EXHIBIT 10


                               AGREEMENT OF LEASE

                                     between

                ONE SENTRY PARKWAY LIMITED PARTNERSHIP, Landlord

                                       and

                         ASA INTERNATIONAL, LTD, Tenant


Section                                                       Page
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 1.  Reference Data . . . . . . . . . . . . . . . . . . . . . . 2
 2.  Demise . . . . . . . . . . . . . . . . . . . . . . . . . . 3
 3.  Construction by Landlord . . . . . . . . . . . . . . . . . 3
 4.  Term . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
 5.  Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
 6.  Rental Adjustments . . . . . . . . . . . . . . . . . . . . 5
 7.  Maintenance of Premises  . . . . . . . . . . . . . . . . . 8
 8.  No Other Services by Landlord; Utilities . . . . . . . . . 9
 9.  Insurance. . . . . . . . . . . . . . . . . . . . . . . . .10
10.  Casualty . . . . . . . . . . . . . . . . . . . . . . . . .10
11.  Condemnation . . . . . . . . . . . . . . . . . . . . . . .11
12.  Tenant's Fixtures. . . . . . . . . . . . . . . . . . . . .12
13.  Alterations. . . . . . . . . . . . . . . . . . . . . . . .12
14.  Mechanic's Liens . . . . . . . . . . . . . . . . . . . . .13
15.  Use of Premises. . . . . . . . . . . . . . . . . . . . . .13
16.  Environmental Matters. . . . . . . . . . . . . . . . . . .14
17.  Rules and Regulations  . . . . . . . . . . . . . . . . . .15
18.  Governmental Regulations . . . . . . . . . . . . . . . . .16
19.  Signs. . . . . . . . . . . . . . . . . . . . . . . . . . .16
20.  Landlord's Entry . . . . . . . . . . . . . . . . . . . . .16
21.  Indemnification  . . . . . . . . . . . . . . . . . . . . .16
22.  Curing Tenant's Defaults . . . . . . . . . . . . . . . . .17
23.  Default  . . . . . . . . . . . . . . . . . . . . . . . . .17
24.  Quiet Enjoyment  . . . . . . . . . . . . . . . . . . . . .22
25.  Assignment and Subletting  . . . . . . . . . . . . . . . .22
26.  Subordination  . . . . . . . . . . . . . . . . . . . . . .23
27.  Tenant's Certificates  . . . . . . . . . . . . . . . . . .23
28.  Acceptance; Surrender  . . . . . . . . . . . . . . . . . .23
29.  Holding Over . . . . . . . . . . . . . . . . . . . . . . .24
30.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . .24
31.  Broker . . . . . . . . . . . . . . . . . . . . . . . . . .24
32.  Definition of Parties  . . . . . . . . . . . . . . . . . .25
33.  Entire Agreement; Interpretation . . . . . . . . . . . . .25
34.  Security Deposit . . . . . . . . . . . . . . . . . . . . .25
35.  Relocation Clause. . . . . . . . . . . . . . . . . . . . .26


         ONE SENTRY PARKWAY, 475 SENTRY PARKWAY, BLUE BELL


          AGREEMENT OF LEASE made this 26th day of August, 1998, by and between
ONE SENTRY PARKWAY LIMITED PARTNERSHIP, a Pennsylvania limited partnership, with
its principal place of business c/o Parec Realty, Inc., 731 Skippack Pike, P.O.
Box 1205, Blue Bell, Pennsylvania 19422 ("Landlord"), party of the first part,
and ASA INTERNATIONAL, LTD, a Delaware corporation, with a place of business at
10 Speen Street, Framingham, MA 01701 ("Tenant"), party of the second part.

          WITNESSETH THAT, for and in consideration of the rents, covenants and
agreements herein contained and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:


          1. Reference Data. As used in this Lease, the following terms shall be
defined as indicated and refer to the data set forth in this section 1.


PREMISES: that 9,667 rentable square foot portion of the One Sentry Parkway
          Office Building (the "Building") constructed on certain land (the
          "Land") located at 475 Sentry Parkway, Blue Bell, with C1 zoning in
          Montgomery County, Pennsylvania, as further identified in Exhibit "A",
          attached hereto.


TERM:     Seven (7) years.


COMMENCEMENT DATE: February 1, 1999.


BASE      RENT: Year 1: $149,838.50 annually; payable in twelve equal monthly
          installments of $12,486.54.

          Year 2: $152,835.27 annually; payable in twelve equal monthly
          installments of $12,736.27.

          Year 3: $155,891.98 annually; payable in twelve equal monthly
          installments of $12,991.00.

          Year 4: $159,009.81 annually; payable in twelve equal monthly
          installments of $13,250.82.

          Year 5: $162,190.01 annually; payable in twelve equal monthly
          installments of $13,515.83.

          Year 6: $165,433.81 annually; payable in twelve equal monthly
          installments of $13,786.15.

          Year 7: $168,742.49 annually; payable in twelve equal monthly
          installments of $14,061.87.

     The first monthly installment shall be paid on or before November 15, 1998.


ADDITIONAL RENT:  Sums not including Base Rent which Tenant is obligated
                  to pay to Landlord from time to time pursuant to the terms of
                  this Lease.


PERMITTED USES:   Tenant shall use and occupy the Premises for general
                  office use only.


SECURITY DEPOSIT: $12,000.00 paid upon execution of this Lease
                  Agreement.


ACTIVE BROKER:    Rod Neary, Gola Corporate Real Estate.


EXHIBITS:         The following exhibits shall be attached to this Lease and
                  incorporated herein and made a part hereof:

           Exhibit A     Space Plan
           Exhibit B     Specifications to Space Plan
           Exhibit C     Rules and Regulations


     2. Demise. Landlord hereby demises and lets to Tenant and Tenant hereby
leases from Landlord the Premises for the Term, upon the conditions and
limitations set forth herein. This Lease shall not be binding upon Landlord
unless Landlord's mortgagee shall have approved this Lease within ten (10) days
from the date hereof.


     3. Construction by Landlord.

          A. Landlord shall, without cost to Tenant, complete, alter or improve
the Premises in accordance with the memorandum of work, plans and specifications
attached hereto as Exhibit "A" and Exhibit "B" (the "Plans and Specifications")
and made a part hereof. Tenant hereby approves the Memorandum of Work and Plans
and Specifications attached hereto as Exhibit "A" and Exhibit "B".

          B. If Landlord deems any changes, additions or alterations in the
Plans and Specifications necessary in connection with the construction of the
Premises, such changes, additions or alterations shall be submitted to Tenant
for approval, which approval shall not be unreasonably withheld or delayed and
shall be deemed to be given if not disapproved in writing within seven (7) days
after Landlord's submission of the same to Tenant. Any dispute as to the content
of such changes, additions or alterations may, at the option of either party
hereto, be conclusively determined by the independent architect or engineer
retained by Landlord for the construction of the Building.

          C. The Premises shall be substantially completed on or before the
Commencement Date provided that the equivalent to any time lost by Landlord due
to strikes, labor disputes, governmental restrictions or limitations, scarcity
of or inability to obtain labor or materials, accidents, fire or other
casualties, weather conditions, or any other similar cause beyond the reasonable
control of Landlord shall result in the equivalent extension of the Commencement
Date (and accordingly, the expiration of the Term); provided, however, that if
such extension shall last more than sixty (60) days beyond the commencement
date, the Tenant, at its sole option, may terminate this agreement, in which
event all monies paid on account shall be returned, together with interest
earned thereon. All the aforesaid work shall be done in compliance with
applicable laws and lawful ordinances.

          D. Tenant, its agents, employees and contractors, shall at all times
prior to the commencement of the Term have the right, at Tenant's own risk and
responsibility, to enter the Premises for the purpose of taking measurements and
installing its furnishings and equipment, provided that such entry shall not
interfere with or delay the work to be performed hereunder by Landlord and that
Tenant shall use licensed and insured contractors, and provided further that
prior to the making of such installations, Tenant shall have obtained Landlord's
written consent thereto (which consent shall not unreasonably be withheld).

     4. Term. The Term shall commence on the later of: (a) the Commencement
Date; (b) the date when Tenant, with Landlord's consent, assumes possession of
the Premises or any part thereof; or (c) the fifth consecutive business day
following Landlord's notice to Tenant that the Premises are substantially
completed. The Premises shall be substantially completed when the construction
work and other items of work for which Landlord is responsible under Section 3
hereof have been completed to the extent that the Premises may be fully occupied
by Tenant for its intended use, subject only to completion of minor finishing
and adjustment of equipment. The commencement and expiration dates of the Term,
when determined as above provided, shall be confirmed by an addendum to this
Lease.

     5.  Rent.

          A. Tenant shall pay to Landlord during the Term the Base Rent, without
notice or demand, in the monthly installments specified in Section 1, in advance
on the first day of each calendar month of the Term. If the Term commences other
than on the first day of a calendar month, then the installments of Base Rent
for the first calendar month during which Tenant is obligated to pay Base Rent
hereunder and the last calendar month of the Term shall be adjusted
proportionately.

          B. If Tenant fails to pay when due any Rent or any other sum within
ten (10) days after its due date, then Tenant shall pay a late charge in the
amount of five percent (5%) of the amount of such delinquent payment or
payments, as the case may be. Such late charge is intended to compensate
Landlord for additional expenses incurred by Landlord in processing such late
payments. The late charge provided for herein is in addition to and is
cumulative with all other rights and remedies of Landlord provided for
hereunder. Nothing herein contained is intended to violate any applicable law,
code or regulation, and in all instances all such charges shall be automatically
reduced to any maximum applicable legal rate or charge. Such charge shall be
imposed monthly for each late payment.

     6.  Rental Adjustments.

          (Paragraph Intentionally Deleted)

     7.  Maintenance of Premises.

          (a) Landlord shall be responsible, at its sole cost and expense, to
keep the exterior foundations and walls of the Building in good order and
repair; provided that Tenant shall give Landlord reasonable notice of the need
for such repair. Landlord shall be responsible, as an Operating Expense, to keep
the roof, floors, sewage system, any other underground utilities, plumbing,
electrical, heating and air conditioning systems, all down spouts, gutters,
sidewalks, the parking lot, driveways, all common interior portions of the
Building and all common fixtures and appurtenances therein, all windows, doors,
ceilings and landscaping in and about the premises and the building of which it
is a part in good order and repair, and shall be responsible for snow removal in
and about the premises and the sidewalks and parking areas associated with it.

          (b) Tenant shall, throughout the term, and at its sole cost and
expense, take good care of the Premises and the other improvements now or
hereafter comprising all or any part of the Premises, the electrical systems and
facilities located in the Premises, and the fixtures and appurtenances therein
and maintain the same in good order and condition, and promptly at Tenant's own
cost and expense make all repairs necessary to maintain such good order and
condition, except for repairs which Landlord agrees to make pursuant to the
previous paragraph. Tenant shall, at its sole cost and expense, repair and
replace all damage or injury to the Premises, including any portion of the
Premises which Landlord is obligated to maintain pursuant to the previous
paragraph of this Section 7, caused by (i) the negligence or willful conduct of
Tenant or its employees, agents, invitees, licensees, subtenants, or
contractors, or (ii) as the result of all or any of them moving in or out of the
Premises or by installation or removal of furniture, fixtures or other property,
which repairs and replacements shall be in quality and class equal to the
original work or installations. If Tenant fails to make such repairs or
replacements after fifteen (15) days' prior written notice from Landlord (with
the exception of emergencies, which shall not require prior notice), the same
may be made by Landlord and such expense shall be collectible as Additional Rent
and paid by Tenant within fifteen (15) days after rendition of a bill therefor.

          (c) Landlord shall not be liable by reason of any injury to or
interference with Tenant's business arising from the making of any repairs,
alterations, additions or improvements in or to the Premises or to any
appurtenances or equipment therein, except to the extent such repairs, etc., are
necessitated by the negligence or willful act of Landlord, its agents, employees
or contractors. Except as expressly provided in sections 10 and 11 hereof, there
shall be no abatement of rent because of such repairs, alterations, additions or
improvements.

          (d) Landlord shall provided janitorial services for Tenant's suite,
Monday through Friday nights.


     8.  No Other Services by Landlord; Utilities.

          A. Landlord shall not be required to render any services to Tenant or
to make any repairs or replacements to the Premises, except as provided in
sections 7 hereof.

          B. Tenant shall be solely responsible for and shall promptly pay all
rents, costs and charges for electricity, telephone, security systems, and any
other service used or consumed in or servicing the Premises and all other costs
and expenses involved in the care, management and use thereof.

          C. Landlord shall supply the Premises with reasonable electric service
for heat, air conditioning, lighting and power to operate business machines and
equipment. Landlord shall furnish and install a meter to measure Tenant's
electric usage and Tenant shall pay the utility company direct for such usage.

     9.  Insurance.

          A. Tenant, at Tenant's expense, and Landlord, at Landlord's expense,
shall maintain in effect throughout the Term, insurance against claims for
personal injury (including death) and property damage, under a policy of general
public liability insurance, in amounts not less than $1,000,000 combined single
limit in respect of bodily injury (Including death) and $1,000,000 for property
damage.

          B. Prior to the commencement of the Term, Tenant shall provide
Landlord with certificates of the insurance policies herein required of Tenant.
All policies shall provide that coverage thereunder may not be reduced or
terminated without at least thirty (30) days prior written notice to Landlord.
Tenant shall furnish to Landlord throughout the Term replacement certificates at
least thirty (30) days prior to the expiration date of the then current policies
and, upon request of Landlord, shall supply to Landlord copies of all policies
herein required of Tenant. The insurance policy referred to in subsection A
above shall name both Landlord and Tenant as insured parties. Landlord's
obligation with respect to the Tenant pursuant to this paragraph shall be the
same as the Tenant's obligation with respect to the Landlord.

          C. Each of the parties hereto hereby releases the other from all
liability for all injury, loss or damage which may be inflicted upon persons or
the property of such party, even if such liability results from the negligence
of the other party; provided, however, that this release shall be effective only
(i) during such time as the applicable insurance policy carried by such party
names the other party as a co-insured or contains a clause to the effect that
this release shall not affect said policy or the right of the insured to recover
thereunder, and (ii) to the extent of the coverage of such policy. If any policy
does not permit such a waiver, and if the party to benefit therefrom requests
that such a waiver be obtained, the other party agrees to obtain an endorsement
to its insurance policies permitting such waiver of subrogation, if available,
and if an additional premium is charged for such waiver, the party benefiting
therefrom shall pay same promptly upon being billed therefor.

     10.  Casualty.

          A. If the Premises shall be damaged or destroyed by fire or other
casualty, Tenant shall promptly notify Landlord, and Landlord shall repair the
damaged portions of the Premises (but not any of the Tenant's property therein
or improvements or alterations made by the Tenant), except that if, in
Landlord's reasonable judgment, the damage would require more than sixty days
work to repair, or if the insurance proceeds (excluding rent insurance) which
Landlord anticipates receiving must be applied to repay any mortgages
encumbering the Building or are otherwise inadequate to pay the cost of such
repair, then the Landlord shall have the right to terminate this Lease by so
notifying Tenant, which notice shall specify a termination date not less than
fifteen (15) days after its transmission. If Landlord is so required to repair,
the work shall be commenced promptly and completed with due diligence, taking
into account the time required by Landlord to effect a settlement with, and
procure insurance proceeds from, the insurer, except for delays due to
governmental regulation, scarcity of or inability to obtain labor or materials,
or causes beyond Landlord's reasonable control.

          B. During the period when Tenant shall be deprived of possession of
the Premises by reason of such damage, Tenant's obligation to pay Base Rent
under Section 5 shall abate as of the date of the casualty in the proportion
which the damaged area of the Premises bears to the entire Premises.

          C. If Landlord does not restore the Premises or the affected portion
to tenantability within one hundred eighty (180) days after such casualty
(provided that the nature of the damage is such that it reasonably could be
repaired within one hundred eighty [180] days after commencement of work), or so
commences restoration and pursues the same with due diligence if restoration
cannot be completed within such one hundred eighty (180) days, Tenant may then
terminate this Lease, retroactive to the date of casualty; provided, however,
such one hundred eighty (180) day period shall be extended by causes delaying
the work of restoration which are beyond Landlord's reasonable control.

     11.  Condemnation.

          A. If all or a substantial portion of the Premises is taken through
the exercise of the power of eminent domain, this Lease shall terminate on the
date when possession of the Premises is required by the condemning authority. If
only part of the Premises is taken, then (i) if the condemnation award is
insufficient to restore the remaining portion of the Premises or if such award
must be applied to repay any mortgages encumbering the Premises, or (ii) if a
substantial portion of the Premises is so taken, and it is commercially
impossible for Tenant to continue its business within the Premises, then
Landlord in the case of (i) above and Tenant in the case of (ii) above shall
have the right to terminate this Lease on the date when the condemned portion of
the Premises is required to be delivered to the condemning authority, which
right shall be exercisable by the exercising party so notifying the other party
no later than thirty (30) days prior to such date; provided, however, that in
the event Tenant elects to terminate this Lease because parking areas have been
condemned, Landlord shall have the right to negate Tenant's election to
terminate by replacing the parking spaces so condemned with additional parking
spaces located on land contiguous to the Premises.

          B. If this Lease is not so terminated after a partial condemnation,
then after the date when the condemned portion of the Premises is delivered to
the condemnor, the Base Rent shall be reduced effective as of the date of
delivery in the proportion which the condemned area bears to the entire area of
the Premises.

          C. Tenant shall have the right to claim against the condemnor only for
removal and moving expenses and business dislocation damages which may be
separately payable to tenants in general under Pennsylvania law, provided such
payment does not reduce the award otherwise payable to Landlord. Subject to the
foregoing, Tenant hereby waives all claims against Landlord with respect to a
condemnation, and hereby assigns to Landlord all claims against the condemnor
including, without limitation, all claims for leasehold damages and diminution
in the value of Tenant's leasehold estate. Tenant shall also have the right to
make claim for the loss of leasehold improvements and fixtures installed by
Tenant at its expense so long as the payment for the taking of such leasehold
improvements or fixtures does not reduce the award otherwise payable to
Landlord.

     12. Tenant's Fixtures. Tenant shall have the right to install trade
fixtures, machinery and equipment (excluding alterations, improvements and
additions which are governed by Section 13) required by Tenant or used by it in
its business, provided that same do not impair the structural strength of the
Building and further provided that such trade fixtures, machinery and equipment
shall be limited to items normally used in an office/warehouse building. Tenant
shall remove all such trade fixtures, machinery and equipment prior to the end
of the Term, and Tenant shall repair and restore any damage to the Premises
caused by such installation or removal.

     13. Alterations. Tenant shall not, without on each occasion, first
obtaining Landlord's prior written consent, which approval shall not be
unreasonably withheld or delayed and shall be deemed to be given if not
disapproved in writing within seven (7) days of submission of the same to the
Landlord, make any alterations, improvements or additions to the Premises,
except that Tenant may, without the consent of Landlord but with prior written
notice to Landlord, make minor improvements to the interior of the Premises
provided that they do not impair the structural strength, operation or value of
the Premises. Tenant agrees to pay for such alterations, etc. and to indemnify,
save and hold Landlord harmless from any cost, expense or liens arising in
connection therewith. All alterations, improvements and additions, except for
minor alterations and improvements as aforesaid, upon completion of construction
thereof, shall become part of the Premises and the property of Landlord without
payment therefor by Landlord and shall be surrendered to Landlord at the end of
the Term; provided, however, that Tenant shall, prior to the end of the Term,
remove all such alterations and improvements, or the parts thereof specified by
Landlord, from the Premises and shall repair all damage caused by installation
and removal. For purposes of this Section 13, "minor improvements" shall be
defined as those improvements costing no more than $2,000.

     14. Mechanics' Liens. Tenant shall not, in the making of any repairs or
alterations, suffer or permit any mechanic's laborer's or materialman's lien to
be filed against the Premises or any part thereof by reason of labor or
materials supplied or claimed to have been supplied to Tenant; and if any such
lien shall be filed, Tenant, within thirty days after notice of filing, shall
cause it to be discharged of record (by payment, payment into court or bonding).

     15. Use of Premises. Tenant shall use the Premises only for the Permitted
Use. Tenant will not occupy or use the Premises, or permit any portion of the
Premises to be occupied or used, for any business or purpose other than the
Permitted Use or for any use or purpose which is unlawful, in part or in whole,
disreputable in any manner, or extra hazardous on account of fire, nor permit
anything to be done which shall in any way cause substantial noise, vibrations,
fumes, or increase the rate of insurance on the Building or contents or cause
any cancellation of any insurance policy covering the Building or any portion of
its contents; and in the event that there shall be any increase in the rate of
insurance on the Building or contents created by Tenant's acts or conduct of
business, Tenant hereby agrees to pay to Landlord the amount of such increase on
demand. Tenant will conduct its business and control its agents, employees and
invitees in such a manner as not to create any nuisance, nor interfere with or
disturb the possession of other tenants or Landlord in the management of the
Building.

     Except as provided herein, Tenant shall not, without the prior written
consent of Landlord, which may be granted or withheld in Landlord's sole
discretion, but which granting or withholding shall not be unreasonably delayed,
paint, install lighting or decorations, or install any signs, window or door
lettering or advertising media of any type on or about the Premises or any part
thereof. All signs installed by Tenant shall be removed by Tenant at its expense
upon the expiration or sooner termination of this Lease.

     16. Environmental Matters. Without limiting the generality of Section 15
hereof, Tenant shall conduct all activity in compliance with all federal, state,
and local laws, statutes, ordinances, rules, regulations, orders and
requirements of common law concerning protection of the environment or human
health ("Environmental Law"). Tenant shall also cause its subtenants (if
subtenants are permitted by this Lease), licenses, invitees, agents,
contractors, subcontractors and employees to comply with all Environmental Laws.
Tenant and its permitted subtenants, licensees, invitees, agents, contractors
and subcontractors shall obtain, maintain, and comply with all necessary
environmental permits, approvals, registrations and licenses.

     Tenant shall not use or store Hazardous Materials (as hereafter defined) in
the Premises except for such Hazardous Materials of the types and quantities as
are commonly used in business offices similar to Tenant's, including by way of
example and not limitation, photocopier toner fluid and correction fluid (the
"Excepted Materials"). In addition to and not in limitation of the foregoing,
Tenant, its permitted subtenants, licensees, invitees, agents, contractors,
subcontractors and employees shall not generate, refine, produce, transfer,
process or transport Hazardous Materials on, above, beneath or near the Premises
of the Building, provided that nothing herein is intended to prohibit the lawful
transfer to and from the Premises of the Excepted Materials. As used herein, the
term "Hazardous Materials" shall include, without limitation, all of the
following: (1) hazardous substances, as such term is defined in the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. Section 9601 (14), as amended by the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613 (Oct. 17, 1986)
("SARA"); (2) regulated substances, within the meaning of Title I of the
Resource Conservation and Recovery Act, 42 U.S.C. Sections 69916991(I), as
amended by SARA; (3) any element, compound or material which can pose a threat
to the public health or the environment when released into the environment; (4)
hazardous waste as defined in the Pennsylvania Solid Waste Management Act, PA
Stat. Ann. Title 35 Section 6018.103 (Purdon Supp. 1987); (5) hazardous material
designated under the Pennsylvania Hazardous Materials Transportation Act Pa.
Stat. Ann Title 75 Sections 8303 Purdon Supp. 1987); (6) any substance which may
be the subject of liability pursuant to the Pennsylvania Clean Streams Law, Pa
Stat. Ann. Title 35, Sections 691.1 to 691.1001 (Purdon Supp. 1987); (7) an
object or material which is contaminated with any of the foregoing; (8) any
other substance designated by any of the Environmental Laws or a federal, state
or local agency as detrimental to public health, safety and the environment.

          a. Tenant, its permitted subtenants, licensees, invitees, agents,
contractors, subcontractors and employees shall not release, spill, pump, pour,
emit, empty, dump or otherwise discharge or allow to escape Hazardous Materials
into the environment, and Tenant shall take all action necessary to remedy the
results of any such release, spillage, pumping, pouring, emission, emptying,
dumping, discharge or escape.

          b. Tenant shall protect, indemnify and save Landlord harmless from and
against any and all liability, loss, damage, cost or expense (including
reasonable attorneys' fees) that Landlord may suffer or incur as a result of any
claims, demands, damages, losses, liabilities, costs, charges, suits, orders,
judgments or adjudications asserted, assessed, filed or entered against Landlord
or the Building, by any third-party, including without limitation, any
governmental authority, arising from the breach of Environmental Laws by Tenant,
its subtenants, licensees, or otherwise arising from the alleged generation,
refining, production, storage, handling, use, transfer, processing,
transportation, release, spillage, pumping, pouring, emission, emptying,
dumping, discharge or escape of Hazardous Materials on, from or affecting the
Premises or the Building as the result of the act or omission of Tenant, its
subtenants, licenses, invitees, agents, contractors, subcontractors and/or
employees including, without limitation, liability for costs and expenses of
abatement, correction, clean-up or other remedy, fines, damages, bodily injury
(including death) and property damage.

          c. Tenant shall supply Landlord with copies of any written
communication between Tenant and any governmental agency or instrumentality
concerning or relating to Environmental Laws.

     17. Rules and Regulations. Tenant covenants and agrees that Tenant, its
employees, agents, invitees, licensees and other visitors, shall observe
faithfully, and comply strictly with, such reasonable Rules and Regulations as
Landlord or Landlord's agents may, after notice to Tenant, from time to time
adopt with respect to the Building and common areas, and which have been
provided to Tenant in writing no less than thirty (30) days before the effective
date thereof.

     18. Governmental Regulations. Tenant shall throughout the term of this
Lease, at Tenant's sole cost and expense, promptly comply with all laws and
ordinances and notices, orders, rules, regulations and requirements of all
federal, state and municipal governments and appropriate departments,
commissions, boards and officers thereof, and notices, orders, rules and
regulations of the National Board of Fire Underwriters, or any other body now or
hereafter constituted exercising similar functions, relating to the Premises,
exterior as well as interior, foreseen or unforeseen, ordinary as well as
extraordinary, or to the use or manner of use of the Premises, or to the
fixtures and equipment thereof; provided, however, that Tenant shall not be
required to comply with the foregoing laws, ordinances and notices with respect
to the exterior walls unless the need for such compliance arises out of Tenant's
use, manner of use or occupancy of, or installations within or upon the
Premises. Without limiting the generality of the foregoing, Tenant shall keep in
force at all times all licenses, consents and permits necessary for the lawful
use of the Premises for the purposes herein provided and Tenant shall pay all
personal property taxes, income taxes, license fees, and other taxes which are
or may be assessed, levied or imposed upon Tenant in connection with Tenant's
operation of its business upon the Premises. Tenant shall likewise observe and
comply with the requirements of all policies of public liability, fire and other
policies of insurance at any time in force with respect to the Premises.

     19. Signs. Except for signs which are located wholly within the interior of
the Premises and which are not visible from the exterior of the Premises, no
signs shall be placed, erected or maintained at any place upon the Premises or
the Building. Landlord shall provide Premises door and lobby marque signage.

     20. Landlord's Entry. Landlord and its agents, contractors and invitees
shall have the right to enter the Premises at all reasonable times to inspect
the same, to exhibit same to prospective purchasers, tenants and mortgagees, and
to make any necessary repairs thereto. Landlord shall not be liable in any
manner to Tenant by reason of such entry or the performance of repair work in
the Premises and the obligations of Tenant hereunder shall not thereby be
affected.

     21.  Indemnification.

          A. The parties hereto shall each indemnify the other from and against
any and all losses, costs (including reasonable counsel fees), claims, suits,
actions and causes of action, whether legal or equitable, sustained or arising
by reason of the indemnifying party's default in any of its obligations
hereunder, or of the fault or neglect of the indemnifying party or of the
failure by the indemnifying party or any of its officers, agents, employees or
invitees to fulfill any duty toward the public, or any person or persons
whomsoever, which the indemnifying party, by reason of its occupancy or use of
the Premises, may owe.

          B. Tenant shall protect, indemnify and save Landlord harmless from and
against any and all liability, damages, costs or expenses that Landlord may
suffer or incur as a result of any claims, suits, actions, demands, damages,
losses, liabilities, costs, charges, suits, orders, judgments or adjudications
asserted, assessed, filed or entered against Landlord by any third party,
including any governmental authority, arising from or in any way related to the
alleged generation, manufacture, production, processing, refining, handling,
treatment, storage, deposit, disposal, burial, dumping, injecting, spilling,
leaking or other use, placement or release in, on or affecting the Premises or
any adjoining property owned by Landlord of a Hazardous Substance or otherwise
arising from any other alleged violation of any of the Environmental Laws,
including, but not limited to, liability for costs and expenses of abatement,
correction or clean-up, fines, damages, response costs or penalties, or
liability for personal injury or property damage.

     22. Curing Tenant's Defaults. If Tenant shall default in performing any of
its obligations hereunder, Landlord may (but shall not be so obliged), in
addition to Landlord's other rights and remedies and without waiver of such
default, cure such default on behalf of Tenant, thereby entering and possessing
the Premises if deemed necessary by Landlord, provided that Landlord shall have
first given Tenant written notice of such default and Tenant shall have failed
within fifteen (15) days following said written notice to cure or diligently to
pursue the cure of said default (which notice and opportunity to cure shall not
be required in case of emergency). Tenant, upon demand of Landlord, shall
reimburse Landlord for all costs (including reasonable counsel fees) incurred by
Landlord with respect to such default, and, if Landlord so elects, Landlord's
efforts to cure the same, which costs shall be deemed Additional Rent hereunder.

     23.  Default.

          A. Events of Default. If

               i) Tenant fails to pay any installment of Base Rent when due and
such failure continues for a period of five (5) days after notice by or on
behalf of Landlord; provided, however, that Landlord need not give any such
notice, and Tenant shall not be entitled to any such period of grace, more than
twice in any twelve (12) month period,

               ii) Tenant fails to pay any Operating Expense Excess or
Additional Rent when due and such failure continues for a period of ten (10)
days after written notice from Landlord,

               iii) Tenant vacates the Premises,

               iv) Tenant fails to observe or perform any of Tenant's other
obligations herein contained and such failure continues for more than fifteen
(15) days after written notice from Landlord,

               v) Tenant makes an assignment for the benefit of creditors,

               vi) Tenant commits an act of bankruptcy or files a petition or
commences any proceeding under any bankruptcy or insolvency law,

               vii) a petition is filed or any proceeding is commenced against
Tenant under any bankruptcy or insolvency law and is not dismissed within thirty
(30) days,

               viii) Tenant is adjudicated a bankrupt,

               ix) a receiver or other official is appointed for Tenant or for a
substantial part of Tenant's assets or for Tenant's interests in this Lease, or

               x) any attachment or execution is filed or levied against a
substantial part of Tenant's assets or Tenant's interests in this Lease or any
of Tenant's property in the Premises, then, in any such event, an Event of
Default shall be deemed to Exist and Tenant shall be in default hereunder.

          B. Landlord's Remedies. If an Event of Default occurs hereunder, at
the option of Landlord:

               i) the balance of the Base Rent and all Additional Rent and all
other sums to which Landlord is entitled hereunder shall be deemed to be due,
payable and in arrears, as if payable in advance hereunder. Any acceleration of
the rent by Landlord shall not constitute a waiver of any right or remedy of
Landlord, and if Tenant shall fail to pay the accelerated rent upon Landlord's
demand, then Landlord may thereafter terminate this Lease, as aforesaid.

                        OR

               ii) this Lease and the Term shall, without waiver of Landlord's
other rights and remedies, terminate without any right of Tenant to save the
forfeiture. Immediately upon such termination by Landlord, Landlord shall have
the right to recover possession of the Premises with or without legal process,
breaking locks and replacing locks, and removing Tenant's and any third party's
property therefrom, and making any disposition thereof as Landlord may deem
commercially reasonable.

     C. Damages. Unless and until Landlord shall have terminated this Lease
under subsection 23.B above, Tenant shall remain fully liable and responsible to
perform all of the covenants and to observe all of the conditions of this Lease
throughout the remainder of the Term; and, in addition, Tenant shall pay to
Landlord, upon demand and as Additional Rent, the total sum of all reasonable
costs, losses and expenses, including reasonable counsel fees, as Landlord
incurs, directly or indirectly, because of any Event of Default having occurred.

     If Landlord terminates Tenant's leasehold estate and this Lease as provided
in subsection 23.B above, Landlord shall have the unrestricted right to relet
the Premises or any part(s) thereof, to such Tenant(s), on such provisions and
for such period(s) as Landlord may deem appropriate. It is understood that
Landlord shall have no obligation to have the Premises available for reletting
or otherwise endeavor to relet so long as Landlord (or any related entity) has
other comparable vacant space or property available for leasing to others in the
general geographical area of the Premises; and that notwithstanding
nonavailability of other space or property, Landlord's obligation to mitigate
damages shall be limited to such efforts as Landlord, in its sole reasonable
judgment, deems appropriate.

     The damages which Landlord shall be entitled to recover from Tenant in such
case shall be the sum of:

             i) all Base Rent and Additional Rent accrued and unpaid as of the
termination date;

            ii) a) all reasonable costs and expenses incurred by Landlord in
recovering possession of the Premises, including removal and storage of Tenant's
property, improvements and alterations therefrom,

                b) the reasonable costs and expenses of restoring the Premises
to the condition in which the same were to have been surrendered by Tenant as of
the expiration of the Term, or, in lieu thereof, the costs and expenses of
remodeling or altering the Premises or any part for reletting the same,

                c) the reasonable costs of reletting (exclusive of those covered
by the foregoing b) including brokerage fees and reasonable counsel fees, and

                d) general overhead and advertising expenses not in excess of 
one percent (1%) of the total Base Rent otherwise to be paid by Tenant over the
remainder of the Term, for each month or part thereof between the date of
termination and the reletting of the entire Premises; AND

               iii) all Base Rent and other charges (including Additional Rent
when the same can be determined) otherwise payable by Tenant over the remainder
of the Term:

               ---LESS---

               iv) all rent, including Additional Rent to the extent that the
same would have been payable by Tenant, as Landlord may receive from other
tenant(s) by reason of the leasing of the Premises or part thereof during or
attributable to any period falling within the otherwise remainder of the Term.

               The damage sums payable by Tenant under the preceding provisions
of this subsection 23.C. shall be payable on demand from time to time as the
amounts are determined; and if from Landlord's subsequent receipt of rent as
aforesaid from reletting, there be any excess payment(s) by Tenant by reason of
the crediting of such rent thereafter received, the excess payment(s) shall be
refunded by Landlord to Tenant, without interest.

               D. Interest Due on Unpaid Amounts. Any sums payable by Tenant
hereunder which are not paid within ten (10) days after the same shall be due
shall bear interest from that day until paid at the rate of two percent (2%)
over the then prime rate being charged by CoreStates Bank for ninety (90) day
loans to major corporate borrowers (unless such rate be usurious as applied to
Tenant, in which case the highest permitted legal rate shall apply).

               E. Confession of Judgment. The following paragraphs set forth
warrants of authority for an attorney to confess judgments against Tenant. In
granting these warrants or attorney to confess judgments against Tenant, Tenant
hereby knowingly, intentionally, voluntarily, and unconditionally waives any and
all rights Tenant has or may have with respect to prior notice and an
opportunity for hearing under the respective constitutions and laws of the
United States and the Commonwealth of Pennsylvania.

               If any rental or other sum payable by Tenant hereunder remains
unpaid after the due date (whether by acceleration or otherwise) therefor,
Tenant hereby empowers any prothonotary or attorney of any court of record to
appear for Tenant in any and all actions which may be brought for said
arrearages, to sign for Tenant an agreement for entering in any competent court
an action or actions for the recovery of such arrearages, or, as Landlord may
elect, to accept service and process for, to appear for and to confess judgment
against Tenant for all such arrearages, interest and cost, together with an
attorney's commission of five percent (5%). Such authority shall not be
exhausted by one exercise thereof, but judgment may be confessed as aforesaid
from time to time as often as said rent and other charges shall be in arrears.
For the purpose of proceeding under this subsection, this Lease shall be a
sufficient warrant, and a true and correct copy of this Lease may be filed with
the court in lieu of filing an original copy hereof. When the Term shall end by
expiration or by termination thereof on account of Tenant's default, it shall be
lawful for any attorney, as attorney for Tenant, to file an agreement for
entering in any competent court an action in confession of judgment in ejectment
against Tenant and all persons claiming under Tenant for the recovery by
Landlord of possession of the Premises, for which this Lease shall be a
sufficient warrant, whereupon a writ of possession may issue forthwith, without
any prior proceedings whatsoever; if for any reason after such action shall have
been commenced, the same shall have been terminated and possession of the
Premises shall remain in or be restored to Tenant, Landlord shall have the right
upon subsequent default or upon termination of this Lease to bring one or more
amicable actions as aforesaid to recover possession.

               Tenant acknowledges that it has had the assistance of legal
counsel in the review and execution of this lease and further acknowledges that
the meaning and effect of the foregoing provisions concerning confession of
judgments have been fully explained to Tenant by such counsel.

               F. Waivers by Landlord, etc. No act or forbearance by Landlord
shall be deemed a waiver or election of any right or remedy by Landlord with
respect to Tenant's obligations hereunder, unless and to the extent that
Landlord shall execute and deliver to Tenant a written instrument to such
effect, and any such written waiver by Landlord shall not constitute a waiver or
relinquishment for the future of any obligation of Tenant. Landlord's acceptance
of any payment from Tenant (regardless of any endorsement on any check or any
writing accompanying such payment) may be applied by Landlord to Tenant's
obligations then due hereunder, in any priority as Landlord may elect, and such
acceptance by Landlord shall not operate as an accord and satisfaction or
constitute a waiver of any right or remedy of Landlord with regard to Tenant's
obligations hereunder.

     24. Quiet Enjoyment. So long as Tenant is not in default under the
covenants and agreements of this Lease, Tenant's quiet and peaceful enjoyment of
the Premises shall not be disturbed or interfered with by Landlord or by any
person claiming by, through or under Landlord, nor shall Landlord permit any
person to interfere with Tenant's quiet and peaceful enjoyment of the premises.

     25. Assignment and Subletting. Tenant shall not assign, pledge, mortgage or
otherwise transfer or encumber this Lease, nor sublet all or any part of the
Premises or permit the same to be occupied or used by anyone other than Tenant
or its employees or any subsidiary, parent or affiliated company of Tenant
without Landlord's prior written approval, which Landlord agrees not
unreasonably to withhold. It will not be unreasonable for Landlord to withhold
consent if the reputation, financial responsibility, or business of a proposed
assignee or subtenant is unsatisfactory to Landlord.

     Tenant's request for approval shall be in writing and contain the name,
address and description of the business of the proposed assignee or subtenant,
its most recent financial statement and other evidence of financial
responsibility, its intended use of the Premises, and the terms and conditions
of the proposed assignment or subletting.

     Within fifteen (15) days from receipt of such request, Landlord shall
either:

          A. grant consent, or

          B. refuse consent, or

          C. require Tenant to execute an assignment or lease or sublease of
Tenant's interest hereunder to Landlord or its designee upon the same terms and
conditions as are contained herein, together with an assignment of Tenant's
interest as sublessor in any such proposed sublease, or

          D. if the request is for consent to a proposed assignment of this
Lease, terminate this Lease and the Term hereof effective as of the last day of
the month in which the request was received.

     Each assignee or sublessee of Tenant's interest hereunder shall assume and
be deemed to have assumed this Lease and shall be and remain liable jointly and
severally with Tenant for all payments and for the due performance of all terms,
covenants, conditions and provisions herein contained on Tenant's part to be
observed and performed. No assignment shall be binding upon Landlord unless the
assignee shall deliver to Landlord an instrument in recordable form containing a
covenant or assumption by the assignee, but the failure or refusal of an
assignee to execute the same shall not release assignee from its liability as
set forth herein.

     Any assignment or subletting to any party other than an affiliate,
subsidiary or parent company, shall terminate any right of Tenant (as may
otherwise be provided for herein) to renew or extend the Term of this Lease or
any right of expansion to new or additional space, and shall likewise terminate
and render void and of no effect any prior exercise of any of the rights
enumerated above (except and only to the extent that a renewal term is then in
effect).

     Any consent by Landlord hereunder shall not constitute a waiver of strict
future compliance by Tenant of the provisions of this Section 25 or a release of
Tenant from the full performance by Tenant of any of the terms, covenants,
provisions or conditions in this Lease contained.

     26. Subordination. This Lease is and shall be subject and subordinate at
all times to all mortgages and other encumbrances now or hereafter placed upon
the Premises without the necessity of any further instrument or act on the part
of Tenant to effectuate such subordination. Tenant shall from time to time
execute and deliver within ten (10) days following the request of Landlord or
Landlord's mortgagee, grantee or lessor, recordable instruments evidencing such
subordination and Tenant's agreement to attorn to the holder of such prior
right. Notwithstanding the foregoing, any mortgagee may, at any time,
subordinate its mortgage to this Lease, without Tenant's consent, by notice in
writing to Tenant, whereupon this Lease shall be deemed prior to such mortgage
without regard to their respective dates.

     27. Tenant's Certificates. Tenant shall, from time to time, within fifteen
(15) days after Landlord's request, execute and deliver to Landlord a recordable
written instrument(s) certifying that this Lease is unmodified and in full
effect (or if there have been modifications, that it is in effect as modified),
and the dates to which rental charges have been prepaid by Tenant, if any, and
whether or not Landlord is in default of any of its obligations hereunder.
Tenant agrees that such statement may be relied upon by any mortgagee, purchaser
or assignee of Landlord's interest in this Lease or the Premises.

     28. Acceptance; Surrender. By entry and possession of the Premises, Tenant
hereby acknowledges that Tenant has examined the Premises and accepts the same
as being in the condition called for by this Lease, with the exception that
Tenant shall have the right within thirty (30) days after entry and possession
of the premises to present to the Landlord a "punch list" of corrections to the
improvements made to the premises on Tenant's behalf, which items shall be
corrected to Tenant's satisfaction within thirty (30) days of the presentation
of the list. Tenant shall, at the end of the Term, promptly surrender the
Premises in good order and condition and in conformity with the applicable
provisions of this Lease, excepting only reasonable wear and tear and damage by
fire or other insured casualty.

     29. Holding Over. This Lease shall expire absolutely and without notice on
the last day of the Term, provided that if Tenant, with the prior written
consent of Landlord, retains possession of the Premises or any part thereof
after the termination of this Lease by expiration of the Term or otherwise, a
month-to-month tenancy shall be deemed to exist, and Tenant shall continue to
pay the Base Rent and Additional Rent due hereunder. If such holding over exists
without Landlord's prior written consent, Tenant shall pay Landlord, as partial
compensation for such unlawful retention, an amount calculated on a per diem
basis for each day of such continued unlawful retention, equal to twice the Base
Rent for the time Tenant thus remains in possession. Such payments for unlawful
retention shall not limit any rights or remedies of Landlord resulting by reason
of the wrongful holding over by Tenant or create any right in Tenant to continue
in possession of the Premises.

     30. Notices. All notices, requests and consents herein required or
permitted from either party to the other shall be in writing and shall be deemed
given when received or rejected by the addressee, registered or certified mail,
return receipt requested, postage prepaid, addressed to Landlord at its address
aforesaid, with a copy to any mortgagee designated by Landlord, or, as the case
may be, addressed to Tenant c/o its President at its address aforesaid, or to
such other address as the party to receive same may designate by notice to the
other.

     31. Broker. Landlord represents and warrants to Tenant that Landlord has
not dealt with any broker or agent in connection with the negotiation for or the
obtaining of this Lease, other than a representative of Penn-American Real
Estate Company acting as agent for Landlord and the Active Broker. Landlord
agrees to indemnify and hold Tenant harmless from and against all cost,
liability or claim for commission or other compensation by any broker or agent
claiming to be employed or contracted by Landlord other than Penn-American Real
Estate Company with respect to the Premises.

     Tenant represents and warrants to Landlord that Tenant has not dealt with
any broker or agent in connection with the negotiations for or the obtaining of
this Lease, other than Penn-American Real Estate Company and Active Broker, and
Tenant agrees to indemnify and hold Landlord harmless from and against any and
all cost, liability or claim for commission or other compensation by any broker
or agent, other than Active Broker, claiming to be employed by Tenant or
claiming to have called the Premises to Tenant's attention.

     32. Definition of Parties. The word "Landlord" is used herein to include
the Landlord named above and any subsequent person who succeeds to the rights of
Landlord herein, each of whom shall have the same rights and remedies as he
would have had had he originally signed this Lease as Landlord, but neither
Landlord nor any such person shall have any liability hereunder after he ceases
to hold a fee or leasehold interest in the Premises, except for obligations
which may have theretofore accrued; and in all events, Tenant shall look solely
to the Premises and rent derived therefrom for enforcement of any obligation
hereunder or by law assumed or enforceable against Landlord or such other
person. The word Tenant is used herein to include the party named above as
Tenant as well as its or their respective heirs, personal representatives,
successors and assigns, each of whom shall be under the same obligations, and
disabilities and have only such rights, privileges and powers as he would have
possessed had he originally signed this Lease as Tenant.

     33. Entire Agreement; Interpretation. This Lease constitutes the entire
agreement between the parties hereto with respect to the Premises and there are
no other agreements or understandings. This Lease shall not be modified except
by written instrument executed by both parties. The captions used herein are for
convenience only, and are not part of the Lease. This Lease shall be construed
in accordance with the laws of the Commonwealth of Pennsylvania.

     34. Security Deposit. As additional security for the covenants of this
Lease, the sum of Twelve Thousand and XX/100 dollars ($12,000.00) which shall
not constitute Rent for any month (unless so applied by Landlord on account of
Tenant's default). During the Term, Landlord may, if Landlord so elects, have
recourse to such security deposit, to make good any default by Tenant in which
event Tenant shall, upon demand, promptly restore the security deposit to its
original amount. To the extent that Landlord has not applied said sum on account
of a default, the security deposit shall be returned (without interest) to
Tenant within thirty (30) days after termination of the Lease. Liability to
repay the security deposit to Tenant shall run with the reversion and title to
the Building, whether any change in ownership thereof be by voluntary alienation
or as the result of judicial sale, foreclosure or other proceedings or the
exercise of a right of taking or entry by any mortgagee. Landlord shall assign
or transfer said security, for the benefit of Tenant, to any subsequent owner or
holder of the reversion or title to the Building, in which case the assignee
shall become liable for the repayment thereof as herein provided, and the
assignor shall be deemed to be released by Tenant from all liability to return
such security.

     35. Expansion Option. Tenant shall have an option to expand into additional
adjacent space, if it becomes available. Tenant shall be notified in writing of
such availability and the terms under which the space is being offered to third
parties. If Tenant does not accept the additional space within seven (7) days of
receipt of notice, Tenant shall be conclusively presumed to have declined this
option. This option shall be subject to all other existing Tenant's expansion
options and rights that are in effect as of the signing date of this Lease.

     36. Parking. Tenant shall have two (2) reserved covered parking spaces for
the exclusive use of Tenant.

     37. Access. Tenant shall have access at all times to the common areas,
including common restrooms.

     38. Renewal Option. Tenant shall have a right to renew this Lease for an
additional term of five (5) years following the initial term, at a rate not to
exceed 95% of the market rate. Such option shall be exercised not less than six
(6) months prior to the end of the original term.

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

                                    LANDLORD:

                                    One Sentry Parkway Limited Partnership

                                    By:  Parec Realty Partners, its
ATTEST:                                  General Partner

                                    By:  Parec Realty, Inc.
                                         General Partner

By:  /s/ Suzanne M. Scherer              By: /s/ David S. Gray
   ------------------------------   -------------------------------
     Assistant Secretary                 Name:  David S. Gray
                                         Title: Vice President

(CORPORATE SEAL)



                                    TENANT:

                                    ASA International Ltd.
ATTEST:


By:  /s/ Kim Robinson                   By: /s/ Katpady Shenoy
-------------------------------     --------------------------------
                                        Name:  Katpady Shenoy
                                        Title: President

<PAGE>


                                 EXHIBIT B
                                 ---------


1.   Electrical Requirements for Computer Room/Phone Room 
     100 Amps panel in the computer room with 
     - 120/208 3-phase 4 wire + ground 
     - 2-hots #3 THHN Copper, 1 1/4" Conduit 
     - 1-neutral #3 THHN Copper, 1 1/4" Conduit 
     - 1-ground #8 THHN Copper, 1 1/4" Conduit

     100 Amp single phase 120/240 V would also be OK.

     (20) 20 Amp Circuit Breaker, (1) 30 Amp Circuit Breaker 
     10 Quad outlets and
     10 Duplex Outlets in assorted locations under a
     raised floor in the computer room

2.   Electrical Requirements for Offices
     Minimum (3) standard duplex electric outlets per office.
     Minimum (5) standard duplex electric outlets in the Executive office,
     conference room, and training room

3.   Electrical Requirements for Cubes 
     (1) 20 Amp circuit per 4 cubes, total 10 circuits

4.   Electrical Requirements for Kitchen
     -   Standard duplex electric outlets every two feet on the kitchen
         counter, total 4 outlets
     -   (3) standard duplex electric outlets on the wall

5.   Electrical Requirements for Copy/Fax/Storage 
     Standard number of electric outlets. 
     (1) 20 Amp circuit

6.   Two quad electric outlets by the reception desk and two duplex electric
     outlets on the wall in the reception area

7.   Additional supply air to be provided in computer room

8.   Flooring
     -   Vinyl in the copy room, computer room and kitchen
     -   Standard carpeting for all other areas

9.   Kitchen
     -   10 ft upper and lower cabinets on the back wall in the kitchen, 6 ft
         opening for the refrigerator and the vending machine

10.  Training Room
     -   10 ft upper and lower cabinets on the back wall

11.  Coat Closet in the Reception Area

12.  Wall Paper
     In the executive rooms, conference room, training room and reception
     area

13.  Lighting schemes for open space to be discussed

14.  Shade system for the skylight

15.  Egg crate Diffusers in the executive offices, conference room and
     training room

<PAGE>


                                    EXHIBIT C
                                    ---------

                              RULES AND REGULATIONS


1. The entire building is a non-smoking building, and no smoking shall be
permitted in the Premises.

2. Landlord may from time to time adopt appropriate systems and procedures for
the security or safety of the building, any persons occupying, using, or
entering the building, or any equipment, finishings, or contents of the
building, and tenant will comply with landlord's reasonable requirements
relative to such systems and procedures.

3. The sidewalks, entrance, passages, courts, elevators, vestibules, stairways,
corridors and public parts of the Building shall not be obstructed or encumbered
by Tenant or used by Tenant for any purpose other than ingress and egress. If
the Premises are situated on the ground floor with direct access to the street,
then Landlord shall, at Landlord's expense, keep the sidewalks and curbs
directly in front of the Premises clean and free from ice, snow and refuse.

4. Windows in the Premises shall not be covered or obstructed by Tenant. No
bottles, parcels or other articles shall be placed on the window sills, in the
halls, or in any other part of the Building other than the Premises. No article
shall be thrown out of the doors or windows of the Premises.

5. No awnings, air-conditioning units, or other fixtures shall be attached to
the outside walls or the window sills of the Building or otherwise affixed so as
to project from the Building, without prior written consent of Landlord.

6. No sign or lettering shall be affixed by Tenant to any part of the outside of
the Premises, or any part of the inside of the Premises so as to be clearly
visible from the outside of the Premises, without the prior written consent of
Landlord. However, Tenant shall have the right to place its name on any door
leading into the Premises the size, color and style thereof to be subject to the
Landlord's approval not to be unreasonably withheld. Tenant shall not have the
right to have additional names placed on the Building directory without
Landlord's prior written consent.

7. Tenant shall not make, or permit to be made, any unseemly or disturbing
noises or odors and shall not interfere with other tenants or those having
business with them. Tenant will keep all mechanical apparatus in the Premises
free of vibration and noise which may be transmitted beyond the limits of the
Premises.

8. If Tenant shall add any additional locks or bolts of any kind on any of the
doors or windows, then Tenant shall immediately deliver any necessary keys
and/or combinations required to unlock same to Landlord. Tenant shall, on the
termination of Tenant's tenancy, deliver to Landlord all keys to any space
within the Building either furnished to or otherwise procured by Tenant, and in
the event of the loss of any keys furnished, Tenant shall pay to Landlord the
cost thereof. Tenant, before closing and leaving the Premises, shall ensure that
all windows are closed and entrance doors locked. Nothing in this Paragraph 8
shall be deemed to prohibit Tenant from installing a burglar alarm within the
Premises, provided: (1) Tenant obtains Landlord's consent which will not be
unreasonably withheld or delayed; (2) Tenant supplies Landlord with copies of
the plans and specifications of the system; (3) such installation shall not
damage the Building; and (4) all costs of installation shall be borne solely by
Tenant.

9. No Tenant will employ any person or persons other than the cleaning service
of Landlord for the purpose of cleaning the premises, unless otherwise agreed to
by Landlord in writing. Except with the written consent of Landlord, no person
or persons other than those approved by Landlord will be permitted to enter the
building for the purpose of cleaning it. No Tenant will cause any unnecessary
labor by reason of such Tenant's carelessness or indifference in the
preservation of good order and cleanliness. Should Tenant's actions result in
any increased expense for any required cleaning, Landlord reserves the right to
assess Tenant for such expenses.

10. The toilet rooms, toilets, urinals, wash bowls and other plumbing fixtures
will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the Tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

11. Canvassing, peddling, soliciting, and distributing handbills or any other
written materials in the building are prohibited, and each Tenant will cooperate
to prevent the same.

12. Landlord reserves the right to prescribe the weight and position of all
safes and other heavy equipment so as to distribute properly the weight thereof
and to prevent any unsafe condition from arising.

13. Landlord shall have the right to prohibit any advertising by Tenant which in
Landlord's reasonable opinion tends to impair the reputation of the Building or
its desirability as a building for offices, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.

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

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

       b. the right to change the name or address of the Building, upon
reasonable prior notice to Tenant, without incurring any liability to Tenant for
doing so; and

       c. the right to install and maintain a sign on the exterior of the
Building; and

       d. the exclusive right to use or dispose of the use of the roof of the
Building; and

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

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

15. The Tenant shall be responsible for initiating, maintaining and supervising
all health and safety precautions and/or programs required by Law in connection
with the Tenant's use and occupancy of the Premises.

16. The Tenant shall not store, introduce or otherwise permit any material known
to be hazardous within the Premises. Any material within the Premises which is
determined to be hazardous shall be removed and properly disposed of by the
Tenant at the Tenant's sole expense.