THE CRESCENT AT PRIMERA, BUILDING FOUR
                         LEASE SUMMARY

LEASE DATE:    May 17, 1999

LANDLORD: Crescent Resources, Inc., a South Carolina corporation

NOTICE:                 Post  Office Box 1003 [zip code  28201-1003]
                        (If delivered by mail)
ADDRESS OF LANDLORD     400  South Tryon Street, Suite  1300
                        [zip  code 28202] (If personally delivery or
                                           overnight service or telegram)
                        Charlotte, North Carolina
               Attention: Regional Vice PresidentTelephone: (704) 382-8009
                                                Facsimile:  (704) 382-6385

COPY TO:       Crescent Resources, Inc.
               605 Crescent Executive Court, Suite 112
               Lake Mary, Florida 32746
               Attention:  Property Manager   Telephone: (407)804-1200
                                              Facsimile: (407)804-1222

COPY TO:       Pohl & Short, P.A.
               280 West Canton Avenue, Suite 410
               Winter Park, Florida  32789
               Attention:  John R. Simpson, Jr., Esquire
                                              Telephone: (407)647-7645
                                              Facsimile: (407)647-2314

TENANT:        Bairnco Corporation, a Delaware corporation

NOTICE         Bairnco Corporation
ADDRESS OF     2251 Lucien Way, Suite 300
TENANT:        Maitland, Florida  32751

               Attention:      James W. Lambert,Telephone: (407) 875-2222
                                                Facsimile: (407) 875-3398

COPY TO:       Holland & Knight, LLP
               Two South Orange Avenue
               Orlando, Florida 32801
               Attn:  Christopher Brockman, EsquireTelephone: (407) 244-1100
                                                Facsimile:  (407) 244-5288

BUILDING:                        Office  building  known  as  The
               Crescent at Primera, Building Four, located on the
               Land  (at  300  Primera  Boulevard  ,  Lake  Mary,
               Florida).

LAND:                           That  certain tract or parcel  of
               land  located in Lake Mary, Florida, and described
               on  Exhibit  A  attached hereto  and  incorporated
               herein by reference.

PREMISES:                       Suite 432 on the fourth floor  of
               the  Building, as more particularly  described  on
               Exhibit B attached hereto and incorporated  herein
               by  reference.  The Premises Net Rentable Area and
               the  Premises Net Usable Area described below  are
               estimates.   Upon  completion of the  final  space
               plan  for  the Premises, the actual Rentable  Area
               and  Usable Area shall be calculated in accordance
               with  the  measurement method promulgated  by  the
               Building  Owners  and Managers Association  (BOMA)
               based  upon  a  common  area  factor  of  thirteen
               percent (13%).  The Premises Net Rentable Area and
               the  Premises  Net  Usable  Area  shall  then   be
               adjusted  and determined in accordance  with  such
               calculations  and  all other  provisions  of  this
               Lease  which  are  based  upon  the  Premises  Net
               Rentable  Area  or the Premises  Net  Usable  Area
               shall  likewise be adjusted.  Landlord and  Tenant
               shall  execute  an  amendment  to  this  Lease  to
               evidence all such adjustments.

PREMISES NET
RENTABLE
AREA:                           11,241 square feet located on the
               fourth   floor   in  the  Building,   subject   to
               adjustment as described above.

PREMISES NET
USABLE AREA:   9,948  square feet located on the fourth floor  in
               the  Building, subject to adjustment as  described
               above.

BUILDING NET
RENTABLE AREA:  121,467 square feet, measured in accordance  with
BOMA standards.

LEASE TERM:    Ten  (10)  years,  beginning on  the  Commencement
               Date.  Provided, however, if the Commencement Date
               is  any day other than the first day of a calendar
               month,   the   Lease   Term  shall   be   extended
               automatically until midnight on the  last  day  of
               the   calendar  month  in  which  the  Lease  Term
               otherwise would expire.

COMMENCEMENT
DATE:                          August 15, 1999.

BASE RENTAL:   Period          Annual Rent per         Monthly Rent*
                                       Rentable Square Foot

               Year One           $19.25              $18,032.44
               Year Two           $19.65              $18,407.14
               Year Three         $20.06              $18,791.21
               Year Four          $20.48              $19,184.64
               Year Five          $20.91              $19,587.44
               Year Six           $21.36              $20,008.98
               Year Seven         $21.82              $20,439.89
               Year Eight         $22.30              $20,889.53
               Year Nine          $22.78              $21,339.17
               Year Ten           $23.29              $21,816.91

                                      *   - Monthly Rent shall be
               adjusted  upon final measurement of  the  Premises
               Net Rentable Area and evidenced by an amendment to
               this Lease.

RENT
CONCESSION:    Tenant  shall  be  entitled to a  Rent  Concession
               which is equal to the Base Rental payable for  the
               first  four  months of the Lease  Term.   Landlord
               shall provide such Rent Concession by waiving Base
               Rental  for  the first four months  of  the  Lease
               Term.    Accordingly,  the  Advance  Base   Rental
               payment  shall be applied to the rent due for  the
               fifth month of the Lease Term.

BASIC COSTS
EXPENSE STOP:  Shall  mean  the Basic Costs paid or  incurred  by
               Landlord during calendar year 1999, grossed up  to
               reflect  occupancy of 95% of the rentable area  in
               the  Building  for  the  entire  year.   Provided,
               however,  that  the component of the  Basic  Costs
               Expense  Stop  for  real  estate  taxes  for   the
               Building shall be $1.70 multiplied by the Building
               Net  Rentable Area regardless of the  actual  real
               estate taxes for calendar year 1999.  Accordingly,
               no  payment shall be due from Tenant for increases
               in  Basic Costs until calendar year 2000, at which
               time  Tenant  shall pay Landlord for increases  in
               Basic  Costs as described in Paragraph 7  of  this
               Lease.   Tenant  acknowledges  that  the  Premises
               Electrical Expense Stop is 60 cents per rentable square
               foot per year and that Tenant is obligated to  pay
               electrical   expenses   exceeding   the   Premises
               Electrical  Expense Stop pursuant to Paragraph  13
               of   this  Lease.   For  purposes  of  calculating
               Tenant's payment of excess Basic Costs as provided
               in   Paragraph  7  of  this  Lease,  annual  total
               increases   in  "Controllable  Basic  Costs"   (as
               defined   below)  for  calendar  years  2000   and
               thereafter shall be limited to eight percent  (8%)
               of  the  prior  year's Controllable  Basic  Costs.
               "Controllable  Basic Costs" shall mean  the  costs
               incurred  by  Landlord for janitorial service  and
               supplies,    common    area    maintenance     and
               administrative services.  For purposes of applying
               and   calculating  this  limitation,  Controllable
               Basic Costs shall be grossed up, if necessary,  to
               reflect occupancy of 95% of the rentable space  in
               the  Building.   This limitation on  increases  in
               Controllable  Basic Costs shall  apply  to  annual
               increase of total Controllable Basic Costs, not to
               any single component or item of Controllable Basic
               Costs.

PREMISES
ELECTRICAL
EXPENSE STOP:  Sixty  cents (60 cents) multiplied by the Premises  Net
               Rentable Area, per year.

ADVANCE
BASE RENTAL
PAYMENT:                         Nineteen  Thousand  Two  Hundred
               Ninety-Four   and  71/100  Dollars   ($19,294.71),
               including 7% sales tax, payable upon occupancy  of
               the Premises.

SECURITY
DEPOSIT:       Not Applicable.

TENANT
IMPROVEMENTS
ALLOWANCE:     Shall  be $20.00 per rentable square foot  of  the
               Premises   for   space  planning,   architectural,
               mechanical  and  construction  drawings  and  hard
               construction   costs.   The  Tenant   Improvements
               Allowance  shall be applied and paid as  described
               in Paragraph 9 of this Lease.

BROKER:        The Welsh Company (Agent: Greg Morrison)

The   foregoing   summary  (the  "Lease   Summary")   is   hereby
incorporated into and made a part of the Lease Agreement.  In the
event,  however,  of a conflict between the terms  of  the  Lease
Summary  and  the terms of the Lease Agreement, the latter  shall
control.

Initial: RJH (For Landlord)
Initial: JWL (For Tenant)
                       TABLE OF CONTENTS


PARAGRAPH      DESCRIPTION                                   PAGE

 1.            Definitions                                      1

 2.            Lease Grant                                      3

 3.            Lease Term                                       4

 4.            Use                                              5

 5.            Base Rental                                      5

 6.            Adjustments to Base Rental                       6

 7.            Adjustments for Increase in Basic Costs          6

 8.            Services to Be Furnished by Landlord             7

 9.            Construction of Improvements                    10

10.            Maintenance and Repair by Landlord              10

11.            Maintenance and Repair by Tenant                11

12.            Alterations by Tenant                           12

13.            Use of Electrical Services by Tenant            12

14.            Graphics and Signage                            13

15.            Parking                                         13

16.            Compliance with Laws                            14

17.            Building Rules                                  14

18.            Entry by Landlord                               15

19.            Assignment and Subletting                       15

20.            Liens                                           17

21.            Property Insurance                              17

22.            Liability Insurance                             18

23.            Indemnities                                     18

24.            Waiver and Waiver of Subrogation Rights         18

25.            Casualty Damage                                 19

26.            Condemnation                                    19

27.            Damages from Certain Causes                     20

28.            Events of Default/Remedies                      20

29.            Security Deposit                                22

30.            Peaceful Enjoyment                              22

31.            Holding Over                                    22

32.            Subordination to Mortgage                       23

33.            Estoppel Certificate                            23

34.            Attorneys' Fees                                 23

35.            No Implied Waiver                               24

36.            Personal Liability                              24

37.            Notices                                         24

38.            Severability                                    25

39.            Recordation                                     25

40.            Governing Law                                   25

41.            Force Majeure                                   25

42.            Time of Performance                             26

43.            Transfers by Landlord                           26

44.            Commissions                                     26

45.            Effect of Delivery of this Lease                26

46.            Real Estate Investment Trust                    26

47.            Hazardous Materials                             27

48.            Landlord's Right of Relocation                  27

49.            Evidence of Authority                           27

50.            Survival of Obligations                         28

51.            Confidentiality                                 28

52.            Contractual Landlord's Lien                     28

53.            Rent a Separate Covenant                        28

54.            Radon                                           28

55.            Miscellaneous Provisions                        28

56.            Special Stipulations                            29

57.            Waiver of Jury Trial                            29


EXHIBITS

  A            Description of Land
  B            Designation of Premises
  C            Construction of Improvements
  D            Cleaning and Janitorial Services
  E            Rules and Regulations
  F            Special Stipulations - Not Applicable.
  G            Guaranty of Lease - Not Applicable.
  H            Commencement Date Stipulation
    I              Preliminary  Tenant  Improvements  Plans   and
Specifications

                        LEASE AGREEMENT


     THIS LEASE AGREEMENT (this "Lease") is made and entered into
on the date and between the Landlord and Tenant identified in the
Lease Summary.


                          WITNESSETH:


     1.   Definitions.

Capitalized  terms  appearing  in  this  Lease,  unless   defined
elsewhere in this Lease or in the Lease Summary, shall have these
definitions:

      (a)   "Additional  Rent" shall mean all sums  of  money  in
addition to Base Rental which shall become due from Tenant  under
this Lease, including, without limitation, Tenant's Proportionate
Share  of Basic Costs in excess of the Basic Costs Expense  Stop,
as set forth in Paragraph 7 herein.

     (b)  "Adjustment Date" is not applicable.

      (c)   "Advance Base Rental Payment" shall have the  meaning
set forth in the Lease Summary.

     (d)  "Base Rental" during the Lease Term shall be the amount
so  designated  in  the Lease Summary, as same  may  be  adjusted
pursuant  to  the terms of this Lease, together  with  all  taxes
(excise,  sales,  use  or  other)  levied  or  assessed  by   any
governmental entity on Base Rental, Additional Rent or any  other
sums payable by Tenant under this Lease.

      (e)   "Basic  Costs" shall mean and include:  all  expenses
relating to the Building and the Building Exterior Common  Areas,
including  all  costs  of operation, maintenance  and  management
thereof  and  assessments for public betterments or improvements,
any  and  all  assessments or charges that  are  charged  by  any
property  owners association applicable to the Land,  ad  valorem
real  estate taxes and any other tax on real estate as  such,  ad
valorem taxes on furniture, fixtures, equipment or other property
used  in connection with the operation, maintenance or management
of  the  Building and the Building Exterior Common Areas and  the
costs, including, without limitation, legal and consulting  fees,
of contesting or attempting to reduce any of the aforesaid taxes,
reasonable  amortization  of  capital  improvements   which   are
required  by applicable law or which will improve the  efficiency
of  operating, managing or maintaining the Building or which will
reduce  Basic Costs or the rate of increase thereof, the cost  of
labor, materials, repairs, insurance, utilities and services  and
such  other  expenses with respect to the operation,  maintenance
and  management of the Building and the Building Exterior  Common
Areas, all of which expenses shall be incurred or paid by  or  on
behalf  of  Landlord  or  are properly chargeable  to  Landlord's
operating   expenses   in  accordance  with  generally   accepted
accounting  principles  as applied to the operation,  maintenance
and management of a first class office building.

      Notwithstanding the foregoing, it is agreed that the  Basic
Costs  shall  not include: any leasing or marketing or  brokerage
costs,  fees,  or  commissions; any cost of upfitting  space  for
occupancy  by tenants; any amortization of principal or  interest
on account of any indebtedness; any legal expenses arising out of
any  misconduct or negligence of Landlord or any person for which
Landlord  is  responsible or arising out of dealings between  any
principals  constituting Landlord or arising out of any  leasing,
sale  or  financing of the Building or the Land or  any  part  of
either  of  them;  or, except as expressly permitted  above,  any
amortization or depreciation.

      (f)   "Basic  Costs Expense Stop" shall be  the  amount  so
designated in the Lease Summary.

     (g)  "Broker" shall be the party or parties so designated in
the Lease Summary.

      (h)   "Building" shall have the meaning set  forth  in  the
Lease Summary.

      (i)   "Building Exterior Common Areas" shall mean  (A)  the
exterior  of  the Building and all of the improvements  and  real
property on the Land, including, without limitation, all  parking
areas,  enclosed or otherwise, and all streets, sidewalks,  signs
and  landscaped areas located on or within the Land; and (B)  all
signs  and  landscaped  areas  located  in  public  rights-of-way
directly  contiguous  to the Land if and to the  extent  Landlord
maintains such signs and landscaped areas from time to time.

     (j)  "Building Net Rentable Area" shall have the meaning set
forth in the Lease Summary.

      (k)   "Building Shell Improvements" shall mean the Building
improvements  constructed or to be constructed  by  Landlord,  at
Landlord's sole cost and expense and without applying any of  the
Tenant  Improvements Allowance. The Building  Shell  Improvements
are  more particularly described in Exhibit C attached hereto and
incorporated herein by reference.

      (l)  "Commencement Date" shall mean that date set forth  in
the  Lease  Summary,  as  same may be adjusted  pursuant  to  the
provisions of Paragraph 3 herein.

      (m)   "Common  Areas"  shall mean those  areas  within  the
Building   devoted  to  corridors,  elevator  foyers,  restrooms,
mechanical  rooms, janitorial closets, electrical  and  telephone
closets, vending areas and other similar facilities provided  for
the common use or benefit of tenants generally and/or the public,
including  any  columns and/or projections  located  within  said
areas.

      (n)   "Premises  Electrical Expense Stop"  shall  have  the
meaning  set forth in the Lease Summary. The Premises  Electrical
Expense Stop covers the annual cost of electricity to be supplied
to  the Premises (i) to operate lights and light fixture therein,
(ii)  to  operate  equipment and fixtures that are  connected  to
electrical  outlets therein and (iii) to operate any HVAC  system
or  unit  that  exclusively serves the Premises (or  any  portion
thereof).

     (o)  Intentionally deleted.

      (p)   "Force  Majeure Matters" is defined in  Paragraph  41
herein.

      (q)   "Land"  shall mean the real property upon  which  the
Building is situated as more particularly described on Exhibit  A
hereto.

      (r)  "Lease Term" shall mean the term of this Lease as  set
forth in the Lease Summary.

      (s)   "Premises" shall have the meaning set  forth  in  the
Lease Summary.

     (t)  "Premises Net Rentable Area" shall have the meaning set
forth in the Lease Summary.

      (u)  "Premises Net Usable Area" shall have the meaning  set
forth in the Lease Summary.

     (v)  "Tenant Improvements" shall mean the improvements to be
constructed  and installed in the Premises (beyond  the  Building
Shell  Improvements)  in accordance with the Tenant  Improvements
Plans  and  Specifications, the terms of Paragraph 9  herein  and
Exhibit C attached hereto.

       (w)   "Tenant  Improvements  Allowance"  shall  mean   the
allowance  to  be  provided  by  Landlord  to  Tenant   for   the
construction of the Tenant Improvements. The amount of the Tenant
Improvements Allowance is set forth in the Lease Summary.

      (x)   "Tenant Improvements Plans and Specifications"  shall
mean  the plans and Specifications" for the construction  of  the
Tenant  Improvements,  which plans and  specifications  shall  be
prepared pursuant to Exhibit C attached hereto.

     (y)  "Tenant's Proportionate Share" means that fraction, the
numerator  of  which is the Premises Net Rentable  Area  and  the
denominator of which is the Building Net Rentable Area.

     2.   Lease Grant.

      Landlord hereby leases to Tenant, and Tenant hereby  leases
from  Landlord,  upon  and subject to the covenants,  agreements,
provisions and conditions of this Lease, the Premises located  in
the Building.

     3.    Lease Term.

     This Lease shall continue in force during a period beginning
on  the Commencement Date and continuing until the expiration  of
the  Lease  Term,  unless  this Lease  is  sooner  terminated  or
extended  to  a  later  date under any other  term  or  provision
herein. Subject to delays resulting from Force Majeure Matters or
delays   caused   by   Tenant  or  Tenant's  agents,   employees,
contractors,  subcontractors  or  licensees,  including,  without
limitation,  change orders to the Tenant Improvements  Plans  and
Specifications  ("Tenant Delay Factors"), Landlord  will  deliver
the  Premises to Tenant not later than the Commencement Date  set
forth  in  the  Lease  Summary or 120 days after  issuance  of  a
building permit for the Tenant Improvements, whichever is  later,
(the  "Target  Commencement Date"), with the Tenant  Improvements
substantially   completed   in   accordance   with   the   Tenant
Improvements  Plans  and  Specifications,  as  evidenced   by   a
certificate  of occupancy issued for the Premises by  appropriate
local  government and by a certificate of substantial  completion
issued  by  Landlord's architect or other designated  engineering
representative.  If  Landlord for any  reason  whatsoever  cannot
deliver  possession of the Premises to Tenant  (with  the  Tenant
Improvements  substantially  completed  in  accordance  with  the
Tenant Improvements Plans and Specifications) not later than  the
Target  Commencement  Date,  this Lease  shall  not  be  void  or
voidable nor shall Landlord be liable to Tenant for any  loss  or
damage resulting therefrom except as described below; but in that
event,  Landlord  shall  act diligently  and  in  good  faith  to
complete the work that is necessary to allow Landlord to  deliver
the  Premises to Tenant as specified above. In such case, (a)  if
Landlord's  failure  to deliver possession  of  the  Premises  to
Tenant  (with the Tenant Improvements substantially completed  in
accordance with the Tenant Improvements Plans and Specifications)
by the Target Commencement Date is not the result, in whole or in
part, of one or more Tenant Delay Factors, the Commencement  Date
shall  be  adjusted  to be the date when Landlord  does  in  fact
deliver  possession of the Premises to Tenant as described  above
and  Landlord  shall  pay delay damages to  Tenant  as  described
below, and (b) if Landlord's failure to deliver possession of the
Premises  to  Tenant (with the Tenant Improvements  substantially
completed  in accordance with the Tenant Improvements  Plans  and
Specifications) by the Target Commencement Date is the result, in
whole  or  in  part,  of one or more Tenant  Delay  Factors,  the
Commencement  Date  shall  be  the  later  of  (i)   the   Target
Commencement Date or (ii) the date the Tenant Improvements  would
have  been substantially completed in the absence of such  Tenant
Delay Factors(s) and no delay damages shall be payable to Tenant.
Landlord shall have one hundred twenty (120) days after the Lease
Date  to  obtain  a building permit for the Tenant  Improvements.
Thereafter, Landlord shall have an additional one hundred  twenty
(120)  days  to complete construction of the Tenant Improvements.
If   Landlord   cannot  complete  construction  of   the   Tenant
Improvements  and  deliver possession of the Premises  to  Tenant
within  two  hundred forty (240) days after the Lease  Date  (the
"Delivery  Deadline"), which Delivery Deadline shall be  extended
by  Force  Majeure  Matters  and by Tenant  Delay  Factors,  then
Landlord  shall pay delay damages to Tenant equal to one  day  of
Base  Rental  for each one day of delay for the period  from  the
Delivery  Deadline  through  the  date  that  possession  of  the
Premises  is  delivered  to Tenant with the  Tenant  Improvements
completed.   Such  delay damages shall, at  Landlord's  election,
either  be paid in cash to Tenant or as a credit against  monthly
payments of Base Rental otherwise due hereunder.

      Within  five (5) days following Tenant's occupancy  of  the
Premises,  Tenant shall execute and deliver to Landlord duplicate
originals of a stipulation in the form attached to this Lease  as
Exhibit  H  (with  the  blanks properly  completed).  Subject  to
Landlord's approval of the information inserted by Tenant in  the
blanks,  Landlord  shall execute the duplicate originals  of  the
stipulation  and  shall promptly return one  (1)  fully  executed
original  to Tenant.  Punchlist items identified by agreement  of
Landlord and Tenant shall be completed by Landlord within  thirty
(30) days after the Commencement Date.

     4.   Use.

      The  Premises shall be used for office purposes and for  no
other purposes. Tenant agrees not to use or permit the use of the
Premises  for  any purpose that is illegal or is in violation  of
any   applicable   legal,   governmental  or   quasi-governmental
requirement,  ordinance or rule, or that, in Landlord's  opinion,
creates a nuisance, disturbs any other tenant of the Building  or
injures the reputation of the Building.

     5.   Base Rental.

     (a)  Tenant agrees to pay during the Lease Term to Landlord,
without  any setoff or deduction, except as provided herein,  the
Base Rental, and all such other sums of money as shall become due
hereunder  as Additional Rent, all of which are sometimes  herein
collectively  called  "rent"  or "Rent."  Base  Rental  for  each
calendar  year or portion thereof during the Lease Term, together
with  any  applicable adjustment thereto pursuant to Paragraph  6
herein, shall be due and payable in advance, in twelve (12) equal
installments on the first day of each calendar month  during  the
Lease  Term; provided, however, as set forth in the Lease Summary
and  Paragraph  5(b)  herein, Base  Rental  for  the  fifth  full
calendar  month  during the Lease Term (i.e.,  the  Advance  Base
Rental  Payment) shall be due and payable upon occupancy  of  the
Premises by Tenant. Tenant hereby agrees to pay such Base  Rental
and  any  adjustments thereto to Landlord at  Landlord's  address
provided  herein (or such other address as may be  designated  by
Landlord  in writing from time to time) monthly, in advance,  and
without  demand. If the Lease Term commences on a day other  than
the  first day of a month or terminates on a day other  than  the
last day of a month, then the installments of Base Rental and any
adjustments  thereto for such month or months shall be  prorated,
based on the number of days in such month or months.

      (b)   Upon occupancy of the Premises, Tenant shall  pay  to
Landlord  the Advance Base Rental Payment as additional  security
for Tenant's performance of its obligations under this Lease.  If
Tenant  is  not then in default under this Lease, Landlord  shall
apply  the  Advance  Base Rental Payment to the  payment  of  the
monthly installment of Base Rental due relative to the fifth full
calendar  month  during the Lease Term.  If  Tenant  is  then  in
default under this Lease, Landlord may, at its option, apply  all
or  any  part  of  the Advance Base Rental Payment  to  cure  the
default.  With  regard  to any partial calendar  month  (if  any)
preceding  the first full calendar month during the  Lease  Term,
Tenant  shall pay the applicable prorata portion of  the  monthly
installment  of  Base  Rental  in a  timely  manner  pursuant  to
Paragraph 5(a) herein.

      6.    Adjustments  to Base Rental.  Base  Rental  shall  be
adjusted annually on the anniversary of the Commencement Date  as
provided in the Lease Summary.

     7.   Adjustments for Increases in Basic Costs.

     With respect to each calendar year or portion thereof during
the  Lease  Term  (and any renewal or extension thereof),  Tenant
shall  pay  Landlord as Additional Rent, in the manner  hereafter
provided,  Tenant's Proportionate Share of the  amount  by  which
Basic  Costs  paid  or incurred by Landlord  during  such  period
(grossed  up,  if necessary, to reflect occupancy of  ninety-five
percent (95%) of the rentable space in the Building) exceeded the
Basic  Costs  Expense  Stop. References in this  Paragraph  7  to
"Basic  Costs"  shall be deemed and construed to refer  to  Basic
Costs  as  grossed  up  pursuant  to  the  immediately  preceding
sentence.  If  Tenant  shall be obligated  to  make  payments  as
aforesaid  with  regard to any partial calendar year  during  the
Lease Term, Basic Costs in excess of the Basic Costs Expense Stop
shall be prorated on the basis of the number of days during  such
calendar  year  for  which  Tenant  is  obligated  to  make  such
payments.

      It  is acknowledged and agreed that it will not be possible
to  determine the actual amount of the excess (if any)  of  Basic
Costs over the Basic Costs Expense Stop for a given calendar year
until  after  the  end  of such calendar year.  Therefore,  until
Tenant's  liability  for Tenant's Proportionate  Share  of  Basic
Costs  in excess of the Basic Costs Expense Stop shall have  been
finally  determined for a particular calendar year, Tenant  shall
make payment on account of excess Basic Costs as follows:

      (a)   Commencing as of the Commencement Date and continuing
throughout the Lease Term (and any renewal or extension thereof),
and  subject  to  the limitation expressed above, Landlord  shall
make  a good faith estimate of Basic Costs for such calendar year
and  Tenant's Proportionate Share thereof (hereinafter "Estimated
Basic  Costs" and "Tenant's Estimated Proportionate Share"),  and
Tenant  shall  pay  to  Landlord, as Additional  Rent  with  each
monthly  installment  of Base Rental, an  amount  equal  to  one-
twelfth (1/12) of Tenant's Estimated Proportionate Share  of  the
amount  by  which Estimated Basic Costs for the current  calendar
year  are estimated to exceed the Basic Costs Expense Stop.  Such
payments  for any partial month shall be paid in advance  at  the
daily rate equal to the monthly payment divided by the number  of
days  in the month for which the same is due. On or about January
1  of  each  calendar year in respect of which  Tenant  shall  be
obligated  to  make  payments on account of  excess  Basic  Costs
during  the  Lease  Term (and any renewal or extension  thereof),
Landlord  shall furnish to Tenant a statement for  such  calendar
year  of  Tenant's Estimated Proportionate Share and of Estimated
Basic  Costs and thereupon, subject to the limitations  expressed
above,  as  of  such January 1, Tenant shall make payments  under
this Paragraph 7(a) in accordance with such statement.

      (b)  On or before April 1 in the year following the year in
which  the  Commencement Date occurs and each April 1  thereafter
during  the  Lease  Term (and any renewal or extension  thereof),
Landlord shall furnish Tenant with an itemized statement  setting
forth  the total amount of Basic Costs and Tenant's Proportionate
Share  of  the  amount  by which Basic Costs  for  the  preceding
calendar year exceeded the Basic Costs Expense Stop. If any  such
statement  shall show an overpayment or underpayment of  Tenant's
Proportionate  Share  of  excess Basic Costs  for  the  preceding
calendar  year, any overpayment shall be refunded  to  Tenant  or
credited  against payments due from Tenant under this Lease,  and
the full amount of any underpayment shall be paid to Landlord  by
Tenant  not later than the first day of the first calendar  month
after such statement shall have been delivered to Tenant.

      (c)   In  the  event  Tenant is required  to  pay  Tenant's
Proportionate Share of Basic Costs pursuant to this Paragraph  7,
Tenant  shall  have the right, at Tenant's expense  and  no  more
frequently  than  once per calendar year, to  inspect  Landlord's
books  and  records showing Basic Costs of the Building  for  the
calendar  year in question; provided, however, Tenant  shall  not
have the right to withhold any payments of Tenant's Proportionate
Share  of  Basic Costs due and payable hereunder  the  amount  of
which  may  be in dispute, and Tenant must pay the entire  amount
due and payable hereunder prior to reviewing Landlord's books and
records.  In  the  event an inspection of  Landlord's  books  and
records by any tenant of the Building reveals a verifiable  error
in   Landlord's   computation  of   Basic   Costs   or   Tenant's
Proportionate  Share  of  excess  Basic  Costs  resulting  in  an
overpayment by Tenant of Tenant's Proportionate Share  of  excess
Basic  Costs  (after  allowing for  any  adjustment  pursuant  to
Paragraph  7(b)  herein), Landlord shall promptly  reimburse  the
amount  of  such  overpayment to Tenant, together  with  interest
thereon   from  the  date  of  overpayment  until  the  date   of
reimbursement at a rate per annum equal to one percent (1%)  plus
the  Prime Rate (as defined herein) in effect as of the  date  of
overpayment.  As used in this Lease, the "Prime  Rate"  shall  be
deemed  to  be  that rate of interest announced by Nations  Bank,
N.A.,  or any successor thereto, from time to time as its  "prime
rate,"  and  Landlord and Tenant acknowledge and understand  that
Nations  Bank,  N.A., lends at rates of interest both  above  and
below  the  Prime  Rate. Landlord's statement setting  forth  the
total  amount  of  Tenant's Proportionate Share of  excess  Basic
Costs  furnished to Tenant in accordance with the  provisions  of
this  Paragraph 7 shall be deemed to have been approved by Tenant
unless  protested  by Tenant in writing within ninety  (90)  days
after  delivery of such statement to Tenant at the Premises.   If
the  results  of  Tenant's  inspection of  Landlord's  books  and
records  indicate that the statement for any calendar year  over-
stated  Basic  Costs for such calendar year  by  more  than  five
percent  (5%), Landlord shall pay Tenant the reasonable  cost  of
such inspection.

     8.   Services to Be Furnished by Landlord.

     Landlord agrees to furnish Tenant the following services:

     (a)  Hot and cold water at those points of supply identified
on the Tenant Improvements Plans and Specifications.

      (b)   Except  with regard to any HVAC system or  unit  that
exclusively  serves the Premises (or any portion thereof),  which
shall  be  Tenant's  responsibility pursuant to  Paragraph  11(b)
herein,  Landlord shall furnish central heat and air conditioning
sufficient  for  the  comfortable  occupancy  of  the   Premises.
Provided,  however, central heating and air conditioning  service
at  times other than for "Normal Business Hours" for the Building
(which are 8:00 a.m. to 6:00 p.m. on Mondays through Fridays  and
8:00 a.m. to 1:00 p.m. on Saturdays, exclusive of normal business
holidays identified as New Year's Day, Memorial Day, Independence
Day,  Labor  Day, Thanksgiving Day and Christmas Day),  shall  be
furnished  only  on  the written request of Tenant  delivered  to
Landlord on the following schedule:

          (1)  For evenings Monday through Friday - prior to 3:00
     p.m. on the day when such service is required;

           (2)   For  Saturday  afternoon, Saturday  evening  and
     Sunday - prior to 3:00 p.m. on Friday; and

           (3)  For normal business holidays - prior to the times
     set forth above for the last day prior to such holiday.

The above notwithstanding, upon written request and authorization
from  Tenant, Landlord shall program the energy management system
for  the  Building to give Tenant the ability to control  heating
and  air  conditioning  services to  the  Premises  after  Normal
Business  Hours  without the need for daily notice  to  Landlord.
Tenant  shall bear the entire cost (as Additional Rent)  of  such
additional heating and air conditioning furnished to the Premises
at  times other than Normal Business Hours, and Tenant shall  pay
such costs within ten (10) days following demand by Landlord. The
cost  to  be charged by Landlord to Tenant hereunder for  heating
and  air  conditioning service used by Tenant during times  other
than Normal Business Hours shall be $30.00 per hour per floor  of
the  Building.  Such hourly rate may be increased  from  time  to
time  during  the  Lease  Term only  to  reimburse  Landlord  for
increases  in  the  cost to Landlord of electricity  consumed  in
providing the heating and air conditioning service.  If more than
one   tenant  on  the  same  floor  requests  heating   and   air
conditioning  services after Normal Business  Hours,  the  hourly
charge shall be apportioned among all such tenants.

      If  heat-generating machines or equipment shall be used  in
the  Premises  by  Tenant which affect the temperature  otherwise
maintained by the Building HVAC system, Landlord shall  have  the
right (at Landlord's option) to install (or to require Tenant  to
install) one or more HVAC systems or units that exclusively serve
the  Premises  (or the portion thereof where such heat-generating
machines  or  equipment are located). As set forth  in  Paragraph
11(b) herein, the cost of any such separate HVAC systems or units
that  exclusively  serve  the Premises,  including  the  cost  of
installation  and the cost of operation and maintenance  thereof,
shall be borne by Tenant.

      (c)   Electrical service to serve the Common Areas and  the
Premises, subject to the terms of Paragraph 13 herein.

      (d)  Routine maintenance and electric lighting service  for
all  Common Areas of the Building in the manner and to the extent
deemed by Landlord to be standard.

      (e)   Janitorial service, in accordance with  the  schedule
attached  hereto as Exhibit D, Mondays through Fridays, exclusive
of  normal  business  holidays as described in  subparagraph  (b)
above;  provided,  however, if Tenant's floor covering  or  other
improvements  require  special treatment, Tenant  shall  pay  the
additional cleaning cost attributable thereto as Additional  Rent
upon presentation of a statement therefor by Landlord.

      (f)   All  Building standard fluorescent  and  incandescent
light  bulb  replacement in the Common Areas and all  light  bulb
replacement  in  the  Premises. Provided, however,  Tenant  shall
promptly  pay to Landlord, as Additional Rent, costs incurred  by
Landlord in replacing light bulbs in the Premises (including  the
cost  of  purchasing such light bulbs) if and to the extent  such
replacement  cost  exceeds  the  replacement  cost  for  Building
standard  light  bulbs. As used herein, "Building standard  light
bulbs"  shall be deemed to refer to 2' x 4', 3 lamp  F40/CW  with
energy saving ballasts.

      (g)   Tenant, its employees, and its invitees who have been
registered  with  Landlord  shall have  access  to  the  Premises
(including  elevator  service) by a code or  card  access  system
seven (7) days a week, twenty-four (24) hours a day. Tenant shall
receive  an allotment of codes or cards for all of its  employees
and  for  its invitees who are registered with Landlord. Landlord
shall  bear the cost of each such code or card initially  issued,
provided Tenant shall pay to Landlord (as Additional Rent, within
thirty  (30) days after Tenant receives an invoice therefor)  the
actual  costs  incurred  by  Landlord in  obtaining  and  issuing
replacement codes or cards for codes or cards previously  issued.
Landlord,  however,  shall  have  no  liability  to  Tenant,  its
employees, agents, invitees or licensees for losses due to  theft
or  burglary or for damages done by unauthorized persons  on  the
Premises,  and  Landlord shall not be required to insure  against
any  such  losses. Tenant shall cooperate fully  with  Landlord's
efforts  to  maintain controlled access to and  in  the  Building
during  times  other than Normal Business Hours and shall  follow
all regulations promulgated by Landlord with respect thereto.

      The  failure by Landlord to any extent to furnish,  or  the
interruption or termination of these defined services in whole or
in  part,  resulting from any Force Majeure Matters or  from  any
other causes beyond the reasonable control of Landlord shall  not
(i)  render Landlord liable in any respect, (ii) be construed  as
an  eviction of Tenant, (iii) work an abatement of rent, or  (iv)
relieve  Tenant  from the obligation to fulfill any  covenant  or
agreement in this Lease. Should any of the equipment or machinery
used  in  the provision of such services for any cause  cease  to
function  properly,  Tenant shall have no  claim  for  offset  or
abatement  of  rent or damages on account of an  interruption  in
service   resulting  therefrom.  Landlord  shall  use  its   best
commercial efforts to restore any interrupted services.  If  such
services  are not restored within three (3) business  days  after
such interruption, Tenant may take such action as is necessary to
restore  the  interrupted services and Landlord shall  thereafter
reimburse  Tenant  for the reasonable costs of such  restoration,
and  Tenant  may  pursue  other legal or equitable  remedies  not
otherwise prohibited hereunder.  Amounts payable pursuant to this
Paragraph 8 shall be deemed to be Additional Rent due from Tenant
to Landlord, and any default in the payment thereof shall entitle
Landlord to all remedies provided for herein at law or in  equity
on account of Tenant's failure to pay Base Rental.

     9.   Construction of Improvements.

      (a)   Subject to Force Majeure Matters and consistent  with
the  terms  of Paragraph 3 herein and Exhibit C hereto,  Landlord
shall  pursue diligently and in good faith the completion of  the
Building Shell Improvements and the Tenant Improvements.

      (b)  The Tenant Improvements Allowance shall be applied  by
Landlord   against   the   costs  of  designing,   planning   and
constructing  the  Tenant Improvements. In the  event  the  costs
incurred in connection with the design, planning and construction
of   the  Tenant  Improvements  exceed  the  Tenant  Improvements
Allowance,  Tenant  shall be responsible for bearing  and  paying
such excess costs (the "Excess Costs"), as follows:

           (1)   Tenant  shall  pay  to Landlord,  prior  to  the
     commencement of construction of the Tenant Improvements,  an
     amount equal to fifty percent (50%) of such Excess Costs (as
     then estimated by Landlord).

           (2)  After issuance of a Certificate of Occupancy  for
     the  Tenant  Improvements  but prior  to  occupancy  of  the
     Premises  by Tenant, Tenant shall pay to Landlord an  amount
     equal  to ninety percent (90%) of the Excess Costs (as  then
     estimated  by Landlord), less payments received by  Landlord
     pursuant to Paragraph 9(b)(1) herein.

           (3)   As soon as the final accounting is prepared  and
     submitted  by  Landlord to Tenant and  punchlist  items  are
     completed  by  Landlord, Tenant shall pay  to  Landlord  the
     entire  unpaid balance of the actual Excess Costs  based  on
     the final costs to Landlord.

The  Excess Costs (if any) payable by Tenant under this Paragraph
9(b)  shall constitute Additional Rent due hereunder at the  time
specified herein, and failure to make any such payment  when  due
shall constitute a default of Tenant under Paragraph 28 herein.

     (c)  Except as otherwise provided above in this Paragraph 9,
all installations and improvements now or hereafter placed on  or
in  the  Premises shall be for Tenant's account and  at  Tenant's
cost.  Tenant  shall  also pay increased  ad  valorem  taxes  (as
determined by local taxing authority) and increased insurance (as
determined by insurance company) on or attributable to the Tenant
Improvements   (to  the  extent  of  the  cost  of   the   Tenant
Improvements is in excess of the Tenant Improvements  Allowance),
which  cost  shall be payable by Tenant to Landlord as Additional
Rent.

     10.  Maintenance and Repair by Landlord.

      Except  to the extent any such repairs or replacements  are
the  responsibility of Tenant pursuant to the terms of  Paragraph
11  or  Paragraph 12 herein or any other provision in this Lease,
Landlord  shall  be  responsible for maintaining,  repairing  and
replacing:

       (a)   the  roof,  foundations,  exterior  walls,  and  all
structural parts of the Building;

      (b)   all  portions of the Premises affected by  structural
conditions whose source lies outside the Premises;

     (c)  all Common Areas and Building Exterior Common Areas;

     (d)  all utility, sprinkler service, electrical and plumbing
lines  and HVAC systems outside the Premises but which serve  the
Premises on a non-exclusive basis; and

     (e)  all utility, sprinkler service, electrical and plumbing
lines  and HVAC systems within the Premises but which serve other
space within the Building.

      Except as expressly provided herein, Landlord shall not  be
required to make any repairs to the Premises or the Building, but
Landlord  shall  maintain the Building to the  same  quality  and
standards as originally constructed.

     11.  Maintenance and Repair by Tenant.

      In  addition  to any other provisions in this  Lease  which
obligate  Tenant  to perform maintenance, repair and  replacement
duties relative to the Premises and/or the Building, Tenant shall
be   responsible  for  the  following  maintenance,  repair   and
replacement responsibilities:

      (a)   Tenant  shall, at its expense, keep and maintain  the
Premises  in  good order and repair and not commit or  allow  any
waste to be committed on any portion of the Premises; and at  the
termination  of  this  Lease, Tenant agrees  to  deliver  up  the
Premises to Landlord in as good of a condition as existed on  the
Commencement Date, excepting only ordinary wear and tear, acts of
God  and repairs required to be made by Landlord pursuant to  the
terms of this Lease.

      (b)   Tenant  shall, at its expense, keep and maintain  all
HVAC systems and units, appliances and equipment that exclusively
serve  the  Premises (or any portion thereof). In the  event  the
Premises  (or  any portion thereof) is exclusively served  by  an
HVAC  system  or  unit, Tenant shall contract  with  a  qualified
heating and air conditioning service company approved by Landlord
for  the  monthly maintenance and the repair and replacement,  as
necessary,  of  such  HVAC system or unit. Tenant  shall  provide
Landlord  with  a  copy  of  any  contract  required  under  this
Paragraph 11(b) within ten (10) days after the Commencement  Date
and a copy of any subsequent contracts (or any renewal contracts)
within  ten  (10)  days after their execution. The  cost  of  all
contracts  which  Tenant  is  required  to  maintain  under  this
Paragraph 11(b) shall be borne by Tenant.

      (c)  Tenant shall, at Tenant's own cost and expense, repair
or  replace  any  damage done to the Common Areas,  the  Building
Exterior  Common  Areas,  the  Building,  or  any  part   thereof
(including  the  Premises), caused by Tenant or Tenant's  agents,
employees, invitees, or visitors, and such repairs shall  restore
the  damaged area to as good of a condition as existed  prior  to
such  damage  and  shall  be  effected  in  compliance  with  all
applicable  laws;  provided, however,  if,  within  a  reasonable
period  following written notice from Landlord of  the  need  for
such  repairs or replacements, Tenant fails to make such  repairs
or  replacements promptly, Landlord may, at its option, make  the
repairs or replacements, and Tenant shall pay the cost thereof to
Landlord on demand as Additional Rent.

     12.  Alterations by Tenant.

     Tenant shall not make or allow to be made any alterations to
the  Premises  or install any vending machines in  the  Premises,
without  first obtaining the written consent of Landlord in  each
such  instance,  such  consent not to be  unreasonably  withheld,
delayed  or  qualified. Any and all alterations to the  Premises,
including,  without  limitation the  Tenant  Improvements,  shall
become  the  property  of Landlord upon the termination  of  this
Lease  (except  for  personal property  and  furniture  owned  by
Tenant). Landlord may, by written notice to Tenant not later than
sixty  (60) days prior to termination, require Tenant,  upon  the
expiration  or earlier termination of this Lease, to  remove  any
and  all fixtures, equipment and other improvements installed  in
the  Premises by Tenant. In the event that Landlord so elects and
Tenant  fails  to remove such improvements, Landlord  may  remove
such improvements at Tenant's cost, and Tenant shall pay Landlord
on  demand  the  cost  of restoring any damage  to  the  Premises
resulting  from  such removal, excepting only ordinary  wear  and
tear and acts of God.

     13.  Use of Electrical Services by Tenant.

      Landlord shall install an electrical check meter (a  "Check
Meter ") for the Premises as part of the Tenant Improvements. The
Check Meter will measure all electricity supplied to the Premises
(i) to operate lights and light fixtures therein, (ii) to operate
equipment  and fixtures that are connected to electrical  outlets
therein  and  (iii)  to  operate any HVAC  system  or  unit  that
exclusively  serves  the Premises (or any  portion  thereof).  As
contemplated  in Paragraph 8(c) herein, Landlord  shall  pay  the
local  electrical  utility company prior to delinquency  for  the
electricity  supplied to the Premises through  the  Check  Meter.
Provided,  however, in the event the amount paid by  Landlord  to
the local electrical utility company for electricity supplied  to
the  Premises  (as  measured by the Check Meter)  for  any  given
period  of  time  is greater than the allocable  portion  of  the
Premises  Electrical Expense Stop (allocated to the Premises  for
the  relevant period of time), Landlord may submit an invoice  to
Tenant  periodically  for  the cost of  such  excess  electricity
supplied  to the Premises and Tenant shall pay the full  invoiced
amount  (as  Additional Rent) to Landlord within  ten  (10)  days
after  Tenant's  receipt  of  each such  invoice.  The  following
formula  shall  be  used  to determine  the  invoice  amount  for
Tenant's excess electrical usage in the Premises:

      Invoice Amount =Total Electrical Costs Per Check Meter -
                      [(Premises Electrical  Expense
                      Stop)  x  (Number of Days in Period   Number
                      of Days in Year)]

For  example, presuming (for purposes of this illustration  only)
that  the Premises Net Rentable Area is 10,000 square feet,  that
the  Check Meter indicates $2,000.00 of electricity was  supplied
to  the  Premises  during  a given 90-day  period  and  that  the
calendar  year  in  which such 90-day period falls  contains  365
days, Landlord shall be entitled hereunder to send an invoice  to
Tenant  in the amount of $520.40 for excess electrical  usage  in
the Premises during such 90-day period, computed as follows:

             Invoice Amount  =$2,000.00 - [($6,000.00) x (90/365)]
                             =    $2,000.00 -[$6,000.00 x .2466]
                             =    $2,000.00 - $1,479.60
                             =    $520.40

In  computing  invoices  to  be sent to  Tenant  for  electricity
supplied to the Premises through the Check Meter, Landlord  shall
use  the same billing rate per kilowatt hour as is charged to the
overall   Building  by  the  local  electrical  utility  company.
Additionally,  with  regard to any period of time  that  Landlord
elects to use a Check Meter to bill Tenant for excess electricity
supplied  to the Premises, Landlord also shall use a Check  Meter
to  bill  other  tenants in the Building for  excess  electricity
supplied to their respective premises; and in such case, the cost
of  electricity supplied to the Premises and to other premises in
the Building for which Landlord separately bills Tenant and other
tenants  in the Building (i.e. such electrical costs that  exceed
the  Premises Electrical Expense Stop) shall not be  included  in
Basic Costs hereunder.  Landlord shall be entitled to bill Tenant
pursuant to this Paragraph 13 for excess electrical usage in  the
Premises monthly, quarterly, annually or otherwise, as determined
by Landlord from time to time during the Lease Term.

     14.  Graphics and Signage.

      All  letters  and numerals on doors or other signs  on  the
Premises  shall  be  in the standard form  of  graphics  for  the
Building,  and  no  others  shall be used  or  permitted  without
Landlord's prior written consent. Furthermore, Tenant  shall  not
place  signs on or in the Premises which are visible from outside
the Premises. Tenant's name and suite number shall be included by
Landlord on the lobby directory for the Building and at the  main
entry for the Premises.

     15.  Parking.

      During  the Lease Term, Tenant shall have, without  charge,
the  non-exclusive right to use, in common with  Landlord,  other
tenants  of  the  Building,  and  their  respective  guests   and
invitees,  the automobile parking areas, driveways, and  footways
located on the Land. Notwithstanding the terms and provisions  in
the  immediately  preceding sentence,  (i)  Tenant  and  Tenant's
guests and invitees shall not, at any given time, be entitled  to
use  more than five (5) parking spaces for each 1,000 square feet
of  Premises  Net Usable Area, and (ii) Landlord shall  have  the
right during the Lease Term to reserve parking spaces on the Land
for  the exclusive use of other tenants in the Building, provided
the  reservation of such spaces for the exclusive  use  of  other
tenants  in  the  Building does not have the  effect  of  denying
Tenant the non-exclusive use of five (5) parking spaces for  each
1,000  square  feet  of Premises Net Usable  Area.   If  Landlord
provides  reserved  parking  spaces  to  another  tenant  of  the
Building, then Tenant shall also be entitled to reserved  parking
spaces  and the number of such parking spaces reserved for Tenant
shall  be in the same ratio to Tenant's Premises Net Usable  Area
as  the  number of reserved spaces provided to such other  tenant
bears  to such other tenant's Premises Net Usable Area.   To  the
extent  spaces  are  existing  and available,  Tenant's  reserved
spaces  shall  be  located in the same general proximity  to  the
Building  as the reserved spaces for such other tenant or  within
fifty  (50)  feet of such other reserved spaces.   Such  reserved
parking  spaces  are included in and are not in addition  to  the
total  number of parking spaces made available to Tenant pursuant
to this Paragraph 15.

     16.  Compliance with Laws.

       Tenant   agrees  to  comply  with  all  applicable   laws,
ordinances, rules and regulations of any governmental  entity  or
agency  having  jurisdiction over the Premises. Without  limiting
the  generality of the foregoing, in the event the Premises  must
be  modified or any other action relating to the Premises must be
undertaken  in  the  future to comply  with  the  Americans  With
Disabilities Act or any similar federal, state or local  statute,
law,  or  ordinance, the responsibility for such modification  or
action (including the payment of all costs incurred in connection
therewith)  shall belong to Tenant. If the Common  Areas  or  the
Building  Exterior  Common Areas must be modified  or  any  other
action  relating  to  the Common Areas or the  Building  Exterior
Common Areas must be undertaken in the future to comply with  the
Americans With Disabilities Act or any similar federal, state  or
local  statute,  law,  or ordinance and if such  modification  or
action  is required because of (i) any special or unique  use  or
activity  in  the  Premises  or  (ii)  the  performance  of   any
alterations  within  the  Premises, the responsibility  for  such
modification  or  action  (including the  payment  of  all  costs
incurred in connection therewith) shall belong to Tenant.  Except
as  provided in the immediately preceding sentence, in the  event
the  Common Areas or the Building Exterior Common Areas  must  be
modified or any other action relating to the Common Areas or  the
Building  Exterior Common Areas must be undertaken in the  future
to comply with the Americans With Disabilities Act or any similar
federal,   state  or  local  statute,  law,  or  ordinance,   the
responsibility  for  such modification or action  (including  the
payment of all costs incurred in connection therewith, subject to
the  terms  and provisions of this Lease relating  to  the  pass-
through  of  Basic  Costs) shall belong to  Landlord.   Any  such
expenses  included  in Basic Costs shall be  amortized  over  the
useful  life  of  the improvement.  Landlord covenants  that  the
Building and the Premises shall be designed and constructed to be
in  compliance with the Americans With Disabilities Act and other
applicable laws, codes and regulations effective as of the date a
building permit is issued for the Building and the Premises.

     17.  Building Rules and Regulations.

       Tenant   shall  comply  with  the  rules  and  regulations
applicable to the Building and the Building Exterior Common Areas
(the  "Rules  and Regulations") adopted and altered  by  Landlord
from  time  to time and shall cause all of its agents, employees,
invitees  and  visitors to do so; all changes to  the  Rules  and
Regulations  will be sent by Landlord to Tenant in  writing.  The
initial  Rules  and  Regulations, which have  been  reviewed  and
approved  by  Tenant,  are attached hereto  as  Exhibit  E.   The
provisions of this Lease shall control any conflicting provisions
of the Rules and Regulations.

     18.  Entry by Landlord.

      Tenant agrees to permit Landlord and Landlord's agents  and
representatives to enter into and upon any part of  the  Premises
at  all reasonable hours upon 24 hours notice (and in emergencies
at all times and without notice) to inspect the same, to show the
Premises  to  prospective  purchasers,  mortgagees,  tenants   or
insurers,  to install or maintain Check Meters and other  devices
to  determine if Tenant's electrical usage is in excess of design
loads  and  capacities, and to clean or make repairs, alterations
or  additions  thereto, and Tenant shall not be entitled  to  any
abatement or reduction of rent by reason thereof.  Such  repairs,
alterations  and additions shall be scheduled and handled  so  as
not to unreasonably interfere with Tenant's use of the Premises.

     19.  Assignment and Subletting.

     (a)  Tenant shall not assign this Lease or sublet all or any
part  of  the Premises or make any other transfer of its interest
in  the whole or any portion thereof, directly or indirectly,  at
any  time during the Lease Term without the prior written consent
of  Landlord,  which  such  consent  shall  not  be  unreasonably
withheld  or  delayed.  Any attempted assignments,  subleases  or
other  transfers  by  Tenant  in  violation  of  the  terms   and
conditions of this Paragraph 19(a) shall be null and  void.   The
above  notwithstanding, Landlord's consent shall not be  required
in connection with an assignment or sublet of the Premises or any
part  thereof  to any successor of Bairnco Corporation  resulting
from  a  merger, consolidation, sale or acquisition of the entire
business  of  Bairnco  Corporation or to an  entity  which  is  a
subsidiary  or  parent  of Bairnco Corporation  or  is  otherwise
affiliated  with  Bairnco  Corporation  (a  "Special  Transfer"),
provided  notice of same is furnished to Landlord and information
regarding   such  merger,  consolidation,  sale  or   acquisition
reasonably  requested  by  Landlord is  furnished,  and  provided
further  that the then current use of the Premises shall continue
with no major demolition of improvements to the Premises.  In the
event  that  Tenant desires at any time to assign this  Lease  or
sublet  all or any part of the Premises, Tenant shall  submit  to
Landlord  at  least  fifteen  (15) business  days  prior  to  the
proposed  effective  date  of  the  assignment  or  sublease,  in
writing, (i) a request for permission to assign or sublet setting
forth  the  proposed effective date which shall be no  less  than
thirty  days after the sending of such notice; (ii) the  name  of
the  proposed  subtenant or assignee or other  party;  (iii)  the
nature of the business to be carried on in the Premises after the
assignment  or  sublet;  (iv) the terms  and  provisions  of  the
proposed   assignment  or  sublet;  and  (v)  current   financial
statements  of  the  proposed subtenant  or  assignee;  and  such
additional  information that Landlord may reasonably  request  in
order to make a reasoned judgment.

      (b)  If Tenant requests Landlord's consent to an assignment
of  this  Lease or subletting of all or part of the Premises,  or
any  other transfer of its interest(s), Landlord shall  have  the
option  (without limiting Landlord's other rights  hereunder)  of
terminating  this  Lease  with respect  to  the  portion  of  the
Premises  subject  to  the  proposed  assignment,  subletting  or
transfer  upon fifteen (15) business days' notice and of  dealing
directly with the proposed assignee, subtenant or transferee.  If
Landlord  should fail to notify Tenant in writing of its decision
within  a  fifteen  (15) business day period  after  Landlord  is
notified in writing of the proposed assignment, sublease or other
transfer, Landlord shall be deemed to have refused to consent  to
such assignment, sublease or transfer and to have elected to keep
this Lease in full force and effect.  If Landlord notifies Tenant
that  Landlord  has  refused to consent  to  such  assignment  or
sublease  and that Landlord intends to terminate this Lease  with
respect  to  the portion of the Premises subject to the  proposed
assignment  or sublease, then Tenant shall have the right  to  be
exercised  within  ten  (10)  days  thereafter  to  withdraw  its
proposed  assignment or sublease in which event the  Lease  shall
not  be  terminated  as to such portion of  the  Premises.   This
subparagraph  (b)  shall  not apply  to  a  Special  Transfer  as
described above.

      (c)   Landlord  hereby  reserves  the  right  to  condition
Landlord's  consent to any assignment or sublet  upon  Landlord's
receipt from Tenant of a written agreement, in form and substance
acceptable to Landlord, pursuant to which Tenant shall  pay  over
to   Landlord   fifty  percent  (50%)  of  all  rent   or   other
consideration  received  by Tenant from  any  such  subtenant  or
assignee, either initially or over the term of the assignment  or
sublease, in excess of the Rent called for hereunder, or, in case
of  the sublease of a portion of the Premises, in excess of  such
rent   fairly   allocable  to  such  portion,  after  appropriate
adjustments  to  assure  that  all  other  payments  called   for
hereunder  are taken into account, and after taking into  account
Tenant's  reasonable  expenses incurred in connection  with  such
subletting or assignment.  This subparagraph (c) shall not  apply
to a Special Transfer as described above.

      (d)  If Tenant assigns, sublets or makes any other transfer
of  all or any portion of its interest(s) hereunder, Tenant named
in this Lease shall remain directly and primarily responsible for
the  faithful performance and observance of all of the  covenants
and  obligations on Tenant's part to be performed in this  Lease.
No  assignment or subletting shall affect the continuing  primary
liability of Tenant hereunder (which, following any assignment or
sublet,  shall  be  joint  and  several  with  the  assignee   or
subtenant), and Tenant shall not be released from performing  any
of the terms, covenants and conditions of this Lease.

      (e)  Any assignee or subtenant hereunder shall be bound  by
and  shall  comply with all of the terms and provisions  in  this
Lease,  including,  without limitation, the use  restriction  set
forth  in Paragraph 4 herein. As a condition to the effectiveness
of  any  assignment  that  is permitted hereunder,  the  assignee
shall,  by an instrument in writing, assume and agree to  perform
(for the express benefit of Landlord) the terms hereof; and as  a
condition  to the effectiveness of any sublease that is permitted
hereunder,  the subtenant shall acknowledge in writing  (for  the
express  benefit  of Landlord) the existence of  this  Lease  and
shall covenant not to do or permit to be done anything that would
constitute a breach hereof.

      (f)  Landlord's consent to any one assignment, sublease  or
other  transfer hereunder shall not waive the requirement of  its
consent  to any subsequent assignment, sublease or other transfer
as required herein.

     20.  Liens.

     Tenant will not permit any mechanic's lien(s) or other liens
to  be  placed  upon the Premises, the Building or the  Land  and
nothing in this Lease shall be deemed or construed in any way  as
constituting  the  consent or request  of  Landlord,  express  or
implied,  by  inference  or otherwise,  to  any  person  for  the
performance  of any labor or the furnishing of any  materials  to
the  Premises,  or  any part thereof, nor as  giving  Tenant  any
right, power or authority to contract for or permit the rendering
of  any  services or the furnishing of any materials  that  would
give  rise to any mechanics' or other liens against the Premises,
the  Building or the Land. In the event any such lien is attached
to  the Premises, the Building or the Land, then, in addition  to
any  other  right or remedy of Landlord, Landlord may, but  shall
not  be  obliged  to,  discharge the same.  Any  amount  paid  by
Landlord for any of the aforesaid purposes shall be reimbursed by
Tenant to Landlord on demand as Additional Rent.

      The interest of Landlord shall not be subject to liens  for
improvements made by Tenant in and to the Premises.  Tenant shall
notify   every  contractor  making  such  improvements   of   the
provisions set forth in the preceding sentence of this paragraph.
The  parties  agree,  should Landlord  so  request,  to  execute,
acknowledge  and deliver without charge to Tenant, a  Short  Form
Lease  in recordable form in accordance with Chapter 713, Florida
Statutes  containing a confirmation that the interest of Landlord
shall not be subject to liens for improvements made by Tenant  to
the Premises.

     21.  Property Insurance.

     Landlord shall maintain fire and extended coverage insurance
on  the  Building  and  the Premises, such policy(ies)  to  cover
Landlord's  interest in the Building and Premises  for  not  less
than the full replacement value thereof. Such insurance shall  be
maintained at the expense of Landlord (as a part of Basic Costs),
and  payments  for  losses thereunder shall  be  made  solely  to
Landlord  or the mortgagees of Landlord relative to the Land  and
the  Building  (collectively, "Mortgagees"; each, a "Mortgagee"),
as   their  respective  interests  shall  appear.  Tenant   shall
maintain,  at its expense, in an amount equal to full replacement
cost, fire and extended coverage insurance on all of its personal
property,  including  removable trade fixtures,  located  in  the
Premises. Tenant shall, at Landlord's request from time to  time,
provide   Landlord   with  current  certificates   of   insurance
evidencing Tenant's compliance with the terms and requirements of
this  Paragraph 21 and Paragraph 22 herein. All policies required
to  be maintained by Tenant under this Paragraph 21 and Paragraph
22  herein shall contain a provision whereby the insurer  is  not
allowed  to  cancel,  fail  to renew  or  change  materially  the
coverage  without  first giving thirty (30)  days  prior  written
notice  to  Landlord. Tenant shall also obtain the  agreement  of
Tenant's  insurers to notify Landlord that a  policy  is  due  to
expire at least thirty (30) days prior to such expiration.

     22.  Liability Insurance.

     Tenant and Landlord shall, each at its own expense, maintain
a policy or policies of comprehensive general liability insurance
(occurrence  coverage) with respect to the respective  activities
of each on the Land and in the Building with the premiums thereon
fully paid on or before the due date, issued by and binding  upon
an  insurance company authorized to conduct such business in  the
State  of Florida. Such comprehensive general liability insurance
to  be maintained by Tenant and Landlord under this Paragraph  22
shall  afford  minimum  protection of not  less  than  $1,000,000
combined single limit coverage of bodily injury, property  damage
or  combination thereof; and such comprehensive general liability
insurance  to be maintained by Tenant shall name Landlord  as  an
additional insured. Such insurance coverage maintained by  Tenant
also  shall  include,  without limitation,  personal  injury  and
contractual liability coverage for the performance by  Tenant  of
the  indemnity agreements set forth in this Lease. Landlord shall
not  be required to maintain insurance against thefts within  the
Premises or the Building or on the Land.

     23.  Indemnities.

      Landlord  shall  not be liable to Tenant,  or  to  Tenant's
agents,  servants,  employees, customers,  or  invitees  for  any
injury  to  person  or  damage to property  caused  by  any  act,
omission,  or neglect of Tenant, its agents, servants, employees,
invitees,  licensees or any other person entering the  Land,  the
Building  Exterior  Common Areas, the Building  or  the  Premises
under  the  invitation of Tenant or arising out of a  default  by
Tenant  in  the performance of its obligations hereunder.  Tenant
hereby indemnifies and holds Landlord harmless from all liability
and  claims  for  any  such  damage or injury.   Landlord  hereby
indemnifies  and  holds Tenant harmless from  all  liability  and
claims  for  any  damage  or injury resulting  from  any  act  or
omission  of  Landlord  that constitutes  negligence  or  willful
misconduct.

     24.  Waiver and Waiver of Subrogation Rights.

      Anything  in  this  Lease  to the contrary  notwithstanding
(including,  without limitation, Paragraph 23  herein),  Landlord
and  Tenant  each  hereby waive any and all rights  of  recovery,
claim, action, or cause of action, against the other, its agents,
officers, or employees, for any loss or damage that may occur  to
the  Premises or a part thereof, or any improvements thereto,  or
any  personal property of such party therein, by reason of  fire,
the  elements,  or any other cause(s) which are  insured  against
under  the  terms  of  the standard fire  and  extended  coverage
insurance policies referred to in Paragraph 21 herein, regardless
of  cause  or  origin, including negligence of  the  other  party
hereto,   its  agents,  officers,  or  employees.  All  insurance
policies  carried  with  respect  to  Paragraph  21  herein,   if
permitted under applicable law, shall contain a provision whereby
the  insurer  waives,  prior to loss, all rights  of  subrogation
against Landlord and Tenant.

     25.  Casualty Damage.

     If the Premises or any part thereof shall be damaged by fire
or  other  casualty,  Tenant  shall give  prompt  written  notice
thereof  to  Landlord. In case the Building shall be  so  damaged
that  substantial alteration or reconstruction  of  the  Building
shall  be  required (whether or not the Premises shall have  been
damaged  by  such casualty) or in the event any Mortgagee  should
require  that  the insurance proceeds payable as a  result  of  a
casualty be applied to the payment of the mortgage debt or in the
event  of  any material uninsured loss to the Building,  Landlord
may,  at its option, terminate this Lease by notifying Tenant  in
writing  of  such termination within ninety (90) days  after  the
date  of  such  casualty. If, by reason  of  such  casualty,  the
Premises are rendered untenantable in some material portion,  and
the  amount  of time required to repair the damage is  reasonably
determined  by  Landlord to be in excess of  one  hundred  eighty
(180)  days  from  the date upon which Landlord  is  required  to
determine whether to terminate this Lease, then Tenant shall have
the  right  to  terminate this Lease by giving  Landlord  written
notice  of  termination within thirty (30) days  after  the  date
Landlord  delivers Tenant notice that the amount of time required
to  repair the damage has been determined by Landlord  to  be  in
excess  of one hundred eighty (180) days. If Landlord (or Tenant,
if  applicable)  does  not thus elect to  terminate  this  Lease,
Landlord shall commence and proceed with reasonable diligence  to
restore  the  Building  to substantially the  same  condition  as
existed  immediately  prior to the occurrence  of  the  casualty,
except that Landlord's obligation to restore shall not exceed the
scope  of  the work required to be done by Landlord in originally
constructing  the Building Shell Improvements and installing  the
Tenant  Improvements  in the Premises.   Landlord  shall  not  be
obligated  to  restore  the Building Shell  Improvements  or  the
Premises if the cost of the restoration work required under  this
Lease  and all other leases of space in the Building exceeds  the
insurance  proceeds actually received by Landlord as a result  of
the  casualty,  in  which event Tenant shall have  the  right  to
terminate  this  Lease.  When the Tenant Improvements  have  been
restored by Landlord, Tenant shall restore Tenant's furniture and
equipment. Landlord shall not be liable for any inconvenience  or
annoyance to Tenant or injury to the business of Tenant resulting
in  any way from such damage or the repair thereof, except  that,
subject  to  the provisions of the next sentence, Landlord  shall
allow Tenant a fair diminution of Rent during the time and to the
extent  the Premises are untenantable and until a Certificate  of
Occupancy  is  issued following repair of the  Premises.  If  the
Premises or any other portion of the Building is damaged by  fire
or  other  casualty  resulting from the fault  or  negligence  of
Tenant  or  any  of Tenant's agents, employees, or invitees,  the
rent  hereunder shall not be diminished during the repair of such
damage and Tenant shall be liable to Landlord for the cost of the
repair  and  restoration of the Building caused  thereby  to  the
extent  such  cost  and  expense are  not  covered  by  insurance
proceeds.

     26.  Condemnation.

      If the whole or substantially the whole of the Building  or
the  Premises should be taken for any public or quasi-public use,
by right of eminent domain or otherwise or should be sold in lieu
of  condemnation, then this Lease shall terminate as of the  date
when physical possession of the Building or the Premises is taken
by   the  condemning  authority.  If  less  than  the  whole   or
substantially the whole of the Building or Premises is thus taken
or  sold and the remaining portion of the Building can no  longer
be  operated  as a multi-tenant office building on a  financially
sound  basis,  in  Landlord's sole opinion, or if  any  Mortgagee
should require that the condemnation proceeds payable as a result
of  such taking or sale be applied to the payment of the mortgage
debt,  Landlord (whether or not the Premises are affected by  the
taking or sale) may terminate this Lease by giving written notice
thereof  to Tenant, in which event this Lease shall terminate  as
of  the  date  when physical possession of such  portion  of  the
Building  or  Premises is taken by the condemning  authority.  If
this Lease is not so terminated upon any such taking or sale  and
if a portion of the Premises is affected thereby, the Base Rental
payable hereunder shall be diminished by an equitable amount, and
Landlord  shall,  restore  the  Building  and  the  Premises   to
substantially   their   former   condition,   except   Landlord's
obligation  to  restore shall not exceed the scope  of  the  work
required  to  be done by Landlord in originally constructing  the
Building   Shell   Improvements   and   installing   the   Tenant
Improvements.   Landlord shall not be obligated  to  restore  the
Building  Shell  Improvements or the Tenant Improvements  if  the
cost  of  the restoration work required under this Lease and  all
other leases of space in the Building exceeds the amount received
by Landlord for such taking, in which event Tenant shall have the
right to terminate this Lease.  All amounts awarded upon a taking
of  any  part or all of the Building or the Premises shall belong
to  Landlord,  and Tenant shall not be entitled to and  expressly
waives all claims to any such compensation, but Tenant shall  not
be  barred  from making its own claim to the condemning authority
provided  such claim does not reduce the compensation payable  to
Landlord.

     27.  Damages from Certain Causes.

      Landlord  shall  not be liable to Tenant for  any  loss  or
damage  to any property or person occasioned by theft, fire,  act
of  God,  public  enemy, injunction, riot, strike,  insurrection,
war,  court order, requisition, or order of governmental body  or
authority  or  by  any  other  Force Majeure  Matter.  Nor  shall
Landlord  be  liable  for any damage or inconvenience  which  may
arise through repair or alteration of any part of the Building or
Premises,  except  as is the result of Landlord's  negligence  or
willful misconduct.

     28.  Events of Default/Remedies.

      (a)   The following events shall be deemed to be events  of
default  by Tenant under this Lease: (i) Tenant fails to pay  any
installment of Base Rental or Additional Rent when due  and  such
failure  continues for more than five (5) days  after  Tenant  is
given  written notice of such failure (provided, however,  Tenant
shall  not  be entitled to such notice and cure period more  than
twice  in  any calendar year during the Lease Term); (ii)  Tenant
fails  to  comply  with any provision of this Lease  (other  than
clauses  (iii),  (iv),  (v), (vi) and  (vii)  in  this  Paragraph
28(a)),  all  of which terms, provisions and covenants  shall  be
deemed  material and such failure continues for more than  thirty
(30) days after Tenant is given written notice of such failure or
Tenant  fails to commence to cure the default within said  thirty
(30)  day  period  and diligently pursue the cure  to  completion
(provided  such  30-day notice and cure period  for  non-monetary
defaults  shall  be  decreased or dispensed with,  as  reasonably
required,  in cases of emergency or in circumstances  where  such
failure  will result in a default by Landlord under other  leases
of  space in the Building); (iii) the leasehold estate of  Tenant
is  taken  on  execution or other process of law  in  any  action
against  Tenant; (iv) Tenant abandons any substantial portion  of
the  Premises and fails to pay Rent for the Premises; (v)  Tenant
becomes insolvent or unable to pay its debts as they become  due,
or Tenant notifies Landlord that it anticipates either condition;
(vi)  Tenant takes any action to or notifies Landlord that Tenant
intends  to file a petition under any section or chapter  of  the
United  States Bankruptcy Code, as amended from time to time,  or
under  any  similar law or statute of the United  States  or  any
State  thereof; or a petition shall be filed against Tenant under
any  such  statute or Tenant or any creditor of Tenant's notifies
Landlord  that it knows such a petition will be filed  or  Tenant
notifies Landlord that it expects such a petition to be filed; or
(vii)  a  receiver or trustee is appointed for Tenant's leasehold
interest in the Premises or for all or a substantial part of  the
assets  of  Tenant.  Provided, however, and  notwithstanding  the
foregoing provisions in this Paragraph 28(a), Tenant shall not be
entitled  to  any  notice  and cure  period  in  connection  with
Tenant's  obligation to vacate the Premises at  the  end  of  the
Lease Term.

      (b)   Upon the occurrence under this Lease of any event  or
events  of  default  by Tenant, whether enumerated  in  Paragraph
28(a) herein or not, Landlord shall have the option to pursue any
one  or more of the following remedies: (i) terminate this Lease,
in which event Tenant shall immediately surrender the Premises to
Landlord;  (ii) terminate Tenant's right to occupy  the  Premises
and  re-enter  and  take  possession  of  the  Premises  (without
terminating  this  Lease)  and relet  or  attempt  to  relet  the
Premises  for  the account of Tenant and Landlord  shall  not  be
deemed to have thereby accepted a surrender of the Premises,  and
Tenant  shall remain liable for all Base Rental, Additional  Rent
or  other  sums due under this Lease and for all damages suffered
by  Landlord because of Tenant's breach of any provision of  this
Lease;  (iii) enter upon the Premises and do whatever  Tenant  is
obligated to do under the terms of this Lease, and Tenant  agrees
to  reimburse  Landlord on demand for any expense which  Landlord
may incur in effecting compliance with Tenant's obligations under
this Lease, and Tenant further agrees that Landlord shall not  be
liable for any damages resulting to Tenant from such action; (iv)
accelerate  and declare the entire remaining unpaid  Base  Rental
and Additional Rent for the balance of the Lease Term (reduced to
present  value) to be immediately due and payable forthwith,  and
may,  at once, take legal action to recover and collect the same;
and  (v)  exercise  all  other  remedies  and  seek  all  damages
available  to  Landlord at law or in equity,  including,  without
limitation, injunctive relief of all varieties.

      In the event Landlord elects to re-enter or take possession
of  the  Premises  after Tenant's default, Tenant  hereby  waives
notice  of such re-entry or repossession and of Landlord's intent
to  re-enter or take possession. Landlord may, without  prejudice
to  any  other  remedy  which  it  may  have  for  possession  or
arrearages  in rent, expel or remove Tenant and any other  person
who  may  be  occupying  said Premises or any  part  thereof.  In
addition, the provisions of Paragraph 31 herein shall apply  with
respect to the period from and after the giving of notice of such
termination  to  Tenant. All of Landlord's  remedies  under  this
Lease  shall  be  cumulative  and not exclusive.  Forbearance  by
Landlord  to enforce one or more of the remedies herein  provided
upon  an  event  of default shall not be deemed or  construed  to
constitute a waiver of such default or an election of remedies.

      (c)  Any installment of Base Rental and any Additional Rent
not  paid  within ten (10) days following the date when  due  and
payable shall bear interest from the date due until paid  at  the
lesser  of  (i)  eighteen percent (18%) per  annum  or  (ii)  the
maximum lawful contract rate per annum.

      (d)   This Paragraph 28 shall be enforceable to the maximum
extent not prohibited by applicable law, and the unenforceability
of any portion thereof shall not thereby render unenforceable any
other  portion.  To  the extent any provision of  applicable  law
requires  some  action  by Landlord to  evidence  or  effect  the
termination  of  this  Lease or to evidence  the  termination  of
Tenant's  right  of occupancy, Tenant and Landlord  hereby  agree
that  notice,  in  writing only and delivered in accordance  with
Paragraph  37 herein, shall be sufficient to evidence and  effect
the termination therein provided for.

      (e)  Landlord shall be in default hereunder  in  the  event
Landlord has not begun and pursued with reasonable diligence  the
cure of any failure of Landlord to meet its obligations hereunder
within  thirty (30) days of receipt by Landlord of written notice
from  Tenant  of  the  alleged  failure  to  perform.  Except  as
otherwise  provided  in Paragraph 3 herein,  in  no  event  shall
Tenant  have  the  right to terminate or rescind  this  Lease  or
otherwise withhold or abate Base Rental or Additional Rent  as  a
result  of  Landlord's  default as to any covenant  or  agreement
contained  in  this  Lease or as a result of the  breach  of  any
promise or inducement hereof, whether in this Lease or elsewhere.
Tenant  hereby  waives  such remedies for default  hereunder  and
Tenant's  remedies  for default by Landlord  hereunder  shall  be
limited  to  a  proceeding  for  damages  and/or  injunction.  In
addition, Tenant hereby covenants that, prior to the exercise  of
any such remedies, it will give the Mortgagee(s) who then hold(s)
a  mortgage on the Building (if Landlord has notified  Tenant  of
the  name and address of such Mortgagee) the same notice and time
period  as  Landlord to cure any default by Landlord  under  this
Lease.

     29.  Security Deposit.  - Intentionally Deleted.

     30.  Peaceful Enjoyment.

      Tenant shall, and may peacefully have, hold, and enjoy  the
Premises against Landlord and all persons claiming by and through
or  under Landlord for the Lease Term, subject to the other terms
hereof,  provided  Tenant pays the rent  and  other  sums  herein
recited  to  be  paid  by  Tenant and performs  all  of  Tenant's
covenants and agreements herein contained. This covenant and  any
and  all  other  covenants  of Landlord  shall  be  binding  upon
Landlord  and  its  successors  only  with  respect  to  breaches
occurring during its or their respective periods of ownership  of
Landlord's interest hereunder.

     31.  Holding Over.

      If Tenant remains in possession of the Premises or any part
thereof  after  the  expiration or earlier  termination  of  this
Lease,  whether  with or without Landlord's acquiescence,  Tenant
shall  be  deemed  a  tenant at will. In the event  of  any  such
holding  over by Tenant after the expiration or other termination
of  this  Lease  or in the event Tenant continues to  occupy  the
Premises  after the termination of Tenant's right  of  possession
pursuant to Paragraph 28(b) herein, Tenant shall, throughout  the
entire holdover period, pay Base Rental equal to 150% of the Base
Rental  in  effect immediately before the holdover period  began,
together  with  all applicable Additional Rent which  would  have
been  applicable had the Lease Term continued through the  period
of  such holding over by Tenant. Tenant shall also remain  liable
for  any  and actual damages suffered by Landlord as a result  of
any holdover without Landlord's unequivocal written acquiescence.
No  holding over by Tenant after the expiration of the Lease Term
shall be construed to extend the Lease Term.

     32.  Subordination to Mortgage.

      Tenant  accepts this Lease subject and subordinate  to  any
mortgage,  deed  of  trust, or other lien presently  existing  or
hereafter  arising  upon the Premises, the  Building  and/or  the
Land,  and  to  any  renewals,  modifications,  refinancings  and
extensions  thereof, but Tenant agrees that  any  such  Mortgagee
shall  have  the  right  (without seeking or  obtaining  Tenant's
consent) at any time to subordinate such mortgage, deed of  trust
or  other  lien  to  this Lease. Tenant agrees to  cooperate  and
execute  and deliver such further instruments subordinating  this
Lease  or  attorning to the holder of any such liens as  Landlord
may request within fifteen (15) days of the date of such request.
Landlord shall provide a non-disturbance agreement from Mortgagee
to Tenant if a mortgage is placed on the Building.

     33.  Estoppel Certificate.

      Tenant  agrees that it will, from time to time upon request
by  Landlord  and  within fifteen ( 15)  days  of  such  request,
cooperate  and  execute and deliver to such persons  as  Landlord
shall   request  an  estoppel  certificate  in  recordable   form
certifying  that this Lease is unmodified and in full  force  and
effect  (or if there have been modifications, that this Lease  is
in  full  force and effect as so modified), stating the dates  to
which  rent and other charges payable under this Lease have  been
paid, stating that, to the best knowledge of Tenant, Landlord  is
not in default hereunder (or if Tenant alleges a default, stating
the  nature  of  such alleged default) and further  stating  such
other  matters as Landlord shall reasonably require. In the event
that  Tenant should fail to execute any such estoppel certificate
promptly  as  requested,  Tenant hereby  irrevocably  constitutes
Landlord   as  its  attorney-in-fact  to  execute  such  estoppel
certificate  in Tenant's name, place and stead, it  being  agreed
that  such power is one coupled with an interest.  Landlord shall
likewise provide an estoppel certificate if requested by Tenant.

     34.  Attorneys' Fees.

     In the event either party defaults in the performance of any
of   the  terms  of  this  Lease  and  the  other  party  employs
attorney(s) in connection therewith, the defaulting party  agrees
to   pay   the  prevailing  party's  reasonable  attorneys'   and
paralegals'  fees (calculated at such attorneys'  reasonable  and
customary  hourly  rates  and without regard  to  the  amount  in
controversy) and costs of litigation, whether at the trial level,
on appeal or in any bankruptcy or administrative proceedings.

     35.  No Implied Waiver.

      The  failure  of Landlord to insist at any  time  upon  the
strict  performance  of any covenant or agreement  herein  or  to
exercise  any  option, right, power or remedy contained  in  this
Lease  shall  not  be construed as a waiver or  a  relinquishment
thereof  for  the  future. No payment by  Tenant  or  receipt  by
Landlord of a lesser amount than the monthly installment of  rent
due  under this Lease shall be deemed to be other than on account
of  the earliest rent due hereunder, nor shall any endorsement or
statement  on any check or any letter accompanying any  check  or
payment  as  rent  be  deemed  an accord  and  satisfaction,  and
Landlord  may  accept such check or payment without prejudice  to
Landlord's right to recover the balance of such rent or to pursue
any other remedy in this Lease provided.

     36.  Personal Liability.

      The  liability  of Landlord to Tenant for  any  default  by
Landlord  under the terms of this Lease shall be limited  to  the
equity  of  Landlord  in the Building and the  Land,  and  Tenant
agrees  to  look solely to Landlord's equity in the Building  and
the  Land  for recovery of any judgment from Landlord,  it  being
intended  that  neither  Landlord nor the shareholders,  parents,
affiliates,  partners, members, or owners of  Landlord  shall  be
personally liable for any judgment or deficiency.

     37.  Notices.

     Any notice in this Lease provided for must, unless otherwise
expressly  provided  herein,  be  in  writing,  and  may,  unless
otherwise in this Lease expressly provided, be given or be served
by  depositing the same in the United States mail,  postpaid  and
certified  or  registered  and  addressed  to  the  party  to  be
notified,  with  return receipt requested, or by  delivering  the
same  in  person  to  an  officer of such party,  or  by  prepaid
telegram  or overnight delivery service (e.g., Federal  Express),
or by sending the same by facsimile (with the original being sent
by  one of the other permitted means), addressed to the party  to
be notified at the applicable address stated in the Lease Summary
or  such  other address, notice of which has been  given  to  the
other  party pursuant to this Paragraph 37.  Notice deposited  in
the  mail  in the manner hereinabove described shall be effective
from and after the expiration of three (3) calendar days after it
is  so  deposited. Notice by personal delivery shall be effective
on  the day of personal delivery.  Notice by prepaid telegram  or
overnight  delivery  service shall  be  effective  on  the  first
business day after said notice is sent. Notice by facsimile shall
be  effective on the day sent by facsimile (provided the original
is sent by one of the other permitted means).

     38.  Severability.

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

     39.  Recordation.

      Tenant  agrees not to record this Lease; provided, however,
Landlord shall execute and deliver a memorandum of this Lease, in
recordable  form, and suitable to provide record notice  of  this
Lease, if so requested by Tenant.

     40.  Governing Law and Venue.

      This  Lease  and the rights and obligations of the  parties
hereto   shall  be  interpreted,  construed,  and   enforced   in
accordance  with the laws of the State of Florida and  venue  for
any  actions initiated by Landlord or Tenant shall be in Seminole
County.

     41.  Force Majeure.

      Whenever  a  period  of time is herein prescribed  for  the
taking of any action by Landlord or Tenant, such party shall  not
be  liable  or responsible for, and there shall be excluded  from
the  computation of such period of time, any delays  due  to  any
condition,  matter or circumstance beyond the reasonable  control
of  such  party (collectively, "Force Majeure Matters";  each,  a
"Force  Majeure  Matter"),  including,  without  limitation,  the
following:   strikes;  defaults  or  failures   to   perform   by
contractors  or  subcontractors;  unavailability  of   materials;
lockouts;  acts of God; governmental restrictions, war  or  enemy
action  or  invasion;  civil commotion; insurrection;  riot;  mob
violence;  malicious  mischief or sabotage;  fire  or  any  other
casualty;   adverse  weather  conditions  or  unusual   inclement
weather;    a    condemnation;   failure   of   a    governmental
instrumentality  to act in a timely fashion;  any  litigation  or
other legal proceeding which delays the approval of plans or  the
issuance  of  any  grading or building permit  for  construction,
including,  without  limitation, the issuance  of  an  injunction
enjoining such approval and/or issuance, as the case may be;  any
law, order or regulation of any governmental, quasi-governmental,
judicial  or  military authority; or other similar  cause.  Force
Majeure  Matters shall not excuse or delay payment due hereunder.
Without limiting the generality of the foregoing, in the event  a
Force Majeure Matter affects Landlord's construction and delivery
obligation(s)  relative  to the Premises  under  this  Lease,  at
Landlord's option, the Commencement Date shall be extended by the
same number of days as the number of days of delay caused by such
Force  Majeure  Matter on the critical path  of  completing  such
construction and delivery obligation(s).

     42.  Time of Performance.

      Except as expressly otherwise herein provided, with respect
to  all  required acts of Tenant, time is of the essence of  this
Lease.

     43.  Transfers by Landlord.

      Landlord  shall have the right to transfer and  assign,  in
whole or in part, all its rights and obligations hereunder and in
the  Building and property referred to herein, and in such  event
and  upon  such  transfer Landlord shall  be  released  from  any
further  obligations hereunder, and Tenant agrees to look  solely
to  such successor in interest of Landlord for the performance of
such  obligations,  except  those obligations  of  Landlord  with
respect  to  which a default exists as of the effective  date  of
such transfer or assignment.

     44.  Commissions.

     Landlord warrants and represents to Tenant that Landlord has
not  engaged  or contracted with any person, firm  or  entity  to
serve or act as a broker, agent or finder, other than Broker  (if
any),  for  the purpose of leasing the Premises or in  regard  to
this  Lease.  Tenant  warrants and represents  to  Landlord  that
Tenant has not engaged, contracted with or dealt with any person,
firm  or entity (other than Broker, if any) to serve or act as  a
broker,  agent or finder, for the purpose of leasing the Premises
or  in  regard  to  this  Lease. Landlord  agrees  to  be  solely
responsible for the payment of any commission to Broker (if  any)
relating  to this Lease pursuant to a separate agreement  between
Landlord  and  Broker  (if any). Tenant  shall  and  does  hereby
indemnify  and hold harmless Landlord from and against any  claim
for  any  consulting  fee,  finder's  fee,  commission,  or  like
compensation,  including reasonable attorneys'  fees  in  defense
thereof,  payable in connection with this Lease and  asserted  by
any  party  arising  out  of  any act  or  agreement  by  Tenant,
excluding the commission payable by Landlord to Broker  (if  any)
as described above.

     45.  Effect of Delivery of this Lease.

      Landlord  has delivered a copy of this Lease to Tenant  for
Tenant's  review only, and such delivery does not  constitute  an
offer to Tenant or an option in favor of Tenant. This Lease shall
not  be effective until an original executed by both Landlord and
Tenant is delivered to and accepted by Landlord.

     46.  Real Estate Investment Trust.

     During the Lease Term, should a real estate investment trust
become  Landlord  hereunder, all provisions of this  Lease  shall
remain  in  full  force and effect except  as  modified  by  this
Paragraph  46.  If  Landlord in good faith  determines  that  its
status as a real estate investment trust under the provisions  of
the  Internal  Revenue Code of 1986, as heretofore  or  hereafter
amended,  will  be jeopardized because of any provision  of  this
Lease,  Landlord may request reasonable amendments to this  Lease
and  Tenant  will not unreasonably withhold, delay or  defer  its
consent  thereto,  provided  that  such  amendments  do  not  (a)
increase  the  monetary obligations of Tenant  pursuant  to  this
Lease  or  (b)  in  any  other manner adversely  affect  Tenant's
interest in the Premises.

     47.  Hazardous Materials.

           (a)   Throughout  the  Lease Term,  Tenant  shall  not
knowingly  cause, permit or allow any Hazardous Materials  to  be
placed,  stored,  dumped, dispensed, released, discharged,  used,
sold,  transported, or located on or within any  portion  of  the
Premises,  the  Building or the Land by itself or  its  servants,
agents,   employees,   contractors,  subcontractors,   licensees,
assignees  or subtenants; provided, however, minor quantities  of
Hazardous  Materials may be used or stored in  the  Premises  for
cleaning  purposes only or in connection with the use  of  office
equipment  and the normal operation of Tenant's office  only,  so
long  as such quantities and the use thereof are permitted by  or
are exempt from applicable governmental regulation. Tenant agrees
to   give  Landlord  prompt  written  notice  of  any  discovery,
discharge, release or threatened discharge or threatened  release
of any Hazardous Materials on or about the Premises, the Building
or  the  Land.  Tenant agrees to promptly clean up any  Hazardous
Materials  which are placed in the Premises or  on  the  Land  by
Tenant   or   its   servants,  agents,  employees,   contractors,
subcontractors,  licensees,  assignees  or  subtenants   and   to
remediate  and  remove  any such contamination  relating  to  the
Premises,  the  Building  and/or the  Land,  as  appropriate,  at
Tenant's  cost  and  expense, in compliance with  all  applicable
laws,  ordinances, rules and regulations then in  effect  and  to
Landlord's  satisfaction,  at no cost  or  expense  to  Landlord.
Additionally, Tenant hereby agrees to indemnify and hold harmless
Landlord  and Landlord's partners, officers, directors,  members,
affiliates, employees and agents from and against all loss, cost,
damage,  liability  and expense (including  attorneys'  fees  and
expenses)  arising  from or relating to any  Hazardous  Materials
(other  than  those  permitted above) which  are  placed  in  the
Premises  or  the  Building  or on the  Land  by  Tenant  or  its
servants,   agents,   employees,   contractors,   subcontractors,
licensees, assignees or subtenants.  For purposes of this  Lease,
the term "Hazardous Materials" means such substances as give rise
to  remediation  requirements, duties or  obligations  under  the
Clean  Air  Act, the Clean Water Act, the Federal Water Pollution
Control  Act  of 1976, the Comprehensive Environmental  Response,
Compensation Liability Act of 1980, the Toxic Substances  Control
Act  and  any  other  state  or federal  environmental  statutes,
ordinances, rules or regulations.

      (b)   The  terms and provisions in this Paragraph 47  shall
survive the termination or earlier expiration of this Lease.

     48.  Landlord's Right of Relocation. Intentionally deleted.

     49.  Evidence of Authority.

      If  requested by Landlord, Tenant shall furnish appropriate
legal  documentation  evidencing the  valid  existence  and  good
standing of Tenant and the authority of any parties signing  this
Lease  to  act  for  Tenant. By signing this  Lease  on  Tenant's
behalf,  the signatory for Tenant hereby represents the truth  of
such facts to Landlord.

     50.  Survival of Obligations.

      Notwithstanding any term or provision in this Lease to  the
contrary,  any  liability or obligation  of  Landlord  or  Tenant
arising  during or accruing with respect to the Lease Term  shall
survive  the  expiration or earlier termination  of  this  Lease,
including,   without  limitation,  obligations  and   liabilities
relating to (i) rent payments, (ii) the condition of the Premises
and the removal of Tenant's property, and (ii) indemnity and hold
harmless provisions in this Lease.

     51.  Confidentiality.

      Tenant  agrees, on behalf of Tenant and Tenant's employees,
agents, contractors, consultants, partners, affiliates, assignees
and  subtenants, not to disclose the terms of this Lease  or  the
results  of any audit of Landlord's books and records under  this
Lease to any third party except (i) legal counsel to Tenant, (ii)
any  assignee of Tenant's interest in this Lease or any subtenant
of  Tenant  relative  to the Premises (or any  portion  thereof),
(iii)  as  required  by applicable law or by  subpoena  or  other
similar legal process, or (iv) for financial reporting purposes.

     52.  Contractual Landlord's Lien.  - Intentionally deleted.

      53.   Rent a Separate Covenant.  Tenant shall not  for  any
reason  withhold  or reduce Tenant's required payments  of  Basic
Rent and other charges provided in this Lease, it being expressly
understood  and  agreed contractually by  the  parties  that  the
payment  of  Basic  Rent,  Additional  Rent,  and  other  charges
provided  under  this Lease is a contractual covenant  by  Tenant
that  is independent of the other covenants of the parties  under
this Lease.

     54.  Radon.

      As  required by Florida Statutes, 404.056(6) 1995, Landlord
notifies Tenant as follows:

      "RADON GAS: Radon is a naturally occurring radioactive gas,
that  when  it  has  accumulated  in  a  building  in  sufficient
quantities, it may present health risk to persons who are exposed
to  it  over time.  Levels of Radon that exceed federal and state
guidelines  have been found in buildings in Florida.   Additional
information  regarding Radon and Radon testing  may  be  obtained
from your county public health unit."

     55.  Miscellaneous Provisions.

      The  entire  agreement,  intent and  understanding  between
Landlord and Tenant is contained in the provisions of this  Lease
and   the   exhibits   attached  hereto  and  any   stipulations,
representations, promises or agreements, written  or  oral,  made
prior to or contemporaneously with this Lease shall have no legal
or  equitable  effect or consequence unless  reduced  to  writing
herein or in the exhibits attached hereto. This Lease may not  be
modified  except  by a written instrument by the parties  hereto.
The  terms  "Landlord"  and "Tenant" and  all  pronouns  relating
thereto  shall  be  deemed  to  mean  and  include  corporations,
partnerships  and  individuals as may fit the  context,  and  the
masculine gender shall be deemed to include the feminine and  the
neuter, and the singular number, the plural.

     56.  Renewal Option.

      Tenant  shall have the option to renew this Lease  for  one
Renewal Term of five (5) years at the then current market  rental
rate  for  renewal leases of tenants having uses and  improvement
requirements similar to Tenant in comparable office buildings  in
the  northern suburbs of Orlando, Florida, as such market  rental
rate  is reasonably determined by agreement between Landlord  and
Tenant.   Tenant  shall exercise such renewal option  by  written
notice  to Landlord given not less than nine (9) months prior  to
the  end  of  the  initial Lease Term.  If Landlord  and  Tenant,
acting  in  good faith, have not, within thirty (30)  days  after
such  exercise, executed a renewal amendment to this Lease  which
amendment  states, inter alia, the rental rate applicable  during
the  Renewal  Term, then such renewal exercise  shall  be  deemed
cancelled  and  withdrawn unless Tenant agrees to use  the  three
appraiser  method described below.  In such event,  Landlord  and
Tenant  shall each select an MAI appraiser, who, in  turn,  shall
select  a  third  MAI  appraiser.   The  three  appraisers  shall
determine  by majority action the market rental rate for  renewal
leases  of  tenants  having  uses  and  improvement  requirements
similar  to Tenant in comparable office buildings in the northern
suburbs  of  Orlando, Florida.  The determination  of  the  three
appraisers  shall  be binding on Landlord and  Tenant  and  shall
establish the rental rate during the Renewal Term.  Landlord  and
Tenant  shall  each bear the cost of the appraiser they  selected
and  shall share equally the cost of the third appraiser.  Tenant
may  exercise its option to renew and Tenant's exercise  of  that
option  shall  be  effective only if, at  the  time  of  Tenant's
exercise and on the commencement date of Renewal Term, this Lease
is  in  full force and effect and Tenant is not in default  under
this  Lease  beyond  any  applicable cure period;  provided  that
Tenant  must, in any event, cure any then existing default within
its  applicable cure period or such exercise shall, at Landlord's
option,  be deemed ineffective and null and void in its entirety.
Upon  exercise  of  the renewal option and determination  of  the
rental rate, the Lease shall be extended for the Renewal Term.

     57.  WAIVER OF JURY TRIAL.

     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 LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF
THE  PREMISES AND/OR BUILDING AND/OR CLAIM OR INJURY  OR  DAMAGE.
IN  THE EVENT LANDLORD COMMENCES ANY PROCEEDINGS TO ENFORCE  THIS
LEASE OR THE LANDLORD/TENANT RELATIONSHIP BETWEEN THE PARTIES  OR
FOR  NON-PAYMENT  OF  BASIC  RENT OF ANY  NATURE  WHATSOEVER,  OR
ADDITIONAL  MONIES  DUE LANDLORD FROM TENANT  UNDER  THIS  LEASE,
TENANT WILL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE  OR
DESCRIPTION  IN ANY SUCH PROCEEDINGS.  IN THE EVENT TENANT  MUST,
BECAUSE OF APPLICABLE COURT RULES, INTERPOSE ANY COUNTERCLAIM  OR
OTHER  CLAIM  AGAINST  SUCH PROCEEDING THE  LANDLORD  AND  TENANT
COVENANT  AND AGREE THAT, IN ADDITION TO ANY OTHER LAWFUL  REMEDY
OF  LANDLORD UPON MOTION OF LANDLORD, SUCH COUNTERCLAIM OR  OTHER
CLAIM  ASSERTED BY TENANT SHALL BE SEVERED OUT OF THE PROCEEDINGS
INSTITUTED BY LANDLORD AND, IF NECESSARY, TRANSFERRED TO A  COURT
OF  DIFFERENT  JURISDICTION, AND THE  PROCEEDINGS  INSTITUTED  BY
LANDLORD MAY PROCEED TO FINAL JUDGMENT SEPARATELY AND APART  FROM
AND WITHOUT CONSOLIDATION WITH OR REFERENCE TO THE STATUS OF EACH
COUNTERCLAIM OR ANY CLAIM ASSERTED BY TENANT.

      IN  WITNESS WHEREOF, Landlord and Tenant have executed this
Lease  in  multiple original counterparts as of the day and  year
first above written.

Signed, sealed and delivered       LANDLORD
in the presence of:
                                   CRESCENT RESOURCES, INC.,
                                    a South Carolina corporation


/s/ Brandee Barnhill                By: /s/ Robert J. Holmes, Jr.
Print Name: Brandee Barnhill       Name: Robert J. Holmes
/s/ Donna Hughes                   Title: Regional Vice President
Print Name: Donna Hughes





                                   TENANT:

                                   BAIRNCO CORPORATION,
                                    a Delaware corporation


/s/ Paula H. Godbee                      By: /s/ James W. Lambert
Print Name:    Paula H. Godbee         Name: James W. Lambert
/s/ Larry C. Maingot                  Title: Corporate Controller
Print Name:    Larry C. Maingot

                           EXHIBIT A
                      Description of Land

      All that certain tract or parcel of land lying and being in
the  City of Lake Mary, Seminole County, Florida, and being  more
particularly described as follows:
          SECTION 7, TOWNSHIP 20 SOUTH, RANGE 30 EAST
        THE CITY OF LAKE MARY, SEMINOLE COUNTY, FLORIDA
A  PORTION  OF  SECTION  7, TOWNSHIP 20  SOUTH,  RANGE  30  EAST,
SEMINOLE  COUNTY, FLORIDA, BEING MORE PARTICULARLY  DESCRIBED  AS
FOLLOWS:   BEGIN AT THE CENTER OF SECTION 7, TOWNSHIP  20  SOUTH,
RANGE  30  EAST,  SEMINOLE COUNTY, FLORIDA AND RUN  N  8940'59"E,
213.49  FEET  TO  A  POINT ON THE WESTERLY RIGHT-OF-WAY  LINE  OF
PRIMERA  BOULEVARD,  PRIMERA PHASE  II,  ACCORDING  TO  THE  PLAT
THEREOF AS RECORDED IN PLAT BOOK 53, PAGES 52 THROUGH 54  OF  THE
PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, SAID POINT BEING ON A
CURVE  CONCAVE  NORTHWESTERLY HAVING A RADIUS OF 773.02  FEET,  A
CHORD  OF 142.57 FEET AND A CHORD BEARING OF S 0650'37"W;  THENCE
RUN SOUTHWESTERLY ALONG SAID CURVE AND WESTERLY RIGHT-OF-WAY LINE
142.77  FEET THROUGH A CENTRAL ANGLE OF 1034'55" TO  THE  END  OF
SAID WESTERLY RIGHT-OF-WAY LINE AND THE BEGINNING OF THE WESTERLY
RIGHT-OF-WAY  LINE  OF  PRIMERA  BOULEVARD,  PRIMERA   PHASE   I,
ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 49,  PAGES
88  THROUGH 91 OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA,
SAID POINT BEING ON A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS
OF  773.02  FEET,  A CHORD OF 59.92 FEET AND A CHORD  BEARING  OF
S  1421'20"W;  THENCE  RUN SOUTHWESTERLY  ALONG  SAID  CURVE  AND
WESTERLY RIGHT-OF-WAY LINE 59.94 FEET THROUGH A CENTRAL ANGLE  OF
426'33"  TO  A  POINT OF COMPOUND CURVATURE OF  A  CURVE  CONCAVE
NORTHWESTERLY HAVING A RADIUS OF 346.19 FEET, A CHORD  OF  280.92
FEET AND A CHORD BEARING OF S 4030'50"W; THENCE RUN SOUTHWESTERLY
ALONG  SAID  CURVE  AND WESTERLY RIGHT-OF-WAY  LINE  289.26  FEET
THROUGH  A  CENTRAL  ANGLE OF 4752'27" TO A  POINT  OF  TANGENCY;
THENCE  RUN  S  6427'07"W ALONG SAID WESTERLY RIGHT-OF-WAY  LINE,
32.40  FEET  TO  THE  POINT  OF  CURVATURE  OF  A  CURVE  CONCAVE
NORTHWESTERLY HAVING A RADIUS OF 805.02 FEET, A CHORD  OF  167.68
FEET AND A CHORD BEARING OF S 7613'03"W; THENCE RUN SOUTHWESTERLY
ALONG  SAID  CURVE  AND WESTERLY RIGHT-OF-WAY  LINE  330.63  FEET
THROUGH  A  CENTRAL  ANGLE OF 2331'55"  TO  A  POINT  OF  REVERSE
CURVATURE  ON A CURVE CONCAVE SOUTHEASTERLY HAVING  A  RADIUS  OF
519.98  FEET,  A  CHORD OF 167.54 FEET AND  A  CHORD  BEARING  OF
S  7842'51"W;  THENCE  RUN SOUTHWESTERLY  ALONG  SAID  CURVE  AND
WESTERLY RIGHT-OF-WAY LINE 168.27 FEET THROUGH A CENTRAL ANGLE OF
1832'30";  THENCE  LEAVING SAID WESTERLY  RIGHT-OF-WAY  LINE  RUN
N  0912'05"W,  505.18 FEET; THENCE RUN S 8940'59"W, 559.42  FEET;
THENCE  RUN N 0019'01"W, 35.00 FEET TO A POINT ON THE NORTH  LINE
OF  THE  SOUTHWEST 1/4 OF SAID SECTION 7; THENCE RUN N  8940'59"E
ALONG  THE  NORTH  LINE OF THE SOUTHWEST 1/4 OF SAID  SECTION  7,
1153.66  FEET  TO  THE  POINT OF BEGINNING  CONTAINING  356347.77
SQUARE FEET (8.1806 ACRES).
                              A-1

                           EXHIBIT B

                    Designation of Premises

                  Graphic display of property

                              B-1


                           EXHIBIT C
                  Construction of Improvements
1.   Building  Shell  Improvements. Landlord, at Landlord's  sole
     cost, shall complete or has completed the following as  part
     of the Building Shell Improvements:

               2'  x  2'  ceiling grid installed at 9' above  the
          finished floor
               2'  x  2' tegular acoustical ceiling tile  (to  be
          stacked on the floor in the Premises)
              columns wrapped with drywall
               high  efficiency 2' x 4, 3 lamp fixtures with  18-
          cell  parabolic  lenses and lights at a  ratio  of  one
          fixture per 75 square feet of Premises Net Usable  Area
          (to be stacked on the floor in the Premises)
              low pressure and medium pressure duct work
               interior  VAV boxes installed with thermostats  at
          the  rate  of  approximately one (1) per  2,665  usable
          square feet
               perimeter  VAV  boxes installed to perimeter  slot
          diffusers  at  the rate of approximately  one  (1)  per
          2,190 usable square feet
                Building  standard  fire  sprinkler  system   (in
          accordance  with  applicable code  requirements),  with
          heads turned up
               demising walls: Landlord shall pay for the cost of
          the  demising walls between the Premises and the Common
          Areas and Tenant shall pay for one-half of the cost  of
          the  demising  walls  between the  Premises  and  other
          tenant space in the Building
              blinds for exterior windows

2.    Preparation and Approval of Tenant Improvements  Plans  and
Specifications. As soon as reasonably practicable  following  the
Lease  Date, Landlord shall proceed to have Landlord's  architect
prepare   a   draft   of  the  Tenant  Improvements   Plans   and
Specifications and shall deliver a complete copy  of  the  Tenant
Improvements Plans and Specifications together with  an  itemized
construction cost proposal (the "Budget") to Tenant for  Tenant's
review  and approval. Tenant shall review the draft of the Tenant
Improvements Plans and Specifications and Budget and shall notify
Landlord  in writing within five (5) business days after Tenant's
receipt  of  same  as  to  whether  Tenant  approves  the  Tenant
Improvements Plans and Specifications and Budget; and  if  Tenant
does not approve the Tenant Improvements Plans and Specifications
and  Budget,  such written notice from Tenant to  Landlord  shall
provide  Tenant's specific and detailed comments and  suggestions
which,  if  incorporated  in the Tenant  Improvements  Plans  and
Specifications  would  render the Tenant Improvements  Plans  and
Specifications  and  Budget acceptable to  Tenant.  Landlord  and
Tenant  shall cooperate with one another in good faith  to  reach
agreement   regarding   the   Tenant   Improvements   Plans   and
Specifications  and  Budget as soon as practicable,  and  in  any
event  Tenant  shall  approve the Tenant Improvements  Plans  and
Specifications  if  they  are prepared  in  accordance  with  and
consistent  with  the preliminary plans and specifications  which
are attached as Exhibit I to the Lease.  Within fifteen (15) days
after   the   parties  approve  Tenant  Improvement   Plans   and
Specifications, Landlord shall submit such plans to the  City  of
Lake Mary for issuance of a building permit.  Any changes to  the
approved  Tenant Improvement Plans and Specifications and  Budget
shall  be  documented by change order approved  by  Landlord  and
Tenant.   In  the  event Landlord and Tenant  are  unable,  after
complying  with  the  foregoing  terms  and  provisions  in  this
Paragraph 2, to reach agreement regarding the Tenant Improvements
Plans  and Specifications and Budget within fifteen (15) business
days after the date on which

                              C-1

Landlord  initially delivers the draft of the Tenant Improvements
Plans and Specifications and
Budget to Tenant pursuant to this Paragraph 2 and until such time
as  Landlord and Tenant succeed in reaching agreement relative to
the  Tenant  Improvements  Plans and Specifications  and  Budget,
Landlord may terminate the Lease by giving written notice of such
action to Tenant.





                           EXHIBIT D
                Cleaning and Janitorial Services

LANDLORD  SHALL FURNISH CLEANING AND JANITORIAL SERVICES  TO  THE
PREMISES AS DESCRIBED BELOW:

DAILY (Monday - Friday):

               Sweep,  dry  mop  or vacuum, as  appropriate,  all
          floor  areas; remove material such as gum and tar which
          has adhered to the floor.

               Empty  and damp wipe all ash trays, waste  baskets
          and  containers,  remove  all  trash  from  the  leased
          premises.

               Dust  all cleared horizontal surfaces with treated
          dust  cloth,  including furniture,  files,  telephones,
          equipment that can be reached without a ladder.

                Spot   wash   to   remove  smudges,   marks   and
          fingerprints  from  such  areas  that  can  be  reached
          without a ladder.

                Clean  water  fountains,  cafeteria  tables   and
          chairs.

               Damp mop all non-resilient floors such as terrazzo
          and ceramic tile.

               Clean  freight  and passenger  elevator  cabs  and
          landing doors.

               Clean  mirrors,  soap  dispensers,  shelves,  wash
          basins,   exposed  plumbing,  dispenser  and   disposal
          container  exteriors,  damp  wipe  all  ledges,  toilet
          stalls and toilet doors.

                Clean   toilets   and  urinals   with   detergent
          disinfectants.

               Furnish  and  refill  all soap,  toilet,  sanitary
          napkin and towel dispensers.

              Spot clean carpet stains.

               Wash  glass in Building directory, entrance  doors
          and frames.

                Remove  all  litter  from  the  parking  lot  and
          grounds.

WEEKLY:

              Dust vertical blinds and louvers.

               Spot  wash interior partition glass and door glass
          to remove smudge marks.

              Sweep all stairs areas.

                              D-1

              Dust all baseboards.

              Vacuum or brush all fabric covered chairs.

MONTHLY:

              Scrub and recondition resilient floor areas.

              Wash all stairwell landings and treads.

              Wash all interior glass both sides.

QUARTERLY:

               High dust all horizontal and vertical surfaces not
          reached by nightly cleaning.

               Vacuum all ceiling and wall air supply and exhaust
          diffusers and grills.

               Wash  and  polish  vertical  terrazzo  and  marble
          surfaces.

              Spot clean carpeted areas.

SEMI-ANNUALLY:

              Vacuum drapes, cornices and wall hangings.

              Dust all storage areas and shelves and contents.

              Damp wash diffusers, grills, and other such items.

ANNUALLY:

         Strip and refinish all resilient floors.

         Wash all building exterior glass both sides.

          Clean light fixtures, reflectors, globes, diffusers and
trim.

               Wash  walls  in  corridors,  lounges,  classrooms,
          demonstration   areas,   cafeterias,    break    rooms,
          washrooms.

               Clean all vertical surfaces not attended to during
          nightly, weekly, quarterly or semi-annually cleaning.

     Landlord  will  provide a day porter for use throughout  the
     Building on business days, Monday through Friday.

                              D-2

                           EXHIBIT E

                     Rules and Regulations

      1.   Sidewalks, doorways, vestibules, halls, stairways, and
similar   areas  shall  not  be  obstructed  nor  shall   refuse,
furniture,  boxes or other items be placed therein by any  tenant
or  its officers, agents, servants, and employees, or be used for
any purpose other than ingress and egress to and from premises in
the  Building,  or  for going from one part of  the  Building  to
another part of the Building. Canvassing, soliciting and peddling
in the Building are prohibited.

      2.    Plumbing, fixtures and appliances shall be used  only
for  the  purposes  for  which  constructed,  and  no  unsuitable
material shall be placed therein.

      3.    No  signs,  directories, posters, advertisements,  or
notices  shall be painted or affixed on or to any of the  windows
or  doors, or in corridors or other parts of the Building, except
in  such color, size, and style, and in such places, as shall  be
first approved in writing by Landlord in its discretion. However,
the  prohibition in the immediately preceding sentence shall  not
limit  or  restrict  any tenant's right to  maintain  within  the
premises occupied by such tenant any signs, directories, posters,
advertisements, or notices so long as such items are not  visible
from the exterior of the premises occupied by such tenant or from
the  Common  Areas  of  the  Building.  Building  standard  suite
identification  signs  will  be  prepared  by  Landlord  at  each
tenant's  expense. Landlord shall have the right  to  remove  all
unapproved signs without notice to any tenant, at the expense  of
the responsible tenant.

      4.   No tenant shall do, or permit anything to be done,  in
or  about  the Building, or bring or keep anything therein,  that
will  in any way increase the rate of fire or other insurance  on
the  Building, or on property kept therein or otherwise  increase
the possibility of fire or other casualty.

      5.    Landlord shall have the power to prescribe the weight
and  position of heavy equipment or objects which may  overstress
any  portion of the floor. All damage done to the Building by the
improper placing of such heavy items will be repaired at the sole
expense of the responsible tenant.

      6.    Each  tenant shall notify the Building  manager  when
safes  or other heavy equipment are to be taken in or out of  the
Building,  and the moving shall be done after written  permission
is  obtained  from Landlord on such conditions as Landlord  shall
require.

      7.    All  deliveries must be made via the service entrance
and service elevator, when provided, during normal working hours.
Landlord's  written approval must be obtained  for  any  delivery
after normal working hours.

      8.    Each tenant shall cooperate with Landlord's employees
in keeping such tenant's premises neat and clean.

      9.    Each  tenant shall not cause or permit  any  improper
noises  in  the Building, allow any unpleasant odors  to  emanate
from the Premises, or otherwise interfere, injure or annoy in
                              E-1
any  way  other  tenants or persons having  business  with  them.
However,  Landlord  acknowledges  that,  if  permitted   by   the
applicable  lease, a tenant may operate a food services  facility
within  the premises of such tenant for the sole use and  benefit
of  the  occupants of such premises and that such  food  services
facility may emit odors normally associated with the operation of
such on-site food services facilities.

      10.   No animals shall be brought into or kept in or  about
the Building.

      11.  When conditions are such that a tenant must dispose of
crates,   boxes,   etc.  on  the  sidewalk,  it   will   be   the
responsibility of such tenant to dispose of same  prior  to  7:30
a.m. or after 5:30 p.m.

      12.   No machinery of any kind, other than ordinary  office
machines  such  as  typewriters, information processing  systems,
copy machines, communications equipment and calculators, shall be
operated  in  any  premises  in the Building  without  the  prior
written consent of Landlord, nor shall any tenant use or keep  in
the  Building  any  inflammable or explosive fluid  or  substance
(including  Christmas trees and ornaments), or  any  illuminating
materials.  No  space heaters or fans shall be  operated  in  the
Building.

      13.  No motorcycles or similar vehicles will be allowed  in
the Building.

      14.   No  nails, hooks, or screws shall be driven  into  or
inserted  in  any  part of the Building, except  as  approved  by
Building maintenance personnel. Notwithstanding the foregoing,  a
tenant  may  decorate the interior of such tenant's  premises  at
such  tenant's sole discretion provided such decorations  do  not
impact  the  structural integrity of the Building and  cannot  be
seen  from the exterior of the Building or from any Common  Areas
of the Building.

      15.  Landlord has the right to evacuate the Building in the
event of an emergency or catastrophe.

      16.  No food and/or beverages shall be distributed from any
tenant's  office  without  the  prior  written  approval  of  the
Building  manager.  But a tenant may prepare coffee  and  similar
beverages and warm typical luncheon items for the consumption  of
such  tenant's  employees  and  invitees.  Furthermore,  Landlord
acknowledges that, if permitted by the applicable lease, a tenant
may  operate a food services facility within the premises of such
tenant  for  the  sole use and benefit of the occupants  of  such
premises.

      17.   No  additional locks shall be placed upon  any  doors
without the prior written consent of Landlord. All necessary keys
or  access cards or codes shall be furnished by Landlord, and the
same  shall  be  surrendered upon termination of  the  applicable
lease,  and  each tenant shall then give Landlord  or  Landlord's
agent an explanation of the combination of all locks on the doors
or  vaults.  Replacement keys or access  cards  or  codes  (i.e.,
replacements for keys or access cards or codes previously  issued
by  Landlord)  shall be obtained only from Landlord,  and  Tenant
shall  pay  to Landlord (as Additional Rent, within  thirty  (30)
days  after Tenant receives an invoice therefor) the actual costs
incurred by Landlord in obtaining and issuing replacement keys or
access  cards  or  codes  for  keys  or  access  cards  or  codes
previously issued.

                              E-2

      18.   Tenants  will  not  locate  furnishings  or  cabinets
adjacent  to mechanical or electrical access panels or  over  air
conditioning  outlets so as to prevent operating  personnel  from
servicing such units as routine or emergency access may  require.
Cost of moving such furnishings for Landlord's access will be for
the   responsible   tenant's  account.  The  lighting   and   air
conditioning equipment of the Building will remain the  exclusive
charge of the Building designated personnel.

      19.  Each tenant shall comply with reasonable parking rules
and regulations as may be posted and distributed by Landlord from
time to time.

      20.   No  portion  of the Building shall be  used  for  the
purpose of lodging rooms.

      21.   Prior  written approval, which shall be at Landlord's
sole  discretion,  must  be obtained for installation  of  window
shades, blinds, drapes, or any other window treatment of any kind
whatsoever. Landlord will control all internal lighting that  may
be  visible from the exterior of the Building and shall have  the
right  to change any unapproved lighting, without notice  to  the
responsible tenant, at the responsible tenant's expense.

      22.  No tenant shall make any changes or alterations to any
portion   of  the  Building  without  Landlord's  prior   written
approval,  which may be given on such conditions as Landlord  may
elect.  All  such work shall be done by Landlord or  by  licensed
contractors and/or workmen.


                              E-3

                           EXHIBIT F

                      Special Stipulations

                        [NOT APPLICABLE]


The  foregoing Special Stipulations are hereby incorporated  into
and  made  a part of the Lease Agreement.  In the event, however,
of  a conflict between the terms of the Special Stipulations  and
the  terms of the Lease Agreement, the Special Stipulations shall
control.

Initial: RJH_______ (For Landlord)
Initial: JWL______ (For Tenant)

                              F-1

                           EXHIBIT G


                  GUARANTY OF LEASE AGREEMENT

                        [NOT APPLICABLE]



                              G-1

                           EXHIBIT H

                 Commencement Date Stipulation

      Pursuant  to  that  certain Lease  Agreement  (the  "Lease)
between  CRESCENT  RESOURCES, INC. (the "Landlord")  and  Bairnco
Corporation (the "Tenant") dated as of May 17, 1999, for  certain
premises in The Crescent at Primera, Building Four located at 300
Primera Boulevard, Lake Mary, Florida 32746, Landlord and  Tenant
hereby stipulate and certify that:

          1.  The Commencement Date under the Lease is September,
          and  the  expiration date of the Lease Term  is  August
          31, 2009.

          2.  Tenant's  obligation to pay Rent  under  the  Lease
          commenced on January 1, 2000.

       The   terms  and  provisions  of  this  Commencement  Date
Stipulation are hereby incorporated into the Lease and modify any
and all provisions to the contrary contained therein.

     Executed under seal as of the 25th day of January, 2000.

                                   TENANT:

                                   BAIRNCO CORPORATION
                                   a Delaware corporation


                                   By: /s/ James W. Lambert
                                   Name: James W. Lambert
                                   Title: VP Finance


                                   LANDLORD:

                                   CRESCENT RESOURCES, INC.,
                                    a South Carolina corporation


                                   By: /s/ Robert J. Holmes, Jr.
                                   Name: Robert J. Holmes, Jr.
                                   Title: Vice President



                              H-1

                           EXHIBIT I

    Preliminary Tenant Improvements Plans and Specifications

                        [TO BE PROVIDED]




                              I-1

                    FIRST AMENDMENT TO LEASE

      THIS  FIRST  AMENDMENT TO LEASE (the "First Amendment")  is
dated  as  of  the  31 day of May, 1999, by and between  CRESCENT
RESOURCES,  INC.,  a South Carolina corporation (the  "Landlord")
and BAIRNCO CORPORATION, a Delaware corporation (the "Tenant").

                            RECITALS

      A.   Landlord and Tenant entered into a certain Lease dated
as  of  May 17, 1999 (the "Lease") with respect to certain  space
described therein as Suite 432 and located on the fourth floor of
the Crescent at Primera, Building Four.

      B.    The  parties  wish  to change the  Commencement  Date
described  in  the Lease Summary to provide more time  to  obtain
bids for construction of the Tenant Improvements.

                           AMENDMENT

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual  covenants contained herein, Landlord and Tenant do hereby
agree as follows:

           1.   Defined Terms; Recitals.  Except as otherwise set
forth  herein, all terms contained in this First Amendment  shall
have  the  same  meaning  ascribed to them  in  the  Lease.   The
Recitals set forth above are true and correct.

            2.     Commencement  Date.   The  Commencement   Date
identified in the Lease Summary is hereby amended to September 1,
1999.  The parties acknowledge that such Commencement Date  is  a
target  date and that the actual Commencement Date of  the  Lease
shall be determined pursuant to Paragraph 3 of the Lease.

           3.    Binding Effect.  The Lease, as modified by  this
First  Amendment, and all covenants, agreements, exhibits,  terms
and  conditions contained therein, shall remain in full force and
effect  and is hereby ratified and confirmed.  The provisions  of
this First Amendment shall control any conflicting provisions  of
the Lease.

      IN  WITNESS WHEREOF, Landlord and Tenant have executed this
First Amendment as of the day and year first above written.

                                   LANDLORD

                                   CRESCENT RESOURCES, INC.

/s/ Brandee Barnhill               By: /s/ Robert J. Holmes, Jr.
Witness                            Name:  Robert J. Holmes
                                   Title:  Regional Vice President



                                   TENANT


                                   BAIRNCO CORPORATION

/s/ Paula H. Godbee                By: /s/ James W. Lambert
    Witness                        Name: James W. Lambert
                                   Title:  Corporate Controller
/s/ Larry C. Maingot
    Witness




                   SECOND AMENDMENT TO LEASE

      THIS SECOND AMENDMENT TO LEASE (the "Second Amendment")  is
dated  as  of the 31 day of August, 1999, by and between CRESCENT
RESOURCES,  INC.,  a South Carolina corporation (the  "Landlord")
and BAIRNCO CORPORATION, a Delaware corporation (the "Tenant").

                            RECITALS

      A.   Landlord and Tenant entered into a certain Lease dated
as  of  May 17, 1999 as amended by First Amendment dated May  31,
1999,  (the  "Lease")  with respect to  certain  space  described
therein  as  Suite  432 and located on the fourth  floor  of  the
Crescent at Primera, Building Four.

      B.    Tenant desires to install two satellite communication
dishes  on  the Building and Landlord is willing to  permit  such
installation   in  accordance  with  the  terms  and   conditions
described in this Second Amendment.

                           AMENDMENT

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual  covenants contained herein, Landlord and Tenant do hereby
agree as follows:

           1.   Defined Terms; Recitals.  Except as otherwise set
forth  herein, all terms contained in this Second Amendment shall
have  the  same  meaning  ascribed to them  in  the  Lease.   The
Recitals set forth above are true and correct.

           2.    Telecommunications Equipment.  Tenant shall have
the right to install and maintain on the roof of the Building  or
in  another  location  approved by Landlord  two  (2)  satellite/
microwave   communication  antenna  and  related   cabling   (the
"Equipment")  for  the  purpose  of  transmitting  and  receiving
telecommunication signals.  The location, size, design, color and
style of the Equipment shall be subject to reasonable approval of
Landlord.   Tenant  shall comply with all ordinances,  codes  and
regulations regarding the Equipment and shall obtain all  permits
required therefore.  The cost of installation (including the cost
of Landlord's roofer or engineer to supervise roof penetrations),
operation, maintenance and removal of the Equipment shall be  the
obligation of Tenant including the cost of repair for  damage  to
any   portion  of  the  Building  caused  by  such  installation,
operation,  maintenance or removal.  Upon the expiration  of  the
Lease Term or the earlier termination of this Lease, Tenant shall
promptly  remove  the Equipment and repair  any  portion  of  the
Building  which was altered or damaged in any way  in  connection
with  the installation, operation, maintenance or removal of  the
Equipment.   Tenant  shall indemnify and hold  Landlord  harmless
from  any  and  all  damages, injury, loss, liability,  costs  or
claims resulting from the installation, operation, maintenance or
removal  of  the  equipment, including any injury  to  person  or
damage to the roof or any other part of the Building.

           3.    Binding Effect.  The Lease, as modified by  this
Second Amendment, and all covenants, agreements, exhibits,  terms
and  conditions contained therein, shall remain in full force and
effect  and is hereby ratified and confirmed.  The provisions  of
this Second Amendment shall control any conflicting provisions of
the Lease.

      IN  WITNESS WHEREOF, Landlord and Tenant have executed this
Second Amendment as of the day and year first above written.

                                   LANDLORD

                                   CRESCENT RESOURCES, INC.

/s/ Brandee L. Barnhill            By: /s/Robert J. Holmes, Jr.
    Witness                        Name: Robert J. Holmes, Jr.
                                   Title:  Vice President



                                   TENANT


                                   BAIRNCO CORPORATION

/s/ Larry C. Maingot               By:  /s/ James W. Lambert
    Witness                        Name: James W. Lambert
                                   Title:  Corporate Controller
/s/ Paula H. Godbee
    Witness