Exhibit 10.12

                                 LEASE AGREEMENT



                              TWO PARAGON CENTRE

                                LEASE AGREEMENT




                                BY AND BETWEEN

                  PARAGON CENTRE ASSOCIATES, LLC, AS LANDLORD

                                      AND

                       STRATEGIA CORPORATION, AS TENANT


                              September 24, 1997





                               TABLE OF CONTENTS

                                                                     Page

ARTICLE I                                                               1

ARTICLE II                                                              1
      Section 2.1     Premises                                          1
      Section 2.2     Term                                              2
      Section 2.3     Use                                               2

ARTICLE III                                                             3
      Section 3.1     Rental Payments                                   3
      Section 3.2     Additional Rent                                   3
      Section 3.3     Security Deposit and Prepaid Rent                 5

ARTICLE IV                                                              6
      Section 4.1     Services                                          6
      Section 4.2     Keys and Locks                                    7
      Section 4.3     Graphics and Building Directory                   8

ARTICLE V                                                               8
      Section 5.1     Occupancy of Premises                             8
      Section 5.2     Entry for Repairs and Inspection                  8
      Section 5.3     Hazardous Materials                               8

ARTICLE VI                                                              9
      Section 6.1     Leasehold Improvements                            9
      Section 6.2     Repairs by Landlord                              10
      Section 6.3     Repairs by Tenant                                11
      Section 6.4     Liens                                            11
      Section 6.5     Indemnification                                  11

ARTICLE VII                                                            11
      Section 7.1     Condemnation                                     11
      Section 7.2     Force Majeure                                    12
      Section 7.3     Fire or Other Casualty                           12
      Section 7.4     Insurance                                        13
      Section 7.5     Waiver of Subrogation Rights                     14

ARTICLE VIII                                                           14
      Section 8.1     Default by Tenant                                14
      Section 8.2     Landlord's Remedies                              15
      Section 8.3     Duty to Relet or Mitigate                        16
      Section 8.4     Reentry                                          17
      Section 8.5     Rights of Landlord in Bankruptcy                 17
      Section 8.6     Waiver of Certain Rights                         17
      Section 8.7     NonWaiver                                        17
      Section 8.8     Holding Over                                     17
      Section 8.9     Abandonment of Personal Property                 18
      Section 8.10    Default by Landlord                              18

ARTICLE IX                                                             18
      Section 9.1     Transfers                                        18
      Section 9.2     Assignment by Landlord                           19
      Section 9.3     Limitation of Landlord's Liability               19

ARTICLE X                                                              19
      Section 10.1    Subordination                                    19
      Section 10.2    Estoppel Certificate or Three-Party Agreement    20
      Section 10.3    Notices                                          20

ARTICLE XI                                                             21
      Section 11.1    Right to Relocate Tenant                         21
      Section 11.2    Rights and Remedies Cumulative                   21
      Section 11.3    Legal Interpretation                             21
      Section 11.4    Authority                                        21
      Section 11.5    No Brokers                                       22
      Section 11.6    Consents by Landlord                             22
      Section 11.7    Joint and Several Liability                      22
      Section 11.8    Independent Covenants                            22
      Section 11.9    Attorneys' Fees and Other Expenses               22
      Section 11.10   Recording                                        22
      Section 11.11   Disclaimer; Waiver of Jury Trial                 23
      Section 11.12   No Access to Roof                                23
      Section 11.13   Parking                                          23
      Section 11.14   No Accord or Satisfaction                        23
      Section 11.15   Acceptance                                       24
      Section 11.16   Waiver of Counterclaim                           24
      Section 11.17   Time Is of the Essence                           24
      Section 11.18   Counterparts                                     24
      Section 11.19   Special Stipulations                             24



EXHIBITS

      Exhibit A   - Land
      Exhibit B   - Floor Plan(s) of Premises
      Exhibit C   - Special Stipulations
      Exhibit D   - Commencement Date Agreement
      Exhibit E   - Work Letter Agreement
      Exhibit E-1 - Description of Improvements
      Exhibit F   - Building Rules and Regulations



                              LEASE AGREEMENT

     THIS LEASE AGREEMENT (this "Lease") is made and entered into as of the 
24th day of September, 1997, by and between PARAGON CENTRE ASSOCIATES, LLC 
("Landlord"), whose address is c/o Insignia Commercial Group, Inc., 9100 
Shelbyville Road, Suite 130, Louisville, Kentucky 40222 and STRATEGIA 
CORPORATION, a Kentucky corporation ("Tenant"), whose address is 10301 Linn 
Station Road, Louisville, Kentucky, 40223.  Subject to all of the terms, 
provisions, covenants and conditions of this Lease, and in consideration of 
the mutual covenants, obligations and agreements contained in this Lease, and 
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Landlord and Tenant agree as follows:

                                    ARTICLE I
                             BASIC LEASE PROVISIONS

Landlord, for and in consideration of the rents and all other charges and 
payments hereunder and of the covenants, agreements, terms, provisions and 
conditions to be kept and performed hereunder by Tenant, demises and leases to
Tenant, and Tenant hereby hires and takes from Landlord, the premises 
described below, subject to all matters hereinafter set forth and upon and 
subject to the covenants, agreements, terms, provisions and conditions of 
this Lease for the term hereinafter stated.  For purposes of this Lease, the 
following terms shall have the meanings ascribed to them below:

Base Year shall mean calendar year 1998.

Building shall mean the structure containing approximately 62,882 square feet 
of Rentable Area situated upon the Land (hereinafter defined) commonly known 
as Two Paragon Centre located at 6040 Dutchmans Lane, Louisville, Jefferson 
County, Kentucky 40205, as the same currently exists or as it may from time 
to time hereafter be expanded or modified.

Commencement Date shall mean the earlier of (i) substantial completion of the 
Premises, in accordance with the terms and conditions of Exhibit E attached 
hereto, and adjustments provided therein and (ii) occupancy of the Premises 
by Tenant for business purposes.

Land shall mean that certain tract of land situated in Jefferson County, 
Kentucky, and more particularly described on Exhibit A attached hereto and 
hereby made a part hereof.

Lease Year shall mean each consecutive twelve (12) month period during the 
Term commencing with the Commencement Date.

Prepaid Rent shall mean the amount of $22,031.62 for the first month of the 
Term to be applied pursuant to Section 3.1.

Project shall mean the Building, together with the Land, the parking area 
serving the Building, all other improvements situated on the Land or directly 
benefiting the Building, and all additional facilities or improvements 
directly benefiting the Building that may be constructed in subsequent years.

Term shall mean 72 months.

                                    ARTICLE II.

     Section 2.1      Premises  The Premises demised by this Lease are deemed 
to be 16,023 square feet of Rentable Area (as hereinafter defined) known or 
to be known as Suite 400, on Floor 4 of the Building, together with the 
nonexclusive use of the common areas of the Project (collectively, the 
"Premises").  The Premises are outlined on Exhibit B attached hereto and 
hereby made a part hereof.  All square footage (the "Rentable Area") utilized 
in this Lease has been, or will be as to future space, made by measuring the 
gross area within the inside surface of the outer glass of the exterior walls 
of the Premises, to the mid point of any walls separating portions of the 
Premises from those of adjacent tenants and to the Common Areas or Service 
Areas side of walls separating the Premises from Common Areas and Services 
Areas, subject to the following:  (a) Rentable Area shall not include any 
Service Area; (b) Rentable Area shall include a pro rata portion of the 
Common Areas in the Building, such proration based upon the ratio of the 
Rentable Area within the Premises to the total Rentable Area in the Building, 
both determined without regard to the Common Areas; and (c) Rentable Area 
shall include and columns and/or projection(s) which protrude into the 
Premises and/or the Common Areas. For purposes of the foregoing, "Service 
Areas" shall mean those areas of the Building within the outside walls used 
for elevator mechanical rooms, building stairs, fire towers, elevator shafts, 
flue, vents, stacks, pipe shafts and vertical ducts (but shall not include 
any such areas for the use of any particular tenant); and "Common Areas" 
shall mean those areas of the Building devoted to corridors, elevator foyers, 
atria, restrooms, mechanical rooms, janitorial closets, electrical and 
telephone closets, vending areas and other facilities provided for the common 
use or benefit of tenants generally and/or the public.  For all other 
purposes of this Lease except the foregoing calculation of Rentable Area, the 
term "Common Areas" shall also mean all other areas and facilities, including 
lobbies, parking facilities, sidewalks, landscapings, driveways, restrooms 
and similar improvements, serving the Building and/or the Project.  Unless 
otherwise specifically designated, all references to square footage or square 
feet in this Lease are to Rentable Area.

     Section 2.2     Term.  The Term of this Lease shall begin on the 
Commencement Date and shall continue in full force and effect for the Term of 
this Lease unless extended or sooner terminated in accordance with the 
provisions of this Lease.  After the occurrence of the Commencement Date, 
Tenant and Landlord shall execute a certificate in the form attached hereto 
as Exhibit D stipulating and agreeing to the Commencement Date.  If the 
Commencement Date should be changed for any reason, including a change 
pursuant to the terms of Exhibit E hereto, Landlord shall not be liable or 
responsible for any claims, damages or liabilities in connection therewith or 
by reason thereof.  If Landlord is unable to deliver possession of the 
Premises to Tenant as of the Commencement Date for any reason other than 
pursuant to the terms of Exhibit E hereto, including without limitation the 
holding over of any tenant or occupant of the Premises, then the term 
Commencement Date shall mean such subsequent date upon which Landlord is able 
to deliver possession of the Premises to Tenant, and such failure to deliver 
possession of the Premises on the earlier date shall not constitute a default 
by Landlord hereunder or render Landlord liable for any loss or damage that 
may be incurred as a result of such failure; provided, however, if the 
Commencement Date is on or after the earlier of (i) forty-five days after the 
Premises are completely vacated by the existing tenant or (ii) January 1, 
1998 for any reason within the reasonable control of Landlord, Tenant shall 
have the right to terminate this Lease.

     Section 2.3     Use.  The Premises are to be used only for general 
office purposes and for no other business or purpose without the prior 
written consent of Landlord.  No act shall be done in or about the Premises 
that is unlawful or that will increase the existing rate of insurance on the 
Building.  In the event of a breach of this covenant, Tenant shall 
immediately cease the performance of such unlawful act or such act that is 
increasing or has increased the existing rate of insurance and shall pay to 
Landlord any and all increases in insurance premiums resulting from such 
breach.  Tenant shall not commit or allow to be committed any waste upon the 
Premises, or any public or private nuisance or other act or thing which 
disturbs the quiet enjoyment of any other tenant in the Building.  If any of 
Tenant's office machines or equipment disturb any other tenant in the 
Building, then Tenant shall provide adequate insulation, or take such other 
action as may be necessary to eliminate the noise or disturbance at its sole 
cost and expense.  Tenant shall not, without Landlord's prior consent, 
install any equipment, machine, device, tank or vessel which is subject to 
any federal, state or local permitting requirement.  Tenant, at its expense, 
shall comply with all laws, statutes, ordinances and governmental rules, 
regulations or requirements governing the installation, operation and removal 
of my such equipment, machine, device, tank or vessel.  Tenant, at its 
expense, shall comply with all laws, statutes, ordinances, governmental 
rules, regulations or requirements, relating to its particular or specific 
use, operation or occupancy of the Premises and shall observe such reasonable 
rules and regulations as may be adopted and made available to Tenant by 
Landlord from time to time for the safety, care and cleanliness of the 
Premises or the Building and for the preservation of good order therein, 
provided Landlord uniformly enforces such rules and regulations against all 
tenants of the Project.  The current rules and regulations for the Building 
are attached hereto as Exhibit F.

                                  ARTICLE III.

     Section 3.1     Rental Payments.  (a) Base Rent.  Commencing on the 
Commencement Date and continuing thereafter throughout the Term, Tenant shall 
pay the Base Rent described in this paragraph, which is due and payable each 
Lease Year during the Term hereof in twelve (12) equal installments on the 
first (1st) day of each calendar month during the Term, and Tenant shall make 
such installments to Landlord at Landlord's address specified in this Lease 
(or such other address as may be designated by Landlord from time to time) 
monthly in advance.  Base Rent during the Term shall be as follows:

      Lease       Base Rent Per                  Base Rent        Base Rent
      Year        Rentable Square Foot           Annually         Monthly

      1           $16.50                        $264,379.50       $22,031.62
      2           $17.00                        $272,391.00       $22,699.25
      3-5         $18.00                        $288,414.00       $24,034.50
      6           $18.50                        $296,425.30       $24.702.13

So long as Tenant is not then in default under this Lease, in the event 
Tenant has paid Landlord any Prepaid Rent such Prepaid Rent shall be applied 
to the first (1st) monthly installment of Base Rent due hereunder.

          (b)     Partial Month. If the Commencement Date is other than the 
first (1st) day of a calendar month or if this Lease expires or terminates on 
a day other than the last day of a calendar month, then the installments of 
Base Rent for such month or months shall be prorated based upon multiplying 
the applicable Base Rent by a fraction, the numerator of which shall be the 
number of days of the Term occurring during said commencement or termination 
month, as the case may be, and the denominator of which shall be the number of
days in such month.

          (c)     Payment; Late Charge; Past Due Rate. The Base Rent, the 
Additional Rent (hereinafter defined), any Prepaid Rent and any and all other 
payments which Tenant is obligated to make to Landlord under this Lease shall 
constitute and are sometimes hereinafter collectively referred to as "Rent".  
Tenant shall pay all Rent and other sums of money as shall become due from 
and payable by Tenant to Landlord in lawful money of the United States of 
America at the times and in the manner provided in this Lease, without 
demand, deduction, abatement, setoff, counterclaim or prior notice.  Tenant 
hereby acknowledges that late payment to Landlord of Rent or other sums due 
hereunder will cause Landlord to incur costs not contemplated by this Lease, 
the exact amount of which will be extremely difficult to ascertain.  If any 
Rent or other sum due from Tenant is not received on or before five (5) days 
after its due date, then Tenant shall pay to Landlord immediately upon 
Landlord's demand therefor a late charge in an amount equal to five percent 
(5%) of such overdue amount, plus any attorneys' fees and costs incurred by 
Landlord by reason of Tenant's failure to pay Rent and other charges when due 
hereunder.  Additionally, all Rent under this Lease shall bear interest from 
the date, which is five (5) days after it is due until paid at the lesser of 
eighteen percent (18%) per annum or the maximum nonusurious rate of interest 
then permitted by the applicable laws of the state in which the Building is 
located or the United States of America, whichever shall permit the higher 
nonusurious rate, such interest being in addition to and cumulative of any 
other rights and remedies which Landlord may have with regard to the failure 
of Tenant to make any such payments under this Lease.

     Section 3.2     Additional Rent.  (a) Definitions:

          (i)     "Base Operating Expenses" means Operating Expenses 
(hereinafter defined) for the Base Year.

         (ii)     "Operating Expenses" means all expenses, costs and 
disbursements of every kind and nature relating to or incurred or paid in 
connection with the ownership and operation of the Project, computed on an 
accrual basis in accordance with generally accepted accounting principles 
consistently applied, including but not limited to the following:

                  (A)     wages and salaries of all persons engaged in the 
operation, maintenance, security or access control of the Project, including 
all taxes, insurance and benefits relating thereto;

                  (B)     the cost of all supplies, tools, equipment and 
materials used in the operation and maintenance of the Project, including 
rental fees for the same, if such items are not purchased and amortized 
pursuant to this Section 3.2 below;

                  (C)     the cost of all utilities for the Project, 
including but not limited to the cost of water and power, heating, lighting, 
air conditioning and ventilating (excluding those costs billed to specific 
tenants) of the Building and Project;

                  (D)     the cost of all maintenance and service agreements 
for the Project and the equipment therein, including but not limited to alarm 
service, security service, access control, landscaping, window cleaning, pest 
control, elevator maintenance and janitorial service;

                  (E)     the cost of repairs and general maintenance, 
excluding (y) repairs and general maintenance paid by proceeds of insurance, 
by Tenant or by other third parties, and (z) alterations attributable solely 
to tenants of the Building;

                  (F)     amortization (together with reasonable financing 
charges) of the cost of capital investment items which are installed for the 
purpose of reducing operating expenses, promoting safety, complying with 
governmental requirements or maintaining the quality of the Building;

                  (G)     the cost of all insurance relating to the Project, 
including, but not limited to, the cost of property insurance, casualty, 
rental loss and liability insurance applicable to the Project and Landlord's 
personal property used in connection therewith and the cost of deductibles 
paid on claims made by Landlord;

                  (H)     all property management fees for the Project; and

                  (I)     All taxes, assessments and governmental charges, 
whether or not directly paid by Landlord, whether federal, state, county or 
municipal and whether they are imposed by taxing districts or authorities 
currently taxing the Project or by others subsequently created or otherwise, 
and any other taxes and assessments, assessed against or attributable to the 
Project or its operation, excluding, however, federal and state taxes on 
income, death taxes, franchise taxes and any taxes imposed or measured on or 
by the income of Landlord from the operation of the Project or imposed in 
connection with any change of ownership of the Project together with the 
reasonable cost (including attorneys, consultants and appraisers) of any 
negotiation, contest or appeal pursued by Landlord in an effort to reduce any 
such tax, assessment or charge, and all of Landlord's administrative costs in 
relation to the foregoing ("Real Estate Taxes"); provided, however, that if 
at any time during the Term the present method of taxation or assessment 
shall be so changed that the whole or any part of the taxes, assessments, 
levies, impositions or charges now levied, assessed or imposed on real estate 
and the improvements thereof shall be changed and as a substitute therefor, or
in lieu of or in addition thereto, taxes, assessments, levies, impositions or 
charges shall be levied, assessed or imposed wholly or partially as a capital 
levy or otherwise on the rents received from the Project or the rents 
reserved herein or any part thereof, then such substitute or additional 
taxes, assessments, levies, impositions or charges, to the extent so levied, 
assessed or imposed, shall be deemed to be included within the Real Estate 
Taxes to the extent that such substitute or additional tax would be payable 
if the Project were the only property of the Landlord subject to such tax.

        (iii)     "Adjustment Period" means each calendar year occurring 
during the Term beginning with calendar year 1999, which shall be the first 
Adjustment Period.

         (iv)     "Tenant's Pro Rata Share" means the percentage calculated 
by dividing the Rentable Area of the Premises (numerator) by the Rentable 
Area of the Building (denominator), and expressing the fraction as a 
percentage.  Tenant's Pro Rata Share shall be 25.48%.

     (b)     Gross-Up Adjustment.  If the Building is less than fully 
occupied during the Base Year or any Adjustment Period, then Operating 
Expenses for the Base Year or such Adjustment Period shall be "grossed up" by 
Landlord to that amount of Operating Expenses that, using reasonable 
projections, would normally be expected to be incurred during the Base Year 
or Adjustment Period if the Building was ninety-five percent (95%) occupied 
during the Base Year or Adjustment Period, as determined under generally 
accepted accounting principles consistently applied.

     (c)     Payment by Tenant.  If the Operating Expenses for any Adjustment 
Period exceed the of Base Operating Expenses (any such excess being known 
collectively as the "Expense Increase"), then Tenant agrees to pay Landlord 
as additional rent (the "Additional Rent") Tenant's Pro Rata Share of the 
Expense Increase.

     (d)     Manner of Payment.

          (i)     Landlord may give Tenant notice of Landlord's reasonable 
estimate of amounts payable under this Section 3.2 for each Adjustment Period 
based upon generally accepted accounting principles consistently applied.  By 
the first day of each month during the Adjustment Period, Tenant shall pay 
Landlord one-twelfth (1/12th) of the estimated amount.  If for any reason the 
estimate is not given before the Adjustment Period begins, Tenant shall 
continue to pay on the basis of the previous year's estimate, if any, until 
the month after the new estimate is given.

         (ii)     Within one hundred twenty (120) days after each Adjustment 
Period ends, or as soon thereafter as reasonably practical, Landlord shall 
give Tenant a statement (the "Statement") showing the: (A) actual Operating 
Expenses for the Adjustment Period; (B) Base Operating Expenses; (C) the 
Expense Increase for the Adjustment Period; (D) the amount of Tenant's Pro 
Rata Share of the Expense Increase; (E) the amount, if any, paid by Tenant 
during the Adjustment Period towards the Expense Increase; and (F) the amount 
Tenant owes towards the Expense Increase or the amount Landlord owes as a 
refund.  Delay by Landlord in providing to Tenant any Statement shall not 
relieve Tenant from the obligation to pay any Expense Increase upon the 
rendering of such Statements.

        (iii)     If the Statement shows that the actual amount Tenant owes 
for the Adjustment Period is less than any estimated Expense Increase paid by 
Tenant during the Adjustment Period, Landlord shall return the difference 
(the "Overpayment").  If the Statement shows that the actual amount Tenant 
owes is more than any estimated Expense Increase paid by Tenant during the 
Adjustment Period, Tenant shall pay the difference (the "Underpayment").  The 
Overpayment or Underpayment shall be paid within thirty (30) days after the 
Statement is delivered to Tenant.

         (iv)     During any Adjustment Period in which this Lease is not in 
effect for a complete calendar year, unless it was ended due to Tenant's 
default, Tenant's obligation for Additional Rent for those Adjustment Periods 
shall be prorated by multiplying the Additional Rent for the Adjustment 
Period by a fraction expressed as a percentage, the numerator of which is the 
number of days of the Adjustment Period included in the Term and the 
denominator of which is 365.

     Section 3.3      Security Deposit and Prepaid Rent.  As security for its 
full and faithful performance of this Lease, Tenant shall pay Landlord a 
security deposit of Twenty Four Thousand Seven Hundred Two and 13/100 Dollars 
($24,702.13) upon execution of this Lease (the "Security Deposit").  If 
Tenant defaults with respect to any covenant or condition of this Lease, 
including but not limited to the payment of Rent or any other payment due 
under this Lease, Landlord may apply all or any part of the Security Deposit 
to the payment of any sum in default or any other sum which Landlord may be 
required to or deem necessary to spend or incur by reason of Tenant's 
default.  In such event, Tenant shall, upon demand, deposit with Landlord the 
amount so applied to replenish the Security Deposit.  Within thirty (30) days 
of the expiration or sooner termination of this Lease, Landlord will refund 
Tenant the Security Deposit less any amounts necessary to cure any default of 
Tenant under this Lease.

                                   ARTICLE IV.

     Section 4.1     Services.  (a)  Services Provided. So long as no default 
by Tenant under this Lease has occurred and is continuing, Landlord shall 
furnish to Tenant while Tenant is occupying the Premises:

          (i)     Hot and cold domestic water in common use restrooms and 
toilets in locations provided for general use and as reasonably deemed by 
Landlord to be in keeping with the Project standards.

         (ii)     Heating and air conditioning in season from 7:00 a.m. to 
7:00 p.m. on Monday through Friday and 8:00 a.m. to 2:00 p.m. on Saturday, 
excluding the hereinafter defined Holidays, subject to curtailment as 
required by governmental laws, rules or regulations, in such amounts as are 
considered by Landlord to be standard, but such service at times during 
weekdays other than the hours stated above, and on Saturdays, Sundays and 
Holidays, shall be furnished only upon request of Tenant, and for such 
service Tenant shall pay Landlord upon demand an amount equal to the 
reasonable rate Landlord at that time is charging for such service.

        (iii)     Electric lighting service for all public areas and special 
service areas of the Building in the manner and to the extent deemed by 
Landlord to be standard.

         (iv)     Janitor service on a five (5) day week basis in a manner 
considered by Landlord to be standard; provided, however, if Tenant's floor 
coverings or other improvements require special care, Tenant shall pay the 
additional cleaning cost attributable thereto.

          (v)     Access control for the Project comparable as to coverage, 
control and responsiveness (but not necessarily as to means for accomplishing 
same) to other similarly situated multi-tenant office buildings in the 
vicinity; provided, however, Landlord shall have no responsibility to 
prevent, and shall not be liable to Tenant for, any liability or loss to 
Tenant, its agents, employees and visitors arising out of losses due to 
theft, burglary, or damage or injury to persons or property caused by persons 
gaining access to the Premises, and Tenant hereby releases Landlord from all 
liability for such losses, damages or injury.

         (vi)     Sufficient electrical capacity to operate (i) incandescent 
lights, typewriters, calculating machines, photocopying machines, personal 
computers and desk top printers and other machines of similar low voltage 
electrical consumption (120/208 volts), provided that the total rated 
electrical design load for said lighting and machines of low electrical 
voltage shall not exceed two (2.00) watts per square foot of rentable area; 
and (ii) lighting and equipment of high voltage electrical consumption 
(277/480 volts), provided that the total rated electrical design load for 
said lighting and equipment of high electrical voltage shall not exceed two 
(2.00) watts per square foot of rentable area (each such rated electrical 
design load to be hereinafter referred to as the "Building standard rated 
electrical design load").  Tenant shall be allocated Tenant's pro rata share 
of the Building standard circuits provided on the floor(s) Tenant occupies.

          Should Tenant's fully connected electrical design load exceed the 
Building standard rated electrical design load for either low or high voltage 
electrical consumption, or if Tenant's electrical design requires low voltage 
or high voltage circuits in excess of Tenant's share of the Building standard 
circuits, Landlord will (at Tenant's expense) install one (1) additional high 
voltage panel and/or one (1) additional low voltage panel with associated 
transformer, space for which has been provided in the base building 
electrical closets based on a maximum of two (2) such additional panels per 
floor for all tenants on the floor (which additional panels and transformers 
shall be hereinafter referred to as the "additional electrical equipment").  
If the additional electrical equipment is installed because Tenant's low or 
high voltage rated electrical design load exceeds the applicable Building 
standard rated electrical design load, then a meter shall also be added (at 
Tenant's expense) to measure the electricity used through the additional 
electrical equipment.

          The design and installation of any additional electrical equipment 
(or related meter) required by Tenant shall be subject to the prior approval 
of Landlord (which approval shall not be unreasonably withheld).  All 
reasonable Out-of-pocket expenses incurred by Landlord in connection with the 
review and approval of any additional electrical equipment shall also be 
reimbursed to Landlord by Tenant.  Tenant shall also pay on demand the actual 
metered cost of electricity consumed through the additional electrical 
equipment (if applicable).

          If any of Tenant's electrical equipment requires conditioned air in 
excess of Building standard air conditioning, the same shall be installed by 
Landlord (on Tenant's behalf), and Tenant shall pay all design, installation, 
metering and operating costs relating thereto.

          If Tenant requires that certain areas within the Premises must 
operate in excess of the normal Building operating hours set forth above, the 
electrical service to such areas shall be separately circuited and metered 
such that Tenant shall be billed the costs associated with electricity 
consumed during hours other than Building operating hours.

        (vii)     All fluorescent bulb and ballast replacement for Building 
standard lighting in all areas and all incandescent bulb replacement in 
public areas, toilet and restroom areas and stairwells.

       (viii)     Nonexclusive operatorless passenger elevator service to the 
Premises twenty-four (24) hours per day; provided, that Landlord may 
reasonably limit the number of elevators in operation on weekdays after the 
hours stated in subsection (ii) above and on Sundays and Holidays.

     (b)     Cessation of Services.  To the extent the services described in
Section 4.l(a) of this Lease require electricity, gas and water supplied by 
public utilities, Landlord's covenants thereunder shall only impose on 
Landlord the obligation to use its best efforts to cause the applicable 
public utilities to furnish the same.  Failure by Landlord to furnish the 
services described in this Section 4.1, as a result of the failure by public 
utilities or any other cause not within Landlord's reasonable control, to any 
extent, or any cessation thereof, shall not render Landlord in default 
hereunder or liable in any respect for damages to either person or property, 
or be construed as an eviction of Tenant, or work an abatement of Rent, or 
relieve Tenant from fulfillment of any covenant or agreement hereof.  In 
addition to the foregoing, should any of the equipment or machinery break 
down, cease to function properly for any cause, or be intentionally turned 
off for testing or maintenance purposes, Tenant shall have no claim for 
abatement or reduction of Rent or damages on account of an interruption in 
service occasioned thereby or resulting therefrom; except as caused by 
Landlord's negligence or willful misconduct, provided, however, Landlord 
agrees to use diligent efforts to repair said equipment or machinery and to 
restore said services as soon as reasonably possible.

     (c)     Holidays. The following dates shall collectively be known as 
"Holiday" and individually known as a "Holiday":  New Year's Day; Memorial 
Day; Independence Day; Labor Day; Thanksgiving Day; Friday following 
Thanksgiving Day; Christmas Day; and any other holiday recognized and taken 
by tenants occupying at least one-half (1/2) of the rentable area of office 
space of the Building.  If in the case of any Holiday, a different day shall 
be observed than the respective day above-described, then that day which 
constitutes the day observed by national banks in the city or proximate area 
in which the Building is located, on account of such Holiday, shall 
constitute the Holiday under this Lease.

     Section 4.2     Keys and Locks.  Landlord shall initially furnish Tenant 
with keys for the standard corridor doors serving the Premises.  Additional 
keys will be furnished by Landlord upon an order signed by Tenant and at 
Tenant's expense.  All such keys shall remain the property of Landlord.  
Without the prior written consent of Landlord, no additional locks shall be 
allowed on any door of the Premises, and Tenant shall not make or permit to 
be made any duplicate keys, except those furnished by Landlord.  Upon 
termination or expiration of this Lease or a termination of possession of the 
Premises by Tenant, Tenant shall surrender to Landlord all keys to any locks 
on doors entering or within the Premises.

     Section 4.3     Graphics and Building Directory.  Landlord shall provide 
and install, at Tenant's expense to be paid for through the Allowance (as 
hereinafter defined), all letters or numerals at the entrance to the 
Premises, and a strip containing a listing of Tenant's name on the Building 
directory board to be placed in the main lobby of the Building.  All such 
letters and numerals shall be in Building standard graphics.  Landlord shall 
not be liable for any inconvenience or damage occurring as a result of any 
error or omission in any directory or graphics.  No signs, numerals, letters 
or other graphics shall be used or installed by Tenant on the exterior of, or 
which may be visible from outside, the Premises, unless approved in writing by
Landlord.

                                   ARTICLE V.

     Section 5.1     Occupancy of Premises.  Tenant shall throughout the Term 
of this Lease, at its own expense, maintain the Premises and all improvements 
thereon and keep them free from waste, damage or nuisance, and shall deliver 
up the Premises in a clean and sanitary condition at the expiration or 
termination of this Lease or the termination of Tenant's right to occupy the 
Premises by Tenant, in good repair and condition, reasonable wear and tear, 
damage by fire or other casualty excepted.  In the event Tenant should 
neglect to maintain and/or return the Premises in such manner, Landlord shall 
have the right, but not the obligation, to cause repairs or corrections to be 
made, and any reasonable costs therefor shall be payable by Tenant to 
Landlord within ten (10) days of demand therefor by Landlord.  Upon the 
expiration or termination of this Lease or the termination of Tenant's right 
to occupy the Premises by Tenant, Landlord shall have the right to reenter 
and resume possession of the Premises.  No act or thing done by Landlord or 
any of Landlord's agents (hereinafter defined) during the Term of the Lease 
shall be deemed an acceptance of a surrender of the Premises, and no 
agreement to accept a surrender of the Premises shall be valid unless the 
same be made in writing and executed by Landlord.  Tenant shall notify 
Landlord at least fifteen (15) days prior to vacating the Premises and shall 
arrange to meet with Landlord for a joint inspection of the Premises.  If 
Tenant fails to give such notice or to arrange for such inspection, then 
Landlord's inspection of the Premises shall be deemed correct for the purpose 
of determining Tenant's responsibility for repair and restoration of the 
Premises.

     Section 5.2     Entry for Repairs and Inspection.  Tenant shall permit 
Landlord and its agents to enter the Premises at all reasonable times to 
inspect the same; to show the Premises to prospective tenants (within twelve 
(12) months of the expiration of the Term of this Lease), or interested 
parties such as prospective lenders and purchasers; to exercise its rights 
under this Lease; to clean, repair, alter or improve the Premises or the 
Building; to discharge Tenant's obligations when Tenant has failed to do so 
within the time required under this Lease or within any applicable grace and 
cure period, after written notice from Landlord, whichever is earlier; to 
post "For Sale" signs at any time and to place "For Lease" signs upon or 
adjacent to the Building or the Premises at any time within twelve (12) 
months of the expiration of the Term of this Lease.  Tenant shall permit 
Landlord and its agents to enter the Premises at any time in the event of an 
emergency.  When reasonably necessary for repairs and emergencies, Landlord 
may temporarily close entrances, doors, corridors, elevators or other 
facilities without liability to Tenant by reason of such closure.

     Section 5.3     Hazardous Materials 

               (a)     As used in this Lease, the term "Hazardous Materials", 
shall mean and include any substance that is or contains petroleum, asbestos, 
polychlorinated biphenyls, lead, or any other substance, material or waste 
which is now or is hereafter classified or considered to be hazardous or 
toxic under any federal, state or local law, rule, regulation or ordinance 
relating to pollution or the protection or regulation of human health, 
natural resources or the environment (collectively "Environmental Laws") or 
poses or threatens to pose a hazard to the health or safety of persons on the 
Premises or any adjacent property.

               (b)     Tenant agrees that during its use and occupancy of the 
Premises it will not permit Hazardous Materials to be present on or about the 
Premises except in a manner and quantity necessary for the ordinary 
performance of Tenant's business and that it will comply with all 
Environmental Laws relating to Tenant's use, storage or disposal of any such 
Hazardous Materials.

               (c)     If Tenant's use of Hazardous Materials on or about the 
Premises results in a release, discharge or disposal of Hazardous Materials 
on, in, at, under, or emanating from, the Premises or the property in which 
the Premises are located, Tenant agrees to investigate, clean up, remove or 
remediate such Hazardous Materials in full compliance with (a) the 
requirements of (i) all Environmental Laws and (ii) any governmental agency 
or authority responsible for the enforcement of any Environmental Laws; and 
(b) any additional requirements of Landlord that are reasonably necessary to 
protect the value of the Premises or the property in which the Premises are 
located. Landlord shall also have the right, but not the obligation, to take 
whatever action with respect to any such Hazardous Materials that it deems 
reasonably necessary to protect the value of the Premises or the property in 
which the Premises are located.  All costs and expenses paid or incurred by 
Landlord in the exercise of such right shall be payable by Tenant upon 
demand.

               (d)     Upon reasonable notice to Tenant, Landlord may inspect 
the Premises for the purpose of determining whether there exists on the 
Premises any Hazardous Materials or other condition or activity that is in 
violation of the requirements of this Lease or of any Environmental Laws.  
The right granted to Landlord herein to perform inspections shall not create 
a duty on Landlord's part to inspect the Premises, or liability on the part 
of Landlord for Tenant's use, storage or disposal of Hazardous Materials, it 
being understood that Tenant shall be solely responsible for all liability in 
connection therewith.

               (e)     Tenant shall surrender the Premises to Landlord upon 
the expiration or earlier termination of this Lease free of debris, waste or 
Hazardous Materials placed on or about the Premises by Tenant or its agents, 
employees, contractors or invitees.

               (f)     Tenant agrees to indemnify and hold harmless Landlord 
from and against any and all claims, losses (including, without limitation, 
loss in value of the Premises or the property in which the Premises are 
located), liabilities and expenses (including reasonable attorney's fees) 
sustained by Landlord attributable to (i) any Hazardous Materials placed on 
or about the Premises by Tenant or its agents, employees, contractors or 
invitees or (ii) Tenant's breach of any provision of this Section.

               (g)     The provisions of this Section shall survive with 
respect to claims made by Landlord against Tenant for a period of one (1) 
year after the expiration or earlier termination of this Lease.

                                    ARTICLE VI.

     Section 6.1     Leasehold Improvements.  (a) Acceptance of Premises. 
Tenant has made a complete inspection of the Premises and shall accept the 
Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" 
condition on the Commencement Date without recourse to Landlord, subject to 
the terms of Exhibit E attached hereto and hereby made a part hereof.  Except 
as expressly provided in this Lease or in Exhibit E attached hereto, Landlord 
shall have no obligation to furnish, equip or improve the Premises or the 
Project.  Except for those items, if any, set forth a punch list to be 
executed by Landlord and Tenant prior to Tenant's possession of the Premises, 
the taking of possession of the Premises by Tenant shall be conclusive 
evidence against Tenant that (i) Tenant accepts the Premises and the Project 
as being suitable for its intended purpose and in a good and satisfactory 
condition, (ii) acknowledges that the Premises and the Project comply fully 
with Landlord's covenants and obligations under this Lease and (iii) waives 
any defects in the Premises and its appurtenances and in all other parts of 
the Project.

     (b)     Improvements and Alterations.  Tenant shall not make or allow to 
be made (except as otherwise provided in this Lease) any improvements, 
alterations or physical additions (including fixtures) in or to the Premises 
or the Project, without first obtaining the written consent of Landlord, 
including Landlord's written approval of Tenant's contractor(s) and of the 
plans, working drawings and specifications relating thereto.  Approval by 
Landlord of any of Tenant's drawings and plans and specifications prepared in 
connection with any alterations, improvements, modifications or additions to 
the Premises or the Project shall not constitute a representation or warranty 
of Landlord as to the adequacy or sufficiency of such drawings, plans and 
specifications, or alterations, improvements, modifications or additions to 
which they relate, for any use, purpose or conditions, but such approval 
shall merely be the consent of Landlord as required hereunder.  Except as 
otherwise expressly provided in Exhibit E attached hereto, any and all 
furnishing, equipping and improving of or other alteration and addition to 
the Premises shall be:  (i) made at Tenant's sole cost, risk and expense, and 
Tenant shall pay for Landlord's actual costs incurred in connection with and 
as a result of such alterations or additions; (ii) performed in a prompt, 
good and workmanlike manner with labor and materials of such quality as 
Landlord may reasonably require; (iii) constructed in accordance with all 
plans and specifications approved in writing by Landlord prior to the 
commencement of any such work; (iv) prosecuted diligently and continuously to 
completion so as to minimize interference with the normal business operations 
of other tenants in the Building, the performance of Landlord's obligations 
under this Lease or any mortgage or ground lease covering or affecting all or 
any part of the Building or the Land and any work being done by contractors 
engaged by Landlord with respect to or in connection with the Building; and 
(v) performed by contractors approved in writing by Landlord.  Tenant shall 
have no (and hereby waives all) rights to payment or compensation for any 
such item.  Tenant shall notify Landlord upon completion of such alterations, 
improvements, modifications or additions and Landlord shall inspect same for 
workmanship and compliance with the approved plans and specifications.  
Tenant and its contractors shall comply with all reasonable requirements 
Landlord may impose on Tenant or its contractors with respect to such work 
(including but not limited to, insurance, indemnity and bonding 
requirements), and shall deliver to Landlord a complete copy of the 
"as-built" or final plans and specifications for all alterations or physical 
additions so made in or to the Premises within thirty (30) days of completing 
the work. Tenant shall not place safes, vaults, filing cabinets or systems, 
libraries or other heavy furniture or equipment within the Premises without 
Landlord's prior written consent.

     (c)     Title to Alterations.  All alterations, physical additions, 
modifications or improvements in or to the Premises (including fixtures) 
shall, when made, become the property of Landlord and shall be surrendered to 
Landlord upon termination or expiration of this Lease or termination of 
Tenant's right to occupy the Premises, whether by lapse of time or otherwise, 
without any payment, reimbursement or compensation therefor; provided, 
however, that Tenant shall retain title to and shall remove from the Premises 
movable equipment or furniture owned by Tenant and Tenant repairs any damage 
caused thereby and Tenant returns the Premises to their preexisting 
condition.  Notwithstanding any of the foregoing to the contrary, Landlord 
may require Tenant, by written notice to Tenant with respect to any 
improvements, alterations, or physical additions approved by Landlord 
pursuant to subparagraph (b) above by written notice to Tenant at the time 
Landlord gives such approval, to remove all alterations, additions or 
improvements to the Premises including, without limitation, any cabling or 
other computer, satellite or telecommunications equipment or hardware, 
whether or not such alterations, additions, or improvements are located in 
the Premises upon the expiration or earlier termination of this Lease or the 
termination of Tenant's right to possession of the Premises and restore the 
same to Building standard condition, reasonable wear and tear excepted.  The 
rights conferred to Landlord under this Section 6.1(c) shall be in addition 
to (and not in conflict with) any other rights conferred on Landlord by this 
Lease, in equity or at law.

     (d)     Personal Property Taxes; Sales, Use and Excise Taxes.  Tenant 
shall be responsible for and shall pay ad valorem taxes and other taxes, 
assessments or charges levied upon or applicable to Tenant's personal 
property, the value of Tenant's leasehold improvements in the Premises in 
excess of Building standard (and if the taxing authorities do not separately 
assess Tenant's leasehold improvements, Landlord may make a reasonable 
allocation of the taxes assessed on the Project to give effect to this 
Section 6.1(d)) and all license fees and other fees or charges imposed on the 
business conducted by Tenant on the Premises before such taxes, assessments, 
charges or fees become delinquent.  All work to be performed by Landlord 
pursuant to Exhibit E shall be deemed to be Building standard.

     Section 6.2     Repairs by Landlord.  All repairs, alterations or 
additions that affect the Project's structural components or major 
mechanical, electrical or plumbing systems shall be made by Landlord or its 
contractors only, and, in the case of any damage to such components or 
systems caused by Tenant or Tenant's agents, shall be paid for by Tenant in 
an amount equal to Landlord's costs plus fifteen percent (15%) as an overhead 
expense.  Landlord shall also repair and maintain all landscaping, parking 
areas and other Common Areas of the Project.  Unless otherwise provided 
herein and on Exhibit E hereto, Landlord shall not be required to make any 
improvements to or repairs of any kind or character to the leasehold 
improvements located in the Premises during the Term, except such repairs as 
Landlord deems necessary for normal maintenance operations of the Building.

     Section 6.3     Repairs by Tenant.  Subject to Section 6.2 of this 
Lease, Tenant shall be responsible, at its own cost and expense, for all 
repair or replacement of any damage to the leasehold improvements in the 
Premises, together with any damage to the Project or any part thereof caused 
by Tenant or any of Tenant's agents.  Except insofar as Landlord is expressly 
obligated under this Lease to maintain and repair the Building, in addition 
to the maintenance and repair obligations of Tenant otherwise expressly set 
forth in this Lease, Tenant is also obligated to perform, at Tenant's own 
cost and expense and risk, all other maintenance and repairs necessary or 
appropriate to cause the Premises to be maintained in good condition and 
suitable for Tenant's intended commercial purpose.

     Section 6.4     Liens.  Tenant shall keep the Premises and the Building 
free from any liens, including but not limited to liens filed against the 
Premises by any governmental agency, authority or organization, arising out 
of any work performed, materials ordered or obligations incurred by or on 
behalf of Tenant, and Tenant hereby agrees to indemnify and hold Landlord, 
its agents, employees, independent contractors, officers, directors, 
partners, and shareholders harmless from any liability, cost or expense for 
such liens. Tenant shall cause any such lien imposed to be released of record 
by payment or posting of the proper bond acceptable to Landlord within twenty 
(20) days after the earlier of imposition of the lien or written request by 
Landlord.  Tenant shall give Landlord written notice of Tenant's intention to 
perform work on the Premises which might result in any claim of lien, at 
least ten (10) days prior to the commencement of such work to enable Landlord 
to post and record a notice of nonresponsibility or other notice deemed 
proper before commencement of any such work.  If Tenant fails to remove any 
lien within the prescribed twenty (20) day period, then Landlord may do so at 
Tenant's expense and Tenant's reimbursement to Landlord for such amount, 
including attorneys' fees and costs, shall be deemed Additional Rent.  Tenant 
shall have no power to do any act or make any contract which may create or be 
the foundation for any lien, mortgage or other encumbrance upon the reversion 
or other estate of Landlord, or of any interest of Landlord in the Premises.

     Section 6.5     Indemnification.  Tenant shall defend, indemnify and 
hold harmless Landlord, its agents, employees, officers, directors, partners 
and shareholders ("Landlord's Related Parties") from and against any and all 
liabilities, judgments, demands, causes of action, claims, losses, damages, 
costs and expenses, including reasonable attorneys' fees and costs, arising 
out of the willful misconduct or negligence of, Tenant, its officers, 
contractors, licensees, agents, servants, employees, guests, invitees, or 
visitors in connection with the use, occupancy, conduct, operation, or 
management of the Premises or arising from any breach or default under this 
Lease by Tenant.  This indemnification shall survive with respect to claims 
made by Landlord against Tenant for a period of one (1) year after the 
termination or expiration of this Lease.  This provision shall not be 
construed to make Tenant responsible for loss, damage, liability or expense 
resulting from injuries to third parties caused by the negligence or willful 
misconduct of Landlord, or its officers, contractors, licensees, agents, 
servants, employees, guests, visitors or invitees.

                                 ARTICLE VII.

     Section 7.1     Condemnation.  (a) Total Taking. In the event of a taking 
or damage related to the exercise of the power of eminent domain, by any 
agency, authority, public utility, person, corporation or entity empowered to 
condemn property (including without limitation a voluntary conveyance by 
Landlord in lieu of such taking or condemnation) (individually, a "Taking") of 
(i) the entire Premises, (ii) so much of the Premises as to prevent or 
substantially impair its use by Tenant during the Term of this Lease or (iii) 
portions of the Building or Project required for reasonable access to, or 
reasonable use of, the Premises (individually, a "Total Taking"), the rights of
Tenant under this Lease and the leasehold estate of Tenant in and to the 
Premises shall cease and terminate as of the date upon which title to the 
property taken passes to and vests in the condemnor or the effective date of 
any order for possession if issued prior to the date title vests in the 
condemnor ("Date of Taking").

          (b)     Partial Taking.  In the event of a Taking of only a part of 
the Premises or of a part of the Project which does not constitute a Total 
Taking during the Term of this Lease (individually, a "Partial Taking"), the 
rights of Tenant under this Lease and the leasehold estate of Tenant in and to 
the portion of the property taken shall cease and terminate as of the Date of 
Taking, and an equitable adjustment to the Rent shall be made based upon the 
reduced area of the Premises or in the case where only a part of the Project 
but no part of the Premises is taken, based upon the reduction in beneficial 
use of the Premises to Tenant for its intended business use.

          (c)     Termination by Landlord.  In the event of a Taking of the 
Building (other than the Premises) such that, in Landlord's reasonable opinion,
the Building cannot be restored in a manner that makes its continued operation 
practically or economically feasible, Landlord may terminate this Lease by 
giving notice to Tenant within ninety (90) days after the date notice of such 
Taking is received by Landlord.

          (d)     Rent Adjustment.  If this Lease is terminated pursuant to 
this Section 7.1, Landlord shall refund to Tenant any prepaid unaccrued Rent 
and any other sums due and owing to Tenant (less any sums then due and owing 
Landlord by Tenant), and Tenant shall pay to Landlord any remaining sums due 
and owing Landlord under this Lease, each prorated as of the Date of Taking 
where applicable.

          (e)     Repair.  If this Lease is not terminated as provided for in 
this Section 7.1, then Landlord at its expense shall promptly repair and 
restore the Building, Project and/or the Premises to approximately the same 
condition that existed at the time Tenant entered into possession of the 
Premises, wear and tear excepted (and Landlord shall have no obligation to 
repair or restore Tenant's improvements to the Premises or Tenant's Property), 
except for the part taken, so as to render the Building or Project as complete 
an architectural unit as practical, but only to the extent of the condemnation 
award received by Landlord for the damage.

          (f)     Awards and Damages.  Landlord reserves all rights to damages 
and awards paid because of any Partial or Total Taking of the Premises or the 
Project. Tenant assigns to Landlord any right Tenant may have to the damages or
award. Further, Tenant shall not make claims against Landlord or the condemning
authority for damages.  Notwithstanding, Tenant may claim and recover from the 
condemning authority a separate award for Tenant's moving expenses, business 
dislocation damages, Tenant's Property and any other award that would not 
reduce the award payable to Landlord.

     Section 7.2     Force Majeure.  Neither Landlord nor Tenant shall be 
required to perform any term, provision, agreement, condition or covenant in 
this Lease (other than the obligations of Tenant to pay Rent as provided 
herein) so long as such performance is delayed or prevented by "Force Majeure",
which shall mean acts of God, strikes, injunctions, lockouts, material or labor
restrictions by any governmental authority, civil riots, floods, fire, theft, 
public enemy, insurrection, war, court order, requisition or order of 
governmental body or authority, and any other cause not reasonably within the 
control of Landlord or Tenant and which by the exercise of due diligence 
Landlord or Tenant is unable, wholly or in part, to prevent or overcome. 
Neither Landlord nor any mortgagee shall be liable or responsible to Tenant for
any loss or damage to any property or person occasioned by any Force Majeure, 
or for any damage or inconvenience which may arise through repair or alteration
of any part of the Project as a result of any Force Majeure.

     Section 7.3     Fire or Other Casualty.  (a) Damage.  If any portion of 
the Premises shall be destroyed or damaged by fire or any other casualty, 
Tenant shall immediately give notice thereof to Landlord.  If any portion of 
the Premises or Project shall be destroyed or damaged by fire or any other 
casualty then, at the option of Landlord, (i) Landlord may restore and repair 
the portion of the Premises or Project damaged and, if the Premises are 
rendered untenantable in whole or in part by reason of such casualty as 
determined by Landlord, Tenant shall be entitled to an equitable abatement of 
the Rent hereunder until such time as the damaged portion of the Premises 
(exclusive of any of Tenant's Property or Tenant's improvements) are repaired 
or restored by Landlord to the extent required hereby or (ii) Landlord may 
terminate this Lease whereupon all Rent accrued up to the time of such 
termination and any other sums due and owing shall be paid by Tenant to 
Landlord (less any sums then due and owing Tenant by Landlord) and any 
remaining sums due and owing by Landlord to Tenant shall be paid to Tenant.

          (b)     Repair.  Landlord shall give Tenant written notice of its 
decisions, estimates or elections under this Section 7.3 within forty five (45)
days after any such damage or destruction.  If Landlord fails to give written 
notice to Tenant within such 45 day period, Landlord shall be deemed to have 
elected not to repair and restore the Premises or Project and to terminate this
Lease as provided in subparagraph (a) above.  If Landlord has elected to repair
and restore the Premises or other portion of the Project, this Lease shall 
continue in full force and effect, and the repairs will be made within a 
reasonable time thereafter (not to exceed 180 days after the date of such 
damage or destruction and not subject to any extension as a result of force 
majeure) subject to the provisions of Section 7.2 of this Lease.  Should the 
repairs not be completed within that period, both Landlord and Tenant shall 
each have the option of terminating this Lease by written letter of 
termination.  If this Lease is terminated as herein permitted, Landlord shall 
refund to Tenant any prepaid Rent (unaccrued as of the date of damage or 
destruction) and any other sums due and owing by Landlord to Tenant (less any 
sums then due and owing Landlord by Tenant) and any remaining sums due and 
owing by Tenant to Landlord shall be paid to Landlord.  If Landlord has elected
to repair and reconstruct the Premises or other portion of the Project to the 
extent stated above, the Term will be extended for a time equal to the period 
from the occurrence of such damage to the completion of such repair and 
reconstruction.  If Landlord elects to rebuild the Premises or other portion of
the Project, Landlord shall only be obligated to restore or rebuild the 
Premises or other portion of the Project to approximately the same condition as
existed at the time Tenant entered into possession of the Premises, wear and 
tear excepted and not be required to rebuild, repair or replace any part of 
Tenant's Property or Tenant's leasehold improvements.  Notwithstanding anything
contained in this Lease to the contrary, if Landlord shall elect to repair and 
restore the Premises or other portion of the Project pursuant to this Section 
7.3, in no event shall Landlord be required to expend under this Article VII 
any amount in excess of the proceeds actually received from the insurance 
carried by Landlord pursuant to Section 7.4(a) of this Lease.  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 destruction or the 
disregard of the repair thereof.

     Section 7.4     Insurance.  (a)  Landlord shall maintain, or cause to be 
maintained, standard fire and extended coverage insurance on the Buildings and 
Building standard tenant improvements (excluding leasehold improvements by 
Tenant in excess of Building standard and Tenant's Property) in an amount not 
less than 100% of the replacement cost (excluding foundations) and not more 
than a $25,000 deductible.  The insurance required to be obtained by Landlord 
may be obtained by Landlord through blanket or master policies insuring other 
entities or properties owned or controlled by Landlord.

          (b)     Tenant shall, at its sole cost and expense, procure and 
maintain during the Term of this Lease all such policies of insurance as 
Landlord may require, including without limitation comprehensive general 
liability insurance (including personal injury liability, premises/operation, 
property damage, independent contractors and broad form contractual coverage in
support of the indemnifications of Landlord by Tenant under this Lease) in 
amounts of not less than a combined single limit of $1,000,000; comprehensive 
automobile liability insurance; business interruption insurance; contractual 
liability insurance; property insurance with respect to Tenant's Property, and 
all leasehold improvements, alterations and additions in excess of Building 
standard, to be written on an "all risk" basis for full replacement cost; 
worker's compensation and employer's liability insurance; and comprehensive 
catastrophe liability insurance; all maintained with companies, on forms and in
such amounts as Landlord may, from time to time, reasonably require and 
endorsed to include Landlord as an additional insured, where appropriate, with 
the premiums fully paid on or before the due dates.  The insurer must be 
licensed to do business in the state in which the Building is located. Tenant, 
and not Landlord, will be liable for any costs or damages in excess of the 
statutory limit for which Tenant would, in the absence of worker's 
compensation, be liable.  In the event that Tenant fails to take out or 
maintain any policy required by this Section 7.4 to be maintained by Tenant, 
such failure shall be a defense to any claim asserted by Tenant against 
Landlord by reason of any loss sustained by Tenant that would have been covered
by such policy, notwithstanding that such loss may have been proximately caused
solely or partially by the negligence or willful misconduct of Landlord or any 
of Landlord's Related Parties.  If Tenant does not procure insurance as 
required, Landlord may, upon advance written notice to Tenant, cause this 
insurance to be issued and Tenant shall pay to Landlord the premium for such 
insurance within ten (10) days of Landlord's demand, plus interest at the past 
due rate provided for in Section 3.1(c) of this Lease until repaid by Tenant.  
All policies of insurance required to be maintained by Tenant shall 
specifically make reference to the indemnifications by Tenant in favor of 
Landlord under this Lease and shall provide that Landlord shall be given at 
least thirty (30) days' prior written notice of any cancellation or nonrenewal 
of any such policy.  A certificate evidencing each such policy shall be 
deposited with Landlord by Tenant on or before the Commencement Date, and a 
replacement certificate evidencing each subsequent policy shall be deposited 
with Landlord at least thirty (30) days prior to the expiration of the 
preceding such policy.  All insurance policies obtained by Tenant shall be 
written as primary policies (primary over any insurance carried by Landlord), 
not contributing with and not in excess of coverage which Landlord may carry, 
if any.

     Section 7.5     Waiver of Subrogation Rights.  Each party hereto waives 
all rights of recovery, claims, actions or causes of actions arising in any 
manner in its (the "Injured Party's") favor and against the other party for 
loss or damage to the Injured Party's property located within or constituting a
part or all of the Project, to the extent the loss or damage: (a) is covered by
the Injured Party's insurance; or (b) would have been covered by the insurance 
the Injured Party is required to carry under this Lease, whichever is greater, 
regardless of the cause or origin, including the sole, contributory, partial, 
joint, comparative or concurrent negligence of the other party.  This waiver 
also applies to each party's directors, officers, employees, shareholders, 
partners, representatives and agents.  All insurance carried by either Landlord
or Tenant covering the losses and damages described in this Section 7.5 shall 
provide for such waiver of rights of subrogation by the Injured Party's 
insurance carrier to the maximum extent that the same is permitted under the 
laws and regulations governing the writing of insurance within the state in 
which the Building is located.  Both parties hereto are obligated to obtain 
such a waiver and provide evidence to the other party of such waiver.  The 
waiver set forth in this Section 7.5 shall be in addition to, and not in 
substitution for, any other waivers, indemnities or exclusions of liability set
forth in this Lease.

                                 ARTICLE VIII.

     Section 8.1     Default by Tenant.  The occurrence of any one or more of 
the following events shall constitute a default by Tenant under this Lease:

          (a)     Tenant shall fail to pay to Landlord any Rent or any other 
monetary charge due from Tenant hereunder on or before five (5) days after 
written notice thereof from Landlord to Tenant, provided that Landlord shall 
not be required to provide such notice more than twice during any twelve month 
period with respect to non-payment of Rent, the third such non-payment 
constituting a default without the requirement of notice;

          (b)     Tenant breaches or fails to comply with any term, provisions,
conditions or covenant of this Lease, other than as described in Section 
8.1(a), or with any of the Building rules and regulations now or hereafter 
established to govern the operation of the Project;

          (c)     A Transfer (hereinafter defined) shall occur, without the 
prior written approval of Landlord;

          (d)     The interest of Tenant under this Lease shall be levied on 
under execution or other legal process;

          (e)     Any petition in bankruptcy or other insolvency proceedings 
shall be filed by or against Tenant, or any petition shall be filed or other 
action taken to declare Tenant a bankrupt or to delay, reduce or modify 
Tenant's debts or obligations or to reorganize or modify Tenant's capital 
structure or indebtedness or to appoint a trustee, receiver or liquidator of 
Tenant or of any property of Tenant, or any proceeding or other action shall be
commenced or taken by any governmental authority for the dissolution or 
liquidation of Tenant and, within ninety (90) days hereafter, Tenant fails to 
secure a discharge thereof;

          (f)     Tenant shall become insolvent, or Tenant shall make an 
assignment for the benefit of creditors, or Tenant shall make a transfer in 
fraud of creditors, or a receiver or trustee shall be appointed for Tenant or 
any of its properties;

          (g)     Tenant shall voluntarily desert, abandon or vacate the 
Premises or any substantial portion thereof or fails to operate its business in
the Premises for any reason other than destruction or condemnation of the 
Premises; or

          (h)     Tenant shall do or permit to be done anything which creates a
lien upon the Premises or the Project in violation of Section 6.4.

     Section 8.2     Landlord's Remedies.  Upon occurrence of any default by 
Tenant under this Lease and (i) if the event of default described in Section 
8.1(a) is not cured within five (5) days after written notice from Landlord of 
such default; or (ii) the events described in Sections 8. l(b), (d), (f) and 
(g) are not cured within thirty (30) days after written notice from Landlord of
such default (there being no notice and cure period for events of defaults 
described in Sections 8. 1(c), (e) and (h) except as otherwise set forth 
herein), the Landlord shall have the option to do and perform any one or more 
of the following in addition to, and not in limitation of, any other remedy or 
right permitted it by law or in equity or by this Lease:

     (a)     Continue this Lease in full force and effect, and this Lease shall
continue in full force and effect as long as Landlord does not terminate this 
Lease, and Landlord shall have the right to collect Rent, Additional Rent and 
other charges when due.

     (b)     Terminate this Lease, and Landlord may forthwith repossess the 
Premises and be entitled to recover as damages a sum of money equal to the 
total of (i) the cost of recovering the Premises, (ii) the cost of removing and
storing Tenant's or any other occupant's property, (iii) the unpaid Rent and 
any other sums accrued hereunder at the date of termination, (iv) a sum equal 
to the amount, if any, by which the present value of the total Rent and other 
benefits which would have accrued to Landlord under this Lease for the 
remainder of the Term, if the terms of this Lease had been fully complied with 
by Tenant, discounted at five percent (5%) per annum exceeds the total fair 
market value of the Premises for the balance of the Term (it being the 
agreement of the parties hereto that Landlord shall receive the benefit of its 
bargain), (v) the cost of reletting the Premises including, without limitation, 
the cost of restoring the Premises to the condition necessary to rent the 
Premises at the prevailing market rental rate, normal wear and tear excepted, 
(vi) any increase in insurance premiums caused by the vacancy of the Premises, 
(vii) the amount of any unamortized improvements to the Premises paid for by 
Landlord, (viii) the amount of any unamortized brokerage commission or other 
costs paid by Landlord in connection with the leasing of the Premises and (ix) 
any other sum of money or damages owed by Tenant to Landlord.  In the event 
Landlord shall elect to terminate this Lease, Landlord shall at once have all 
the rights of reentry upon the Premises, without becoming liable for damages, 
or guilty of trespass.

     (c)     Terminate Tenant's right of occupancy of the Premises and reenter 
and repossess the Premises by entry, forcible entry or detainer suit or 
otherwise, without demand or notice of any kind to Tenant and without 
terminating this Lease, without acceptance of surrender of possession of the 
Premises, and without becoming liable for damages or guilty of trespass, in 
which event Landlord may, but shall be under no obligation to, relet the 
Premises or any part thereof for the account of Tenant (nor shall Landlord be 
under any obligation to relet the Premises before Landlord relets or leases any
other portion of the Project or any other property under the ownership or 
control of Landlord) for a period equal to or lesser or greater than the 
remainder of the Term of the Lease on whatever terms and conditions Landlord, 
at Landlord's sole discretion, deems advisable.  Tenant shall be liable for and
shall pay to Landlord all Rent payable by Tenant under this Lease (plus 
interest at the past due rate provided in Section 3.1(c) of this Lease if in 
arrears) plus an amount equal to (i) the cost of recovering possession of the 
Premises, (ii) the cost of removing and storing any of Tenant's or any other 
occupant's property left on the Premises or the Project after reentry, (iii) 
the cost of decorations, repairs, changes, alterations and additions to the 
Premises and the Project, (iv) the cost of any attempted reletting or reletting
and the collection of the rent accruing from such reletting, (v) the cost of 
any brokerage fees or commissions payable by Landlord in connection with any 
reletting or attempted reletting, (vi) any other costs incurred by Landlord in 
connection with any such reletting or attempted reletting, (vii) the cost of 
any increase in insurance premiums caused by the termination of possession of 
the Premises, (viii) the amount of any unamortized improvements to the Premises
paid for by Landlord, (ix) the amount of any unamortized brokerage commissions 
or other costs paid by Landlord in connection with the leasing of the Premises 
and (x) any other sum of money or damages owed by Tenant to Landlord at law, in
equity or hereunder, all reduced by any sums received by Landlord through any 
reletting of the Premises; provide , however, that in no event shall Tenant be 
entitled to any excess of any sums obtained by reletting over and above Rent 
provided in this Lease to be paid by Tenant to Landlord.  For the purpose of 
such reletting Landlord is authorized to decorate or to make any repairs, 
changes, alterations or additions in or to the Premises that may be necessary. 
Landlord may file suit to recover any sums falling due under the terms of this 
Section 8.2(c) from time to time, and no delivery to or recovery by Landlord of
any portion due Landlord hereunder shall be any defense in any action to 
recover any amount not theretofore reduced to judgment in favor of Landlord.  
No reletting shall be construed as an election on the part of Landlord to 
terminate this Lease unless a written notice of such intention is given to 
Tenant by Landlord.  Notwithstanding any such reletting without termination, 
Landlord may at any time thereafter elect to terminate this Lease for such 
previous default and/or exercise its rights under Section 8.3(b) of this Lease;
provided, however, any rents received from reletting the Premises shall offset 
any Rent owed by Tenant after its default under this Lease as provided herein 
above.

     (d)     Enter upon the Premises and do whatever Tenant is obligated to do 
under the terms on this Lease; and Tenant agrees to reimburse Landlord on 
demand for any expenses which Landlord may incur in effecting compliance with 
Tenant's obligations under this Lease plus fifteen percent (15%) of such cost 
to cover overhead plus interest at the past due rate provided in this Lease, 
and Tenant further agrees that Landlord shall not be liable for any damages 
resulting to Tenant from such action. No action taken by Landlord under this 
Section 8.2(d) shall relieve Tenant from any of its obligations under this 
Lease or from any consequences or liabilities arising from the failure to 
perform such obligations.

     (e)     Without waiving such default, apply all or any part of the 
Security Deposit and/or any unapplied Prepaid Rent to cure the default or to 
any damages suffered as a result of the default to the extent of the amount of 
damages suffered.  Tenant shall reimburse Landlord for the amount of such 
depletion of the Security Deposit and/or any Prepaid Rent on demand.

     (f)     Change all door locks and other security devices of Tenant at the 
Premises and/or the Project, and Landlord shall not be required to provide the 
new key to the Tenant except during Tenant's regular business hours, and only 
upon the condition that Tenant has cured any and all defaults hereunder and in 
the case where Tenant owes Rent to the Landlord, reimbursed Landlord for all 
Rent and other sums due Landlord hereunder.  Landlord, on terms and conditions 
satisfactory to Landlord in its sole discretion, may upon request from Tenant's
employees, enter the Premises for the purpose of retrieving therefrom personal 
property of such employees, provided, Landlord shall have no obligation to do 
so.

     (g)     Exercise any and all other remedies available to Landlord in this 
Lease, at law or in equity.

     (h)     Notwithstanding the foregoing, the cumulative effect of the 
provisions of this Section 8.2 shall not entitle Landlord to collect more than 
the actual costs, expenses or damages (actual, liquidated or otherwise) 
sustained by Landlord.

     Section 8.3     Duty to Relet or Mitigate.  In the event applicable law 
requires Landlord to attempt to mitigate damages, Landlord and Tenant agree 
that any such duty to mitigate shall be satisfied and Landlord shall be deemed 
to have used objectively reasonable efforts to fill the Premises by doing the 
following: (a) posting a "For Lease" sign on the Premises; (b) advising 
Landlord's leasing agent of the availability of the Premises; and (c) advising 
at least one outside commercial brokerage entity of the availability of the 
Premises; provided, however, that Landlord shall not be obligated to relet the 
Premises before leasing any other unoccupied portions of the Project and any 
other property under the ownership or control of Landlord.  If Landlord 
receives any payments from the reletting of the Premises and is required to 
mitigate damages, any such payment shall first be applied to any costs or 
expenses incurred by Landlord as a result of Tenant's Default under this Lease.

     Section 8.4     Reentry.  If Tenant fails to allow Landlord to reenter and
repossess the Premises, Landlord shall have full and free license to enter into
and upon the Premises with or without process of law for the purpose of 
repossessing the Premises, expelling or removing Tenant and any others who may 
be occupying or within the Premises, removing any and all property therefrom 
and changing all door locks of the Premises.  Landlord may take these actions 
without being deemed in any manner guilty of trespass, eviction or forcible 
entry or detainer, without accepting surrender of possession of the Premises by
Tenant, and without incurring any liability for any damage resulting therefrom,
including without limitation any liability arising under applicable state law 
and without relinquishing Landlord's right to Rent or any other right given to 
Landlord hereunder or by operation of law or in equity, Tenant hereby waiving 
any right to claim damage for such reentry and expulsion, including without 
limitation any rights granted to Tenant by applicable state law.

     Section 8.5     Rights of Landlord in Bankruptcy.  Nothing contained in 
this Lease shall limit or prejudice the right of Landlord to prove for and 
obtain in proceedings for bankruptcy or insolvency, by reason of the expiration
or termination of this Lease or the termination of Tenant's right of occupancy,
an amount equal to the maximum allowed by any statute or rule of law in effect 
at the time when, and governing the proceedings in which, the damages are to be
proved, whether or not the amount be greater, equal to, or less than the amount
of the loss or damages referred to in this Section 8.5.  In the event that 
under applicable law, the trustee in bankruptcy or Tenant has the right to 
affirm this Lease and continue to perform the obligations of Tenant hereunder, 
such trustee or Tenant shall, in such time period as may be permitted by the 
bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder 
outstanding as of the date of the affirmance of this Lease and provide to 
Landlord such adequate assurances as may be necessary to ensure Landlord of the
continued performance of Tenant's obligations under this Lease.

     Section 8.6     Waiver of Certain Rights.  Tenant hereby expressly waives 
any and all rights Tenant may have under applicable state law to its right to 
recover possession of the Premises or terminate this Lease, except as may be 
permitted by applicable state law. Tenant hereby waives any and all liens 
(whether statutory, contractual or constitutional) it may have or acquire as a 
result of a breach by Landlord under this Lease. Tenant also waives and 
releases any statutory lien it may have against Landlord.

     Section 8.7     NonWaiver.  Failure on the part of either party to 
complain of any action or nonaction on the part of to the other party, no 
matter how long the same may continue, shall not be deemed to be a waiver by 
the other party of any of its rights under this Lease.  Further, it is 
covenanted and agreed that no waiver at any time of any of the provisions 
hereof by either party shall be construed as a waiver of any of the other 
provisions hereof and that a waiver at any time of any of the provisions hereof
shall not be construed as a waiver at any subsequent time of the same 
provisions.  The consent or approval by either party to or of any action by the
other party requiring such consent or approval shall not be deemed to waive or 
render unnecessary such consent or approval to or of any subsequent similar act
by such party.

     Section 8.8     Holding Over.  In the event Tenant remains in possession 
of the Premises after the expiration or termination of this Lease without the 
execution of a new lease, then Tenant, at Landlord's option, shall be deemed to
be occupying the Premises as a tenant at will at a base rental equal to one 
hundred fifty percent (150%) of the then applicable Base Rent, and shall 
otherwise remain subject to all the conditions, provisions and obligations of 
this Lease insofar as the same are applicable to a tenancy at will, including 
without limitation the payment of all other Rent; provided, however, nothing 
contained herein shall require Landlord to give Tenant more than thirty (30) 
days prior written consent to terminate Tenant's tenancy-at-will.  No holding 
over by Tenant after the expiration or termination of this Lease shall be 
construed to extend or renew the Term or in any other manner be construed as 
permission by Landlord to hold over.  Tenant shall indemnify Landlord (y) 
against all claims for damages by any other tenant to whom Landlord may have 
leased all or any part of the Premises effective upon the termination or 
expiration of this Lease, and (z) for all other losses, costs and expenses, 
including reasonable attorneys' fees, incurred by reason of such holding over.

     Section 8.9     Abandonment of Personal Property.  Any personal property 
left in the Premises or any personal property of Tenant left about the Project 
at the expiration or termination of this Lease, the termination of Tenant's 
right to occupy the Premises or the abandonment, desertion or vacating of the 
Premises by Tenant, shall be deemed abandoned by Tenant and may, at the option 
of Landlord, be immediately removed from the Premises or such other space by 
Landlord and stored by Landlord at the full risk, cost and expense of Tenant. 
Landlord shall in no event be responsible for the value, preservation or 
safekeeping thereof.  In the event Tenant does not reclaim any such personal 
property and pay all costs for any storage and moving thereof within thirty 
(30) days after the expiration or termination of this Lease, the termination of
Tenant's right to occupy the Premises or the abandonment, desertion or vacating
of the Premises by Tenant, Landlord may dispose of such personal property in 
any way that it deems proper.  If Landlord shall sell any such personal 
property, it shall be entitled to retain from the proceeds the amount of any 
Rent or other expenses due Landlord, together with the cost of storage and 
moving and the expense of the sale.  Notwithstanding anything contained herein 
to the contrary, in addition to the rights provided herein with respect to any 
such property, Landlord shall have the option of exercising any of its other 
rights or remedies provided in the Lease or exercising any rights or remedies 
available to Landlord at law or in equity.

     Section 8.10     Default by Landlord.  If Landlord shall default in the 
performance of its obligations and duties hereunder and such default shall 
continue for thirty (30) days following written notice thereof from Tenant, 
Tenant may exercise any and all remedies available to Tenant at law or in 
equity.

                                  ARTICLE IX.

     Section 9.1     Transfers.  Tenant shall not, by operation of law or 
otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise 
encumber this Lease, the Premises or any part of or interest in this Lease or 
the Premises, (b) grant any concession or license within the Premises, (c) 
sublet all or any part of the Premises or any right or privilege appurtenant to
the Premises, or (d) permit any other party to occupy or use all or any part of
the Premises (collectively, a "Transfer"), without the prior written consent of
Landlord.  If Tenant requests Landlord's consent to any Transfer, then Tenant 
shall provide Landlord with a written description of all terms and conditions 
of the proposed Transfer, copies of the proposed documentation, and the 
following information about the proposed transferee: name and address; 
reasonably satisfactory information about its business and business history; 
its proposed use of the Premises; a copy of the proposed sublease or assignment
agreement; banking, financial and other credit information; and general 
references sufficient to enable Landlord to determine the proposed transferee's
creditworthiness and character.  With respect to any assignment of this Lease, 
Tenant acknowledges and agrees that one of the reasonable factors Landlord may 
consider in determining whether or not to approve the assignment is any 
assignee's name and logo signage to be placed on the exterior of the Building 
pursuant to Special Stipulation No. 2 in Exhibit C.  Landlord's consent to a 
Transfer shall not release Tenant from performing its obligations under this 
Lease, but rather Tenant's transferee shall assume all of Tenant's obligations 
under this Lease in a writing satisfactory to Landlord, and Tenant and its 
transferee shall be jointly and severally liable therefor.  Landlord's consent 
to any Transfer shall not waive Landlord's rights as to any subsequent 
Transfer.  While the Premises or any part thereof are subject to a Transfer, 
Landlord may collect directly from such transferee all rents or other sums 
relating to the Premises becoming due to Tenant or Landlord and apply such 
rents and other sums against the Rent and any other sums payable hereunder.  If
the aggregate rental, bonus or other consideration paid by a transferee, except
for Permitted Transfers (as that term is hereinafter defined) for any such 
space exceeds the sum of (y) Tenant's Rent to be paid to Landlord for such 
space during such period and (z) Tenant's costs and expenses actually incurred 
in connection with such Transfer. including reasonable brokerage fees, 
reasonable costs of finishing or renovating the space affected and reasonable 
cash rental concessions, which costs and expenses are to be amortized over the 
term of the Transfer, then fifty percent (50%) of such excess shall be paid to 
Landlord within fifteen (15) days after such amount is earned by Tenant.  Such 
arrearage amounts in the case of a sublease shall be calculated and adjusted 
(if necessary) on a Lease Year (or partial Lease Year) basis, and there shall 
be no cumulative adjustment for the Term.  Landlord shall have the right to 
audit Tenant's books and records relating to the Transfer.  Tenant authorizes 
its transferees to make payments of rent and any other sums due and payable, 
directly to Landlord upon receipt of notice from Landlord to do so.  Any 
attempted Transfer by Tenant in violation of the terms and covenants of this 
Article IX shall be void and shall constitute a default by Tenant under this 
Lease.  In the event that Tenant requests that Landlord consider a sublease or 
assignment hereunder, Tenant shall pay (i) Landlord's reasonable fees, not to 
exceed Five Hundred and 00/100 Dollars ($500.00) per transaction, incurred in 
connection with the consideration of such request, and (ii) all attorneys' fees
and costs incurred by Landlord in connection with the consideration of such 
request or such sublease or assignment.

     Notwithstanding any provision to the contrary, Tenant may assign this 
Lease or sublet the Premises without Landlord's consent (i) any corporation or 
other entity that controls, is controlled by or is under common control with 
Tenant; (ii) to any corporation or other entity resulting from a merger, 
acquisition, consolidation or reorganization of or with Tenant; (iii) in 
connection with the sale of all or substantially all of the assets of tenant 
(the "Permitted Transfers"), so long as Tenant provides evidence to Landlord in
writing that such assignment or sublease complies with (i), (ii) or (iii) above
and provided such assignee, subtenant or successor-in-interest expressly 
assumes Tenant's obligations and liabilities hereunder.  No such assignment or 
transfer, however, shall release Tenant from any covenant, liability or 
obligation under this Lease.

     Section 9.2     Assignment by Landlord.  Landlord shall have the right at 
any time to sell, transfer or assign, in whole or in part, by operation of law 
or otherwise, its rights, benefits, privileges, duties, obligations or 
interests in this Lease or in the Premises, the Building, the Land, the Project
and all other property referred to herein, without the prior consent of Tenant,
and such sale, transfer or assignment shall be binding on Tenant.  After such 
sale, transfer or assignment, Tenant shall attorn to such purchaser, transferee
or assignee, and Landlord shall be released from all liability and obligations 
under this Lease accruing after the effective date of such sale, transfer or 
assignment.

     Section 9.3     Limitation of Landlord's Liability.  Any provisions of 
this Lease to the contrary notwithstanding, Tenant hereby agrees that no 
personal, partnership or corporate liability of any kind or character 
(including, without limitation, the payment of any judgment) whatsoever now 
attaches or at any time hereafter under any condition shall attach to Landlord 
or any of Landlord's Related Parties or any mortgagee for payment of any 
amounts payable under this Lease or for the performance of any obligation under
this Lease.  The exclusive remedies of Tenant for the failure of Landlord to 
perform any of its obligations under this Lease shall be to proceed against the
interest of Landlord in and to the Project including any proceeds therefrom. 
The provision contained in the foregoing sentence is not intended to, and shall
not, limit any right that Tenant might otherwise have to obtain injunctive 
relief against Landlord or Landlord's successors in interest or any suit or 
action in connection with enforcement or collection of amounts which may become
owing or payable under or on account of insurance maintained by Landlord.  In 
no event shall Landlord be liable to Tenant, or any interest of Landlord in the
Project be subject to execution by Tenant, for any indirect, special, 
consequential or punitive damages.

                                   ARTICLE X.

     Section 10.1     Subordination.  This Lease shall be subject and 
subordinated at all times to (a) all ground or underlying leases now existing 
or which may hereinafter be executed affecting the Project, and (b) the lien or
liens of all mortgages and deeds of trust in any amount or amounts whatsoever 
now or hereafter placed on the Project or Landlord's interest or estate therein
or on or against such ground or underlying leases and to all renewals, 
modifications, consolidations, replacements and extensions thereof and to each 
advance made or hereafter to be made thereunder; provided that all such ground 
lessors and mortgagees agree not to disturb Tenant's rights under this Lease so
long as Tenant is not in default hereunder.  Tenant shall execute and deliver 
upon demand any instruments, releases or other documents requested by any 
lessor or mortgagee for the purpose of subjecting and subordinating this Lease 
to such ground leases, mortgages or deeds of trust.  Tenant shall attorn to any
party succeeding to Landlord's interest in the Premises, whether by purchase, 
foreclosure, deed in lieu of foreclosure, power of sale, termination of lease 
or otherwise, only upon such party's request and at such party's sole 
discretion but not otherwise.  Notwithstanding such attornment, Tenant agrees 
that any such successor in interest shall not be (a) liable for any act or 
omission of, or subject to any rights of setoff, claims or defenses otherwise 
assertable by Tenant against, any prior owner of the Project (including without
limitation, Landlord), (b) bound by any rents paid more than one (1) month in 
advance to any prior owner, (c) liable for any Security Deposit not paid over 
to such successor by Landlord, and (d) if such successor is a mortgagee or a 
ground lessor whose address has been previously given to Tenant, bound by any 
modification, amendment, extension or cancellation of the Lease not consented 
to in writing by such mortgagee or ground lessor.  Tenant shall execute all 
such agreements confirming such attornment as such party may reasonably 
request, provided that all such ground lessors and mortgagees agree not to 
disturb Tenant's rights under this Lease so long as Tenant is not in default 
hereunder.  Tenant shall not seek to enforce any remedy it may have for any 
default on the part of Landlord without first giving written notice by 
certified mail, return receipt requested, specifying the default in reasonable 
detail, to any mortgagee or lessor under a lien instrument or lease covering 
the Premises whose address has been given to Tenant, and affording such 
mortgagee or lessor a reasonable opportunity to perform Landlord's obligations 
hereunder.  Notwithstanding the generality of the foregoing, any mortgagee or 
ground lessor may at any time subordinate any such deeds of trust, mortgages, 
other security instruments or ground leases to this Lease on such terms and 
conditions as such mortgagee or ground lessor may deem appropriate.

     Section 10.2     Estoppel Certificate or Three-Party Agreement.  Tenant 
agrees within ten (10) days following request by Landlord (a) to execute, 
acknowledge and deliver to Landlord and any other persons specified by 
Landlord, a certificate or three-party agreement among Landlord, Tenant and/or 
any third party dealing with Landlord, certifying (i) that this Lease is 
unmodified and in full force and effect, or, if modified, stating the nature of
such modification (ii) the date to which the Rent and other charges are paid in
advance, if any, (iii) that there are not, to Tenant's knowledge, any uncured 
defaults on the part of Landlord hereunder, or so specifying such defaults, if 
any, as are claimed and/or (iv) any other matters as such third party may 
reasonably require in connection with the business dealings of Landlord and/or 
such third party and (b) to deliver to Landlord current financial statements of
Tenant, including a balance sheet and a profit and loss statement for at least 
two (2) years, all prepared in accordance with generally accepted accounting 
principles consistently applied.  Tenant's failure to deliver such certificate 
or three-party agreement within such ten (10) day period shall be conclusive 
upon Tenant (x) that this Lease is in full force and effect without 
modification except as may be represented by Landlord, (y) that to Tenant's 
knowledge there are no uncured defaults in Landlord's performance, and (z) that
no Rent has been paid in advance except as set forth in this Lease.

     Section 10.3     Notices.  Any notice, request, approval, consent or other
communication required or contemplated by this Lease must be in writing, unless
otherwise in this Lease expressly provided, and may be given or be served by 
depositing the same in the United States Postal Service, postpaid and certified
and addressed to the party to be notified, with return receipt requested, or by
delivering the same in person to such party (or, in case of a corporate party, 
to an officer of such party), or by prepaid telegram or express overnight mail 
service, when appropriate, addressed to the party to be notified.  Notice 
deposited in the mail in the manner hereinabove described shall be effective 
from and after three (3) days (exclusive of Saturdays, Sundays and postal 
holidays) after such deposit.  Notice given in any other manner shall be 
effective only if and when delivered to the party to be notified or at such 
party's address for purposes of notice as set forth herein.  For purposes of 
notice the addresses of the parties shall, until changed as herein provided, be
as provided on the first page of this Lease; provided, that any notices sent to
Landlord will only be effective if copies thereof are simultaneously sent to 
Brookdale Investors Two, L.P., 3343 Peachtree Road, N.E., Suite 510, Atlanta, 
Georgia, 30326, Attention: Mr. Fred Henritze; and provided, that any notices 
sent to Tenant will only be effective if copies thereof are simultaneously sent
to the attention of Tenant's president at P. 0. Box 37144, Louisville, 
Kentucky, 40223-7144 and to Tenant's counsel at P. 0. Box 37144, Louisville, 
Kentucky, 40223-7144.  The parties hereto shall have the right from time to 
time to change their respective addresses by giving at least fifteen (15) days'
written notice to the other party in the manner set forth in this Section 10.3.

                                  ARTICLE XI.

     Section 11.1     Right to Relocate Tenant.  [Intentionally Omitted]

     Section 11.2     Rights and Remedies Cumulative.  The rights and remedies 
of each party under this Lease shall be nonexclusive and each right or remedy 
shall be in addition to and cumulative of all other rights and remedies 
available to such party under this Lease or at law or in equity.  Pursuit of 
any right or remedy shall not preclude pursuit of any other rights or remedies 
provided in this Lease or at law or in equity, nor shall pursuit of any right 
or remedy constitute a forfeiture or waiver of any sums due to either party or 
of any damages accruing to such party by reason of the violation by the other 
party of any of the terms of this Lease.

     Section 11.3     Legal Interpretation.  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 in which the Building is located and 
the United States.  The determination that one or more provisions of this Lease
is invalid, void, illegal or unenforceable shall not affect or invalidate any 
other provision of this Lease, and this Lease shall be construed as if such 
invalid, illegal or unenforceable provision had never been contained in this 
Lease, and, so far as is reasonable and possible, effect shall be given to the 
intent manifested by the portion held invalid or inoperative.  All obligations 
of either party hereunder not fully performed as of the expiration or 
termination of the Term of this Lease shall survive the expiration or 
termination of the Term of this Lease for a period of one (1) year and shall be
fully enforceable in accordance with those provisions pertaining thereto. 
Article and section titles and captions appearing in this Lease are for 
convenient reference only and shall not be used to interpret or limit the 
meaning of any provision of this Lease.  No custom or practice which may evolve
between the parties in the administration of the terms of this Lease shall 
waive or diminish the right of either party to insist upon the performance by 
the other party in strict accordance with the terms of this Lease.  This Lease 
is for the sole benefit of Landlord and Tenant, and, without the express 
written consent thereto, no third party shall be deemed a third party 
beneficiary hereof.  Landlord and Tenant agree that this Lease supersedes and 
cancels any and all previous statements, negotiations, arrangements, brochures,
agreements and understandings, if any, between Landlord and Tenant with respect
to the subject matter of this Lease or the Premises and that this Lease, 
including written extrinsic documents referred to herein, is the entire 
agreement of the parties, and that there are no representations, 
understandings, stipulations, agreements, warranties or promises (express or 
implied, oral or written) between Landlord and Tenant with respect to the 
subject matter of this Lease or the Premises.  It is likewise agreed that this 
Lease may not be altered, amended, changed or extended except by an instrument 
in writing signed by both Landlord and Tenant.  The terms and provisions of 
this Lease shall not be construed against or in favor of a party hereto merely 
because such party is the "Landlord" or the "Tenant" hereunder or because such 
party or its counsel is the draftsman of this Lease.  All references to days in
this Lease and any Exhibits or Addendums hereto mean calendar days, not working
or business days, unless otherwise stated.

     Section 11.4     Authority.  (a) Both Tenant and the person executing this
Lease on behalf of Tenant warrant and represent unto Landlord that (i) Tenant 
is a duly organized and validly existing legal entity, in good standing and 
qualified to do business in the state in which the Building is located, with no
proceedings pending or contemplated for its dissolution or reorganization, 
voluntary or involuntary, (ii) Landlord has full right, power and authority to 
execute, deliver and perform this Lease, (iii) the person executing this Lease 
on behalf of Tenant is authorized to do so, (iv) upon execution of this Lease 
by Tenant, this Lease shall constitute a valid and legally binding obligation 
of Tenant, and (v) upon request of Landlord, such person will deliver to 
Landlord satisfactory evidence of the matters set forth in this Section.

               (b) Both Landlord and the person executing this Lease on behalf 
of Landlord warrant and represent unto Landlord that (i) Landlord is a duly 
organized and validly existing legal entity, in good standing and qualified to 
do business in the state in which the Building is located, with no proceeding 
pending or contemplated for its dissolution or reorganization, voluntary or 
involuntary, (ii) Tenant has full right, power and authority to execute, 
deliver and perform this Lease, (iii) the person executing this Lease on behalf
of Landlord is authorized to do so, (iv) upon execution of this Lease by 
Landlord, this Lease shall constitute a valid and legally binding obligation of
Landlord, and (v) upon request of Tenant, such person will deliver to Tenant 
satisfactory evidence of the matters set forth in this Section.

     Section 11.5     No Brokers.  Landlord and Tenant warrant and represent to
the other that it has not dealt with any real estate broker and/or salesman 
(other than Insignia Commercial Group, Inc. who represented Landlord and Carl 
R. Smith & Company who represented Tenant) in connection with the negotiation 
or execution of this Lease and no such broker or salesman has been involved in 
connection with this Lease, and each party agrees to defend, indemnify and hold
harmless the other party from and against any and all costs, expenses, 
attorneys' fees or liability for any compensation, commission and charges 
claimed by any real estate broker and/or salesman (other than the aforesaid 
brokers) due to acts of such party or such party's representatives.  Landlord 
shall pay all commissions due to either or both Insignia Commercial Group, Inc.
and Carl R. Smith and Company.

     Section 11.6     Consents by Landlord.  With respect to any provision of 
this Lease which provides that Tenant shall obtain Landlord's prior consent or 
approval, Landlord's consent or approval will not be unreasonably withheld, 
delayed or denied unless the provision of the Lease provides that such consent 
is within Landlord's sole discretion.

     With respect to any provision of this Lease which provides that Landlord 
shall not unreasonably withhold or unreasonably delay any consent or any 
approval, Tenant, in no event, shall be entitled to make, nor shall Tenant 
make, any claim for, and Tenant hereby waives any claim for money damages; nor 
shall Tenant claim any money damages by way of setoff, counterclaim or defense,
based upon any claim or assertion by Tenant that Landlord has unreasonably 
withheld or unreasonably delayed any consent or approval; but Tenant's sole 
remedy shall be an action or proceeding to enforce any such provision, or for 
specific performance, injunction or declaratory judgment.

     Section 11.7     Joint and Several Liability.  If there is more than one 
Tenant, then the obligations hereunder imposed upon Tenant shall be joint and 
several.  If there is a guarantor of Tenant's obligations hereunder, then the 
obligations hereunder imposed upon Tenant shall be the joint and several 
obligations of Tenant and such guarantor, and Landlord need not first proceed 
against Tenant before proceeding against such guarantor nor shall any such 
guarantor be released from its guaranty for any reason whatsoever.

     Section 11.8     Independent Covenants.  The obligation of Tenant to pay 
Rent and other monetary obligations provided to be paid by Tenant under this 
Lease and the obligation of Tenant to perform Tenant's other covenants and 
duties under this Lease constitute independent, unconditional obligations of 
Tenant to be performed at all times provided for under this Lease, save and 
except only when an abatement thereof or reduction therein is expressly 
provided for in this Lease and not otherwise, and Tenant acknowledges and 
agrees that in no event shall such obligations, covenants and duties of Tenant 
under this Lease be dependent upon the condition of the Premises or the 
Project, or the performance by Landlord of its obligations hereunder.

     Section 11.9     Attorneys' Fees and Other Expenses.  In the event either 
party hereto defaults in the faithful performance or observance of any of the 
terms, covenants, provisions, agreements or conditions contained in this Lease,
the party in default shall be liable for and shall pay to the nondefaulting 
party all expenses incurred by such party in enforcing any of its remedies for 
any such default, and if the nondefaulting party places the enforcement of all 
or any part of this Lease in the hands of an attorney, the party in default 
agrees to pay the nondefaulting party's reasonable attorneys' fees in 
connection therewith.

     Section 11.10     Recording.  Neither Landlord nor Tenant shall record 
this Lease, but a short-form memorandum hereof may be recorded at the request 
of either party.  Both parties shall, upon the request of either, execute a 
short form memorandum, if any, as may be permitted by applicable statute.  Upon
the expiration or earlier termination of this Lease, the parties shall execute,
deliver and record an instrument acknowledging such fact and the actual date of
termination of this Lease, and Tenant hereby appoints Landlord its attorney-in-
fact, coupled with an interest , with full power of substitution to execute 
such instrument.

     Section 11.11     Disclaimer; Waiver of Jury Trial.  LANDLORD AND TENANT 
EXPRESSLY ACKNOWLEDGE AND AGREE, AS A MATERIAL PART OF THE CONSIDERATION FOR 
LANDLORD'S ENTERING INTO THIS LEASE WITH TENANT, THAT, EXCEPT AS OTHERWISE SET 
FORTH IN THIS LEASE, LANDLORD HAS MADE NO WARRANTIES TO TENANT AS TO THE USE OR
CONDITION OF THE PREMISES OR THE PROJECT, EITHER EXPRESS OR IMPLIED, AND 
LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES 
OR THE PROJECT ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE OR ANY 
OTHER WARRANTY (EXPRESS OR IMPLIED) REGARDING THE PREMISES OR THE PROJECT. 
EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE OR ON EXHIBIT E, LANDLORD AND 
TENANT EXPRESSLY AGREE THAT THERE ARE NO, AND SHALL NOT BE ANY, IMPLIED 
WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE 
OR ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL SUCH OTHER EXPRESS OR IMPLIED 
WARRANTIES IN CONNECTION HEREWITH BEING EXPRESSLY DISCLAIMED AND WAIVED.

          LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION 
OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS LEASE.  
THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT AND 
TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF 
LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY
JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.  TENANT FURTHER 
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE 
REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY 
INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD 
THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.  TENANT FURTHER 
ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF 
THIS WAIVER PROVISION AND AS EVIDENCE OF SAME HAS EXECUTED THIS LEASE.

     Section 11.12     No Access to Roof.  Tenant shall have no right of access
to the roof of the Premises or the Building.

     Section 11.13     Parking.  Tenant's occupancy of the Premises shall 
include the use of up to sixty-four (64) unreserved surface parking spaces, 
which shall be used in common with other tenants, invitees and visitors of the 
Building.  Tenant shall have the right to park in the Building parking 
facilities in common with other tenants of the Building.  Tenant agrees not to 
overburden the parking facilities and agrees to cooperate with Landlord and 
other tenants in use of the parking facilities.  Landlord reserves the right in
its reasonable discretion to determine whether the parking facilities are 
becoming overburdened and to allocate and assign parking spaces among Tenant 
and other tenants, and to reconfigure the parking area and modify the existing 
ingress to and egress from the parking area as Landlord shall reasonably deem 
appropriate.

     Section 11.14     No Accord or Satisfaction.  No payment by Tenant or 
receipt by Landlord of a lesser amount than the Rent and other sums due 
hereunder shall be deemed to be other than on account of the earliest Rent or 
other sums due, nor shall any endorsement or statement on any check or 
accompanying any check or payment 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 other sum and to pursue any other remedy
provided in this Lease.

     Section 11.15     Acceptance.  The submission of this Lease by Landlord 
does not constitute an offer by Landlord or other option for, or restriction 
of, the Premises, and this Lease shall only become effective and binding upon 
Landlord, upon full execution hereof by Landlord and delivery of a signed copy 
to Tenant.

     Section 11.16     Waiver of Counterclaim.  Tenant hereby waives the right 
to interpose any nonmandatory or noncompulsory counterclaim of whatever 
description in any summary or forcible detainer proceeding.

     Section 11.17     Time Is of the Essence.  Time is of the essence of this 
Lease.  Unless specifically provided otherwise, all references to terms of days
or months shall be construed as references to calendar days or calendar months,
respectively.

     Section 11.18     Counterparts.  This Lease may be executed in any number 
of counterparts, each of which when so executed and delivered shall be an 
original, but such counterparts shall together constitute one and the same 
instrument.

     Section 11.19     Special Stipulations.  The terms and conditions of the 
Special Stipulations set forth on Exhibit C attached hereto are incorporated 
herein by reference.

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

LANDLORD:

PARAGON CENTRE ASSOCIATES, LLC, 
a Georgia limited liability company

By: BROOKDALE INVESTORS TWO, L.P., 
a Delaware limited partnership, 
its sole member

By: BROOKDALE PARTNERS II, LLC, 
a Georgia limited liability company, 
its sole general partner

By:/s/ Fred Henritze
      Fred Henritze, Manager


TENANT:

STRATEGIA CORPORATION a Kentucky corporation

By:/s/ James A. Huguenard

Name:James A. Huguenard

Title:V.P. and General Counsel

                                   EXHIBIT A

                  DESCRIPTION OF THE TWO PARAGON CENTRE LAND

     Being a portion of the tract conveyed to Louisville Dutchmans Lane 
Associates, Ltd. as recorded in Dead Book 5533 Page 278, in the Office of the 
County Clerk of Jefferson County, Kentucky; and more particularly described 
as follows:

     Beginning at a pipe at the intersection of the southerly line of 
Dutchmans Lane as established in instrument of record in Deed Book 1238 Page 
397, in the Office of the Clerk of the County Court of Jefferson County, 
Kentucky, thence with the northwesterly line of the tract conveyed to 
Louisville  Dutchmans Lane Associates, Ltd. by Deed of record in Deed Book 
5533 Page 278, in the Office of the Clerk aforesaid; thence with the 
southerly line of Dutchmans Lane and with an arc of a curve to the left 
having a radius of 216-33 feet and the following chords:

South 66 degrees 19 minutes 48 seconds East 43.05 feet to an iron pipe; South 
78 degrees 40 minutes 38 seconds east 50.00 feet to an iron pipe; North 88 
degrees 03 minutes 02 seconds East 50.00 feet to an iron pipe; North 74 
degrees 46 minutes 42 seconds east 50.00 feet to an iron pipe; North 61 
degrees 30 minutes 22 seconds East 50.00 feet to an iron pipe; thence 
continuing with the southeasterly line of Dutchmans Lane, North 54 degrees 52 
minutes 12 seconds East 46.50 feet to an iron pipe in the southwesternmost 
comer of the tract conveyed to Louisville OPC Associates, Ltd. by Deed of 
record in Deed Book 5559 Page 255; thence with the most southwesterly line of 
said tract South 35 degrees 07 minutes 48 seconds East 31.00 feet to an iron 
pipe; thence South 46 degrees 11 minutes 52 seconds East 112.93 feet to an 
iron pipe; thence with arc of a curve to the left having a radius of 867.00 
feet, and a chord of south 48 degrees 27 minutes 20 seconds cast 118.26 feet 
to an iron pipe; thence with the arc of a curve to the right having a radius 
of 12.00 feet, and a chord of South 06 degrees 36 minutes 16 seconds East 
17.20 feet; thence South 39 degrees 09 minutes 26 seconds west 18.32 feet to 
an iron pipe; South 50 degrees 50 minutes 34 seconds east 24.00 feet to an 
iron pipe; North 84 degrees 09 minutes 25 seconds east 62.44 feet to an iron 
pipe; thence with the arc of a curve to the right having a radius of 11.00 
feet, and a chord of South 73 degrees 20 minutes 26 seconds East 8.43 feet; 
thence the following courses and distances: South 50 degrees 50 minutes 16 
seconds east 5.34 feet to an iron pipe; South 05 degrees 50 minutes 34 
seconds east 34.25 feet to an iron pipe; South 47 degrees 17 minutes 46 
seconds East 243.59 feet to an iron pipe on the west line of right-of-way for 
Watterson Expressway I-264, said point also being on the southeasternmost 
line of the tract conveyed to Louisville OPC Associates, Ltd. as recorded in 
Deed Book 5559 Page 255 in aforementioned clerks office; thence along west 
Right-of-way line of Watterson Expressway I-264, south 59 degrees 37 minutes 
00 seconds west 389.94 feet to an iron pipe; thence leaving the existing 
right-of-way of Watterson Expressway I-264, with the following courses, north 
33 degrees 22 minutes 13 seconds west 701.67 feet to the point of beginning 
containing approximately 4.410 acres.

EXCEPTING THEREFROM that certain parcel conveyed to the Commonwealth of 
Kentucky by Deed of Conveyance dated June 28, 1989, and recorded in Deed Book 
5876 Page 97 in the Office of the Clerk of the County Court of Jefferson 
County, Kentucky, and further described as follows:
Beginning at a point in the existing access control and right of way line, 
said point being the Grantor's east property corner, 38.00 feet left of I-264 
Station 606+52.59; thence with said existing access control and right of way 
line and the Grantor's southeast property line South 60 degrees 51 minutes 23 
seconds West (Grantor's Survey South 59 degrees 37 minutes 00 second West), 
389.94 feet to the Grantor's south property comer 38.00 feet left of I-264 
Station 602+62.65; thence with the Grantor's southwest property line North 32 
degrees 07 minutes 50 seconds West (Grantor's Survey North 33 degrees 22 
minutes 13 seconds West), 98.13 feet to a point in the proposed access 
control and right of way line 136.00 feet left of I-264 Station 602+57.54; 
thence with said proposed access control and right of way line the following 
courses:  South 89 degrees 45 minutes 09 seconds East 77.43 feet to a point 
98.00 feet left of I-264 Station 603+25.00; North 60 degrees 15 minutes 12 
seconds East, 308.38 feet to a point in the Grantor's northeast property line 
101.25 feet left of I-264 Station 606+33.36; thence with said northeast 
property line South 46 degrees 03 minutes 23 seconds East (Grantor's Survey 
South 47 degrees 17 minutes 46 seconds East), 66.11 feet to the point of 
beginning containing approximately 0.567 acre.

                                   EXHIBIT B

                            FLOOR PLAN OF PREMISES

                             {Floor Plan Schematic}


                                   EXHIBIT C

                             SPECIAL STIPULATIONS

     These Special Stipulations are hereby incorporated into this Lease and 
in the event that they conflict with any provisions of this Lease, these 
Special Stipulations shall control.

1.     Condition to Lease. This Lease is expressly conditioned upon the 
existing tenant of the Premises, the Kentucky Lottery Corporation, 
terminating its lease of the Premises and vacating the Premises on or before 
November 15, 1997.

2.     Signage. So long as this Lease is in full force and effect and Tenant 
is not in default thereunder, and subject to the foregoing terms and 
conditions, Tenant shall have the right, at its sole cost and expense, to 
install and maintain identification signage on the following:  (i) the 
exclusive right to place the name and logo "Strategia" on the exterior of the 
Building, subject to Landlord's prior approval, such sign to be illuminated 
and located in the same area as previously used by Kentucky Lottery 
Corporation; (ii) the existing monument sign located on Dutchmans Lane and 
(iii) the existing monument sign located between the Building and the One 
Paragon Centre building. Such signage shall be subject to the following terms 
and conditions:

     a.     The location, design, construction, size and all other aspects of 
such signage shall be subject to Landlord's prior approval, which approval 
shall not be unreasonably withheld;

     b.     The expense of installing, construction, maintaining and removing 
such signage shall be the sole cost and expense of Tenant and shall be paid 
directly by Tenant.  Tenant shall be responsible for all costs and expenses 
associated with such signage and Tenant shall promptly repair any damage to 
the Building or the Project resulting from the installation, construction, 
maintenance or removal of such signage.  Upon the termination or expiration 
of this Lease and upon the terms and conditions of this Special Stipulation, 
Tenant shall promptly remove such signage at its sole cost and expense.

     c.     Tenant agrees to indemnify and hold Landlord harmless for any 
cost, expense, loss (normal wear and tear excepted) or other liability 
associated with the installation, construction, maintenance and removal of 
such signage.

     d.     Tenant shall be solely responsible for ensuring that such signage 
conforms to all applicable federal, state and local laws, ordinances and 
regulations relating to such signage.

     e.     The foregoing rights granted to Tenant under this paragraph shall 
be personal to Tenant, and in the event of any assignment of this Lease or 
any sublease of the Premises by Tenant, Tenant's signage rights as contained 
above shall be void and of no further force and effect and Tenant shall 
promptly remove such signage in accordance with the foregoing terms and 
conditions, unless such assignment or sublease is a Permitted Transfer, as 
that term is defined in Section 9.1 of this Lease or approved in writing by 
Landlord pursuant to Section 9.1.  Further, Tenant's signage rights are 
conditioned upon Tenant occupying the entire Premises.  If Tenant vacates the 
Premises for a period in excess of sixty (60) days, Tenant's signage rights 
shall be similarly void and of no further force and effect.

3.     Extension Option.  So long as this Lease is in full force and effect 
and Tenant is not in default hereunder, Tenant shall have the option (the 
"Extension Option") to extend the Term for the entire Premises for one (1) 
additional period of five (5) years (the "Extension Period") subject to the 
following terms and conditions:

     a.     In the event that Tenant assigns this Lease and such assignment 
is either a Permitted Transfer or is approved by Landlord in writing pursuant 
to Section 9.1 of this Lease, the Extension Option shall also be assigned by 
Tenant to such assignee and such assignee shall have the right, pursuant to 
and in accordance with the other terms and conditions of this provision, to 
exercise the Extension Option.  In the event that Tenant subleases all of the 
Premises to a subtenant for the remainder of the term of this Lease, and such 
sublease is a Permitted Transfer or is approved by Landlord in writing 
pursuant to Section 9.1 of this Lease, the Extension Option may only be 
exercised by Tenant (and not the subleasee) and the Tenant must reaffirm in 
writing at the time it notifies Landlord of its election to exercise the 
Extension Option that Tenant shall remain liable, as tenant, for all 
obligations and liabilities under this Lease during the Extension Period.

     b.     Tenant shall have given Landlord written notice of its desire to 
exercise the Extension Option on or before nine (9) months prior to the 
expiration of the Term. 

     c.     The Extension Option shall be only applicable to the entire 
Premises, as it may have expanded or contracted from time to time pursuant to 
the terms of this Lease, as it may have been amended from time to time, or by 
other agreement of Landlord and Tenant.

     d.     The terms and conditions of this Lease, as it may have been 
amended from time to time, shall remain in full force and effect during any 
Extension Period except that the term "Base Rent" shall be modified to mean 
the rent charged at the Prevailing Market Rate (as hereinafter defined).

     e.     "Prevailing Market Rate" shall mean the then prevailing market 
rate, in Louisville, Kentucky, for rent for leases comparable to this Lease 
for space comparable to the Premises taking into account such factors offered 
to third party tenants for comparable space as the base services year for 
pass-through expenses, the value of the tenant improvements already in place 
in the Premises at the commencement of the Extension Period, rent 
concessions, tenant improvement allowances, lease commissions saved or 
incurred, and moving allowances.  Landlord hereby agrees to make its 
determination of the Prevailing Market Rate in good faith and in a 
commercially reasonable manner.  Within fifteen (15) days after receipt by 
Landlord of Tenant's election to exercise the Extension Option, Landlord 
shall advise Tenant in writing of its determination of the Prevailing Market 
Rate on a rentable square foot basis as of the beginning of the Extension 
Period and shall provide to Tenant all information and materials used by 
Landlord in making its determination of the Prevailing Market Rate.  Within 
Forty-five (45) days of receipt of Landlord's notice, Tenant shall advise 
Landlord, in writing, whether or not Tenant accepts or rejects the Prevailing 
Market Rate proposed by Landlord. Tenant shall have the right to negotiate 
with Landlord the Prevailing Market Rate proposed by Landlord during such 
forty-five (45) day period.  Landlord shall negotiate with Tenant in a good 
faith, commercially reasonable manner and hereby agrees to meet, upon the 
written request of Tenant, with Tenant and Tenant's representations up to 
three (3) times at either the Premises, the offices of the Landlord's 
management company or other location mutually agreed upon by Landlord and 
Tenant during such forty-five (45) day period.  Tenant's failure to accept or 
reject in writing the Prevailing Market Rate proposed by Landlord or the 
failure by Landlord and Tenant to reach a written agreement as to the 
Prevailing Market Rate within such forty-five (45) day period, shall be 
deemed a rejection by Tenant, and this Lease shall end on the expiration date 
of the then-current Term of this Lease.  If Tenant accepts such rate in 
writing, then the Base Rent rate during the Extension Period shall be said 
rate.

4.     Landlord's Representations.  As an inducement to Tenant to enter into 
this Lease, Landlord represents and warrants, to the best of Landlord's 
knowledge and belief, to Tenant that the Project, the Building and the 
Premises are on the Commencement Date in compliance with all governmental 
laws, rules, regulations and directives applicable thereto, including but not 
limited to all Environmental Laws (as defined in Section 5.3(a) of this 
Lease).  Landlord hereby covenants and agrees to take all commercially 
reasonable and prudent actions during the Term to ensure that such 
representation and warranty remains in full force and effect.

5.     Removal of Liebert Unit.  Tenant shall have the right, at Tenant's 
sole cost and expense, to remove the existing Liebert unit from the Premises, 
in which event the unit shall become the sole property of Tenant.  Tenant 
shall notify Landlord of Tenant's exercise of this right within thirty (30) 
days after the full execution and delivery of this Lease by both parties.

6.     Delivery of Premises.  In the event that Landlord fails to deliver the 
Premises to Tenant substantially complete in accordance with the terms and 
conditions of Exhibit E on or before December 8, 1997 for any reason except 
if and to the extent that such delay is caused by Tenant or its agents 
(including a request by Tenant to change the Improvements, as that term is 
hereinafter defined) or force majeure, Tenant shall receive an abatement of 
all Rent due hereunder of two (2) day for each day after December 8, 1997 
that Landlord delays in so delivering the Premises to Tenant.  The foregoing 
abatement of Rent shall be outside the Term of this Lease and shall delay the 
Commencement Date for purposes of determining the Term of this Lease (but 
shall not delay the other terms and conditions of this Lease including 
Tenant's occupancy of the Premises) by the number of days Rent is so abated 
(by way of example only, if Landlord does not deliver the Premises to Tenant 
until December 11, 1997, Tenant shall be entitled to an abatement of six (6) 
days of Rent; all other terms of this Lease shall be in effect beginning 
December 11, 1997, except the Commencement Date shall be December 17, 1997 
and the Term shall commence from such date).  Further, and in addition to the 
foregoing abatement, if Landlord delivers the Premises to Tenant after 
December 15, 1997 as provided hereinabove, Tenant shall have the right, at 
its election, to delay its occupancy of the Premises and to defer the 
Commencement Date of the Term until January 1, 1998.

7.     Building Roof.  Landlord hereby represents and warrants to Tenant 
that, as of the Commencement Date, the Building roof shall be in good 
condition and Landlord covenants to make all repairs to the roof reasonably 
necessary to prevent the reoccurrence of roof leaks which might affect the 
Premises.  Tenant agrees to provide prompt notice, both oral, via a telephone 
call to Landlord's on-site building manager and written, to Landlord of any 
roof leaks affecting the Premises.  Landlord hereby agrees that it shall be 
responsible for the repair or restoration of any damage to Tenant's Premises 
caused by a leak.  For purposes of this paragraph, the term "leak" shall not 
include any leak in the building roof caused by casualty or Force Majeure. 
Further, Landlord shall promptly reimburse Tenant for any reasonable, out-of-
pocket expenses incurred by Tenant in repairing or replacing any of Tenant's 
equipment or personalty damaged by a leak.  Tenant acknowledges and agrees 
that Landlord shall not be responsible for any consequential or special 
damages caused by such a leak which Tenant might sustain.


                                   EXHIBIT D

                          COMMENCEMENT DATE AGREEMENT

     This Commencement Date Agreement (this "Agreement") is made and entered 
into this    day of         , 1997, by and between PARAGON CENTRE ASSOCIATES, 
LLC ("Landlord") and STRATEGIA CORPORATION ("Tenant").

     WHEREAS, Landlord and Tenant entered into that certain Lease (the 
"Lease") dated September, 1997, with respect to certain premises, known as 
Suite 400, located on the 4th floor, at Two Paragon Centre, 640 Dutchmans 
Lane, Louisville, Kentucky 40205, as such demised premises are more 
particularly described in the Lease.

     WHEREAS, this Agreement is executed by Landlord and Tenant to confirm 
the Commencement Date and the Expiration Date, as those terms are defined in 
the Lease;

     NOW, THEREFORE, for and in consideration of the demised premises and the 
mutual covenants expressed in the Lease, it is hereby agreed by Landlord and 
Tenant as follows:

     1.     The Premises were substantially complete and the Base Rent and 
Additional Rent (as such terms are defined in the Lease) commenced on 
            ,1997 (the "Commencement Date") and will expire on             , 
2003 (the "Expiration Date").

     2.     This Agreement shall not be deemed or construed to alter or amend 
the Lease in any manner.

     IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be 
executed as of the day and year first above written.

TENANT:                                   LANDLORD:
STRATEGIA CORPORATION, a Kentucky         PARAGON CENTRE ASSOCIATES, LLC,
Corporation                               a corporation


By:                                       By: BROOKDALE INVESTORS TWO, L.P.
   ----------------------------------     a Delaware limited partnership,
Title:                                    its sole member
      -------------------------------
                                          By:
                                             --------------------------------
                                             Fred Henritze, Manager


                                   EXHIBIT E

Tenant hereby accepts the Premises "AS IS" and "WHERE IS" and acknowledges 
and agrees Landlord's only obligation to construct any tenant improvements to 
the Premises or make any alterations or additions thereto are as follows: 
Landlord agrees that it shall construct, at reasonable market costs, the 
tenant improvements described in Exhibit E-1 (the "Improvements") for the 
Premises.  Tenant shall bear the cost of the Improvements to Tenant's 
Premises, (including, without limitation, a five percent (5%) construction 
management fee to Insignia Commercial Group, Inc. on all of the Improvements 
constructed by Landlord on Tenant's behalf) except that Tenant shall receive 
an allowance (the "Allowance") of Ninety Six Thousand One Hundred Thirty 
Eight and No/100 Dollars ($96,138.00) (or $6.00 per square foot).  Any 
portion of the Allowance not used or expended in the design and construction 
of the Improvements to the Premises shall be paid to Tenant by Landlord and 
shall be and become the property of Tenant and shall be used by Tenant for 
further Improvements to the Premises, including the costs incurred by Tenant 
for the furnishing of the Premises, which furnishing shall become the sole 
property of Tenant.  Tenant shall be responsible for all costs and expenses 
of the tenant improvements for the Premises, if any, in excess of the 
Allowance.


                                  EXHIBIT E-1

1.     Replace all carpeting and VCT within the Premises with Building 
standard grade materials.

2.     Repaint all non-wallpapered drywall surfaces within the Premises.

3.     Reconfigure the area commonly referred to as the "Computer Room" in 
accordance with construction drawings agreed upon by Landlord and Tenant 
which is anticipated to be as follows:

     (a)     remove the raised computer floor and replace with Building 
             standard carpeting.
     (b)     repaint the walls.
     (c)     remove and properly dispose of the existing Halon fire 
             suppression system.
     (d)     remove the wall (approximately ten (10) lineal feet) currently 
             demising the Computer Room.

4.     Signage as described in this Lease.

5.     Such other work as may be agreed by Landlord and Tenant in writing.


                                   EXHIBIT F

                        BUILDING RULES AND REGULATIONS

1.     Sidewalks, doorways, vestibules, halls, stairways, and other similar 
areas shall not be used for the disposal of trash, be obstructed by Tenant or 
be used by Tenant for any purpose other than ingress and egress to and from 
the Premises and for going from one part of the Building to another part of 
the Building.

2.     Plumbing fixtures and appliances shall be used only for the purposes 
for which designed, and no sweepings, rubbish, rags, or other unsuitable 
material shall be thrown or placed therein.  Damage resulting to any such 
fixtures or appliances from misuse by Tenant shall be paid by such Tenant and 
Landlord shall not in any case be responsible therefor.

3.     Signs, advertisements. or notices visible in or from public corridors 
or from outside the Building shall be subject to Landlord's prior written 
approval.  Without Landlord's prior consent, no nails, hooks, or screws shall 
be driven or inserted into any part of the Building, and no curtains or other 
window treatments shall be placed between the glass and the Building standard 
window treatments.

4.     With respect to work being performed by Tenant in the Premises, Tenant 
shall refer all contractors, contractors' representatives, and installation 
technicians rendering any service to Tenant to Landlord for Landlord's 
supervision and approval before the performance of any contractual services. 
This provision shall apply to all work performed in the Building, including, 
but not limited to, installations of telephones, telegraph equipment, 
electrical devices and attachments, and any and all installations of every 
nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment, 
and other physical portions of the Building.

5.     Movement in or out of the Building of furniture, office equipment, 
safes and other heavy equipment, or the dispatch or receipt by Tenant of any 
bulky material or merchandise, or materials which require use of elevators or 
stairways or movement through the Building entrances or lobby, shall be 
restricted to such hours as Landlord designates.  All such movement shall be 
under the supervision of Landlord and in the manner agreed between Tenant and 
Landlord by prearrangement before performance.  Such prearrangement, to be 
initiated by Tenant, will include determination by Landlord as to the time, 
method, and routing of such movement and as to limitations for safety or 
other concerns.  Tenant assumes all risks of damage to articles moved and 
injury to persons engaged or not engaged in such movement.  Tenant shall be 
liable to personnel of Landlord damaged or injured as a result of acts in 
connection with carrying out this service for Tenant, and Landlord shall not 
be liable for the acts of any person engaged in, or any damage or loss to any 
property or persons resulting from any act in connection with, such service 
performed for Tenant.

6.     Building management shall have the right and authority to prescribe 
the maximum weight and position of safes and other heavy equipment which may 
overstress any portion of a floor.  All damages done to the Building by 
taking in or putting out any property of Tenant, or done by Tenant's property 
while in the Building, shall be repaired at the expense of Tenant.

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

8.     Tenant space visible from a public area must be kept neat and clean.

9.     Should Tenant require telegraphic, telephonic, annunciator, or other 
communication services, Landlord will direct the electricians as to where and 
how wires are to be introduced and placed, and none shall be introduced or 
placed except as Landlord shall direct.  Electric current shall not be used 
for power or heating without Landlord's prior written permission.

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

11.     All routine deliveries to the Premises during 8:00 a.m. to 5:00 p.m. 
weekdays shall be made through the freight elevators.  Passenger elevators 
are to be used only for the movement of persons, unless an exception is 
approved by the Building management office.

12.     Tenant shall not tamper with or attempt to adjust temperature control 
thermostats in the Premises.  Landlord shall adjust thermostats as required 
to maintain the Building standard temperature.  Landlord requests that all 
window blinds remain down and tilted at a 45 degree angle toward the street 
to help maintain comfortable room temperatures and conserve energy.

13.     Tenant will comply with all security procedures during business hours 
and after hours and on weekends.

14.     Tenants are requested to lock all office doors leading to corridors 
and to turn out all lights at the close of their working day.

15.     All requests for overtime air conditioning or heating (i) for a 
Saturday, Sunday or holiday must be submitted in writing to the Building 
management office by 4:00 p.m. on the preceding business day and (ii) for 
regular business days must be submitted in writing to the Building management 
office by office by 4:00 p.m. of that business day.

16.     No flammable or explosive fluids or materials shall be kept or used 
within the Building except in areas approved by Landlord, and Tenant shall 
comply with all applicable building and fire codes relating thereto.

17.     Tenant may not place any items on the balconies of the Building 
without obtaining Landlord's prior written consent.

18.     Landlord reserves the right to rescind any of these rules and 
regulations and to make such other and further rules and regulations as in 
its good faith judgment shall from time to time be needed for the safety, 
protection, care and cleanliness of the Property, the operation thereof, the 
preservation of good order therein, and the protection and comfort of the 
tenants and their agents, employees, and invitees, which rules and 
regulations, when made and written notice thereof is given to Tenant, shall 
be binding upon Tenant in like manner as if originally herein prescribed.