any other remedy of Lessor, except as otherwise provided
herein. Base Rent and Additional Rent are sometimes collectively referred to as
"Rent." Rent shall be payable without deduction, offset, prior notice or demand,
in lawful money of the United States, except as otherwise provided herein.

         SECTION 3.3 LETTER OF CREDIT. As security for its obligations under
this Lease, Lessee shall deliver to Landlord an irrevocable standby letter of
credit (the "Letter of Credit") issued by a bank with at least One Billion
Dollars in assets by June 30, 1998. The Letter of Credit shall be in such amount
and shall be released as provided in EXHIBIT "C" attached hereto and made a part
hereof for all purposes. Lessor shall be permitted to draw the full amount of
the Letter of Credit in the event of a monetary default by Lessee hereunder
which is not cured within thirty (30) days after written notice from Lessor or
if the Letter of Credit is not renewed at least thirty (30) days prior to its
expiration date for so long as it is required to


                                     Page 4
<PAGE>

be maintained hereunder. Any amount drawn by Lessor shall be held by Lessor in a
separate account or certificate of deposit with a federally insured financial
institution and shall serve as security for the obligations of Lessee, and may
be applied by Lessor to any damages incurred by Lessor as a result of the breach
of Lessee's obligations.



                                    ARTICLE 4
                             POSSESSION OF PREMISES

         SECTION 4.1  NOT APPLICABLE.

         SECTION 4.2 EFFECT OF POSSESSION. Lessee acknowledges that neither
Lessor nor any agent of Lessor has made any representation or warranty with
respect to the Premises or the Office Complex or with respect to the suitability
or fitness of either for the conduct of Lessee's business or for any other
purpose other than that the Premises may be used lawfully for office purposes
and that, to Lessor's actual knowledge, the Premises, the Property and the
Office Complex are in substantial compliance with all applicable laws, including
environmental laws, building and fire codes, and the Americans with Disabilities
Act. Nothing contained in this Article shall affect the commencement of the
lease term or the obligation of Lessee to pay any Rent due under this Lease
except as otherwise provided herein.

         SECTION 4.3 PERMITTED USE. Lessee shall use and occupy the Premises for
the purpose described on page 1 of this Lease and shall not use or permit the
Premises to be used for any other purpose without the prior written consent of
Lessor, which consent Lessee agrees may be withheld by Lessor in its sole and
absolute discretion.

         SECTION 4.4 COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall not
(either with or without negligence) cause or permit the escape, disposal or
release of any biologically or chemically active or other hazardous substances
or materials in violation of any applicable law, including any environmental
law. Lessee shall not allow the storage or use of such substances or materials
in any manner not permitted by all applicable laws, including environmental laws
and by the standards prevailing in the industry for the storage and use of such
substances or materials, nor allow to be brought into the Office Complex any
such materials or substances except to use in the ordinary course of Lessee's
business, and then only after written notice is given to Lessor of the identity
of such substances or materials. Without limitation, hazardous substances and
material shall include those described in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section
9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
Section 6901 et seq., any applicable state or local laws and the regulations
adopted under these acts. If any lender or governmental agency shall ever
require testing to ascertain whether or not there has been any release of
hazardous materials by Lessee, then the reasonable costs thereof shall be
reimbursed by Lessee to Lessor upon demand as additional charges if such
requirement applies to the Premises. In addition, Lessee shall execute
affidavits, representations and the like from time to time at Lessor's request
concerning Lessee's best knowledge and belief regarding the presence of
hazardous substances or materials on the Premises. In all events, Lessee shall
indemnify Lessor in the manner elsewhere provided in this Lease from any release
of hazardous materials on the Premises occurring while Lessee is in possession,
or elsewhere if caused by Lessee or persons acting under Lessee. The within
covenants shall survive the expiration or earlier termination of the term of
this Lease. Lessor represents and warrants to Lessee that, to Lessor's actual
knowledge, the Premises and the Office Complex are in compliance with all
environmental laws and that, to Lessor's actual knowledge, except as otherwise
disclosed in an environmental report dated December 8, 1997, from Spectrum
Assessment and Engineering, Inc., no hazardous materials have been stored, used
or released on the Office Complex as of the date of execution of this Lease.
Lessor shall indemnify Lessee from any release of hazardous materials on the
Premises occurring prior to Lessee's possession of the Premises.

                                    ARTICLE 5
                                    SERVICES

         SECTION 5.1 SERVICES PROVIDED BY LESSOR. Subject to the provisions of
Article 2 hereof, Lessor shall provide the following services on all days
excepting Saturdays, Sundays, holidays, and as otherwise stated:

         (a)      JANITORIAL SERVICE. Nightly janitorial services Monday through
                  Friday in and about the Premises. The janitorial services
                  furnished to the Premises shall include normal cleaning and
                  upkeep services, normal removal of trash and rubbish,
                  vacuuming and spot cleaning of carpeting, maintenance of
                  towels, tissue and other restroom supplies and such other work
                  as is customarily performed in connection with such nightly
                  janitorial services in an office complex similar in
                  construction, general location, use and occupancy to the
                  Office


                                     Page 5
<PAGE>

                  Complex. Lessor shall also provide periodic interior and
                  exterior window washing and cleaning and waxing of
                  uncarpeted floors in accordance with Lessor's reasonable
                  schedule.

         (b)      ELECTRICAL ENERGY. Electrical energy will be provided for
                  lighting and operation of office machines, air conditioning,
                  and heating as required for normal office usage during the
                  normal working hours set forth in subparagraph (c) of this
                  Article. The cost for such electrical energy shall be directly
                  metered and be payable by Lessee. Office machines will include
                  computers, printers, copy machines, scanners, fax machines,
                  electronic and electric typewriters and other office
                  equipment. Lessee shall pay the cost of all equipment and of
                  the installation of all facilities provided and installed by
                  Lessor to provide such electrical capacity in excess of the
                  above normal office standards. Lessee shall not make any
                  installation requiring excess electrical energy without first
                  receiving Lessor's written consent thereto, which shall not be
                  unreasonably withheld; and provided further that Lessee shall
                  pay all costs of installation of facilities necessary to
                  furnish such excess capacity and for such increased electrical
                  usage. All electric lighting bulbs and tubes and all ballasts
                  and starters within the Premises shall be replaced by Lessor
                  at the expense of Lessor. The electrical service required of
                  Lessor by this subparagraph (b), and electricity for other
                  uses consented to by Lessor, shall be available at all times
                  subject to the requirement that Lessee pay for usage in excess
                  of the electrical service to be provided pursuant to the terms
                  of this subparagraph (b).

         (c)      HEATING AND AIR CONDITIONING. Heat and air conditioning for
                  normal comfort from 8:00 a.m. to 5:30 p.m., and on Saturdays
                  which are not holidays, from 8:00 a.m. to 1:00 p.m. The cost
                  for such heat and air conditioning shall be directly metered
                  and be payable by Lessee. Air conditioning to the Premises is
                  to be provided based on standard lighting and normal
                  incidental office use only. During other hours, Lessor shall
                  provide such amounts of heating and air conditioning upon a
                  reasonable advance notice from Lessee to Lessor, which advance
                  notice shall not be less than twenty-four (24) hours.

         (d)      WATER. Hot and cold water from the regular building outlets
                  and/or as installed by Lessee at Lessee's cost, for lavatory
                  and restrooms and for drinking purposes.

         (e)      PASSENGER ELEVATOR SERVICE. Passenger elevator service in
                  common with other tenants to be provided by automatic
                  elevators twenty-four (24) hours per day. Lessor shall have
                  the right to restrict the use of elevators for freight
                  purposes to the freight elevator and to hours to be determined
                  by Lessor. Lessor shall have the right to limit the number of
                  elevators to be in operation on Saturdays, Sundays and
                  holidays.

         (f)      PARKING FACILITIES, LANDSCAPED AREAS AND COMMON AREAS.
                  Maintenance in good order, condition and repair of the parking
                  facilities and all driveways leading thereto and keeping the
                  same free from any unreasonable accumulation of snow. Lessor
                  shall keep and maintain the Office Complex and landscaped area
                  and parking facilities and all common areas in a neat and
                  orderly condition, and in first class condition and repair.
                  Lessor shall promptly remove or cause to be removed any
                  unauthorized vehicles from the parking facilities. Lessor
                  reserves the right to designate areas of the appurtenant
                  parking facilities where Lessee, its agents, employees and
                  invitees shall park and may exclude Lessee, its agents,
                  employees and invitees from parking in other areas as
                  designated by Lessor, provided, however, Lessor shall not be
                  liable to Lessee for the failure of any tenant, its invitees,
                  employees, agents, and customers to abide by Lessor's
                  designations or restrictions.

         (g)      SECURITY. Security service for the Office Complex 24 hours per
                  day, which shall include, without limitation, at least one (1)
                  uniformed security guard on patrol and existing lighting of
                  the common areas, parking facilities and all other portions of
                  the Office Complex. Lessor shall restrict access to the Office
                  Complex to tenants and other authorized individuals after
                  normal business hours and on weekends and holidays.
                  Notwithstanding the foregoing, Lessor agrees that Lessee shall
                  have access to the Premises twenty-four (24) hours per day,
                  seven (7) days per week. Lessee shall be entitled to provide
                  additional security guard service to the Office Complex and/or
                  the Premises at Lessee's option and expense subject to
                  Lessor's approval, which approval shall not be unreasonably
                  withheld, conditioned or delayed.

         (h)      ACCESS. Access to the Office Complex and Premises at all
                  times.


                                     Page 6
<PAGE>

         SECTION 5.2 LESSEE'S UTILITY SERVICES. Lessee shall be solely
responsible for the direct payment of all utilities which are separately metered
or separately charged (electric, natural gas, telephone, cable television and
any other special utility requirements of Lessee), if any, to the Premises or to
the Lessee and shall make such payments to the respective utility companies
prior to delinquency. Such amounts shall not be included as Operating Expenses.

         SECTION 5.3 OTHER PROVISIONS RELATING TO SERVICES. No interruption in,
or temporary stoppage of, any of the aforesaid services caused by repairs,
renewals, improvements, alterations, strikes, lockouts, labor controversy,
accidents, inability to obtain fuel or supplies, or other causes beyond Lessor's
control shall be deemed an eviction or disturbance of Lessee's use and
possession, or render Lessor liable for damages, by abatement of rent or
otherwise or relieve Lessee from any obligation herein set forth; provided,
however, notwithstanding the foregoing, if such interruption or temporary
stoppage substantially interferes with Lessee's use of the Premises, and if same
continues for a period in excess of thirty (30) days following written notice
from Lessee to Lessor, Lessee shall be entitled to correct the same at Lessor's
expense and, if Lessor fails to reimburse Lessee within thirty (30) days after
written notice of the cost (and accompanying invoices), to deduct the cost
thereof from the Rent next becoming due under the Lease; provided, in no event
shall Lessee be entitled to offset more than twenty percent (20%) of monthly
Base Rent in any month. In no event shall Lessor be required to provide any
heat, air conditioning, electricity or other service in excess of that permitted
by voluntary or involuntary guidelines or laws, ordinances or regulations of
governmental authority. Lessor reserves the right, from time to time, to make
reasonable and non-discriminatory modifications to the above standards for
utilities and services.

         SECTION 5.4 EFFECTS ON UTILITIES. Lessee shall not, without the prior
written consent of Lessor, which consent shall not be unreasonably withheld,
conditioned or delayed, use any apparatus or device in or about the Premises
which shall cause any substantial noise or vibration or which will increase the
amount of electricity or water, if any, usually furnished or supplied for use of
the Premises as general office space. Lessee shall not connect with electric
current or water pipes, except through existing electrical or water outlets
already in the Premises, any apparatus or device for the purposes of using
electric current or water.

                                    ARTICLE 6
                                    INSURANCE

         SECTION 6.1 LESSOR'S CASUALTY INSURANCE OBLIGATIONS. Lessor shall keep
the Office Complex insured for the benefit of Lessor in an amount equivalent to
the full replacement value thereof (excluding foundation, grading and excavation
costs) against:

         (a)      loss or damage by fire; and

         (b)      such other risk or risks of a similar or dissimilar nature as
                  are now or may be customarily covered with respect to
                  buildings and improvements similar in construction, general
                  location, use, occupancy and design to the Office Complex,
                  including, but without limiting the generality of the
                  foregoing, windstorms, hail, explosion, vandalism, malicious
                  mischief, civil commotion, and such other coverage as may be
                  deemed necessary by Lessor, providing such additional coverage
                  is obtainable and providing such additional coverage is such
                  as is customarily carried with respect to buildings and
                  improvements similar in construction, general location, use,
                  occupancy and design to the Office Complex.

         These insurance provisions shall in no way limit or modify any of the
obligations of Lessee under any provision of this Lease Agreement. Lessor agrees
that such policy or policies of insurance shall permit releases of liability as
provided herein and/or waiver of subrogation clause as to Lessee and Lessor
waives, releases and discharges Lessee from all claims or demands whatsoever
which Lessor may have or acquire arising out of damage to or destruction of the
Office Complex or loss of use thereof occasioned by fire or other casualty,
WHETHER SUCH CLAIM OR DEMAND MAY ARISE BECAUSE OF THE NEGLIGENCE OR FAULT OF
LESSEE, ITS AGENTS, EMPLOYEES, CUSTOMERS, CONTRACTORS OR BUSINESS INVITEES, OR
OTHERWISE, and Lessor agrees to look to the insurance coverage only in the event
of such loss. Insurance premiums paid for insurance coverage required under this
Article 6 by Lessor shall be a portion of the "Operating Expenses" described in
Article 2 hereof.

         SECTION 6.2 LESSEE'S CASUALTY INSURANCE OBLIGATIONS. Lessee shall keep
all of its machinery, equipment, furniture, fixtures and personal property
(including also property under the care, custody, or control of Lessee) which
may be located in, upon, or about the Premises insured for the benefit of Lessee
in an amount equivalent to the full insurable value thereof against:

         (a)      loss or damage by fire; and


                                     Page 7
<PAGE>

         (b)      such other risk or risks of a similar or dissimilar nature as
                  are now, or may in the future be customarily covered with
                  respect to a tenant's machinery, equipment, furniture,
                  fixtures, personal property and business located in a building
                  similar in construction, general location, use, occupancy and
                  design to the Office Complex, including, but without limiting
                  the generality of the foregoing, windstorms, hail, explosions,
                  vandalism, theft, malicious mischief, civil commotion, and
                  such other coverage as Lessee may deem appropriate or
                  necessary.

         Lessee agrees that such policy or policies of insurance shall permit
release of liability as provided herein and/or waiver of subrogation clause as
to Lessor and Lessee waives, releases and discharges Lessor, its agents,
employees, and contractors from all claims or demands whatsoever which Lessee
may have or acquire arising out of damage to or destruction of the machinery,
equipment, furniture, fixtures, personal property, and loss of use thereof
occasioned by fire or other casualty, whether such claim or demand may arise
because of the negligence or fault of Lessor, its agents, employees, contractors
or otherwise, and Lessee agrees to look to the insurance coverage only in the
event of such loss.

         SECTION 6.3 LESSOR'S LIABILITY INSURANCE OBLIGATIONS. Lessor shall, as
a portion of the Operating Expenses defined in Article 2, maintain, for its
benefit and the benefit of its managing agent and Lessee, general public
liability insurance against claims for personal injury, death or property damage
occurring upon, in or about the Office Complex, such insurance to afford
protection to Lessor and its managing agent to the limit of not less than Two
Million and No/100 Dollars ($2,000,000.00) in respect to injury or death to a
single person, and to the limit of not less than Five Million and No/100 Dollars
($5,000,000.00) in respect to any one accident, and to the limit of not less
than Two Million and No/100 Dollars ($2,000,000.00) in respect to any property
damage. Lessor shall provide Lessee with evidence that it has satisfied its
insurance obligations hereunder upon request therefor.

         SECTION 6.4 LESSEE'S LIABILITY INSURANCE OBLIGATIONS. Lessee shall, at
Lessee's sole cost and expense but for the mutual benefit of Lessor, its
managing agent and Lessee, maintain general public liability insurance against
claims for personal injury, death or property damage occurring upon, in or about
the Premises, such insurance to afford protection to Lessor, its managing agent
and Lessee to the limit of not less than Two Million and No/100 Dollars
($2,000,000.00) in respect to the injury or death to a single person, and to the
limit of not less than Five Million and No/100 Dollars ($5,000,000.00) in
respect to any one accident, and to the limit of not less than Two Million and
No/100 Dollars ($2,000,000.00) in respect to any property damage. Such policies
of insurance shall be written in companies reasonably satisfactory to Lessor,
naming Lessor and its managing agent as additional insureds thereunder, and such
policies, or a memorandum or certificate of such insurance, shall be delivered
to Lessor endorsed "Premium Paid" by the company or agency issuing the same or
accompanied by other evidence satisfactory to Lessor that the premium thereon
has been paid. Any such coverage shall be deemed primary to any liability
coverage secured by Lessor. Such insurance shall also afford coverage for all
claims based upon acts, omissions, injury or damage, which claims occurred or
arose (or the onset of which occurred or arose) in whole or in part during the
policy period.

         SECTION 6.5 INDEMNIFICATION. Lessor agrees to indemnify, protect,
defend and hold Lessee and Lessee's shareholders, employees, lender and agents
harmless from and against any and all uninsured claims, costs, liabilities,
actions and damages, including without limitation, reasonable attorneys' fees
and costs on behalf of any person or persons, firm or firms, corporation or
corporations, arising from any accident, injury or damage to the extent that
same occurred prior to the Commencement Date or was caused by Lessor, its
agents, and employees to any person, firm or corporation occurring during the
term of this Lease or any extension or renewal hereof, in or about the Office
Complex, and from and against all costs, reasonable counsel fees, expenses and
liabilities in or about any such uninsured claim or action or proceeding brought
thereon; and in case any action or proceeding be brought against Lessee or its
agents by reason of any such uninsured claim, Lessor, upon notice from Lessee,
covenants to resist or defend such action or proceeding by counsel reasonably
satisfactory to Lessee.

         Lessee agrees to indemnify, protect, defend and hold Lessor and
Lessor's shareholders, employees, lender and managing agent harmless from and
against any and all uninsured claims, costs, liabilities, actions, and damages,
including, without limitation, reasonable attorneys' fees and costs on behalf of
any person or persons, firm or firms, corporation or corporations, arising from
any act or negligence on the part of Lessee or its agents, contractors,
servants, employees or licensees, or arising from any accident, injury or damage
to the extent caused by Lessee, its agents, and employees to any person, firm or
corporation occurring during the term of this Lease or any renewal thereof, in
or about the Premises and Office Complex, and from and against all costs,
reasonable counsel fees, expenses and liabilities incurred in or about any such
claim or action or proceeding brought thereon; and in case any action or
proceeding be brought against Lessor or its managing agent by reason of any such
claim,


                                     Page 8
<PAGE>

Lessee, upon notice from Lessor, covenants to resist or defend such action or
proceeding by counsel reasonably satisfactory to Lessor.

         SECTION 6.6 LESSEE'S WAIVER. Lessee agrees, to the extent not expressly
prohibited by law, that Lessor, its agents, employees and servants shall not be
liable, and Lessee waives all claims for damage to property and business
sustained during the term of this Lease by Lessee occurring in or about the
Office Complex, resulting directly or indirectly from any existing or future
condition, defect, matter or thing in the Premises, the Office Complex, or any
part thereof, or from equipment or appurtenances becoming out of repair or from
accident, or from any occurrence or act or omission of Lessor, its agents,
employees or servants, or any tenant or occupant of the Office Complex or any
other person, other than damage resulting from the intentional misconduct or
gross negligence of Lessor, its agents, employees or servants, or the breach by
Lessor of its obligations under this Lease. This paragraph shall apply
especially but not exclusively, to damage caused by aforesaid or by the flooding
of basements or other subsurface areas, or by refrigerators, sprinkling devices,
air conditioning apparatus, water, snow, frost, steam, excessive heat or cold,
falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or
leaking of pipes or plumbing fixtures, and shall apply equally, whether any such
damage results from the act or omission of other tenants or occupants in the
Office Complex or any other persons, and whether such damage be caused by or
result from any of the aforesaid, or shall be caused by or result from other
circumstances of a similar or dissimilar nature.

         SECTION 6.7 LESSOR'S DEDUCTIBLE AND LESSEE'S PROPERTY. Provisions
herein to the contrary notwithstanding, in the event any damage to the Office
Complex results solely from the gross negligence or willful misconduct of
Lessee, its agents, employees or invitees, and all or any portion of Lessor's
loss is "deductible," Lessee shall pay to Lessor the amount of such deductible
loss (not to exceed $1,000 per event).

         SECTION 6.8 LESSEE'S PROPERTY. All property in the Office Complex or on
the Premises belonging to Lessee, its agents, employees, invitees or otherwise
located at the Premises, shall be at the risk of Lessee only, and Lessor shall
not be liable for damage thereto or theft, misappropriation or loss thereof
unless caused solely by the gross negligence or willful misconduct of Lessor and
Lessee agrees to defend and hold Lessor, its agents, employees and servants
harmless and indemnify them against claims and liability for injuries to such
property.

         SECTION 6.9 INCREASE IN INSURANCE. Lessee shall not do or permit
anything to be done in or about the Premises nor bring or keep anything therein
which will in any way increase the existing rate of or affect in any other way
any fire or other insurance upon the Office Complex or any of its contents, or
cause a cancellation of any insurance policy covering the Office Complex or any
of its contents. Notwithstanding anything to the contrary contained herein,
Lessee shall, within thirty (30) days following its receipt of written demand,
reimburse Lessor for the full amount of any additional premium charged for such
policy by reason of Lessee's failure to comply with the provisions of the
paragraph, it being understood that such demand for reimbursement shall not be
Lessor's exclusive remedy. Lessee shall , within thirty (30) days following its
receipt of written demand, reimburse Lessor for any additional premium charged
for any such policy by reason of Lessee's failure to comply with the provisions
of this Article.

         SECTION 6.10 LESSEE'S FAILURE TO INSURE. In the event Lessee fails to
provide Lessor with evidence of insurance required under this Article 6, Lessor
may, but shall not be obligated to, without further demand upon Lessee, and
without waiving or releasing Lessee from any obligation contained in this Lease,
effect such insurance and Lessee agrees to repay, upon demand, all such sums
incurred by Lessor in effecting such insurance. All such sums shall become a
part of the Additional Rent payable hereunder, but no such payment by Lessor
shall relieve Lessee from any default under this Lease.

                                    ARTICLE 7
                        CERTAIN RIGHTS RESERVED BY LESSOR

         SECTION 7.1 RIGHTS RESERVED BY LESSOR. Lessor reserves the following
rights exercisable without notice and without liability to Lessee and without
effecting an eviction, constructive or actual, or disturbance of Lessee's use or
possession, or giving rise to any claim for setoff or abatement of rent:

         (a)      CONTROL SIGNAGE. To control, install, affix and maintain any
                  and all signs on the Property, or on the exterior of the
                  Office Complex and in the corridors, entrances and other
                  common areas thereof, except those signs within the Premises
                  not visible from outside the Premises, subject to applicable
                  law. Notwithstanding anything to the contrary contained
                  herein, subject to Article 8, the Building Rules and
                  Regulations (attached hereto as EXHIBIT "A") and compliance
                  with applicable laws and ordinances, Lessee may, at its sole
                  expense, install one (1) sign on each office tower of the
                  Office Complex in a location and


                                     Page 9
<PAGE>

                  or a design that is mutually acceptable to Lessor and Lessee,
                  such signage to be substantially similar to the design
                  attached hereto as EXHIBIT "B".

         (b)      RETAIN KEYS. To retain at all times and to use in appropriate
                  instances keys to all doors within and into the Premises. No
                  locks shall be changed without the prior written consent of
                  Lessor. This provision shall not apply to Lessee's safes, or
                  other areas maintained by Lessee for the safety and security
                  of monies, securities, negotiable instruments or similar
                  items, or proprietary or confidential information.

         (c)      MAKE REPAIRS. To make repairs, alterations, additions, or
                  improvements, whether structural or otherwise, in and about
                  the Office Complex, or any part thereof, and for such purposes
                  to enter upon the Premises, and during the continuation of any
                  of said work, to temporarily close doors, entryways, public
                  spaces, and corridors in the Office Complex and to interrupt
                  or temporarily suspend services and facilities.

         (d)      REGULATE HEAVY EQUIPMENT. To approve the weight, size and
                  location of safes and other heavy equipment and articles in
                  and about the Premises and the Office Complex, such approval
                  not to be unreasonably withheld, conditioned or delayed, and
                  to require all such items to be moved into and out of the
                  Office Complex and the Premises only at such times and in such
                  manner as Lessor shall reasonably direct in writing.

         (e)      EXCLUSIVE BUSINESSES. To grant to anyone the exclusive right
                  to conduct any particular business or undertaking in the
                  Office Complex other than general office use, including but
                  not limited to the following businesses: banks, savings and
                  loan associations, restaurants, cafeterias, candy and/or
                  tobacco shops, and other stores selling retail products.

         SECTION 7.2 EMERGENCY ENTRY. Lessor and its agents may enter the
Premises at any time in case of emergency and shall have the right to use any
and all means which Lessor may deem proper to open such doors during an
emergency in order to obtain entry to the Premises. Any entry to the Premises
obtained by Lessor in the event of an emergency shall not, under any
circumstances, be construed or deemed to be a forcible or unlawful entry into,
or detainer of, the Premises, or to be an eviction of Lessee from the Premises
or any portion thereof.

         SECTION 7.3 EXHIBITION OF PREMISES. Lessee shall permit Lessor and its
agents, upon at least twenty-four (24) hours prior notice, to enter and pass
through the Premises or any part thereof at reasonable times during normal
business hours to: (a) post notices of nonresponsibility; (b) exhibit the
Premises to holders of encumbrances on the interest of Lessor under the Lease
and to prospective purchasers, mortgagees or lessees of the Office Complex; and
(c) during the period of six (6) months prior to the expiration of the Lease
Term, exhibit the Premises to prospective lessees thereof, provided, in each
case, that Lessor shall not unreasonably interfere with Tenant's use and
occupancy of the Premises. If during the last month of the Lease Term, Lessee
shall have removed substantially all of Lessee's property and personnel from the
Premises, Lessor may, with the prior written consent of Lessee, which consent
may not be unreasonably withheld or delayed, enter the Premises and repair,
alter, and redecorate the same, without abatement of Rent and without liability
to Lessee; and such acts shall have no effect on this Lease.

         SECTION 7.4 RIGHT OF LESSOR TO PERFORM. All covenants and agreements to
be performed by Lessee under any of the terms of this Lease shall be performed
by Lessee at Lessee's sole cost and expense and without any abatement of Rent,
except as otherwise provided herein. If Lessee shall fail to pay any sum of
money (other than Rent due Lessor) required to be paid by it hereunder or shall
fail to perform any other act on its part to be performed hereunder, including,
but not limited to, the failure to commence and complete repairs promptly and
adequately, and the failure to remove any liens or otherwise to perform any act
or fulfill any obligation required of Lessee under this Lease within any
applicable notice and cure periods provided herein, Lessor may, but shall not be
obligated to do so, and without waiving or releasing Lessee from any obligations
of Lessee, make any such payment or perform any such act on Lessee's part to be
made or performed as in this Lease provided. All sums so paid by Lessor and all
necessary incidental costs, together with an administrative charge in the amount
of five percent (5%) of any costs incurred by Lessor, and interest thereon at
the maximum rate per annum then permitted by law accruing from the date which is
ten (10) days following Lessee's receipt of written notice that same has been
paid or incurred by Lessor until reimbursed to Lessor by Lessee, shall be
payable to Lessor by Lessee as Rent within thirty (30) days following Lessee's
receipt of written demand and Lessee covenants to pay all such sums. Lessor
shall have (in addition to any other right or remedy of Lessor) the same rights
and remedies in the event of Lessee's nonpayment of such sums, as in the case of
default by Lessee in the payment of Rent to Lessor.


                                    Page 10
<PAGE>

                                    ARTICLE 8
                          ALTERATIONS AND IMPROVEMENTS

         SECTION 8.1 PROCEDURES FOR LESSEE'S IMPROVEMENTS. Except as provided in
SECTION 16.27 hereof, Lessee shall not make any improvements, alterations,
additions or installations in or to the Premises (hereinafter referred to as the
"Work") without Lessor's prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed; provided, Lessor may withhold its
consent, in its sole discretion, to any structural alterations, exterior
alterations or other alterations that are visible within the common areas of the
Office Complex ("Major Alterations"). Before commencement of the Work or
delivery of any materials to be used in the Work to the Premises or into the
Office Complex, Lessee shall furnish Lessor with plans and specifications, names
and addresses of contractors, copies of contracts, necessary permits and
licenses, and an indemnification in such form and amount as may be reasonably
satisfactory to Lessor. Lessee agrees to defend and hold Lessor forever harmless
from any and all claims and liabilities of any kind and description which may
arise out of or be connected in any way with said improvements, alterations,
additions or installations. All Work shall be done only by contractors or
mechanics reasonably approved by Lessor and at such time and in such manner as
Lessor may from time to time reasonably designate. All work done by Lessee, its
agents, employees, or contractors shall be done in such a manner as to avoid
labor disputes. Lessee shall pay the cost of all such improvements, alterations,
additions or installations (including a reasonable charge for Lessor's services
and for Lessor's inspection and engineering time), and also the cost of
painting, restoring, or repairing the Premises and the Office Complex occasioned
by such improvements, alterations, additions or installations. Upon completion
of the Work, Lessee shall furnish Lessor with contractor's affidavits or
unconditional lien releases and full and final waivers of liens, and receipted
bills covering all labor and materials expended and used. The Work shall comply
with all insurance requirements and all laws, ordinances, rules and regulations
of all governmental authorities and shall be constructed in a good and
workmanlike manner. Lessee shall permit Lessor to inspect construction
operations in connection with the Work. Lessee shall not be allowed to make any
alterations, modifications, improvements, additions, or installations if such
action results or would result in a labor dispute or otherwise would materially
interfere with Lessor's operation of the Office Complex. Lessor, by written
notice to Lessee given at or prior to termination of this Lease, may require
Lessee to remove any improvements, additions or installation installed by Lessee
in the Premises at Lessee's sole cost and expense, and repair or restore any
damage caused by the installation and removal of such improvements, additions,
or installations; provided, however, the only improvements, additions or
installations which Lessee shall remove shall be those specified in such notice.
With respect to approval rights granted to Lessor in this Article 8 for other
than Major Alterations, Lessor's approval shall be deemed given following the
expiration of thirty (30) days after Lessee delivers to Lessor in writing plans
and specifications for the item or items for which Lessor's approval is sought
if Lessor has not sooner disapproved same.

         SECTION 8.2 FREEDOM FROM LIENS. Lessee shall keep the Premises and the
Office Complex free from any liens arising out of any work performed, material
furnished or obligations incurred by Lessee, and shall indemnify, protect,
defend and hold Lessor harmless from any liens and encumbrances arising out of
any work performed or material furnished by or at the direction of Lessee. In
the event that Lessee shall not, within thirty (30) days following the
imposition of any such lien, cause such lien to be released of record by payment
or posting of a proper bond, Lessor shall have, in addition to all other
remedies provided herein and by law, the right, but not the obligation, to cause
the same to be released by such means as it shall deem proper, including payment
of and/or defense against the claim giving rise to such lien. All such sums paid
by Lessor and all expenses incurred by it in connection therewith, including
attorneys' fees and costs, shall be payable as Additional Rent to Lessor by
Lessee on demand with interest at the maximum rate per annum then permitted by
law accruing from the date which is five (5) days following Lessee's receipt of
written notice that same has been paid or incurred by Lessor until reimbursed to
Lessor by Lessee.

         SECTION 8.3 ALTERATIONS A PART OF THE PREMISES. Any permanent additions
to, or alterations of, the Premises, except as specified in Lessor's notice to
Lessee, shall become at once a part of the Premises and belong to Lessor without
compensation to Lessee. The foregoing shall not be applicable to removable
equipment, trade fixtures, shelving, attached modular furniture or Lessee's
personal property, which Lessee shall remove, and upon removal shall repair any
damage to the Premises due to such removal.

                                    ARTICLE 9
                                     REPAIRS

         SECTION 9.1 LESSEE'S REPAIR OBLIGATIONS. Subject to Article 6 hereof,
Lessee shall, during the term of this Lease, at Lessee's expense, keep the
Premises in as good order, condition and repair as they were at the time Lessee
took possession of the same, reasonable wear and tear and damage from fire


                                    Page 11
<PAGE>

and other casualties and/or which is the responsibility of Lessor excepted.
Lessee shall keep the Premises in a neat and sanitary condition and shall not
commit any nuisance or waste on the Premises or in, on, or about the Office
Complex, throw improper substances in the plumbing facilities, or waste any of
the utilities furnished by the Lessor. All uninsured damage or injury to the
Premises, or to the Office Complex caused by Lessee moving furniture, fixtures,
equipment, or other devices in or out of the Premises or Office Complex or by
installation or removal of furniture, fixtures, equipment, devices or other
property of Lessee, its agents, contractors, servants or employees, due to
carelessness, omission, neglect, improper conduct, or other cause of Lessee, its
servants, employees, agents, visitors, or licensees, shall be repaired, restored
and replaced promptly by Lessee at its sole cost and expense. All repairs,
restorations and replacements shall be in quality and class equal to the
original work and shall comply with all requirements of the Lease.

         SECTION 9.2 LESSOR'S INSPECTION. Lessor or its employees, or agents,
shall have the right to enter the Premises following at least twelve (12) hours
prior notice thereof to Lessee (except that no prior notice to Lessee shall be
required in the event of an emergency or for the performance of cleaning,
janitorial and any other service required to be performed by Lessor under this
Lease) at any reasonable time or times for the purpose of inspection, cleaning,
repairs, altering, or improving the same but nothing contained herein shall be
construed as imposing any obligation on Lessor to make any repairs, alterations
or improvements which are the obligation of Lessee; provided, however, that
Lessor shall not unreasonably interfere with Lessee's use and occupancy of the
Premises.

         SECTION 9.3 JOINT INSPECTION UPON VACATION. Lessee shall give written
notice to Lessor at least thirty (30) days prior to vacating the Premises for
the express purpose of arranging a meeting with Lessor for a joint inspection of
the Premises. In the event of Lessee's failure to give such notice and arrange
such joint inspection, Lessor's inspection at or after Lessee's vacation of the
Premises shall be conclusively deemed correct for purposes of determining
Lessee's responsibility for repairs and restoration hereunder.

         SECTION 9.4 LESSOR'S REPAIR OBLIGATIONS. Lessor shall, during the term
of this Lease, at Lessor's expense, keep the common areas, landscaping, parking
facilities and the roof, foundation, slab, floors, exterior walls and load
bearing columns and all other structural, mechanical, electrical and plumbing
portions of the Office Complex in first class condition and repair and in a
neat, clean and healthful manner. All repairs, restorations and replacements
shall be performed in good and workmanlike manner and in quality and class equal
to the original work and shall comply with all requirements of the Lease. If
Lessor fails to perform any of Lessor's obligations under this paragraph, and if
such failure continues for thirty (30) days after written notice thereof is
delivered to Lessor (provided, that, in the event of an emergency or situation
where damage to person or property is at risk, no notice shall be required),
Lessee may perform such obligation, in which event, Lessor shall pay to Lessee
the reasonable cost incurred by Lessee in performing such obligation within
thirty (30) days after demand therefor (with accompanying paid invoices),
failing which Lessee shall be entitled to offset such sums against the Rent
becoming due under this Lease, provided any offset shall not exceed twenty
percent (20%) of monthly Base Rent until such offset has been fully made. In the
event the expenditure cannot be fully recouped from the next monthly payment of
Base Rent as a result of such limitation, Lessee shall be entitled to recover
interest with respect to each subsequent monthly offset from the date of the
expenditure to the date of offset at a per annum rate equal to the bank prime
rate publicized in the WALL STREET JOURNAL, as the same may change from time to
time.

                                   ARTICLE 10
                            ASSIGNMENT AND SUBLETTING

         SECTION 10.1 PROCEDURE FOR OBTAINING LESSOR'S CONSENT. Lessee shall
not, without the prior written consent of Lessor, (a) transfer, pledge, mortgage
or assign this Lease or any interest hereunder; (b) permit any assignment of
this Lease by voluntary act, operation of law or otherwise; (c) sublet the
Premises or any part thereof; or (d) permit the use of the Premises by any
parties other than Lessee, its agents and employees. Lessee shall seek such
written consent of Lessor by a written request therefor, setting forth such
information as Lessor may deem reasonably necessary. Lessee shall, by notice in
writing, advise Lessor of its intention from, on and after a stated date (which
shall not be less than thirty (30) days after date of Lessee's notice), to
assign this Lease or to sublet any part or all of the Premises for the balance
or any part of the term. Lessee's notice shall include all of the terms of the
proposed assignment or sublease and shall state the consideration therefor. In
such event, Lessor shall have the right to be exercised by giving written notice
to Lessee within thirty (30) days after receipt of Lessee's notice, to recapture
the space described in Lessee's notice and such recapture notice shall, if
given, cancel and terminate this Lease with respect to the space therein
described as of the date stated in Lessee's notice; provided, however, that
Lessor shall not have such right to recapture if the proposed assignment is a
transfer of the stock of Lessee as described in SECTION 10.5 hereof. Lessee's
notice shall


                                    Page 12
<PAGE>

state the name and address of the proposed assignee or subtenant and a true and
complete copy of the proposed assignment or sublease shall be delivered to
Lessor with Lessee's notice. If Lessee's notice shall cover all of the Premises,
and Lessor shall have exercised its foregoing recapture right, the term of this
Lease shall expire and end on the date stated in Lessee's notice as fully and
completely as if that date had been herein definitely fixed for the expiration
of the term. If, however this Lease be canceled with respect to less than the
entire Premises, the Base Rent and Additional Rent shall be equitably adjusted
by Lessor with due consideration of the size, location, type and quality of the
portion of the Premises so remaining after the "recapture" and such rent shall
be reduced accordingly from and after the termination date for said portion, and
this Lease as so amended shall continue thereafter in full force and effect. The
rent adjustments provided for herein shall be evidenced by an amendment to Lease
executed by Lessor and Lessee. If this Lease shall be terminated in the manner
aforesaid, either as to the entire Premises or only a portion thereof, to such
extent the term of this Lease shall end upon the appropriate effective date of
the proposed sublease or assignment as if that date had been originally fixed in
this Lease for such expiration, and in the event of a termination affecting less
than the entire Premises, Lessee shall comply with Article 13 ("Surrender of
Premises") of this Lease with respect to such portion of the Premises affected
thereby.

         SECTION 10.2 DISCHARGE OF COMMISSION. Lessee shall, at its sole cost
and expense, discharge in full (a) any outstanding commission obligation on the
part of Lessor with respect to this Lease in the event that all or any portion
of this Lease is recaptured pursuant to this ARTICLE 10, and (b) any commission
which may be due and owing as a result of any proposed assignment or subletting,
whether or not the subject portion of the Premises is "recaptured" pursuant
thereto and rented by Lessor to the proposed tenant or any other tenant.

         SECTION 10.3 RIGHT TO RECAPTURE NOT EXERCISED. If Lessor, upon
receiving Lessee's notice with respect to any such space, shall not exercise its
right to recapture as aforesaid, Lessor will not unreasonably withhold its
consent to Lessee's assignment of the Lease or subletting such space to the
party identified in Lessee's notice, provided, however, that in the event Lessor
consents to any such assignment or subletting, and as a condition thereto,
Lessee shall pay to Lessor ninety percent (90%) of all profit derived by Lessee
from such assignment or subletting. For purposes of the foregoing, profit shall
be deemed to include, but shall not be limited to, the amount of all rent
payable by such assignee or sublessee in excess of the Base Rent, and rent
adjustments, payable by Lessee under this Lease. If a part of the consideration
for such assignment or subletting shall be payable other than in cash, the
payment to Lessor shall be in cash for its share of any non-cash consideration
based upon the fair market value thereof.

         SECTION 10.4 LESSEE'S PROFIT STATEMENT. Lessee shall and hereby agrees
that it will furnish to Lessor upon request from Lessor a complete statement,
certified by an independent certified public accountant, setting forth in detail
the computation of all profit derived and to be derived from such assignment or
subletting, such computation to be made in accordance with generally accepted
accounting principles. Lessee agrees that Lessor or its authorized
representatives shall be given access at all reasonable times to the books,
records and papers of Lessee relating to any such assignment or subletting, and
Lessor shall have the right to make copies thereof. The percentage of Lessee's
profit due Lessor hereunder shall be paid to Lessor within five (5) days of
receipt by Lessee of all payments made from time to time by such assignee or
sublessee to Lessee.

         SECTION 10.5 LESSEE'S CHANGES DEEMED AN ASSIGNMENT. For purposes of the
foregoing, any change in the partners of Lessee, if Lessee is a partnership
which results in a transfer of at least fifty percent (50%) or more of the
interests in the partnership, or, if Lessee is a corporation, any transfer of at
least fifty percent (50%) of the shares of stock of Lessee by sale, assignment,
operation of law or otherwise, shall be deemed to be an assignment within the
meaning of this Article 10; provided, however, that the sale of stock in a
public offering for an aggregate price of at least Twenty Million Dollars
($20,000,000.00) shall not be deemed to be an assignment within the meaning of
this ARTICLE 10.

         SECTION 10.6 CONTINUING LESSEE LIABILITY. Any subletting or assignment
hereunder shall not release or discharge Lessee of or from any liability,
whether past, present or future, under this Lease, and Lessee shall continue
fully liable thereunder. The subtenant or subtenants or assignee shall agree in
a form satisfactory to Lessor to comply with and be bound by all of the terms,
covenants, conditions, provisions and agreements of this Lease to the extent of
the space sublet or assigned, and Lessee shall deliver to Lessor promptly after
execution an executed copy of each such sublease or assignment and an agreement
of compliance by each such subtenant or assignee. Consent by Lessor to any
assignment of this Lease or to any subletting of the Premises shall not be a
waiver of Lessor's rights under this Article 10 as to any subsequent assignment
or subletting.


                                    Page 13
<PAGE>

         SECTION 10.7 VOID TRANSFERS. Any sale, assignment, mortgage, transfer,
or subletting of this Lease which is not in compliance with the provisions of
this Article 10 shall be of no effect and void. Lessor's right to assign its
interest in this Lease shall remain unqualified. Lessor may make a reasonable
charge to Lessee for any reasonable attorneys' fees or expenses incident to a
review of any documentation related to any proposed assignment or subletting by
Lessee. Notwithstanding anything contained herein to the contrary, Lessee shall
be entitled, without otherwise complying with the provisions of this Article 10,
to assign this Lease or sublet the Premises to any parent, affiliate or
subsidiary of Lessee, without first obtaining Lessor's consent; provided, Lessee
shall remain fully liable for the obligations of this Lease, and the assignee or
sublessee shall assume all obligations of Lessee hereunder.

         SECTION 10.8 PROHIBITED TRANSFEREES. Notwithstanding anything to the
contrary in this Lease, Lessee shall not assign its rights under this Lease or
sublet all or any part of the Premises to a person, firm or corporation which is
(or, immediately prior to such subletting or assignment, was) a tenant or
occupant of the Office Complex or the building located at 7701 Stemmons Freeway,
Dallas, Texas, or any office building on property contiguous to the Office
Complex owned by Lessor under the Lease.

         SECTION 10.9 CRITERIA FOR WITHHOLDING CONSENT. The consent of Lessor to
a transfer may not be unreasonably withheld, conditioned or delayed, provided
that should Lessor withhold its consent for any of the following reasons, which
list is not exclusive, such withholding shall be deemed to be reasonable:

         (a)      Financial strength of the proposed transferee is not at least
                  equal to that of Lessee at the time of execution of this Lease
                  or of lessees occupying comparable premises in the Office
                  Complex or in other buildings owned or operated by Lessor
                  located in the same metropolitan area as the Office Complex;

         (b)      A proposed transferee whose occupation of the Premises would
                  cause a diminution in the reputation of the Office Complex or
                  the other businesses located therein;

         (c)      A proposed transferee whose occupancy will require any
                  material variation in the terms and conditions of this Lease.

         Lessee agrees that its personal business skills and philosophy were an
important inducement to Lessor for entering into this Lease and that Lessor may
reasonably object to the transfer of the Premises to another whose proposed use,
while permitted by this Lease, would involve a different, quality, manner or
type of business skills than that of Lessee.

                                   ARTICLE 11
                        DAMAGE BY FIRE OR OTHER CASUALTY

         SECTION 11.1 TENANTABLE WITHIN 240 DAYS. If fire or other casualty
shall render the whole or any material portion of the Premises untenantable, and
the Premises can reasonably be expected to be made tenantable within two hundred
forty (240) days from the date of such event, then Lessor shall repair and
restore the Premises and the Office Complex to as near their condition prior to
the fire or other casualty as is reasonably possible within such two hundred
forty (240) day period (subject to delays for causes beyond Lessor's reasonable
control) and notify Lessee that it will be doing so, such notice to be mailed
within thirty (30) days from the date of such damage or destruction, and this
Lease shall remain in full force and effect, but the Rent for the period during
which the Premises are untenantable shall be abated pro rata (based upon the
portion of the Premises which is untenantable). If Lessor is required to repair
the Office Complex and/or the Premises as aforesaid, said work shall be
undertaken and prosecuted with all due diligence and speed, and shall be
completed within two hundred forty (240) days following the date of such fire or
other casualty (subject to force majeure) failing which, Lessee shall be
entitled to terminate this Lease in the event that such repairs are not
completed within sixty (60) days after written notice from Lessee that Lessee
desires to terminate this Lease because such repairs have not been completed
within such two hundred forty (240) day period.

         SECTION 11.2 NOT TENANTABLE WITHIN 240 DAYS. If fire or other casualty
shall render the whole or any material part of the Premises untenantable and the
Premises cannot reasonably be expected to be made tenantable within two hundred
forty (240) days from the date of such event, then either party, by notice in
writing to the other mailed within thirty (30) days from the date of such damage
or destruction, may terminate this Lease effective upon a date within thirty
(30) days from the date of such notice.

         SECTION 11.3 OFFICE COMPLEX SUBSTANTIALLY DAMAGED. In the event that
more than fifty percent (50%) of the value of the Office Complex is damaged or
destroyed by fire or other casualty, and irrespective of whether damage or
destruction can be made tenantable within two hundred forty (240)


                                    Page 14
<PAGE>

days thereafter, then at Lessor's or Lessee's option, by written notice to the
other, mailed within forty-five (45) days from the date of such damage or
destruction, either party may terminate this Lease effective upon the date
ninety (90) days after such notice.

         SECTION 11.4 DEDUCTIBLE PAYMENTS. If the Premises or the Office Complex
is damaged, and such damage is of the type insured against under the fire and
special form property damage insurance maintained by Lessor hereunder, the cost
of repairing said damage up to the amount of the deductible under said insurance
policy shall be included as a part of the Operating Expenses.

         SECTION 11.5 LESSOR'S REPAIR OBLIGATIONS. If fire or other casualty
shall render the whole or any material part of the Premises untenantable and the
Premises cannot reasonably be expected to be made tenantable within two hundred
forty (240) days from the date of such event and neither party hereto terminates
this Lease pursuant to its rights herein or in the event that more than fifty
percent (50%) of the value of the Office Complex is damaged or destroyed by fire
or other casualty, and neither party terminates this Lease pursuant to its
option granted herein, or in the event that fifty percent (50%) or less of the
value of the Office Complex is damaged or destroyed by fire or other casualty
and neither the whole nor any material portion of the Premises is rendered
untenantable, then Lessor shall repair and restore the Premises and the Office
Complex to as near their condition prior to the fire or other casualty as is
reasonably possible with all due diligence and speed (subject to delays for
causes beyond Lessor's reasonable control) and shall be completed within two
hundred forty (240) days following the date of such fire or other casualty
(subject to force majeure) failing which, Lessee shall be entitled to terminate
this Lease in the event that such repairs are not completed within sixty (60)
days after written notice from Lessee that Lessee desires to terminate this
Lease because such repairs have not been completed within such 240 day period.
Rent for the period during which the Premises are untenantable shall be abated
pro rata (based upon the portion of the Premises which is untenantable). In no
event shall Lessor be obligated to repair or restore any special equipment or
improvements installed by Lessee at Lessee's expense.

         SECTION 11.6 RENT APPORTIONMENT. In the event of a termination of this
Lease pursuant to this Article 11, Rent shall be apportioned on a per diem basis
and paid to the date of the fire or other casualty.

                                   ARTICLE 12
                                 EMINENT DOMAIN

         SECTION 12.1 LESSEE'S TERMINATION. If the whole of or any substantial
part of the Premises is taken by any public authority under the power of eminent
domain, or taken in any manner for any public or quasi-public use, so as to
render (in Lessee's reasonable judgment) the remaining portion of the Premises
unsuitable for the purposes intended hereunder, then the term of this Lease
shall cease as of the day possession shall be taken by such public authority and
Lessor shall make a pro rata refund of any prepaid rent. All damages awarded for
such taking under the power of eminent domain or any like proceedings shall
belong to and be the property of Lessor, Lessee hereby assigning to Lessor its
interest, if any, in said award; provided, however, Lessor shall have no
interest in any award made to Lessee for loss of business or goodwill. In the
event that fifty percent (50%) or more of the building area or fifty percent
(50%) or more of the value of the Office Complex is taken by public authority
under the power of eminent domain, then either party may terminate this Lease by
delivering, within sixty (60) days after possession is taken, written notice
thereof to the other party, which termination shall be effective as of the date
ninety (90) days after such termination notice is given.

         SECTION 12.2 LESSEE'S PARTICIPATION. Provisions in this Article 12 to
the contrary notwithstanding, Lessee shall have the right to prove in any
condemnation proceedings and to receive any separate award which may be made for
damages to or condemnation of Lessee's movable trade fixtures and equipment and
for moving expenses; provided, however, Lessee shall in no event have any right
to receive any award for its interest in this Lease or for loss of leasehold.
Provisions in this Article 12 to the contrary notwithstanding, in the event of a
partial condemnation of the Office Complex or the Premises and this Lease is not
terminated, Lessor shall, at its sole cost and expense, restore the Premises and
Office Complex to a complete architectural unit and the Base Rent provided for
herein during the period from and after the date of delivery of possession
pursuant to such proceedings to the termination of this Lease shall be reduced
to a sum equal to the product of the Base Rent provided for herein multiplied by
a fraction, the numerator of which is the fair market rent of the Premises after
such taking and after same has been restored to a complete architectural unit,
and the denominator of which is the fair market rent of the Premises prior to
such taking.


                                    Page 15
<PAGE>

                                   ARTICLE 13
                              SURRENDER OF PREMISES

         SECTION 13.1 SURRENDER OF POSSESSION. On the last day of the term of
this Lease, or on the sooner termination thereof, Lessee shall peaceably
surrender the Premises in good condition and repair consistent with Lessee's
duty to make repairs as herein provided. On or before the last day of the term
of this Lease, or the date of sooner termination thereof, Lessee shall, at its
sole cost and expense, remove all of its property and trade fixtures and
equipment from the Premises, and all property not removed shall be deemed
abandoned. Lessee hereby appoints Lessor its agent to remove all abandoned
property of Lessee from the Premises upon termination of this Lease and to cause
its transportation and storage for Lessee's benefit, all at the sole cost and
risk of Lessee and Lessor shall not be liable for damage, theft,
misappropriation or loss thereof and Lessor shall not be liable in any manner in
respect thereto. Lessee shall pay all reasonable costs and expenses of such
removal, transportation and storage. Lessee shall leave the Premises in good
order, condition and repair, reasonable wear and tear and damage from fire and
other casualty or which is the responsibility of Lessor excepted. Lessee shall
reimburse Lessor within thirty (30) days following its receipt of written demand
for any expenses incurred by Lessor with respect to removal, transportation, or
storage of abandoned property and with respect to restoring said Premises to the
condition required by this Lease. All alterations, additions and fixtures, other
than Lessee's furniture, personal property, trade fixtures and equipment which
have been made or installed by either Lessor or Lessee upon the Premises, shall
remain the property of Lessor and shall be surrendered with the Premises as a
part thereof. If the Premises are not surrendered at the end of the term or
sooner termination thereof, Lessee shall indemnify Lessor against loss or
liability resulting from delay by Lessee in so surrendering the Premises,
including, without limitation, claims made by any succeeding tenants founded on
such delay and any attorneys' fees resulting therefrom. Lessee shall promptly
surrender all keys for the Premises to Lessor at the place then fixed for the
payment of rent and shall inform Lessor of combinations on any vaults, locks and
safes left on the Premises.

         SECTION 13.2 LESSEE RETAINING POSSESSION. In the event Lessee remains
in possession of the Premises after expiration of this Lease, and without the
execution of a new lease, but with Lessor's written consent, it shall be deemed
to be occupying the Premises as a tenant from month to month, subject to all the
provisions, conditions and obligations of this Lease insofar as the same can be
applicable to a month-to-month tenancy, except that the Base Rent shall be
escalated to Lessor's then current base rent for the Premises according to
Lessor's then current rental rate schedule for prospective tenants, but not in
excess of 150% of the Base Rent otherwise payable under the Lease. In the event
Lessee remains in possession of the Premises after expiration of this Lease and
without the execution of a new lease and without Lessor's written consent,
Lessee shall be deemed to be occupying the Premises without claim of right and
Lessee shall pay Lessor for all costs arising out of loss or liability resulting
from delay by Lessee in so surrendering the Premises as above provided and shall
pay a charge for each day of occupancy an amount equal to one hundred fifty
percent (150%) of the Base Rent and Additional Rent (on a daily basis) payable
under this Lease upon expiration.

                                   ARTICLE 14
                                DEFAULT OF LESSEE

         SECTION 14.1 EVENTS OF DEFAULT. The occurrence of any one or more of
the following events (in this Article sometimes called "Event of Default") shall
constitute a default and breach of this Lease by Lessee:

         (a)      If Lessee fails to pay any Base Rent or Additional Rent
                  payable under this Lease or fails to pay any obligation
                  required to be paid by Lessee when and as the same shall
                  become due and payable, and such default continues for a
                  period of ten (10) days after written notice thereof given by
                  Lessor to Lessee.

         (b)      If Lessee fails to perform any of Lessee's nonmonetary
                  obligations under this Lease for a period of thirty (30) days
                  after written notice from Lessor; provided that if more time
                  is required to complete such performance, Lessee shall not be
                  in default if Lessee commences such performance within the
                  thirty (30)-day period and thereafter diligently pursues its
                  completion. The notice required by this subsection is intended
                  to satisfy any and all notice requirements imposed by law on
                  Lessor and is not in addition to any such requirement.

         (c)      If Lessee, by operation of law or otherwise, violates the
                  provisions of Article 10 hereof relating to assignment,
                  sublease, mortgage or other transfer of Lessee's interest in
                  this Lease or in the Premises or in the income arising
                  therefrom.


                                    Page 16
<PAGE>

         (d)      If Lessor discovers that any financial statement, warranty,
                  representation or other information given to Lessor by Lessee,
                  any assignee of Lessee, any subtenant of Lessee, any successor
                  in interest of Lessee or any guarantor of Lessee's obligation
                  hereunder, and any of them, in connection with this Lease, was
                  materially false or misleading when made or furnished.

         (e)      Lessee, by operation of law or otherwise, violates the
                  provisions of Section 4.4 relating to compliance with
                  environmental laws.

         (f)      If (i) Lessee makes a general assignment or general
                  arrangement for the benefit of creditors; (ii) a petition for
                  adjudication of bankruptcy or for reorganization or
                  rearrangement is filed by or against Lessee and is not
                  dismissed within sixty (60) days; (iii) if a trustee or
                  receiver is appointed to take possession of substantially all
                  of Lessee's assets located at the Premises or of Lessee's
                  interest in the Lease and possession is not restored to Lessee
                  within sixty (60) days; or (iv) if substantially all of
                  Lessee's assets located at the Premises or of Lessee's
                  interest in this Lease is subjected to attachment, execution
                  or other judicial seizure which is not discharged within sixty
                  (60) days. If a court of competent jurisdiction determines
                  that any of the acts described in this subsection does not
                  constitute an Event of Default and a trustee is appointed to
                  take possession (or if Lessee remains a debtor in possession)
                  and such trustee or Lessee transfers Lessee's interest
                  hereunder, then Lessor shall receive, as Additional Rent, the
                  difference between the Rent (or any other consideration) paid
                  in connection with such assignment or sublease and the Rent
                  payable by Lessee hereunder. As used in this subsection, the
                  term "Lessee" shall also mean any guarantor of Lessee's
                  obligations under this Lease. If any such Event of Default
                  shall occur, Lessor, at any time during the continuance of any
                  such Event of Default, may give written notice to Lessee
                  stating that this Lease shall expire and terminate on the date
                  specified in such notice, and upon the date specified in such
                  notice this Lease, and all rights of Lessee under this Lease,
                  including all rights of renewal whether exercised or not,
                  shall expire and terminate, or in the alternative or in
                  addition to the foregoing remedy, Lessor may assert and have
                  the benefit of any other remedy allowed herein, at law, or in
                  equity.

         SECTION 14.2 LESSOR'S REMEDIES. Upon the occurrence and during the
continuance of an Event of Default by Lessee, with or without notice or demand
and without limiting Lessor in the exercise of any right or remedy which Lessor
may have, Lessor shall be entitled to the rights and remedies set forth below.

         (a)      TERMINATION OF POSSESSION. Terminate Lessee's right to
                  possession of the Premises by any lawful means, in which case
                  the Lease shall terminate and Lessee shall immediately
                  surrender possession of the Premises to Lessor. In such event,
                  Lessor shall have the immediate right to reenter and remove
                  all persons and property, and such property may be removed and
                  stored in a public warehouse or elsewhere at the cost of, and
                  for the account of Lessee, all without service of notice or
                  resort to legal process and without being deemed guilty of
                  trespass, or becoming liable for any loss or damage which may
                  be occasioned thereby. Lessor shall have the right to change
                  the locks on any door of the Premises without notifying Lessee
                  of the name, address or telephone number of an individual or
                  company from whom a new key may be obtained, nor shall Lessor
                  have any obligation to provide a new key to Lessee until such
                  time as all Events of Default have been cured and Lessee has
                  provided to Lessor additional security for or further
                  assurances of Lessee's future performance of all Lessee's
                  obligations arising under this Lease, such security and
                  assurances to be satisfactory to Lessor in the exercise of
                  Lessor's sole and absolute discretion. In the event that
                  Lessor shall elect to so terminate this Lease, then Lessor
                  shall be entitled to recover from Lessee all damages incurred
                  by Lessor by reason of Lessee's default, including:

                  (i)      The equivalent of the amount of the Base Rent and
                           Additional Rent which would be payable under this
                           Lease by Lessee if this Lease were still in effect,
                           less

                  (ii)     The net proceeds of any reletting affected pursuant
                           to the provisions of Section 14.2 hereof after
                           deducting all of Lessor's reasonable expenses in
                           connection with such reletting, including, without
                           limitation, all repossession costs, brokerage
                           commissions, legal expenses, reasonable attorneys'
                           fees, alteration costs, and expenses of preparation
                           of the Premises, or any portion thereof, for such
                           reletting.


                                    Page 17
<PAGE>

                  Lessee shall pay such current damages in the amount determined
                  in accordance with the terms of this Section 14.2 as set forth
                  in a written statement thereof from Lessor to Lessee
                  (hereinafter called the "Deficiency"), to Landlord in monthly
                  installments on the days on which the Rent would have been
                  payable under this Lease if this Lease were still in effect,
                  and Landlord shall be entitled to recover from Tenant each
                  monthly installment of the Deficiency as the same shall arise.

         (b)      DAMAGES. In lieu of recovering the monthly Deficiency as set
                  forth in Section 14.2, Lessor shall be entitled to recover
                  from Lessee, and Lessee shall pay to Lessor, within thirty
                  (30) days after its receipt of written demand, as and for
                  final damages for Lessee's default, an amount equal to the
                  difference between the then present worth of the aggregate of
                  the Base Rent and Additional Rent and any other charges to be
                  paid by Lessee hereunder for the unexpired portion of the term
                  of this Lease (assuming this Lease had not been so
                  terminated), and the then present worth of the then aggregate
                  fair and reasonable fair market rent of the Premises for the
                  same period. In the computation of present worth, a discount
                  at the rate of 6% per annum shall be employed. If the
                  Premises, or any portion thereof, shall be relet by Lessor for
                  the unexpired term of this Lease, or any part thereof, before
                  presentation of proof of such damages to any court, commission
                  or tribunal, the amount of Rent reserved upon such reletting
                  shall, prima facie, be the fair and reasonable fair market
                  rent for the part or the whole of the Premises so relet during
                  the term of the reletting. Nothing herein contained or
                  contained in Section 14.2 shall limit or prejudice the right
                  of Lessor to prove for and obtain, as damages by reason of
                  such expiration or termination, 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, such damages are
                  to be proved, whether or not such amount be greater, equal to
                  or less than the amount of the difference referred to above.

         (c)      REENTRY AND REMOVAL. Upon the occurrence and during the
                  continuance of an Event of Default by Lessee, Lessor shall
                  also have the right, with or without terminating this Lease,
                  to reenter the Premises to remove all persons and property
                  from the Premises. Such property may be removed and stored in
                  a public warehouse or elsewhere at the cost of and for the
                  account of Lessee. If Lessor shall elect to reenter the
                  Premises, Lessor shall not be liable for damages by reason of
                  such reentry.

         (d)      NO TERMINATION; RECOVERY OF RENT. If Lessor does not elect to
                  terminate this Lease as provided in this Section 14.2, then
                  Lessor may, from time to time, recover all Rent as it becomes
                  due under this Lease. At any time thereafter before the
                  default is cured, Lessor may elect to terminate this Lease and
                  to recover damages to which Lessor is entitled.

         (e)      RELETTING THE PREMISES. In the event that Lessor should elect
                  to terminate this Lease and to relet the Premises, it may
                  execute any new lease in its own name. Lessee hereunder shall
                  have no right or authority whatsoever to collect any Rent from
                  such Lessee. The proceeds of any such reletting shall be
                  applied as follows:

                  (i)      First, to the payment of any indebtedness other than
                           Rent due hereunder from Lessee to Lessor, including
                           but not limited to storage charges or brokerage
                           commissions owing from Lessee to Lessor as the result
                           of such reletting;

                  (ii)     Second, to the payment of the costs and expenses of
                           reletting the Premises, including alterations and
                           repairs which Lessor deems reasonably necessary and
                           advisable and reasonable attorneys' fees incurred by
                           Lessor in connection with the retaking of the said
                           Premises and such reletting;

                  (iii)    Third, to the payment of Rent and other charges due
                           and unpaid hereunder; and

                  (iv)     Fourth, to the payment of future Rent and other
                           damages payable by Lessee under this Lease.

         The parties hereto shall, and they hereby do, waive trial by jury in
         any action, proceeding, or counterclaim brought by either of the
         parties hereto against the other on any matters whatsoever arising out
         of, or in any way connected with, this Lease, the relationship of
         Lessor and Lessee, Lessee's use or occupancy of the Premises and/or
         Office Complex, and/or claim or injury or damage.


                                    Page 18
<PAGE>

         SECTION 14.3 WRITTEN NOTICE OF TERMINATION REQUIRED. Lessor shall not
be deemed to have terminated this Lease and the Lessee's right to possession of
the leasehold or the liability of Lessee to pay Rent thereafter to accrue or its
liability for damages under any of the provisions hereof, unless Lessor shall
have notified Lessee in writing that it has so elected to terminate this Lease.
Lessee covenants that the service by Lessor of any notice pursuant to the
applicable unlawful detainer statutes of the state in which the Office Complex
is located and the Lessee's surrender of possession pursuant to such notice
shall not (unless Lessor elects to the contrary at the time of, or at any time
subsequent to the service of, such notice, and such election be evidenced by a
written notice to Lessee) be deemed to be a termination of this Lease or of
Lessee's right to possession thereof.

         SECTION 14.4 REMEDIES CUMULATIVE; NO WAIVER. All rights, options and
remedies of Lessor contained in this Lease shall be construed and held to be
cumulative, and no one of them shall be exclusive of the other, and Lessor shall
have the right to pursue any one or all of such remedies or any other remedy or
relief which may be provided by law whether or not stated in this Lease, except
as otherwise expressly set forth herein. No waiver by Lessor of a breach of any
of the terms, covenants or conditions of this Lease by Lessee shall be construed
or held to be a waiver of any succeeding or preceding breach of the same or any
other term, covenant or condition therein contained. No waiver of any default of
Lessee hereunder shall be implied from any omission by Lessor to take any action
on account of such default if such default persists or is repeated, and no
express waiver shall affect default other than as specified in said waiver. The
consent or approval by Lessor to or of any act by Lessee requiring Lessor's
consent or approval shall not be deemed to waive or render unnecessary Lessor's
consent to or approval of any subsequent similar acts by Lessee.

         SECTION 14.5 LEGAL COSTS. The prevailing party in any dispute hereunder
shall be entitled to recover, upon demand, for any reasonable costs or expenses
incurred in connection with any breach or default under this Lease, whether or
not suit is commenced or judgment entered. Such costs shall include reasonable
legal fees and costs incurred for the negotiation of a settlement, enforcement
of rights or otherwise. Furthermore, if any action for breach of or to enforce
the provisions of this Lease is commenced, the court in such action shall award
to the party in whose favor a judgment is entered a reasonable sum as attorneys'
fees and costs. Such attorneys' fees and costs shall be paid by the losing party
in such action. Lessee shall also indemnify Lessor against and hold Lessor
harmless from all costs, expenses, demands and liability incurred by Lessor if
Lessor becomes or is made a party to any claim or action (a) instituted by
Lessee, or by any third party against Lessee; (b) for foreclosure of any lien
for labor or material furnished to or for Lessee or such other person; (c)
otherwise arising out of or resulting from any act or transaction of Lessee or
such other person; or (d) necessary to protect Lessor's interest under this
Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the
United States Code, as amended. Lessee shall defend Lessor against any such
claim or action at Lessee's expense with counsel reasonably acceptable to Lessor
or, at Lessor's election, Lessee shall reimburse Lessor for any legal fees or
costs incurred by Lessor in any such claim or action.

         In addition, Lessee shall pay Lessor's reasonable attorneys' fees
incurred in connection with Lessee's request for Lessor's consent in connection
with any act which Lessee proposed to do and which requires Lessor's consent.

         SECTION 14.6 WAIVER OF DAMAGES FOR REENTRY. Lessee hereby waives all
claims by Lessor's reentering and taking possession of the Premises or removing
and storing the property of Lessee as permitted under this Lease and will save
Lessor harmless from all losses, costs or damages occasioned Lessor thereby. No
such reentry shall be considered or construed to be a forcible entry by Lessor.

                                   ARTICLE 15
                             SUBORDINATION/ESTOPPEL

         SECTION 15.1 LEASE SUBORDINATE. This Lease shall be subject and
subordinate to any mortgage, deed of trust or ground lease now or hereafter
placed upon the Premises, the Office Complex, the Property, or any portion
thereof by Lessor, its successors or assigns, and to amendments, replacements,
renewals and extensions thereof. Lessee agrees at any time hereafter, within ten
(10) days following Lessee's receipt of written demand, to execute and deliver
any instruments, releases, or other documents that may be reasonably required
for the purpose of subjecting and subordinating this Lease, as above provided,
to the lien of any such mortgage, deed of trust or ground lease. It is agreed,
nevertheless, that as long as Lessee is not in default beyond any applicable
curative periods in the payment of Base Rent, Additional Rent, and the payment
of other charges to be paid by Lessee under this Lease, and the performance of
all covenants, agreements and conditions to be performed by Lessee under this
Lease, then neither Lessee's right to quiet enjoyment under this Lease, nor the
right of Lessee to continue to occupy the Premises and to conduct its business
thereon, in accordance with the terms of this Lease as against any lessor,
lessee, mortgagee, trustee, or their successors or assigns shall be interfered
with.


                                    Page 19
<PAGE>

         SECTION 15.2 ATTORNMENT. The above subordination shall be effective
without the necessity of the execution and delivery of any further instruments
on the part of Lessee to effectuate such subordination. Notwithstanding anything
hereinabove contained in this Article 15, in the event the holder of any
mortgage, deed of trust or ground lease shall at any time elect to have this
Lease constitute a prior and superior lien to its mortgage, deed of trust or
ground lease, then, and in such event, upon any such holder or landlord
notifying Lessee to that effect in writing, this Lease shall be deemed prior and
superior in lien to such mortgage, deed of trust, ground lease, whether this
Lease is dated prior or subsequent to the date of such mortgage, deed of trust
or ground lease and Lessee shall execute such attornment agreement as may be
reasonably requested by said holder or landlord.

         SECTION 15.3 LESSEE'S NOTICE OF DEFAULT. Lessee agrees, provided the
mortgagee, ground lessor or trust deed holder under any mortgage, ground lease,
deed of trust or other security instrument shall have notified Lessee in writing
(by the way of a notice of assignment of lease or otherwise) of its address,
Lessee shall give such mortgagee, ground lessor or trust deed holder or other
secured party ("Mortgagee"), simultaneously with delivery of notice to Lessor,
by registered or certified mail, a copy of any such notice of default served
upon Lessor. Lessee further agrees that said Mortgagee shall have the right to
cure any alleged default during the same period that Lessor has to cure such
default.

         SECTION 15.4 ESTOPPEL CERTIFICATES. Lessee agrees from time to time
upon not less than twenty (20) days prior written request by Lessor to deliver
to Lessor a statement in writing certifying (a) that this Lease is unmodified
and in full force and effect (or if there have been modifications that the Lease
as modified is in full force and effect and stating the modifications); (b) the
dates to which the rent and other charges have been paid; (c) Lessor is not in
default in any provision of this Lease or, if in default, the nature thereof
specified in detail; (d) the amount of monthly rental currently payable by
Lessee; (e) the amount of any prepaid rent, and (f) such other matters as may be
reasonably requested by Lessor or any mortgagee or prospective purchaser of the
Office Complex.

         If Lessee does not deliver such statement to Lessor within such twenty
(20) day period, Lessor and any prospective purchaser or encumbrancer of the
Premises or the Office Complex may conclusively presume and rely upon the
following facts: (i) that the terms and provisions of this Lease have not been
changed except as otherwise represented by Lessor; (ii) that this Lease has not
been canceled or terminated and is in full force and effect, except as otherwise
represented by Lessor; (iii) that the current amounts of the Base Rent and
Security Deposit are as represented by Lessor and that any changes made against
the Security Deposit are uncontested and valid; (iv) that there have been no
subleases or assignments of the Lease; (v) that not more than one month's Base
Rent or other charges have been paid in advance; and (vi) that Lessor is not in
default under the Lease. In such event, Lessee shall be estopped from denying
the truth of such facts.

         SECTION 15.5 NON-DISTURBANCE AGREEMENT. Notwithstanding anything
contained herein to the contrary: prior to the Commencement Date hereof, Lessor
shall deliver to Lessee an agreement executed by the holder of any mortgage lien
against the Office Complex confirming its agreement not to disturb Lessee's
possession of the Premises or to terminate this Lease so long as Lessee is not
in default of this Lease, except as specifically set forth in this Lease (a
"Non-Disturbance Agreement").

                                   ARTICLE 16
                                  MISCELLANEOUS

         SECTION 16.1 TIME IS OF THE ESSENCE. Time is of the essence with
respect to the performance of every provision of this Lease in which time of
performance is a factor.

         SECTION 16.2 MEMORANDUM OF LEASE. No Memorandum of this Lease may be
recorded by Lessee without the prior written consent of Lessor.

         SECTION 16.3 JOINT AND SEVERAL LIABILITY. All parties signing this
Lease as Lessee shall be jointly and severally liable for all obligations of
Lessee.

         SECTION 16.4 BROKER. Lessee represents that Lessee has dealt directly
with and only with Bradford Realty Services of Dallas, Inc. and Jackson &
Cooksey, as broker, in connection with this Lease and that insofar as Lessee
knows, no other broker negotiated or participated in negotiations of this Lease
or submitted or showed the Premises or is entitled to any commission in
connection therewith. Each party shall indemnify and hold the other party
harmless from any claim by a broker or finder claiming a right to a fee or
commission under or through it.


                                    Page 20
<PAGE>

         SECTION 16.5 NOTICES. All notices, demands and requests shall be in
writing, and shall be effectively served by forwarding such notice, demand or
request by certified or registered mail, postage prepaid, or by commercial
overnight courier service addressed as follows:

                  (a)      IF ADDRESSED TO LESSEE:

                           EXE Technologies, Inc.
                           300 Baldwin Tower Boulevard
                           Eddystone, Pennsylvania 19022
                           Attn: Joanie Hadick

                           with a copy to:

                           EXE Technologies, Inc.
                           8787 Stemmons Freeway, Suite ______
                           Dallas, Texas 75247
                           Attn: Raymond Hood


                  (b)      IF ADDRESSED TO LESSOR:

                           BLI-8787, Ltd.
                           8235 Douglas Avenue, Suite 200
                           Dallas, Texas 75225
                           Attn: David A. Lane

                           with a copy to:

                           Andrews & Barth, P.C.
                           8235 Douglas Avenue, Suite 1120
                           Dallas, Texas 75225
                           Attn: Jeffrey W. Harrison

or at such other address as Lessor and Lessee may hereafter designate by written
notice. The effective date of all notices shall be the time of mailing such
notice or the date of delivery to a commercial overnight courier service.

         SECTION 16.6 LESSOR'S AGENT. All rights and remedies of Lessor under
this Lease or that may be provided by law may be executed by Lessor in its own
name individually, or in the name of its agent, and all legal proceedings for
the enforcement of any such rights or remedies, including those set forth in
Article 14, may be commenced and prosecuted to final judgment and execution by
Lessor in its own name or in the name of its agent.

         SECTION 16.7 QUIET POSSESSION. Lessor covenants and agrees that Lessee,
upon paying the Base Rent, Additional Rent and other charges herein provided for
and observing and keeping the covenants, agreements and conditions of this Lease
on its part to be kept and performed, shall lawfully and quietly hold, occupy
and enjoy the Premises during the term of this Lease. If Lessor fails to perform
any of its obligations hereunder within thirty (30) days after written notice
thereof from Lessee or such longer period of time if such default is not capable
of cure within thirty (30) days but Lessor is pursuing a cure, Lessee shall be
entitled, as its sole remedy, in the event that such default is not cured within
the applicable cure period, to take such action as may be required to have been
taken by Lessor under the Lease, in which event Lessor agrees to pay to Lessee
within thirty (30) days after receipt of written notice from Lessee (with
accompanying paid invoices) all reasonable cost and expenses incurred by Lessee
in connection therewith, failing which Lessee shall be entitled to offset such
sums against the Rent next becoming due under the Lease; provided, such offset
shall not exceed more than twenty percent (20%) of monthly Base Rent payable
each month until such offset has been fully recouped. In the event the
expenditure cannot be fully recouped from the next monthly payment of Base Rent
as a result of such limitation, Lessee shall be entitled to recover interest
with respect to each subsequent monthly offset from the date of the expenditure
to the date of offset at a per annum rate equal to the bank prime rate
publicized in the WALL STREET JOURNAL, as the same may change from time to time.

         SECTION 16.8 SUCCESSORS AND ASSIGNS. The covenants and agreements
herein contained shall bind and inure to the benefit of the Lessor, its
successors and assigns, and Lessee and its permitted successors and assigns.


                                    Page 21
<PAGE>

         SECTION 16.9 SEVERABILITY. If any term or provision of this Lease shall
to any extent be held invalid or unenforceable, the remaining terms and
provisions of this Lease shall not be affected thereby, but each term and
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law. This Lease shall be construed and enforced in accordance with
the laws of the state in which the Premises are located.

         SECTION 16.10 NO ABANDONMENT OR WASTE. Lessee covenants not to do or
suffer any waste or damage or disfigurement or injury to the Premises or Office
Complex and Lessee further covenants that it will not vacate or abandon the
Premises during the term of
this Lease.

         SECTION 16.11 TRANSFERS BY LESSOR. The term "Lessor" as used in this
Lease so far as covenants or obligations on the part of Lessor are concerned
shall be limited to mean and include only the owner or owners of the Office
Complex at the time in question, and in the event of any transfer or transfers
or conveyances the then grantor, provided that the grantee expressly assumes the
obligations of Lessor hereunder, shall be automatically freed and released from
all personal liability accruing from and after the date of such transfer or
conveyance as respects the performance of any covenant or obligation on the part
of Lessor contained in this Lease to be performed, it being intended hereby that
the covenants and obligations contained in this Lease on the part of Lessor
shall be binding on the Lessor, its successors and assigns, only during and in
respect to their respective successive periods of ownership.

         In the event of a sale or conveyance by Lessor of the Office Complex or
any part of the Office Complex, the same shall operate to release Lessor from
any future liability upon any of the covenants or conditions herein contained,
provided that the grantee expressly assumes the obligations of Lessor hereunder,
and in such event Lessee agrees to look solely to the responsibility of the
successor in interest of Lessor in and to this Lease. This Lease shall not be
affected by any such sale or conveyance, and Lessee agrees to attorn to the
purchaser or grantee, which shall be personally obligated on this Lease only so
long as it is the owner of Lessor's interest in and to this Lease.

         SECTION 16.12 HEADINGS. The marginal or topical headings of the several
articles and sections are for convenience only and do not define, limit or
construe the contents of said articles and sections.

         SECTION 16.13 WRITTEN AGREEMENT. All preliminary negotiations are
merged into and incorporated in this Lease, except for written collateral
agreements executed contemporaneously herewith.

         SECTION 16.14 MODIFICATIONS OR AMENDMENTS. This Lease can only be
modified or amended by an agreement in writing signed by the parties hereto. No
receipt of money by Lessor from Lessee or any other person after termination of
this Lease or after the service of any notice or after the commencement of any
suit, or after final judgment for possession of the Premises shall reinstate,
continue or extend the term of this Lease or affect any such notice, demand or
suit, or imply consent for any action for which Lessor's consent is required,
unless specifically agreed to in writing by Lessor. Any amounts received by
Lessor after a default may be allocated to any specific amounts due from Lessee
to Lessor as Lessor determines.

         SECTION 16.15 LESSOR CONTROL. Lessor shall have the right to close any
portion of the building area or land area to the extent as may, in Lessor's
reasonable opinion, be necessary to prevent a dedication thereof or the accrual
of any rights to any person or the public therein; provided, however,
notwithstanding anything contained herein to the contrary, if any activity by
Lessor under this Section 16.15 prevents Lessee's access to the Premises or if
same otherwise substantially interferes with Lessee's use of the Premises for a
period of at least thirty (30) days, Lessee shall be entitled to receive an
equitable and proportionate abatement of Base Rent until same has been
corrected. Lessor shall at all times have full control management and direction
of the Office Complex, subject to the rights of Lessee in the Premises, and
Lessor reserves the right at any time and from time to time to reduce, increase,
enclose or otherwise change the size, number and location of buildings, layout
and nature of the Office Complex, to construct additional buildings and
additions to any building, and to create additional rentable areas through use
and/or enclosure of common areas, or otherwise, and to place signs on the Office
Complex, and to change the name, address, number or designation by which the
Office Complex is commonly known. In the event Lessor changes the name or
address of the Office Complex, Lessor shall reimburse to Lessee the reasonable
cost incurred by Lessee for replacing its stationery, letterhead, employees'
business cards and other related items. No implied easements are granted by this
Lease.

         SECTION 16.16 UTILITY EASEMENT. Lessee shall permit Lessor (or its
designees) to erect, use, maintain, replace and repair pipes, cables, conduits,
plumbing, vents, and telephone, electric and other wires or other items, in, to
and through the Premises, as and to the extent that Lessor may now or


                                    Page 22
<PAGE>

hereafter deem necessary or appropriate for the proper operation and maintenance
of the Office Complex, provided that Lessor shall not unreasonably interfere
with Lessee's use and occupancy of the Premises.

         SECTION 16.17 NOT BINDING UNTIL PROPERLY EXECUTED. Employees or agents
of Lessor have no authority to make or agree to make a lease or other agreement
or undertaking in connection herewith. The submission of this document for
examination does not constitute an offer to lease, or a reservation of, or
option for, the Premises. This document becomes effective and binding only upon
the execution and delivery hereof by the proper officers of Lessor and by
Lessee. Lessee confirms that Lessor and its agents have made no representations
or promises with respect to the Premises or the making of or entry into this
Lease except as in this Lease expressly set forth, and agrees that no claim or
liability shall be asserted by Lessee against Lessor for, and Lessor shall not
be liable by reason of, breach of any representations or promises not expressly
stated in this Lease. This Lease, except for the Building Rules and Regulations,
in respect to which Section 16.18 of this Article shall prevail, can be modified
or altered only by agreement in writing between Lessor and Lessee, and no act or
omission of any employee or agent of Lessor shall alter, change or modify any of
the provisions hereof.

         SECTION 16.18 BUILDING RULES AND REGULATIONS. Lessee shall perform,
observe and comply with the Building Rules and Regulations of the Office Complex
as set forth below, with respect to the safety, care and cleanliness of the
Premises and the Office Complex, and the preservation of good order thereon,
and, upon written notice thereof to Lessee, Lessee shall perform, observe, and
comply with any reasonable changes, amendments or additions thereto as from time
to time shall be established and deemed advisable by Lessor for tenants of the
Office Complex. Lessor shall not be liable to Lessee for any failure of any
other tenant or tenants of the Office Complex to comply with such Building Rules
and Regulations; provided, however, Lessor agrees to apply the Building Rules
and Regulations equally to all tenants of the Office Complex.

         SECTION 16.19 COMPLIANCE WITH LAWS AND RECORDED COVENANTS. Lessee shall
not use the Premises or permit anything to be done in or about the Premises
which will, in any way, conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated. Lessee shall, at its sole cost and expense, promptly comply with
all laws, statutes, ordinances and governmental rules and regulations now in
force or which may hereafter be in force, and with the requirements of any fire
insurance underwriters or other similar body now or hereafter constituted
relating to or affecting the condition, use or occupancy of the Premises. Lessee
shall use the Premises and comply with any recorded covenants, conditions, and
restrictions affecting the Premises and the Office Complex as of the
commencement of the Lease or which are recorded during the lease term, provided
same do not prevent Lessee from occupying the Premises in accordance with the
permitted use. Lessor shall deliver the Premises to Lessee in compliance with,
and shall, at its sole cost and expense (but subject to Article 2 hereof), cause
the Office Complex to comply with any and all such laws, statutes, ordinances
and governmental rules and regulations, all such requirements of fire insurance
underwriters, and all such recorded covenants, conditions and restrictions
relating to the structural components, exterior components, common areas and
rentable space (other than the Premises) of the Office Complex; provided,
however, that Lessor shall be responsible for compliance of the exterior and
common areas of the Office Complex and the "core" areas of the Premises,
consisting of elevators, lobbies and restrooms, with the Americans with
Disabilities Act, and Lessee shall be responsible for compliance of the
remainder of the Premises with the Americans with Disabilities Act. In no event
shall Lessee be responsible for making any structural alterations to the
Premises which may be required pursuant to such legal requirements.

         SECTION 16.20 LESSEE OBLIGATIONS SURVIVE TERMINATION. All obligations
of Lessee hereunder not fully performed as of the expiration or earlier
termination of the term of this Lease shall survive the expiration or earlier
termination of the term hereof, including, without limitation, all payment
obligations with respect to Operating Expenses and Real Estate Taxes and all
obligations concerning the condition of the Premises.

         SECTION 16.21 LESSEE'S WAIVER. Lessee agrees to look solely to Lessor's
interest in the Office Complex for the recovery of any judgment from Lessor, it
being agreed that Lessor, or if Lessor is a partnership, its partners whether
general or limited, or if Lessor is a corporation, its directors, officers or
shareholders, shall never be personally liable for any such judgment.

         SECTION 16.22 LESSEE AUTHORIZATION. Lessee shall furnish to Lessor
promptly upon demand, a corporate resolution, proof of due authorization of
partners, or other appropriate documentation reasonably requested by Lessor
evidencing the due authorization of Lessee to enter into this Lease.


                                    Page 23
<PAGE>

         SECTION 16.23 NO PARTNERSHIP OR JOINT VENTURE. This Lease shall not be
deemed or construed to create or establish any relationship or partnership or
joint venture or similar relationship or arrangement between Lessor and Lessee
hereunder.

         SECTION 16.24 LESSEE'S OBLIGATION TO PAY MISCELLANEOUS TAXES. Lessee
shall pay, prior to delinquency, all taxes assessed or levied upon its occupancy
of the Premises, or upon the trade fixtures, furnishings, equipment and all
other personal property of Lessee located in the Premises, and when possible,
Lessee shall cause such trade fixtures, furnishings, equipment and other
personal property to be assessed and billed separately from the property of
Lessor. In the event any or all of Lessee's trade fixtures, furnishings,
equipment or other personal property, or Lessee's occupancy of the Premises,
shall be assessed and taxed with the property of Lessor, Lessee shall pay to
Lessor its share of such taxes within thirty (30) days after delivery to Lessee
by Lessor of a statement in writing setting forth the amount of such taxes
applicable to Lessee's personal property.

         SECTION 16.25 PROHIBITED SIGNS. Subject to SECTION 7.1 hereof, Lessee
shall not place, or permit to be placed or maintained, on any exterior door,
wall or window of the Premises any sign, awning or canopy, or advertising matter
or other thing of any kind, and will not place or maintain any decoration,
lettering or advertising matter on the glass of any window or door, or that can
be seen through the glass, of the Premises except as specifically approved in
writing by Lessor. Lessee further agrees to maintain such sign, awning, canopy,
decoration, lettering, advertising matter or thing as may be approved, in good
condition and repair at all times, reasonable wear and tear and fire excepted.
Lessee agrees at Lessee's sole cost, that any Lessee sign will be maintained in
strict conformance with Lessor's sign criteria, if any, as to design, material,
color, location, size, letter style, and method of installation.

         SECTION 16.26 RENEWAL OPTION. Lessor hereby grants Lessee (but no
assignee or subtenant) two (2) options to renew this Lease, each option to be
for a period of sixty(60) months, for a total of one hundred twenty (120) months
in the event both renewal options are exercised. Each said renewal option shall
be exercised by Lessee notifying Lessor thereof in writing not more than two
hundred seventy (270) and at least two hundred ten (210) days prior to the
expiration of the then current lease or renewal term, as the case may be. In the
event a renewal agreement has not been executed at least one hundred twenty
(120) days prior to the expiration date of the current lease or renewal term,
the option shall automatically become null and void. Each such renewal shall be
subject to all of the terms and conditions of this Lease except that (i) the
rentals payable during each renewal term shall be as set forth below and (ii) no
further renewal option shall exist during the second renewal term. It shall be a
condition to Lessee's exercising any renewal option herein granted that (y)
Lessee not be then in default under this Lease and (z) Lessee shall have
previously exercised the immediately preceding renewal option, if any, so that
the second renewal option may not be exercised if Lessee has failed to exercise
the first renewal option.

         The Base Rent for each renewal term shall be based on not less than 95%
of the then prevailing rental rates for properties of equivalent quality, size,
utility and location in the Dallas/Forth Worth market, with the length of the
lease term and the creditworthiness of the Lessee taken into account; provided,
however, that in no event shall the Base Rent in any renewal period be less than
the Base Rent for the last month immediately preceding said renewal period.

         Upon notification from Lessee of its intent to exercise each renewal
option, Lessor shall, within fifteen (15) days thereafter, notify Lessee in
writing of the Base Rent for the applicable renewal term; Lessee shall, within
fifteen (15) days following receipt of same, notify Lessor in writing of the
acceptance or rejection of the proposed Base Rent. In the event of rejection by
Lessee, Lessee may rescind the exercise of such renewal option by written notice
to Lessor within such fifteen (15) day period for acceptance or rejection. If
Lessee does not so rescind such exercise, the Base Rent for the applicable
renewal term shall be determined as follows:

         (a)      Within fifteen (15) days following notification of rejection,
                  Lessor and Lessee shall each select an arbitrator who shall be
                  a Licensed Texas real estate broker having a minimum of five
                  (5) years experience in leasing office space and being a
                  member of the North Chapter of the Texas Society of Office and
                  Industrial Realtors (or its successor organization). Notice
                  shall be given to the other party of the name of the
                  arbitrator selected. If either Lessor or Lessee fails to
                  appoint such an arbitrator within the allocated time, the
                  arbitrator appointed by the other party shall make the
                  determination of the Base Rent and this determination shall be
                  final and binding on both parties.

         (b)      If both Lessor and Lessee appoint an arbitrator in accordance
                  with the provisions above and the two arbitrators cannot agree
                  upon a Base Rent for the renewal term within thirty (30) days
                  following their appointment, the two arbitrators shall
                  forthwith select a third disinterested and qualified
                  arbitrator having like qualifications and each of the original


                                    Page 24
<PAGE>

                  arbitrators will immediately submit his or her judgment as to
                  the appropriate Base Rent in writing to the third arbitrator.
                  Within ten (10) days after such submittal, the third
                  arbitrator shall make the determination of the Base Rent for
                  such renewal period and the determination of the third
                  arbitrator shall be final and binding on both parties. In the
                  event the two arbitrators appointed by the Lessee and Lessor
                  cannot agree upon a third arbitrator, then the third
                  arbitrator shall be appointed by the then President of the
                  North Chapter of the Texas Society of Office and Industrial
                  Realtors (or its successor organization). The Base Rent agreed
                  to by the two appointed arbitrators or, if applicable, the
                  Base Rent determined by the third arbitrator shall be final
                  and binding upon the parties hereto. Lessor and Lessee shall
                  each bear the expense of their arbitrator and the expense of a
                  third arbitrator, if needed, shall be shared equally by both
                  parties.

         SECTION 16.27 LEASEHOLD IMPROVEMENTS. Lessor and Lessee have agreed to
plans for tenant improvements to the Premises, which plans are attached hereto
as EXHIBIT "D." Subject to completion of such improvements, Lessee accepts the
Premises in the current, "as is" condition. Subject to the terms and conditions
of this SECTION 16.27, the Lessor has provided to Lessee a refurbishment
allowance (the "Allowance") of up to $33.84 per square foot of the Premises
(including $29.84 for tenant improvements, $2.00 for relocation costs, $1.90 for
full construction drawings and $.10 for preliminary drawings) to be utilized
toward the design, construction, refurbishment and remodeling of the Premises
(herein called the "Lessee Finish"). The Allowance has been provided upon of the
following conditions:

         (a)      Lessor must approve all changes to Lessee's plans and
                  specifications respecting the Lessee Finish to be undertaken,
                  which approval shall not be unreasonably withheld, conditioned
                  or delayed and shall be deemed given unless Lessor has
                  disapproved same within twenty (20) days after Lessee delivers
                  same to Lessor.

         (b)      Lessee shall obtain bids from at least three (3) competent
                  contractors for the construction. The Lessor may select one
                  (1) of the contractors to submit bids and shall be allowed to
                  participate in the review of the bids. Following the review of
                  the bids, Lessee shall select the contractor to perform the
                  Lessee Finish based on Lessee's determination as to the most
                  qualified contractor offering the lowest bid, subject to
                  Lessor's approval, which shall not be unreasonably withheld,
                  conditioned or delayed. Lessee shall promptly inform Lessor of
                  the final construction costs for the Lessee Finish. Lessee
                  shall be responsible for the management of the construction
                  and the contractor.

         (c)      The Allowance shall be delivered by Lessor to Lessee
                  incrementally as construction progresses on a percentage
                  completion basis within ten (10) days following receipt of a
                  draw request, invoices and lien waivers therefor (and if
                  required by Lessor, a certificate from the contractor that all
                  work has been completed in accordance with the plans and
                  specifications). The portion of the Allowance attributable to
                  relocation expenses, if not expended for improvements, shall
                  be paid by Lessor to Lessee within the later of (i) thirty
                  (30) days after the Commencement Date; or (ii) thirty (30)
                  days after written notice to Lessor with accompanying invoices
                  substantiating such relocation expenses. If the total cost of
                  the Lessee Finish (including design, demolition and
                  construction costs) exceeds the Allowance, Lessee shall
                  deposit with Lessor the balance of the funds required to
                  complete the Lessee Finish within ten (10) days following
                  Lessor's notice to Lessee of the amount due. Lessee shall not
                  commence any Lessee Finish until Lessee deposits all amounts
                  due. In no event will Lessor be required to expend funds in
                  excess of the Allowance or in excess of the amount allocated
                  to a particular item, and Lessee shall be and remain liable
                  and responsible for the prompt payment of all costs, fees and
                  expenses in excess of the Allowance. Any amounts expended by
                  Lessor in excess of the Allowance shall be payable to Lessor
                  by Lessee upon demand.

         (d)      The costs and fees for the design and space planning relating
                  to the Lessee Finish shall be charged against the Allowance.

         (e)      Prior to beginning any such work, Lessee shall provide Lessor
                  with evidence of builder's "all risk" insurance covering both
                  Lessee and all of Lessee's contractors against third party
                  liability or workers' compensation claims arising out of all
                  construction and associated activities. All policies of
                  insurance shall be subject to Lessor's prior approval, which
                  approval shall not be unreasonably withheld, conditioned or
                  delayed, and shall be endorsed showing Lessor and such agent
                  or agents as Lessor may designate as additional named
                  insureds. The provisions of this paragraph (as well as all
                  rights and remedies available to Landlord as provided in the
                  Lease should Tenant fail to meet its


                                    Page 25
<PAGE>

                  obligations hereunder) shall expressly survive the expiration
                  or earlier termination of the Lease.

         (f)      The Lessee Finish shall be completed in accordance with the
                  plans and specifications approved by Lessor, and Lessee shall
                  provide to Lessor lien waivers and releases, in recordable
                  form, from all contractors, subcontractors and materialmen
                  involved in such construction.

         SECTION 16.28 EXHIBITS. The following are made a part hereof, with the
same force and effect as if specifically set forth herein:

         (a)      Building Rules and Regulations - Exhibit "A."
         (b)      Signage - Exhibit "B."
         (c)      Specifications for Letter of Credit - Exhibit "C."
         (d)      Plans for Lessee Finish - Exhibit "D."

         SECTION 16.29 LANDLORD'S LIEN. Lessor hereby agrees to subordinate any
and all statutory, constitutional and other landlord liens against the assets or
property of Lessee to the lien of Lessee's primary lender financing Lessee's
business operations, and agrees to execute and deliver upon request of Lessee's
lender such reasonable subordination agreement as may be requested to evidence
and/or confirm such subordination.

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

                                   LESSOR:

                                   BLI-8787, LTD.,
                                   a Texas limited partnership

                                   By:  Barnett Lane Investments, Inc.,
                                        a Texas corporation, general partner


                                   By: /s/ David A. Lane
                                       -------------------------------------
                                       David A. Lane, President



                                   LESSEE:

                                   EXE TECHNOLOGIES, INC.,
                                   a Delaware corporation


                                   By: /s/ A.C. Belsky
                                       -------------------------------------
                                   Name: Adam C. Belsky
                                        ------------------------------------
                                   Its: SVP & CFO
                                        ------------------------------------


                                     Page 26

<PAGE>

                                   EXHIBIT "A"
                         BUILDING RULES AND REGULATIONS


         1. Any sign, lettering, picture, notice or advertisement installed on
or in any part of the Premises and visible from the exterior of the Premises,
shall be installed at Lessee's sole cost and expense, and in such manner,
character and style as Lessor may approve in writing, which consent shall not be
unreasonably withheld, conditioned or delayed. In the event of a violation of
the foregoing by Lessee, Lessor may remove the same without any liability and
may charge the expense incurred by such removal to Lessee.

         2. No awning or other projection shall be attached to the outside walls
of the Office Complex. No curtains, blinds, shades or screens visible from the
exterior of the Office Complex or visible from the exterior of the Premises,
shall be attached to or hung in, or used in connection with any window or door
of the Premises without the prior written consent of Lessor. Such curtains,
blinds, shades, screens or other fixtures must be of a quality, type, design and
color, and attached in the manner approved by Lessor.

         3. Lessee, its servants, employees, customers, invitees and guests
shall not obstruct sidewalks, entrances, passages, corridors, vestibules, halls,
elevators, or stairways in and about the Office Complex which are used in common
with other tenants and their servants, employees, customers, guests and
invitees, and which are not a part of the Premises of Lessee. Lessee shall not
place objects against glass partitions or doors or windows which would be
unsightly from the Office Complex corridors or from the exterior of the Office
Complex, or that would interfere with the operation of any device, equipment,
radio, television broadcasting or reception from or within the Office Complex or
elsewhere and shall not place or install any projections, antennas, aerials or
similar devices outside of the Premises or on the Office Complex.

         4. Lessee shall not waste electricity, water or air conditioning and
shall, at no cost to Lessee, cooperate fully with Lessor to insure the most
effective operation of the Office Complex's heating and air conditioning systems
and shall refrain from attempting to adjust any controls other than unlocked
room thermostats, if any, installed for Lessee's use. Lessee shall keep corridor
doors closed.

         5. Lessee assumes full responsibility for protecting its space from
theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed and secured after normal business hours,
subject to Lessor's security obligations hereunder.

         6. No person or contractor not employed by Lessor shall be used to
perform janitorial work, window washing cleaning, maintenance, repair or similar
work in the Premises without the written consent of Lessor, which consent shall
not be unreasonably withheld, conditioned or delayed.

         7. In no event shall Lessee bring into the Office Complex inflammables,
such as gasoline, kerosene, naphtha and benzine, or explosives or any other
article of intrinsically dangerous nature. If, by reason of the failure of
Lessee to comply with the provisions of this paragraph, any insurance premium
for all or any part of the Office Complex shall at any time be increased, Lessee
shall make immediate payment of the whole of the increased insurance premium,
without waiver of any of Lessor's other rights at law or in equity for Lessee's
breach of this Lease.

         8. Lessee shall comply with all applicable federal, state and municipal
laws, ordinances and regulations, and building rules and shall not directly or
indirectly make any use of the Premises which may be prohibited by any of the
foregoing or which may be dangerous to persons or property or may increase the
cost of insurance or require additional insurance coverage.

         9. Lessor shall have the right to prohibit any advertising by Lessee
which in Lessor's reasonable opinion tends to impair the reputation of the
Office Complex or its desirability as an office complex for office use, and upon
written notice from Lessor, Lessee shall refrain from or discontinue such
advertising.

         10. The Premises shall not be used for cooking (except for the use of
ordinary office coffee makers and microwave ovens in kitchen areas), lodging,
sleeping or for any immoral or illegal purpose.

         11. Lessee and Lessee's servants, employees, agents, visitors and
licensees shall observe faithfully and comply strictly with the foregoing rules
and regulations and such other and further appropriate rules and regulations as
Lessor or Lessor's agent may from time to time adopt. Reasonable notice of any
additional rules and regulations shall be given in such manner as Lessor may
reasonably elect.

<PAGE>

         12. Unless expressly permitted by the Lessor, no additional locks or
similar devices shall be attached to any door or window and no keys other than
those provided by the Lessor shall be made for any door. If more than two keys
for one lock are desired by the Lessee, the Lessor may provide the same upon
payment by the Lessee. Upon termination of this Lease or of the Lessee's
possession, the Lessee shall surrender all keys of the Premises and shall
explain to the Lessor all combination locks on safes, cabinets and vaults.

         13. Any carpeting cemented down by Lessee shall be installed with a
releasable adhesive. In the event of a violation of the foregoing by Lessee,
Lessor may charge the expense incurred by such removal to Lessee.

         14. The water and wash closets, drinking fountains and other plumbing
fixtures shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, coffee grounds or other substances
shall be thrown therein. All damages resulting from any misuse of the fixtures
shall be borne by the Lessee who, or those servants, employees, agents, visitors
or licensees, shall have caused the same. No person shall waste water by
interfering or tampering with the faucets or otherwise.

         15. No electrical circuits for any purpose shall be brought into the
leased premises without Lessor's written permission, which permission shall not
be unreasonably withheld, conditioned or delayed, specifying the manner in which
same may be done.

         16. No bicycle or other vehicle, and no dog or other animal shall be
allowed in offices, halls, corridors, or elsewhere in the building.

         17. Lessee shall not throw anything out of the door or windows, or down
any passageways or elevator shafts.

         18. All loading, unloading, receiving or delivery of goods, supplies or
disposal of garbage or refuse shall be made only through entryways and freight
elevators provided for such purposes and indicated by Lessor. Lessee shall be
responsible for any damage to the building or property of its employees or
others and injuries sustained by any person whomsoever resulting from the use or
moving of such articles in or out of the leased premises, and shall make all
repairs and improvements required by governmental authorities in connection with
the use or moving of such articles.

         19. All safes, equipment or other heavy articles shall be carried in or
out of the Premises only at such time and in such manner as shall be prescribed
in writing by Lessor, and Lessor shall in all cases have the right to specify
the proper position of any such safe, equipment or other heavy article, which
shall only be used by Lessee in a manner which will not interfere with or cause
damage to the leased premises or the building in which they are located, or to
the other tenants or occupants of said building. Lessee shall be responsible for
any damage to the building or the property of its employees or others and
injuries sustained by any person whomsoever resulting from the use or moving of
such articles in or out of the leased premises, and shall make all repairs and
improvements required by governmental authorities in connection with the use or
moving of such articles.

         20. Canvassing, soliciting, and peddling in the building is prohibited
and each Lessee shall cooperate to prevent the same.

         21. Vending machines shall not be installed without permission of the
Lessor, which permission shall not be unreasonably withheld, conditioned or
delayed.

         22. Wherever in these Building Rules and Regulations the word "Lessee"
occurs, it is understood and agreed that it shall mean Lessee's associates,
agents, clerks, servants and visitors. Wherever the word "Lessor" occurs, it is
understood and agreed that it shall mean Lessor's assigns, agents, clerks,
servants and visitors.

         23. Lessor shall have the right to enter upon the leased premises at
all reasonable hours for the purpose of inspecting the same following notice
thereof to Lessee as provided in the Lease (except that in the case of
emergencies no notice shall be required), provided that Lessor shall not
unreasonably interfere with Lessee's use and occupancy of the Leased Premises.

         24. Lessor shall have the right to enter the leased premises at hours
convenient to the Lessee for the purpose of exhibiting the same to prospective
tenants within the 60-day period prior to the expiration of this Lease following
notice thereof to Lessee as provided in the Lease, and may place signs
advertising the leased premises for rent on the windows and doors of said
Premises at any time within said 60-day period, provided that Lessor shall not
unreasonably interfere with Lessee's use and occupancy of the Leased Premises.

<PAGE>

         25. Lessees, its servants, employees, customers, invitees and guests
shall, when using the common parking facilities, if any, in and around the
building, observe and obey all signs regarding fire lanes and no parking zones,
and when parking always park between the designated lines. Lessor reserves the
right to tow away, at the expense of the owner, any vehicle which is improperly
parked in a no parking zone. All vehicles shall be parked at the sole risk of
the owner, and Lessor assumes no responsibility for any damage to or loss of
vehicles.

         26. At all times the Office Complex shall be in charge of Lessor's
employee in charge and (a) persons may enter the Office Complex only in
accordance with Lessor's regulations, (b) persons entering or departing from the
Office Complex may be questioned as to their business in the Office Complex, and
the right is reserved to require the use of an identification card or other
access device and the registering of such persons as to the hour of entry and
departure, nature of visit, and other information deemed necessary for the
protection of the Office Complex, and (c) all entries into and departures from
the Office Complex will take place through such one or more entrances as Lessor
shall from time to time designate. Lessor will normally not enforce clauses (a),
(b) and (c) above from 7:00 a.m. to 6:00 p.m., Monday through Friday, and from
8:00 a.m. to 1:00 p.m. on Saturdays, but it reserves the right to do so or not
to do so at any time at its sole discretion. In case of invasion, mob, riot,
public excitement, or other commotion, Lessor reserves the right to prevent
access to the Office Complex during the continuance of the same by closing the
doors or otherwise, for the safety of the tenants or the protection of the
Office Complex and the property therein. Lessor shall in no case be liable for
damages for any error or other action taken with regard to the admission to or
exclusion from the Office Complex of any person.

         27. All entrance doors to the Premises shall be locked when the
Premises are not in use. All corridor doors shall also be closed during times
when the air conditioning equipment in the Office Complex is operating so as not
to dissipate the effectiveness of the system or place an overload thereon.

         28. Lessor reserves the right at any time and from time to time to
rescind, alter or waive, in whole or in part, any of these Rules and Regulations
when it is deemed necessary, desirable, or proper, in Lessor's judgment, for its
best interest or for the best interest of the tenants of the Office Complex,
provided that such change shall affect all leases of the Office Complex.

<PAGE>

                                   EXHIBIT "B"
                                     SIGNAGE

Exterior Building Signage:

Option One - Fiber-optic outline illuminated Cube EXE Cube to be fabricated from
1/8" stainless steel with .090" returns. Color/Finish to be determined. Height
to be approximately 9', and width to be approximately 9'. Cube to be
outline-illuminated with 5/8" diameter sideglow fiber-optic cable with
remote/accessible metal halide HID light source. Sign to be pin-mounted from
building facade with 4" steel standoffs and approved fasteners.

Option Two - Illuminated channel letter Cube EXE Cube to be fabricated as
channel letter from 1/8" stainless steel with .090" returns. Height to be
approximately 9', and width to be approximately 9'. Illuminated 1/4" thick white
lexan letterfaces to be internally lit with either neon or fiber-optic source as
described above. Sign to be pin mounted from building facade with 4" steel
standoff and approved fasteners.

Option Three- Backlit stainless steel EXE Cube EXE Cube to be fabricated as
channel letters from 1/8" stainless steel with .090 returns. Height to be
approximately 9', and width to be approximately 9'. Gold finish to match window
color. Cube to be silhouette-illuminated with 60Ma/15mm white neon with
remote/accessible ballast. Sign to be pin-mounted from building facade with 4"
steel standoffs and approved fasteners.

Building Entrance Signage:

EXE Technologies signage (at front and back Tower building entries) EXE Cube and
EXE Technologies letterforms to be fabricated as channel letters (Cube
approximately 3' by 3'. Letterforms approximately 10" high x 1-1/2" thick) from
1/8" stainless steel with .090" returns. Color/finish to be determined. Cube and
Letterforms to be silhouette-illuminated with 60Ma/15mm white neon with
remote/accessible ballasts. Sign to be pin-mounted from building facade with
steel standoffs an approved fasteners.

Attachment:  Logo

<PAGE>

                                   EXHIBIT "C"

                       SPECIFICATIONS FOR LETTER OF CREDIT


AMOUNT:                $580,505.96

EXPIRATION:            The earlier of one of the following:

                       - 5 Years after the commencement date
                         or
                       - Initial public offering of securities by
                         Lessee
                         or
                       - Lessee's net worth, determined in
                         accordance with GENERALLY ACCEPTED
                         ACCOUNTING PRINCIPLES consistently
                         applied, increases by an amount equal to
                         or greater than ten million dollars form
                         that shown on Lessee's audited financial
                         statements dated December 31, 1997 and for
                         the year then ended.

<PAGE>

                                 AMENDMENT NO. 1
                                       TO
                                  OFFICE LEASE

THIS AMENDMENT dated this 22nd day of February 2000, between BLI-8787, LTD, a
Texas limited partnership with offices at 8235 Douglas Avenue, Suite 770,
Dallas, Texas 75225 ("Lessor"), and EXE Technologies, Inc., a Delaware
corporation with offices at 8787 Stemmons Freeway, Dallas, Texas 75247 ("Lessee"
and, together with Lessor, the "Parties").

WITNESSETH, that the Parties have entered into an Office Lease dated May 18,
1999 (the "Lease"), relating to certain office space in the buildings located at
8787 and 8777 Stemmons Freeway, Dallas, Texas (the "Premises"). The Parties
desire to amend the Lease.

NOW THEREFORE, intending to be legally bound, the parties agree as follows:

1.   Capitalized terms not defined herein shall have the meanings ascribed to
     them in the Lease.

2.   Section 3.3 and Exhibit "C" of the Lease are hereby deleted from the Lease
     in their entirety.

3.   Section 2.2(d) of the Lease is hereby amended as follows (deletions
     strikeout, additions UNDERLINE):

                  "...and such other expenses as may be ordinarily incurred in
                  the operation and maintenance of an office complex and not
                  specifically set forth herein, including reasonable management
                  fees FOR OFF-SITE MANAGEMENT SERVICES, and EXCLUDING, HOWEVER,
                  costs of a building office at the Office Complex, including
                  AND the compensation of an on-site building manager...."

4.   A new Section 5.1(i) is hereby added to the Lease as follows:

                  "(i) OTHER. Lessor shall not be responsible for the matters
                  for which Lessee is responsible under Section 5.5. Lessor
                  shall, however, without limiting the generality of the other
                  provisions of this Section 5.1, be responsible for the
                  following: (1) service contract for HVAC equipment; (2)
                  landscaping contract for the Premises; (3) replacement (with
                  aluminum, if available at a cost not greater than brass) of
                  brass door frame covers on elevator cabs in Office Tower I
                  (8787); (4) immediate investigation of, determination of the
                  causes of, and implementation of corrective measures for
                  elevator malfunctions that have occurred at or before the date
                  of this Amendment, continuing vigilance to ensure proper

<PAGE>

                  function of elevators as provided herein, and prompt response
                  to incidents of elevator malfunction; (5) immediate
                  investigation of, determination of the causes of, and
                  implementation of corrective measures for elevator and
                  security card system malfunctions that have occurred at or
                  before the date of this Amendment, continuing vigilance to
                  ensure proper function of elevator and security card systems
                  as provided herein, and prompt response to incidents of
                  elevator or security card system malfunction; (6) contribution
                  of $2,500 per month (in the form of a deduction from Base
                  Rent) toward the cost of Lessee's administrative assistant as
                  set forth in Section 5.5; and (7) on-site direction and
                  supervision of all persons other than Lessee that have access
                  to or facilities mounted on the roofs of the buildings. If
                  Lessor shall fail to provide any of the services set forth in
                  this Section 5.1 and such failure shall continue for a period
                  of thirty (30) days, or such shorter period as may be
                  reasonable in emergency situations, after written notice from
                  Lessee, then Lessee may provide such services and deduct the
                  actual and reasonable cost thereof from Base Rent (provided,
                  Lessor shall, except in the case of emergency, have the prior
                  right to approve, in its reasonable discretion, a vendor or
                  contractor hired by Lessee, and the actual cost of such
                  service shall constitute an Operating Expense under the Lease,
                  except to the extent that such cost duplicates another
                  Operating Expense or is increased due to the emergency nature
                  of the service).

5.   A new Section 5.5 is hereby added to the Lease as follows:

                  SECTION 5.5 SERVICES PROVIDED BY LESSEE.  Lessee shall provide
                  the following supervisory services:

                  (a) ON-SITE MAINTENANCE SUPERVISOR AND ASSISTANT. Lessee shall
                  employ (at Lessee's expense, subject to Lessor's contribution
                  pursuant to Section 5.1(i)(6)) a full-time on-site maintenance
                  supervisor and administrative assistant, who shall occupy the
                  building management office on the Premises at no cost or
                  additional rent to Lessee. Said management office shall not
                  constitute part of the Premises, but the contents thereof
                  (excluding office furniture, telephone, facsimile, stand-alone
                  personal computer and proprietary property files, but
                  including, without limitation, all of Lessee's documents,
                  files and other information) shall be the property of Lessee,
                  subject to inspection by Lessor at reasonable times and in a
                  reasonable manner, upon reasonable notice.

<PAGE>

                  (b) WEEKLY MEETINGS. Lessee's maintenance supervisor and his
                  or her administrative assistant shall conduct a meeting with
                  all maintenance employees for the Premises, at 9:00 a.m.
                  prevailing time, every Monday (or the next business day, if
                  Monday is not a business day), for the purpose of discussing
                  all activity for the previous week and activity for the
                  upcoming week. Lessor's off-site building manager shall
                  attend, and representatives of the managements of Lessor and
                  Lessee may attend, such meetings. Lessee's maintenance
                  supervisor's administrative assistant shall keep minutes of
                  such meetings and distribute such minutes to all attendees by
                  hand or facsimile on the business day preceding the next
                  meeting.

                  (c) CLEANING. Lessee's maintenance supervisor shall (1) be
                  responsible for the daily supervision of the cleaning company
                  engaged by Lessor, (2) have authority to call the cleaning
                  company and report tasks that have not been completed
                  according to the cleaning contract, and (3) have authority to
                  direct and demand performance by the cleaning company.
                  Complaints regarding cleaning will be discussed at the weekly
                  meetings.

                  (d) GROUNDS MAINTENANCE. Lessee's maintenance supervisor shall
                  (1) be responsible for the daily supervision of Lessor's
                  on-site employees and contractors that perform daily upkeep
                  and maintenance of the outside common areas including, without
                  limitation, trash pickup and blowing, (2) have authority to
                  direct and demand performance of such upkeep and maintenance.
                  Complaints regarding grounds maintenance will be discussed at
                  the weekly meetings.

                  (e) BUILDING MAINTENANCE. Lessee's maintenance supervisor
                  shall (1) be responsible for the daily supervision of Lessor's
                  on-site employees and contractors that perform minor daily
                  maintenance of the buildings including, without limitation,
                  cleaning, light bulb placement and replacement, and
                  replacement of broken electrical outlets; (2) have authority
                  to direct and demand performance of such maintenance.
                  Complaints regarding building maintenance will be discussed at
                  the weekly meetings.

                  (f) HVAC. Lessee's maintenance supervisor shall have authority
                  to direct and demand performance by Lessor's on-site employees
                  and independent contractors to remedy "hot and cold" calls for
                  HVAC adjustments and service. Complaints regarding HVAC will
                  be discussed at the weekly meetings.

<PAGE>

                  (g) VENDORS. Lessee's maintenance supervisor shall have
                  authority to call each of Lessor's vendors that provides
                  on-site goods or services (including, without limitation, the
                  elevator company) and report malfunctions and tasks that have
                  not been completed according to the vendor's contract. Lessor
                  shall provide Lessee with true, correct and complete copies of
                  all such vendor's contracts, and all amendments thereto. If
                  Lessee is not satisfied, in its reasonable discretion, with
                  the charges or quality of service of any such vendor, or if
                  any such vendor's service is not consistent with the standard
                  of quality of the Premises and other office buildings of
                  similar size, use and location (the "Standard of Quality"),
                  then Lessor shall, within a reasonable time, subject to the
                  terms of the applicable contract, terminate such vendor's
                  contract and procure a substitute vendor by competitive
                  bidding. Lessor shall consult with Lessee throughout the
                  competitive bidding process and shall comply with all
                  reasonable requests of Lessee regarding such process, and
                  shall ensure that such substitute vendor can satisfy the
                  Standard of Quality.

                  The cost of the supervisory services provided by Lessee and
                  its on-site maintenance supervisor and administrative
                  assistant in subsections (a)-(g) of this Section 5.5 shall not
                  be recoverable by Lessor as operating expenses, additional
                  rent or otherwise; provided any costs incurred under or in
                  connection with any vendor's contracts procured pursuant to
                  this subsection (g) of Section 5.5 shall be an Operating
                  Expense pursuant to the terms of the Lease, except to the
                  extent that any such cost duplicates another Operating
                  Expense, is increased due to the emergency nature of the
                  service provided by the substitute vendor, or is a termination
                  fee for the terminated vendor's contract).

6.   Except as expressly modified hereby, all terms and conditions of the Lease
     are ratified and confirmed.


<PAGE>


IN WITNESS WHEREOF, the parties have executed this Amendment the day and year
first above written.

BLI-8787, LTD.

By: Stemmons Tower GP, Inc.
a Texas Corporation, general partner


By:  /S/ DAVID A. LANE
   -------------------------------
Name:
Title:

EXE TECHNOLOGIES, INC.


By:  /S/ MICHAEL BURSTEIN
    ------------------------------
Name:  MICHAEL BURSTEIN
Title:  CFO