<PAGE>
                                                                   EXHIBIT 10.45


                           INDUSTRIAL BUILDING LEASE

                                    BETWEEN


                   COPPELL COMMERCE CENTER, LTD. ("LANDLORD")


                                      AND


       HNC INSURANCE SOLUTIONS, INC., A CALIFORNIA CORPORATION ("TENANT")


                        DATE OF LEASE: DECEMBER 13, 2000


                       BUILDING: COPPELL COMMERCE CENTER
<PAGE>
                               TABLE OF CONTENTS
<Table>
<Caption>

<S>  <C>                                                                     <C>
 1.  DEFINITIONS...............................................................1

 2.  LEASE GRANT...............................................................3

 3.  ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION................................3

 4.  USE.......................................................................4

 5.  BASE RENTAL...............................................................5

 6.  SECURITY DEPOSIT..........................................................5

 7.  SERVICES TO BE FURNISHED BY LANDLORD......................................6

 8.  LEASEHOLD IMPROVEMENTS/TENANT'S PROPERTY..................................6

 9.  SIGNAGE...................................................................7

10.  REPAIRS AND ALTERATIONS BY TENANT.........................................7

11.  USE OF ELECTRICAL SERVICES BY TENANT......................................8

12.  ENTRY BY LANDLORD.........................................................9

13.  ASSIGNMENT AND SUBLETTING.................................................9

14.  MECHANIC'S LIENS.........................................................10

15.  INSURANCE................................................................10

16.  INDEMNITY................................................................11

17.  DAMAGES FROM CERTAIN CAUSES..............................................12

18.  CASUALTY DAMAGE..........................................................12

19.  CONDEMNATION.............................................................12

20.  HAZARDOUS SUBSTANCES.....................................................13

21.  AMERICANS WITH DISABILITIES ACT..........................................14

22.  EVENTS OF DEFAULT........................................................14

23.  REMEDIES.................................................................15

24.  NO WAIVER................................................................18

25.  PEACEFUL ENJOYMENT.......................................................18

26.  SUBSTITUTION.............................................................18

27.  HOLDING OVER.............................................................18

28.  SUBORDINATION TO MORTGAGE/ESTOPPEL CERTIFICATE...........................18

29.  NOTICE...................................................................19

30.  LANDLORD'S LIEN..........................................................19

31.  SURRENDER OF PREMISES....................................................19

32.  RIGHTS RESERVED TO LANDLORD..............................................19

33.  MISCELLANEOUS............................................................20

</Table>

                                       i
<PAGE>

34. ENTIRE AGREEMENT....................................................22

35. LIMITATION OF LIABILITY.............................................22

EXHIBIT A-OUTLINE AND LOCATION OF PREMISES

EXHIBIT A-1-LEGAL DESCRIPTION OF LAND

EXHIBIT B-RULES AND REGULATIONS

EXHIBIT C-PAYMENT OF BASIC COSTS

EXHIBIT D-WORK LETTER

EXHIBIT E-ADDITIONAL PROVISIONS

EXHIBIT F-COMMENCEMENT LETTER

EXHIBIT G-GUARANTY OF LEASE























                                        ii
<PAGE>

                      INDUSTRIAL BUILDING LEASE AGREEMENT

This Industrial Building Lease Agreement (THE "LEASE"), made and entered into as
of the 13th day of December, 2000, between Coppell Commerce Center Ltd., a Texas
limited partnership ("LANDLORD") and HNC Insurance Solutions, Inc., a California
corporation ("TENANT").

                                  W I T N E S S E T H:

1. DEFINITIONS. The following are definitions of some of the defined terms used
in this Lease. The definition of other defined terms are found throughout this
Lease.

     A. "BUILDING" shall mean the industrial building at 1221 S. Beltline Road,
     County of Dallas, State of Texas, currently known as Coppell Commerce
     Center, and located on the land described in EXHIBIT A-1.

     B. "BASE RENT": Base Rent will be paid according to the following schedule,
     subject to the provisions of Section 5. hereof. For the purposes of this
     Section 1.B., "LEASE YEAR" shall mean the twelve (12) month period
     commencing on the Commencement Date, and on each anniversary of the
     Commencement Date.

<Table>
    <S>                                <C>                           <C>
                                                                       MONTHLY INSTALLMENTS
          PERIOD                         ANNUAL BASE RENT                 OF BASE RENT
     FIRST LEASE YEAR                      $174,240.00                     $14,520.00
     SECOND LEASE YEAR                     $174,240.00                     $14,520.00
     THIRD LEASE YEAR                      $174,240.00                     $14,520.00
     FOURTH LEASE YEAR                     $174,240.00                     $14,520.00
     FIFTH LEASE YEAR                      $174,240.00                     $14,520.00
</Table>

     The Base Rent due for the first month during the Lease Term (hereinafter
     defined) shall be paid by Tenant to Landlord contemporaneously with
     Tenant's execution hereof.

     C. "ADDITIONAL RENT": shall mean Tenant's Pro Rata Share of Basic Costs
     (hereinafter defined) and any other sums (exclusive of Base Rent) that are
     required to be paid to Landlord by Tenant hereunder, which sums are deemed
     to be Additional Rent under this Lease. Additional Rent and Base Rent are
     sometimes collectively referred to herein as "Rent."

     D. "BASIC COSTS" shall mean all direct and indirect costs and expenses
     incurred in connection with the Building as more fully defined in EXHIBIT C
     attached hereto. TENANT AGREES TO ESCROW WITH LANDLORD AN AMOUNT EQUAL TO
     1/12 OF THE ESTIMATED ANNUAL COSTS OF ITS PROPORTIONATE SHARE OF SUCH BASIC
     COSTS WITH TENANT'S MONTHLY BASE RENT PAYMENT. LANDLORD CURRENTLY ESTIMATES
     TENANT'S ANNUAL COST TO BE $2.20 PER SQUARE FOOT.

     E. "SECURITY DEPOSIT" shall mean the sum of Fourteen Thousand Five Hundred
     Twenty and No/100 Dollars ($14,520.00). The Security Deposit shall be paid
     by Tenant to Landlord contemporaneously with Tenant's execution hereof.

     F. "COMMENCEMENT DATE", "LEASE TERM" and "TERMINATION DATE" shall have the
     meanings set forth in subsection 1.F.(1):

        (1) The "LEASE TERM" shall mean a period of sixty (60) months commencing
            on the earlier to occur (a) MARCH 1, 2001 (the "TARGET COMMENCEMENT
            DATE") and (b) the date upon which Landlord's Work in the Premises
            has been substantially completed as such date is determined pursuant
            to Section 3.A. hereof (the earlier to occur of such dates being
            defined as the "COMMENCEMENT DATE"). THE DATE WHICH IS SIXTY (60)
            MONTHS AFTER THE COMMENCEMENT DATE (the "TERMINATION DATE") shall,
            unless sooner terminated as provided herein, mean the last day of
            the Lease Term. Notwithstanding the foregoing, if the Termination
            Date, as determined herein, does not occur on the last day of a
            calendar month, the Lease Term shall be extended by the number of
            days necessary to cause the Termination Date to occur on the last
            day of the last calendar month of the Lease Term. Tenant shall pay
            Base Rent and Additional Rent for such additional days at the same
            rate payable for the portion of the last calendar month immediately
            preceding such extension. The Commencement Date, Lease Term
            (including any extension by Landlord pursuant to this subsection
            1.F.(1) and Termination Date shall be set forth in a Commencement
            Letter prepared by Landlord and executed by Tenant in accordance
            with the provisions of Section 3.A. hereof.
<PAGE>
G. "PREMISES" shall mean the space located within the Building and outlined
on EXHIBIT A to this Lease.

H. "APPROXIMATE RENTABLE AREA IN THE PREMISES" shall mean the area contained
within the demising walls of the Premises and any other area designated for the
exclusive use of Tenant plus an allocation of the Tenant's pro rata share of
the square footage of the "Common Areas" and the "Service Areas" (as defined
below). For purposes of the Lease it is agreed and stipulated by both Landlord
and Tenant that the Approximate Rentable Area in the Premises is 14,400 square
feet.

I. The "APPROXIMATE RENTABLE AREA IN THE BUILDING" is 105,600 square feet. The
Approximate Rentable Area in the Premises and the Approximate Rentable Area
in the Building as set forth herein may be revised at Landlord's election if
Landlord's architect determines such estimate to be inaccurate in any material
degree after examination of the final drawings of the Premises and the Building.

J. "TENANT'S PRO RATA SHARE" shall mean 13.6364 percent (13.6364%) which is the
quotient (expressed as a percentage), derived by dividing the Approximate
Rentable Area in the Premises by the Approximate Rentable Area in the Building.

K. "PERMITTED USE" shall mean SALES, TRAINING AND ADMINISTRATION, CUSTOMER
SERVICE AND SUPPORT, CUSTOMER DATA REVIEW, AND ANY OTHER LEGAL USE INCIDENTAL
TO THE FOREGOING WHICH IS CONSISTENT WITH THE CHARACTER OF THE BUILDING and no
other use or purpose.

L. Intentionally Omitted.

M. "GUARANTOR" shall mean HNC Software, Inc. and any other party that agrees in
writing to guarantee Tenant's obligations under this Lease.

N. "BROKER" shall mean CB Richard Ellis.

O. "BUILDING MANAGER" shall mean Transwestern Commercial Services or such other
company as Landlord shall designate from time to time.

P. "BUILDING STANDARD", shall mean the type, brand, quality and/or quantity of
materials Landlord designates from time-to-time to be the minimum quality and/or
quantity to be used in the Building or the exclusive type, grade, quality
and/or quantity of material to be used in the Building.

Q. "BUSINESS DAY(S)" shall mean Mondays through Fridays exclusive of the normal
business holidays of New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day ("HOLIDAYS"). Landlord, from time to time
during the Lease Term, shall have the right to designate additional Holidays,
provided such additional Holidays are commonly recognized by other industrial
buildings in the area where the Building is located.

R. "COMMON AREAS" shall mean those areas located within the Building or on the
Property used for corridors, elevator foyers, mail rooms, restrooms, mechanical
rooms, elevator mechanical rooms, property management office, janitorial
closets, electrical and telephone closets, vending areas, and lobby areas
(whether at ground level or otherwise), entrances, exits, sidewalks, skywalks,
tunnels, driveways, parking areas and parking garages and landscaped areas and
other similar facilities provided for the common use or benefit of tenants
generally and/or the public.

S. "DEFAULT RATE" shall mean the lower of (i) the Prime Rate plus FOUR PERCENT
(4%) or (ii) the Maximum Rate.

T. "MAXIMUM RATE" shall mean the highest rate of interest from time-to-time
permitted under applicable federal and state law.

U. "NORMAL BUSINESS HOURS" for the Building shall mean 8:00 a.m. to 6:00 p.m.
Mondays through Fridays, and 8:00 a.m. to 1:00 p.m. on Saturdays, exclusive of
Holidays.

V. "PRIME RATE" shall mean the per annum interest rate announced by and quoted
in the Wall Street Journal from time-to-time as the prime or base rate.

W. "PROPERTY" shall mean the Building and the parcel(s) of land on which it is
located, other improvements located on such land, adjacent parcels of land that
Landlord operates jointly with the Building, and other buildings and
improvements located on such adjacent parcels of land.

X. "SERVICE AREAS" shall mean those areas within the Building used for stairs,
elevator shafts, flues, vents, stacks, pipe shafts and other vertical
penetrations (but shall not include any such areas for the exclusive use of a
particular tenant).

Y.        "NOTICE ADDRESSES" shall mean the following addresses for Tenant and
     Landlord, respectively:

                                       2
<PAGE>

     Tenant:

     HNC Insurance Solutions, Inc.
     1221 S. Beltline Road
     Coppell, TX 75019
     Attention: Don Dougherty or
                Service Center Manager
     with a copy to:

     HNC Insurance Solutions, Inc.
     110 Theory
     Irvine, CA 92612
     Attention: Chief Financial Officer

     Landlord:

     Transwestern Commercial Services
     17111 Preston Road, Suite 140
     Dallas, TX 75248
     Attn: Property Manager

     with a copy to:

     Transwestern Investment Company
     150 North Wacker Drive, Suite 800
     Chicago, IL 60606
     Attn: Owner's Representative

     Payments of Rent only shall be made payable to the order of:

     Transwestern Commercial Services

     at the following address:

     P.O. Box 797544
     Dallas, TX 75379-7544

     or such other name and address as Landlord shall, from time to time,
     designate.

 2. LEASE GRANT. Subject to and upon the terms herein set forth, Landlord
leases to Tenant and Tenant leases from Landlord the Premises together with the
right, in common with others, to use the Common Areas.

 3. ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION.

     A. If the Lease Term, Commencement Date and Termination Date are to be
     determined in accordance with Section 1.F.1. above, the Lease Term shall
     not commence until the earlier to occur of the Target Commencement Date and
     the date that Landlord has substantially completed the work to be performed
     by Landlord as set forth in the Work Letter Agreement attached hereto as
     EXHIBIT D ("LANDLORD'S WORK"); provided, however, that if Landlord shall be
     delayed in substantially completing the Landlord Work as a result of the
     occurrence of any of the following (a "DELAY"):

          (1) Tenant's failure to furnish information in accordance with the
              Work Letter Agreement or to respond to any request by Landlord for
              any approval of information within any time period prescribed, or
              if no time period is prescribed, then within two (2) Business Days
              of such request; or

          (2) Tenant's insistence on materials, finishes or installations that
              have long lead times after having first been informed by Landlord
              that such materials, finishes or installations will cause a
              Delay. AS OF THE DATE OF THIS LEASE, TO LANDLORD'S KNOWLEDGE,
              BUILDING STANDARD MATERIALS DO NOT HAVE LONG LEAD TIMES WHICH
              WOULD BE LIKELY TO CAUSE A DELAY; or

          (3) Changes in any plans and specifications requested by Tenant; or

          (4) The performance or nonperformance by a person or entity employed
              by on or behalf of Tenant in the completion of any work in the
              Premises (all such work and such persons or entities being subject
              to prior approval of Landlord); or

          (5) Any request by Tenant that Landlord delay the completion of any of
              the Landlord's Work; or




                                        3
<PAGE>
     (6)  Any breach or default by Tenant in the performance of Tenant's
          obligations under this Lease; or

     (7)  Any delay resulting from Tenant's having taken possession of the
          Premises for any reason prior to substantial completion of the
          Landlord's Work; or

     (8)  Any other delay chargeable to Tenant, its agents, employees or
          independent contractors;

   then, for purposes of determining the Commencement Date, the date of
   substantial completion shall be deemed to be the day that said Landlord's
   Work would have been substantially completed absent any such Delay(s). The
   Landlord's Work shall be deemed to be substantially completed on the date
   that Landlord's Work has been performed (or would have been performed absent
   any Delay(s), other than any details of construction, mechanical adjustment
   or any other matter, the noncompletion of which does not materially interfere
   with Tenant's use of the Premises. The adjustment of the Commencement Date
   and, accordingly, the postponement of Tenant's obligation to pay Base rent
   and other sums due hereunder shall be tenant's sole remedy and shall
   constitute full settlement of all claims that tenant might otherwise have
   against Landlord by reason of the Premises not being ready for occupancy by
   Tenant on the Target Commencement Date. Promptly after the determination of
   the Commencement Date, Landlord and Tenant shall enter into a letter
   agreement (the "COMMENCEMENT LETTER")  on the form attached hereto as EXHIBIT
   F setting forth the Commencement Date, the termination Date and any other
   dates that are affected by the adjustment of the Commencement Date. If this
   Lease requires Landlord to perform Landlord's work in the Premises, the
   Commencement Letter shall identify any minor incomplete items of the
   Landlord's Work as reasonably determined by Landlord's architect (the
   "PUNCHLIST ITEMS"), which Punchlist Items Landlord shall promptly remedy.
   Tenant, within five (5) days after receipt thereof from Landlord, shall
   execute the Commencement Letter and return the same to Landlord.
   Notwithstanding anything herein to the contrary, Landlord may elect, by
   written notice to Tenant, not to adjust the Commencement Date as provided
   above if such adjustment wold cause Landlord to be in violation of the
   existing right granted to any other tenant of the Building. If Landlord
   elects not to adjust the Commencement Date, the Commencement Date shall be
   the target Commencement Date, provided that Base Rent and Additional Rent
   shall not commence until the date that Landlord's Work has been substantially
   completed (or would have been substantially completed absent any Delays).

   B.  Subject to Paragraph 21 below, by taking possession of the Premises,
   Tenant is deemed to have accepted the Premises and agreed that the Premises
   is in good order and satisfactory condition, with no representation or
   warranty  by Landlord as to the condition of the Premises or the Building or
   suitability thereof for Tenant's use. LANDLORD COVENANTS THAT THE HVAC AND
   MECHANICAL, ELECTRICAL AND PLUMBING SYSTEM AND EQUIPMENT SERVICING THE
   PREMISES WILL BE DELIVERED IN GOOD WORKING CONDITION.

   C.  Notwithstanding anything to the contrary contained in this Lease,
   Landlord shall not be obligated to tender possession of any portion of the
   Premises or other space leased by Tenant from time to time hereunder that, on
   the date possession is to be delivered, is occupied by a tenant or other
   occupant or that is subject to the rights of any other tenant or occupant,
   nor shall Landlord have any other obligations to Tenant under this Lease with
   respect to such space until the date Landlord: (1) recaptures such space from
   such existing tenant or occupant; and (2) regains the legal right to
   possession thereof. This Lease shall not be affected by any such failure to
   deliver possession and Tenant shall have no claim for damages against
   Landlord as a result thereof, all of which are hereby waived and released by
   tenant. If Landlord  is prevented from delivering possession of the Premises
   to Tenant due to the holding over in possession of the Premises by tenant or
   other occupant thereof, Landlord shall use reasonable efforts to regain
   possession of the Premises in order to deliver the same to Tenant. If the
   Lease Term is to be determined pursuant to Section 1.F.(1), the Commencement
   Date and Termination Date shall be determined as provided in section 3.A.
   above.

   D.   If Tenant takes possession of the Premises prior to the Commencement
   Date, such possession shall be subject to all the terms and conditions of the
   Lease and Tenant shall pay Base Rent and Additional Rent to Landlord for each
   day of occupancy prior to the Commencement Date. Notwithstanding the
   foregoing, if Tenant, with Landlord's prior approval, takes possession of the
   Premises prior to the Commencement Date for the sole purpose of performing
   any Landlord-approved improvements therein or installing furniture,
   equipment or other personal property of Tenant, such possession shall be
   subject to all of the terms and conditions of the Lease, except that Tenant
   shall not be required to pay Rent with respect to the period of time prior to
   the Commencement Date during which Tenant performs such work. Nothing herein
   shall be construed as granting Tenant the right to take possession of the
   Premises prior to the Commencement Date, whether for construction, fixturing
   or any other purpose, without the prior consent of Landlord.

4. USE. The Premises shall be used for the Permitted Use and for no other
purpose. Tenant agrees not to use or permit the use of the Premises for any
purpose which is illegal, dangerous to life, limb or property or which, in
Landlord's sole judgement, creates a nuisance or which would increase the cost
of insurance



                                       4



<PAGE>
coverage with respect to the Building. Tenant will conduct its business and
control its agents, servants, employees, customers, licensees, and invitees in
such a manner as not to interfere with, annoy or disturb other tenants or
Landlord in the management of the Building and the Property. Tenant will
maintain the Premises in a clean and healthful condition, and comply with all
laws, ordinances, orders, rules and regulations of any governmental entity with
reference to the use, condition, configuration or occupancy of the Premises.
Tenant, within ten (10) days after the receipt thereof, shall provide Landlord
with copies of any notices it receives with respect to a violation or alleged
violation of any such laws, ordinances, orders, rules and regulations. Tenant,
at its expense, will comply with the rules and regulations of the Building
attached hereto as EXHIBIT B and such other rules and regulations adopted and
altered by Landlord from time-to-time and will cause all of its agents,
employees, invitees and visitors to do so. All such changes to rules and
regulations will be reasonable PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY
SUCH RULES AND REGULATIONS MATERIALLY AND ADVERSELY CHANGE ANY PROVISION OF THIS
LEASE, and shall be sent by Landlord to Tenant in writing.

5. BASE RENT.

     A. Tenant covenants and agrees to pay to Landlord during the Lease Term,
     without any setoff or deduction except as otherwise expressly provided
     herein, the full amount of all Base Rent and Additional Rent due hereunder
     and the full amount of all such other sums of money as shall become due
     under this Lease (including, without limitation, any charges for
     replacement of electric lamps and ballasts and any other services, goods or
     materials furnished by Landlord at Tenant's request), all of which
     hereinafter may be collectively called "RENT." In addition Tenant shall pay
     and be liable for, as Additional Rent, all rent, sales and use taxes or
     other similar taxes, if any, levied or imposed by any city, state, county
     or other governmental body having authority, such payments to be in
     addition to all other payments required to be paid to Landlord by Tenant
     under the terms and conditions of this Lease. Any such payments shall be
     paid concurrently with the payments of the Rent on which the tax is based.
     The Base Rent and Additional Rent for each calendar year or portion thereof
     during the Lease Term, shall be due and payable in advance in monthly
     installments of the first day of each calendar month during the Lease Term
     and any extensions or renewals hereof, and Tenant hereby agrees to pay such
     Base Rent and Additional Rent to Landlord without demand. If the Lease Term
     commences on a day other than the first day of a month or terminates on a
     day other than the last day of a month, then the installments of Base Rent
     and Additional Rent for such month or months shall be prorated, based on
     the number of days in such month. No payment by Tenant or receipt or
     acceptance by Landlord of a lesser amount than the correct installment of
     Rent due under this Lease shall be deemed to be other than a payment on
     account of the earliest Rent due hereunder, nor shall any endorsement or
     statement on any check or any letter accompanying any check or payment be
     deemed an accord and satisfaction, and Landlord may accept such check or
     payment without prejudice to Landlord's right to recover the balance or
     pursue any other available remedy. The acceptance by Landlord of an
     installment of Rent on a date after the due date of such payment shall not
     be construed to be a waiver of Landlord's right to declare a default for
     any other late payment. All amounts received by Landlord from Tenant
     hereunder shall be applied first to the earliest accrued and unpaid Rent
     then outstanding. Tenant's covenant to pay Rent shall be independent of
     every other covenant set forth in this Lease.

     B. To the extent allowed by law, all installments of Rent not paid when due
     shall bear interest at the Default Rate from the date due until paid. In
     addition, if Tenant fails to pay any installment of Base Rent and
     Additional Rent or any other item of Rent when due and payable hereunder, a
     "LATE CHARGE" equal to five percent (5%) of such unpaid amount will be due
     and payable immediately by Tenant to Landlord.

     C. The Additional Rent payable hereunder shall be adjusted from
     time-to-time in accordance with the provisions of EXHIBIT C attached hereto
     and incorporated herein for all purposes.

6. SECURITY DEPOSIT. The Security Deposit shall be held by Landlord without
liability for interest and as security for the performance by Tenant of Tenant's
covenants and obligations under this Lease including but not limited to those
set forth in Section 10 hereof, it being expressly understood that the Security
Deposit shall not be considered an advance payment of Rent or a measure of
Tenant's liability for damages in case of default by Tenant. Landlord shall have
no fiduciary responsibilities or trust obligations whatsoever with regard to the
Security Deposit and shall not assume the duties of a trustee for the Security
Deposit. Landlord may, from time-to-time, without prejudice to any other remedy
and without waiving such default, use the Security Deposit to the extent
necessary to cure or attempt to cure, in whole or in part, any DEFAULT BEYOND
ANY APPLICABLE CURE AND NOTICE PERIODS, default to Tenant hereunder. Following
any such application of the Security Deposit, Tenant shall pay to Landlord on
demand the amount so applied in order to restore the Security Deposit to its
original amount. IF TENANT IS NOT IN DEFAULT AT THE TERMINATION OF THIS LEASE,
LANDLORD SHALL RETURN ANY UNAPPLIED BALANCE OF THE SECURITY DEPOSIT TO TENANT
WITHIN FORTY FIVE (45) DAY(S) AFTER TENANT SURRENDERS THE PREMISES TO LANDLORD
IN ACCORDANCE WITH THE TERMS OF THIS LEASE. IN ADDITION TO ANY OTHER DEDUCTIONS
LANDLORD IS ENTITLED TO MAKE PURSUANT TO THE TERMS HEREOF, LANDLORD SHALL HAVE
THE RIGHT TO MAKE GOOD FAITH ESTIMATE OF ANY UNRECONCILED BASIC COSTS AS OF THE
TERMINATION DATE AND TO DEDUCT ANY ANTICIPATED SHORTFALL FROM THE SECURITY
DEPOSIT, SUCH ESTIMATE TO BE RECONCILED WHEN THE FINAL BASIC COSTS ARE KNOWN.



                                        5
<PAGE>
If Landlord transfers its interest in the Premises during the term of this
Lease, Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of such Security Deposit. Tenant
agrees to look solely to such transferee or assignee or successor thereof for
the return of the Security Deposit. Landlord and its successors and assigns
shall not be bound by any actual or attempted assignment or encumbrance of the
Security Deposit by Tenant. Landlord shall not be required to keep the Security
Deposit separate from its other accounts.

7. SERVICES TO BE FURNISHED BY LANDLORD.

     A.   Landlord agrees to furnish Tenant the following services:

          (1)  Water for use in the lavatories on the floor(s) on which the
               Premises is located. If Tenant desires water in the Premises for
               any approved reason, including a private lavatory or kitchen,
               cold water shall be supplied, at Tenant's sole cost and expense,
               from the Building water main through a line and fixtures
               installed at Tenant's sole cost and expense with the prior
               reasonable consent of Landlord. If Tenant desires hot water in
               the Premises, Tenant, at its sole cost and expense and subject to
               the prior reasonable consent of Landlord, may install a hot water
               in the Premises. Tenant shall be solely responsible for the
               maintenance and repair of any such water heater.

          (2)  Maintenance and repair of all Common Areas in the manner and to
               the extent reasonably deemed by Landlord to be standard for
               buildings of similar class, age and location.

          (3)  Electricity to the Premises in accordance with and subject to the
               terms and conditions of Section 11. of this Lease.

          (4)  GAS TO THE PREMISES IN ACCORDANCE WITH AND SUBJECT TO THE TERMS
               AND CONDITIONS OF SECTION D BELOW.

     B. If Tenant requests any other utilities or building services in addition
     to those identified above, or any of the above utilities or building
     services in frequency, scope, quality or quantities substantially greater
     than the standards set by Landlord for the Building, then Landlord shall
     use reasonable efforts to attempt to furnish Tenant with such additional
     utilities or building services. Landlord may impose a reasonable charge for
     such additional utilities or building services, which shall be paid monthly
     by Tenant as Additional Rent on the same day that the monthly installment
     of Base Rent is due.

     C. Except as otherwise expressly provided herein, the failure by Landlord
     to any extent to furnish, or the interruption or termination of these
     defined services in whole or in part, resulting from adherence to laws,
     regulations and administrative orders, wear, use, repairs, improvements
     alterations or any causes beyond the reasonable control of Landlord shall
     not render Landlord liable in any respect nor be construed as a
     constructive eviction of Tenant, nor give rise to an abatement of Rent, nor
     relieve Tenant from the obligation to fulfill any covenant or agreement
     hereof. Should any of the equipment or machinery used in the provision of
     such services for any cause cease to function properly, Landlord shall use
     reasonable diligence to repair such equipment or machinery. NOTWITHSTANDING
     ANYTHING TO THE CONTRARY CONTAINED IN THIS ARTICLE 7, IF: (i) LANDLORD
     CEASES TO FURNISH ANY SERVICE IN THE BUILDING FOR A PERIOD IN EXCESS OF
     FIVE (5) CONSECUTIVE DAYS AFTER TENANT NOTIFIES LANDLORD OF SUCH CESSATION
     (THE "INTERRUPTION NOTICE"); (ii) SUCH CESSATION DOES NOT ARISE AS A RESULT
     OF AN ACT OR OMISSION OF TENANT; (iii) SUCH CESSATION IS NOT CAUSED BY A
     FIRE OR OTHER CASUALTY (IN WHICH CASE ARTICLE 19 SHALL CONTROL); (iv) THE
     RESTORATION OF SUCH SERVICE IS REASONABLY WITHIN THE CONTROL OF LANDLORD;
     AND (v) AS A RESULT OF SUCH CESSATION, THE PREMISES OR A MATERIAL PORTION
     THEREOF, IS RENDERED UNTENANTABLE (MEANING THAT TENANT IS UNABLE TO USE THE
     PREMISES IN THE NORMAL COURSE OF ITS BUSINESS) AND TENANT IN FACT CEASES TO
     USE THE PREMISES, OR MATERIAL PORTION THEREOF, THEN TENANT, AS ITS SOLE
     REMEDY SHALL BE ENTITLED TO RECEIVE AN ABATEMENT OF BASE RENT PAYABLE
     HEREUNDER DURING THE PERIOD BEGINNING ON THE SIXTH (6TH) CONSECUTIVE DAY OF
     SUCH CESSATION AND ENDING ON THE DAY WHEN THE SERVICE IN QUESTION HAS BEEN
     RESTORED. IN THE EVENT THE ENTIRE PREMISES HAS NOT BEEN RENDERED
     UNTENANTABLE BY THE CESSATION IN SERVICE, THE AMOUNT OF ABATEMENT THAT
     TENANT IS ENTITLED TO RECEIVE SHALL BE PRORATED BASED UPON THE PERCENTAGE
     OF THE PREMISES SO RENDERED UNTENANTABLE AND NOT USED BY TENANT.

     D. LANDLORD SHALL PROVIDE GAS SERVICE TO THE BUILDING IN A LOCATION AS
     DETERMINED BY THE LANDLORD, GAS PROVIDER AND GOVERNING AUTHORITIES.
     DISTRIBUTION AND RELATED WORK SHALL BE PERFORMED BY TENANT IN ACCORDANCE
     WITH THE TERMS OF THIS LEASE. TENANT SHALL ARRANGE FOR AND PAY FOR ALL
     CHARGES FOR GAS USED OR SUPPLIED UPON OR IN CONNECTION WITH THE PREMISES
     AND SHALL BE RESPONSIBLE FOR ARRANGING FOR THE CONNECTION AND INSTALLATION
     OF ALL METERS IN CONNECTION THEREWITH. TENANT SHALL PROMPTLY PAY ALL BILLS
     FOR SAID UTILITIES AND THE COST OF INSTALLING METERS OR SUBMETERS. IN THE
     EVENT THAT ANY UTILITIES ARE FURNISHED TO THE PREMISES BY LANDLORD, WHETHER
     SUB-METERED OR OTHERWISE, THEN IN THAT EVENT, TENANT SHALL PAY LANDLORD FOR
     SUCH UTILITIES.

8.   LEASEHOLD IMPROVEMENTS/TENANT'S PROPERTY. All fixtures, equipment,
improvements and appurtenances attached to, or built into, the Premises at the
commencement of or during the Lease Term, whether or not by, or at the expense
of, Tenant ("LEASEHOLD IMPROVEMENTS"), shall be and remain a part of the
Premises; shall be the property of Landlord; and shall not be removed by Tenant
except as expressly

                                       6
<PAGE>
provided herein. All unattached and moveable partitions, trade fixtures,
moveable equipment or furniture located in the Premises and acquired by or for
the account of Tenant, without expense to Landlord, which can be removed without
structural damage to the Building or Premises, and all personalty brought into
the Premises by Tenant ("TENANT'S PROPERTY") shall be owned and insured by
Tenant. Landlord may, nonetheless, at any time prior to, or within one (1) month
after, the expiration or earlier termination of this Lease or Tenant's right to
possession, require Tenant to remove any Leasehold Improvements performed by or
for the benefit of Tenant and all electronic, phone and data cabling as are
designated by Landlord (the "REQUIRED REMOVABLES") at Tenant's sole cost. In the
event that Landlord so elects, Tenant shall remove such Required Removables
within ten (10) days after notice from Landlord, provided that in no event shall
Tenant be required to remove such Required Removables prior to the expiration or
earlier termination of this Lease or Tenant's right to possession. In addition
to Tenant's obligation to remove the Required Removables, Tenant shall repair
any damage caused by such removal and perform such other work as is reasonably
necessary to restore the Premises to a "move in" condition. If Tenant fails to
remove any specified Required Removables or to perform any required repairs and
restoration within the time period specified above, Landlord, at Tenant's sole
cost and expense, may remove the Required Removables (and repair any damage
occasioned thereby) and dispose thereof or deliver the Required Removables to
any other place of business of Tenant, or warehouse the same, and Tenant shall
pay the cost of such removal, repair, delivery, or warehousing of the Required
Removables within five (5) days after demand from Landlord. NOTWITHSTANDING THE
FOREGOING, TENANT MAY REQUEST IN WRITING AT THE TIME IT SUBMITS ITS PLANS AND
SPECIFICATIONS FOR AN ALTERATION, ADDITION OR IMPROVEMENT, THAT LANDLORD ADVISE
TENANT WHETHER LANDLORD WILL REQUIRE TENANT TO REMOVE, AT THE TERMINATION OF
THIS LEASE OR THE TERMINATION OF TENANT'S RIGHT TO POSSESSION HEREUNDER, SUCH
ALTERATION, ADDITION OR IMPROVEMENT, OR ANY PARTICULAR PORTION THEREOF; AND
LANDLORD SHALL ADVISE TENANT WITHIN TWENTY (20) DAYS AFTER RECEIPT OF TENANT'S
REQUEST AS TO WHETHER LANDLORD WILL REQUIRE REMOVAL OF SUCH ALTERATION, ADDITION
OR IMPROVEMENT.

9. SIGNAGE. Landlord shall provide and install, at Tenant's cost, all letters or
numerals on the exterior of the Premises; all such letters and numerals shall
be in the standard graphics for the Building and no others shall be used or
permitted on the Premises without Landlord's prior written consent.

10. REPAIRS AND ALTERATIONS BY TENANT.

    A. Except to the extent such obligations are imposed upon Landlord
    hereunder, Tenant shall, at its sole cost and expense, maintain the Premises
    in good order, condition and repair throughout the entire Lease Term,
    ordinary wear and tear expected. Tenant agrees to keep the areas visible
    from outside the Premises in a neat, clean and attractive condition at all
    times. Tenant shall be responsible for all repairs replacements and
    alterations in and to the Premises, Building and Property and the facilities
    and systems thereof, the need for which arises out of (1) Tenant's use or
    occupancy of the Premises, (2) the installation, removal, use or operations
    of Tenant's Property (as defined in Section 8. above), (3) the moving of
    Tenant's Property into or out of the Building, or (4) the act, omission,
    misuse or negligence of Tenant, its agents, contractors, employees or
    invitees. Tenant shall be responsible for repair, maintenance and
    replacement, if necessary, of the HVAC system and equipment exclusively
    serving the Premises. All such repairs, replacements or alterations shall be
    performed in accordance with Section 10.B. below and the rules, policies and
    procedures reasonably enacted by Landlord from time to time for the
    performance of work in the Building. If Tenant fails to maintain the
    Premises in good order, condition and repairs, Landlord shall give Tenant
    notice to perform such acts as are reasonably required to so maintain the
    Premises. If Tenant fails to promptly commence such work and diligently
    pursue it to its completion, then Landlord may, at its option, make such
    repairs, and Tenant shall pay the cost thereof to Landlord on demand as
    Additional Rent, together with an administration charge in an amount equal
    to ten percent (10%) of the cost of such repairs. Landlord shall, at its
    expense (except as included in Basic Costs) keep and maintain in good repair
    and working order and make all repairs to and perform necessary maintenance
    upon: (a) all structural elements of the Building; and (b) all mechanical,
    electrical and plumbing systems that serve the Building in general; and (c)
    the Building facilities common to all tenants including but not limited to,
    the ceilings, walls and floors in the Common Areas.  NOTWITHSTANDING THE
    FOREGOING TO THE CONTRARY, IN THE EVENT THE HVAC SYSTEM AND EQUIPMENT
    EXCLUSIVELY SERVING THE PREMISES NEED TO BE REPLACED DURING THE TERM AND
    SUCH REPLACEMENT IS NOT CAUSED BY THE ACTS, OMISSIONS OR NEGLIGENCE OF
    TENANT, ITS AGENTS OR EMPLOYEES, THEN THE COST TO REPLACE THE SYSTEM AND
    EQUIPMENT SHALL BE AMORTIZED ON A STRAIGHT-LINE BASIS OVER THEIR USEFUL LIFE
    AND TENANT SHALL BE RESPONSIBLE FOR PAYMENT OF THAT PORTION WHICH IS
    AMORTIZED DURING THE REMAINING BALANCE OF THE TERM.

    B. PROVIDED THE REPAIRS, ADDITIONS OR ALTERATIONS ARE LESS THAN $5,000.00
    AND ARE NON-STRUCTURAL, NON-ELECTRICAL, NOT VISIBLE FROM THE EXTERIOR OF THE
    BUILDING, AND DO NOT ADVERSELY AFFECT THE VALUE OF THE BUILDING, TENANT
    SHALL ONLY HAVE TO PROVIDE NOTICE TO LANDLORD. Tenant shall not make or
    allow to be made any alterations, additions or improvements to the Premises,
    without first obtaining the written consent of Landlord in each such
    instance, which consent may be refused or given on such conditions as
    Landlord may REASONABLY elect. Prior to commencing any such work and as a
    condition to obtaining Landlord's consent, Tenant must furnish Landlord with
    plans and specifications acceptable to Landlord; names and addresses of
    contractors reasonably acceptable to Landlord; copies of contracts;
    necessary permits and approvals; evidence of contractor's and
    subcontractor's insurance in accordance with Section 15. hereof; and a
    payment bond or other security, all in form and amount satisfactory to
    Landlord. Tenant shall be responsible

                                       7
<PAGE>
     for insuring that all such persons procure and maintain insurance coverage
     against such risks, in such amounts and with such companies as Landlord
     may require, including, but not limited to, Builder's Risk and Worker's
     Compensation insurance. All such improvements, alterations or additions
     shall be constructed in a good and workmanlike manner using Building
     Standard materials or other new materials of equal or greater quantity.
     Landlord, to the extent reasonably necessary to avoid any disruption to
     the tenants and occupants of the Building, shall have the right to
     designate the time when any such alterations, additions and improvements
     may be performed and to otherwise designate reasonable rules, regulations
     and procedures for the performance of work in the Building. Upon
     completion, Tenant shall furnish "as-build" plans, contractor's affidavits
     and full and final waivers of lien and receipted bills covering all labor
     and materials. All improvements, alterations and additions shall comply
     with the insurance requirements, codes, ordinances, laws and regulations,
     including without limitation, the Americans with Disabilities Act. Tenant
     shall reimburse Landlord upon demand for all sums, if any, expended by
     Landlord for third party examination of the architectural, mechanical,
     electrical and plumbing plans for any alterations, additions or
     improvements. In addition, if Landlord so requests, Landlord shall be
     entitled to oversee the construction of any alterations, additions or
     improvements that may affect the structure of the Building or any of the
     mechanical, electrical, plumbing or life safety systems of the Building.
     In the event Landlord elects to oversee such work, Landlord shall be
     entitled to receive a fee for such oversight in an amount equal to FIVE
     PERCENT (5%) of the cost of such alterations, additions or improvements.
     Landlord's approval of Tenant's plans and specifications for any work
     performed for on behalf of Tenant shall not be deemed to be representation
     by Landlord that such plans and specifications comply with applicable
     insurance requirements, building codes, ordinances, laws or regulations or
     that the alterations, additions and improvements constructed in accordance
     with such plans and specifications will be adequate for Tenant's use.

11.  USE OF ELECTRICAL SERVICES BY TENANT.

     A.  All electricity used by Tenant in the Premises shall, at Landlord's
     option, be paid for by Tenant either: (1) through inclusion in Base Rent
     and Basic Costs (except as provided in Section 11.B. below with respect to
     excess usage); or (2) by a separate charge billed directly to Tenant by
     Landlord and payable by Tenant as Additional Rent within ten (10) days
     after billing; or (3) by a separate charge or charges billed by the utility
     company(ies) providing electrical service and payable by Tenant directly to
     such utilities company(ies). Landlord shall have the right at any time and
     from time-to-time during the Lease Term to contract for electricity service
     from such providers of such services as Landlord shall elect (each being an
     "ELECTRIC SERVICE PROVIDER"). Tenant shall cooperate with Landlord, and the
     applicable Electric Service Provider, at all times and, as reasonably
     necessary, shall allow Landlord and such Electric Service Provider
     reasonable access to the Building's electric lines, feeders, risers,
     wiring, and any other machinery within the Premises. NOTWITHSTANDING
     ANYTHING TO THE CONTRARY CONTAINED IN THIS ARTICLE 7, IF: (i) LANDLORD
     CEASES TO FURNISH ANY SERVICE IN THE BUILDING FOR A PERIOD IN EXCESS OF
     FIVE (5) CONSECUTIVE DAYS AFTER TENANT NOTIFIES LANDLORD OF SUCH CESSATION
     (THE "INTERRUPTION NOTICE"); (ii) SUCH CESSATION DOES NOT ARISE AS A RESULT
     OF AN ACT OR OMISSION OF TENANT; (iii) SUCH CESSATION IS NOT CAUSED BY A
     FIRE OR OTHER CASUALTY (IN WHICH CASE ARTICLE 19 SHALL CONTROL); (iv) THE
     RESTORATION OF SUCH SERVICE IS REASONABLY WITHIN THE CONTROL OF LANDLORD;
     AND (v) AS A RESULT OF SUCH CESSATION, THE PREMISES OR A MATERIAL PORTION
     THEREOF, IS RENDERED UNTENANTABLE (MEANING THAT TENANT IS UNABLE TO USE THE
     PREMISES IN THE NORMAL COURSE OF ITS BUSINESS) AND TENANT IN FACT CEASES TO
     USE THE PREMISES, OR MATERIAL PORTION THEREOF, THEN TENANT, AS ITS SOLE
     REMEDY, SHALL BE ENTITLED TO RECEIVE AN ABATEMENT OF BASE RENT PAYABLE
     HEREUNDER DURING THE PERIOD BEGINNING ON THE SIXTH (6TH) CONSECUTIVE DAY OF
     SUCH CESSATION AND ENDING ON THE DAY WHEN THE SERVICE IN QUESTION HAS BEEN
     RESTORED. IN THE EVENT THE ENTIRE PREMISES HAS NOT BEEN RENDERED
     UNTENANTABLE BY THE CESSATION IN SERVICE, THE AMOUNT OF ABATEMENT THAT
     TENANT IS ENTITLED TO RECEIVE SHALL BE PRORATED BASED UPON THE PERCENTAGE
     OF THE PREMISES SO RENDERED UNTENANTABLE AND NOT USED BY TENANT.

     Landlord shall in no way be liable or responsible for any loss, damage, or
     expense that Tenant may sustain or incur by reason of any change, failure,
     interference, disruption, or defect in the supply or character of the
     electric energy furnished to the Premises, or if the quantity or character
     of the electric energy supplied by the Electric Service Provider is no
     longer available or suitable for Tenant's requirements, and no such
     change, failure, defect, unavailability, or unsuitability shall constitute
     an actual or constructive eviction, in whole or in part, or entitle Tenant
     to any abatement or diminution of rent, or relieve Tenant from any of its
     obligations under the Lease.

     B.  Tenant's use of electrical services furnished by Landlord shall not
     exceed in voltage, rated capacity, or overall load that which is standard
     for the Building. In the event Tenant shall request that it be allowed to
     consume electrical services in excess of Building Standard, Landlord may
     refuse to consent to such usage or may consent upon such conditions as
     Landlord reasonably elects (including the installation of utility service
     upgrades, submeters, air handlers or cooling units), and all such
     additional usage (to the extent permitted by law), installation and
     maintenance thereof shall be paid for by Tenant as Additional Rent.
     Landlord, at any time during the Lease Term, shall have the right to
     separately meter electrical usage for the Premises or to measure
     electrical usage by survey or any other method that Landlord, in its
     reasonable judgment, deems appropriate.

                                       8
<PAGE>
12.  ENTRY BY LANDLORD.  Tenant shall permit Landlord or its agents or
representatives to enter into and upon any part of the Premises to inspect the
same, or to show the Premises to prospective purchasers, mortgagees, tenants
(during the last (9) nine months of the Lease Term or earlier in connection with
a potential relocation) or insurers, or to clean or make repairs, alterations,
or additions thereto, including any work that Landlord deems necessary for the
safety, protection or preservation of the Building or any occupants thereof, or
to facilitate repairs, alterations or additions to the Building or any other
tenant's premises. Except for any entry by Landlord in an emergency situation or
to provide normal cleaning and janitorial service, Landlord shall provide Tenant
with reasonable prior notice of any entry into the Premises, which notice may be
given verbally. Landlord shall have the right to temporarily close the Premises
or the Building to perform repairs, alterations or additions in the Premises or
the Building, provided that Landlord shall use reasonable efforts to perform all
such work on weekends and after Normal Business Hours. Entry by Landlord
hereunder shall not constitute a constructive eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof.

13.  ASSIGNMENT AND SUBLETTING.

     A. Except in connection with a Permitted Transfer (defined in Section
     13.E. below), Tenant shall not assign, sublease, transfer or encumber any
     interest in this Lease or allow any third party to use any portion of the
     Premises (collectively or individually, a "TRANSFER") without the prior
     written consent of Landlord, which consent shall not be unreasonably
     withheld CONDITIONED OR DELAYED. Without limitation, it is agreed that
     Landlord's consent shall not be considered unreasonably withheld if: (1)
     the proposed transferee's financial condition does not meet the criteria
     Landlord uses to select Building tenants having similar leasehold
     obligations; (2) the proposed transferee's business is not suitable for the
     Building considering the business of the other tenants and the Building's
     prestige, or would result in a violation of another tenant's rights; (3)
     the proposed transferee is a governmental agency or occupant of the
     Building; (4) Tenant is in default beyond any applicable notice and cure
     period; or (5) any portion of the Building or the Premises would likely
     become subject to additional or different laws as a consequence of the
     proposed Transfer. Any attempted Transfer in violation of this Section 13,
     shall, exercisable in Landlord's sole and absolute discretion, be voidable.
     Consent by Landlord to one or more Transfer(s) shall not operate as a
     waiver of Landlord's rights to approve any subsequent Transfer(s). IN NO
     EVENT SHALL ANY TRANSFER OR PERMITTED TRANSFER RELEASE OR RELIEVE TENANT
     FROM ANY OBLIGATION UNDER THIS LEASE OR ANY LIABILITY HEREUNDER.

     B. If Tenant requests Landlord's consent to a Transfer, Tenant shall submit
     to Landlord financial statements for the proposed transferee, a complete
     copy of the proposed assignment, sublease and other information as Landlord
     may reasonably request. Landlord shall within TWENTY (20) DAYS after
     Landlord's receipt of the required information and documentation either:
     (1) consent or reasonably refuse consent to the Transfer in writing; (2) in
     the event of a proposed assignment of this Lease or a proposed sublease of
     the entire Premises for the entire remaining term of this Lease, terminate
     this Lease effective the first to occur of ninety (90) days following
     written notice of such termination or the date that the proposed Transfer
     would have come into effect. If Landlord shall fail to notify Tenant in
     writing of its decision within such thirty (30) days period after the later
     of the date Landlord is notified in writing of the proposed Transfer or the
     date Landlord has received all required information concerning the proposed
     transferee and the proposed Transfer, Landlord shall be deemed to have
     refused to consent to such Transfer, and to have elected to keep this Lease
     in full force and effect. Tenant shall pay Landlord a review fee of FIVE
     HUNDRED ($500.00) for Landlord's review of any Permitted Transfer or
     requested Transfer. In addition, Tenant shall reimburse Landlord for its
     actual reasonable costs and expenses (including without limitation
     reasonable attorney's fees) incurred by Landlord in connection with
     Landlord's review of such requested Transfer or Permitted Transfer.

     C. Tenant shall pay to Landlord fifty percent (50%) of all cash and other
     consideration which Tenant receives as a result of a Transfer that is in
     excess of the rent payable to Landlord (NET OF TENANT'S REASONABLE
     OUT-OF-POCKET MARKETING, BROKERAGE, AND BUILD-OUT CONCESSIONS GRANTED TO
     THE SUBTENANT WHICH ARE ASSOCIATED WITH PROCURING SUCH SUBTENANT HEREUNDER)
     for the portion of the Premises and Term covered by the Transfer within
     ten (10) days  following receipt thereof by Tenant. If Tenant is in
     Monetary Default (defined in Section 22. below), Landlord may require that
     all sublease payments be made directly to Landlord, in which case Tenant
     shall receive a credit against rent in the amount of any payments received
     (less Landlord's share of any excess).

     D. Except as provided below with respect to a Permitted Transfer, if
     Tenant is a corporation, limited liability company, partnership or similar
     entity, and the entity which owns or controls a majority of the voting
     shares/rights at the time changes for any reason (including but not limited
     to a merger, consolidation or reorganization), such change of ownership or
     control shall constitute a Transfer. The foregoing shall not apply so long
     as Tenant is an entity whose outstanding stock is listed on a nationally
     recognized security exchange, or if at least eighty percent (80%) of its
     voting stock is owned by another entity, the voting stock of which is so
     listed.

     E. Tenant may assign its entire interest under this Lease or sublet the
     Premises to any entity controlling or controlled by or under common control
     with Tenant or to any successor to Tenant by purchase, merger,
     consolidation or reorganization (hereinafter, collectively, referred to as
     "PERMITTED TRANSFER") without the consent of Landlord, provided: (1) Tenant
     is not in default BEYOND ANY


                                       9
<PAGE>
     APPLICABLE CURE AND NOTICE PERIODS under this Lease; (2) if such proposed
     transferee is a successor to Tenant by purchase, said proposed transferee
     shall acquire all or substantially all of the stock or assets of Tenant's
     business or, if such proposed transferee shall acquire all or substantially
     all of the stock or assets of Tenant's business or, if such proposed
     transferee is a successor to Tenant by merger, consolidation or
     reorganization, the continuing or surviving corporation shall own all or
     substantially all of the assets of Tenant; (3) such proposed transferee
     shall have a net worth which would be reasonably acceptable to Landlord if
     such entity were entering into a new lease with Landlord for the Premises
     as evidenced to Landlord's reasonable satisfaction; (4) such proposed
     transferee operates the business in the Premises for the Permitted Use and
     no other purpose; and (5) Tenant shall give Landlord written notice at
     least thirty (30) days prior to the effective date of the proposed
     purchase, merger, consolidation or reorganization.

     F. Tenant agrees that in the event Landlord withholds its consent to any
     Transfer contrary to the provisions of this Section 13, Tenant's sole
     remedy shall be to seek an injunction in equity or compel performance by
     Landlord to give its consent and Tenant expressly waives any right to
     damages in the event of such withholding by Landlord of its consent.

14. MECHANIC'S LIENS. Tenant will not permit any mechanic's liens or other
liens to be placed upon the Premises, the Building, or the Property and nothing
in this Lease shall be deemed or construed in any way as constituting the
consent or request of Landlord, express or implied, by inference or otherwise,
to any person for the performance of any labor or the furnishing of any
materials to the Premises, the Building, or the Property or any part thereof,
nor as giving Tenant any right, power, or authority to contract for or permit
the rendering of any services or the furnishing of any materials that would
give rise to any mechanic's or other liens against the Premises, the Building,
or the Property. In the event any such lien is attached to the Premises,
the Building, or the Property, then, in addition to any other right or remedy
of Landlord, Landlord may, but shall not be obligated to, discharge the same.
Any amount paid by Landlord for any of the aforesaid purposes including, but
not limited to, reasonable attorneys' fees, shall be paid by Tenant to Landlord
promptly on demand as Additional Rent. Tenant shall within ten (10) days of
receiving such notice of lien or claim (a) have such lien or claim released or
(b) deliver to Landlord a bond in form, content, amount and issued by surety,
satisfactory to Landlord, indemnifying, protecting, defending and holding
harmless the Indemnities against all costs and liabilities resulting from such
lien or claim and the foreclosure or attempted foreclosure thereof. Tenant's
failure to comply with the provisions of the foregoing sentence shall be deemed
an Event of Default under Section 22. hereof entitling Landlord to exercise all
of its remedies therefor without the requirement of any additional notice or
cure period.

15. INSURANCE.

     A. Landlord shall maintain such insurance on the Building and the Premises
     (other than on Tenant's Property or on any additional improvements
     constructed in the Premises by Tenant), and such liability insurance in
     such amounts as Landlord elects. The cost of such insurance shall be
     included as a part of the Basic Costs, and payments for losses thereunder
     shall be made solely to Landlord or the mortgagees of Landlord as their
     interests shall appear.

     B. Tenant shall maintain at its expense, (1) in an amount equal to full
     replacement cost, special form (formerly known as all risk) property
     insurance on all of its personal property, including removable trade
     fixtures and leasehold and tenant improvements, and Tenant's Property
     located in the Premises and in such additional amounts as are required to
     meet Tenant's obligations pursuant to Section 18 hereof and with
     deductibles in an amount reasonably satisfactory to Landlord, and (ii) a
     policy or policies of commercial general liability insurance (including
     endorsement or separate policy for owned or non-owned automobile liability)
     with respect to its activities in the Building and on the Property, with
     the premiums thereon fully paid on or before the due date, in an amount of
     not less than $2,000,000 per occurrence per person coverage for bodily
     injury, property damage, personal injury or combination thereof (the term
     "personal injury" as used herein means, without limitation, false arrest,
     detention or imprisonment, malicious prosecution, wrongful entry, liable
     and slander), provided that if only single limit coverage is available it
     shall be for at least $2,000,000 per occurrence with an umbrella policy of
     at least $5,000,000 combined single limit per occurrence. Tenant's
     insurance policies shall name Landlord and Building Manager as additional
     insureds and shall include coverage for the contractual liability of Tenant
     to indemnify Landlord and Building Manager pursuant to Section 16 of this
     Lease and shall have deductibles in an amount reasonably satisfactory to
     Landlord. Prior to Tenant's taking possession of the Premises, Tenant shall
     furnish evidence satisfactory to Landlord of the maintenance and timely
     renewal of such insurance, and Tenant shall obtain and deliver to Landlord
     a written obligation on the part of each insurer to notify Landlord at
     least thirty (30) days prior to the modification, cancellation or
     expiration of such insurance policies. In the event Tenant shall not have
     delivered to Landlord a policy or certificate evidencing such insurance at
     least thirty (30) days prior to the expiration date of each expiring
     policy, Landlord may obtain such insurance as Landlord may reasonably
     require to protect Landlord's interest (which obtaining of insurance shall
     not be deemed to be a waiver of Tenant's default hereunder). The cost to
     Landlord of obtaining such policies, plus an administrative fee in the
     amount of fifteen percent (15%) of the cost of such policies shall be paid
     by Tenant to Landlord as Additional Rent upon demand.



                                       10
<PAGE>
     C.  The insurance requirements set forth in this Section 15 are independent
     of the waiver, indemnification, and other obligations under this Lease and
     will not be construed or interpreted in any way to restrict, limit or
     modify the waiver, indemnification and other obligations or to in any way
     limit any party's liability under this Lease. In addition to the
     requirements set forth in Sections 15 and 16, the insurance required of
     Tenant under this Lease must be issued by an insurance company with a
     rating of no less than A-VIII in the current Best's Insurance Guide, or A-
     in the current Standard & Poor Insurance Solvency Review, or in that is
     otherwise acceptable to Landlord, and admitted to engage in the business of
     insurance in the state in which the Building is located; be primary
     insurance for all claims under it and provide that any insurance carried by
     Landlord and Landlord's lenders is strictly excess, secondary and
     noncontributing with any insurance carried by Tenant; and provide that
     insurance may not be cancelled, nonrenewed or the subject of material
     change in coverage of available limits of coverage, except upon thirty (30)
     days prior written notice to Landlord and Landlord's lenders. Tenant will
     deliver either a duplicate original or a legally enforceable certificate of
     insurance on all policies procured by Tenant in compliance with Tenant's
     obligations under this Lease, together with evidence satisfactory to
     Landlord of the payment of the premiums therefor, to Landlord on or before
     the date Tenant first occupies any portion of the Premises, at least thirty
     (30) days before the expiration date of any policy and upon the renewal of
     any policy. Landlord must give its prior written approval to all
     deductibles and self-insured retentions under Tenant's policies. Tenant may
     comply with its insurance coverage requirements through a blanket policy,
     provided Tenant, at Tenant's sole expense, procures a "per location"
     endorsement, or equivalent reasonably acceptable to Landlord, so that the
     general aggregate and other limits apply separately and specifically to the
     Premises. Notwithstanding the foregoing, the foregoing "per location" limit
     shall be waived as long as Tenant maintains commercial general or
     umbrella/excess liability insurance coverage limits of $25,000,000 or
     greater.

     D.  If Tenant's business operations, conduct or use of the Premises or any
     other part of the Property causes an increase in the premium for any
     insurance policy carried by Landlord, Tenant will, within ten (10) days
     after receipt of notice from Landlord, reimburse Landlord for the entire
     increase.


     E.  Neither Landlord nor Tenant shall be liable (by way of subrogation or
     otherwise) to the other party (or to any insurance company insuring the
     other party) for any personal injury or loss or damage to any of the
     property of Landlord or Tenant, as the case may be, with respect to their
     respective property, the Building, the Property or the Premises or any
     addition or improvements thereto, or any contents therein, to the extent
     covered by insurance carried or required to be carried by a party hereto
     even though such loss might have been occasioned by the negligence or
     willful acts or omissions of the Landlord or Tenant or their respective
     employees, agents, contractors, or invitees. Since this mutual waiver will
     preclude the assignment of any such claim by subrogation (or otherwise) to
     an insurance company (or any other person), Landlord and Tenant each agree
     to give each insurance company which has issued, or on the future may
     issue, policies of insurance, with respect to the items covered by this
     waiver, written notice of the terms of this mutual waiver, and to have such
     insurance policies properly endorsed, if necessary, to prevent the
     invalidation of any of the coverage provided by such insurance policies by
     reason of such mutual waiver. For the purpose of the foregoing waiver, the
     amount of any deductible applicable to any loss or damage shall be deemed
     covered by, and recoverable by the insured under the insurance policy to
     which such deductible relates. In the event that Tenant is permitted to and
     self-insures any risk for which insurance is required to be carried under
     this Lease, or if Tenant fails to carry any insurance required to be
     carried by Tenant pursuant to this Lease, then all loss or damage to
     Tenant, its leasehold interest, its business, its property, the Premises or
     any additions or improvements thereto or contents thereof shall be deemed
     covered by and recoverable by Tenant under valid and collectible policies
     of insurance. Notwithstanding anything to the contrary herein, Landlord
     shall not be liable to the Tenant or any insurance company (by way of
     subrogation or otherwise) insuring the Tenant for any loss or damage to any
     property, or bodily injury or personal injury or any resulting loss of
     income or losses from worker's compensation laws and benefits, even though
     such loss or damage might have been occasioned by the negligence of
     Landlord, its agents or employees, or Building Manager, if any such loss or
     damage was required to be covered by insurance pursuant to this Lease.


16.  INDEMNITY.  To the extent not expressly prohibited by law, neither Landlord
nor Building Manager nor any of their respective officers, directors, employees,
members, managers, or agents shall be liable to Tenant, or to Tenant's agents,
servants, employees, customers, licensees, or invitees for any injury to person
or damage to property caused by any act, omission, or neglect of Tenant, its
agents, servants, employees, customers, invitees, licensees or by any other
person entering the Building or upon the Property under the invitation of Tenant
or arising out of the use of the Property, Building or Premises by Tenant and
the conduct of its business or out of a default by Tenant in the performance of
its obligations hereunder. Tenant hereby indemnifies and holds Landlord and
Building Manager and their respective officers, directors, employees, members,
managers and agents ("INDEMNITEES"), harmless from all liability and claims for
any property damage, or bodily injury or death of, or personal injury to, a
person in or on the Premises, or at any place, including the Property or the
Building to the extent caused, in whole or in part by Tenant, its employees,
agents, servants, customers, invitees or licensees and this indemnity shall be
enforceable to the full extent whether or not such liability and claims are the
result of the sole, joint or concurrent acts, negligent or intentional, or
otherwise, of Tenant, or its employees, agents, servants, customers, invitees or
licensees. SUCH INDEMNITY FOR THE BENEFIT OF INDEMNITIEES



                                       11
<PAGE>
SHALL BE ENFORCEABLE EVEN IF INDEMNITEES, OR ANY ONE OR MORE OF THEM HAVE OR
HAS CAUSED OR PARTICIPATED IN CAUSING SUCH LIABILITY AND CLAIMS BY THEIR JOINT
OR CONCURRENT ACTS, NEGLIGENT OR INTENTIONAL, OR OTHERWISE. Notwithstanding the
terms of this Lease to the contrary, the terms of this Section shall survive the
expiration or earlier termination of this Lease. THE FOREGOING PROVISIONS OF
THIS SECTION SHALL NOT HOWEVER BE DEEMED TO EXCULPATE LANDLORD FROM DAMAGES,
COSTS OR LIABILITIES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF LANDLORD, ITS EMPLOYEES, AGENTS OR CONTRACTORS (COLLECTIVELY, "LANDLORD'S
PARTIES")."

17.  DAMAGES FROM CERTAIN CAUSES. To the extent not expressly prohibited by law,
Landlord shall not be liable to Tenant or Tenant's employees, contractors,
agents, invitees or customers, for any injury to person or damage to property
sustained by Tenant or any such party or any other person claiming through
Tenant resulting from any accident or occurrence in the Premises or any other
portion of the Building caused by the Premises or any other portion of the
Building becoming out of repair or by defect in or failure of equipment, pipes,
or wiring, or by broken glass, or by the backing up of drains, or by gas, water,
steam, electricity, or oil leaking, escaping or flowing into the Premises
(except where due to Landlord's willful failure to make repairs required to be
made pursuant to other provisions of this Lease, after the expiration of a
reasonable time after written notice to Landlord of the need for such repairs),
nor shall Landlord be liable to Tenant for any loss or damage that may be
occasioned by or through the acts or omissions of other tenants of the Building
or of any other persons whomsoever, including, but not limited to riot, strike,
insurrection, war, court order, requisition, order of any governmental body or
authority, acts of God, fire or theft.

18.  CASUALTY DAMAGE. If the Premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. In case the Building shall be so damaged that substantial alteration
or reconstruction of the Building shall, in Landlord's sole opinion, be required
(whether or not the Premises shall have been damaged by such casualty) or in the
event there is less than two (2) years of the Lease Term remaining or in the
event Landlord's mortgagee should require that the insurance proceeds payable as
a result of a casualty be applied to the payment of the mortgage debt or in the
event of any material uninsured loss to the Building, Landlord may, at its
option, terminate this Lease by notifying Tenant in writing of such termination
within ninety (90) days after the date of such casualty. If Landlord does not
thus elect to terminate this Lease, Landlord shall commence and proceed with
reasonable diligence to restore the Building, and the improvements located
within the Premises, if any, for which Landlord had financial responsibility
pursuant to the Work Letter Agreement attached hereto as EXHIBIT D (except that
Landlord shall not be responsible for delays not within the control of Landlord)
to substantially the same condition in which it was immediately prior to the
happening of the casualty. Notwithstanding the foregoing, Landlord's obligation
to restore the Building, and the improvements located within the Premises, if
any, for which Landlord had financial responsibility pursuant to the Work Letter
Agreement, shall not require Landlord to expend for such repair and restoration
work more than the insurance proceeds actually received by the Landlord as a
result of the casualty and Landlord's obligation to restore shall be further
limited so that Landlord shall not be required to expend for the repair and
restoration of the improvements located within the Premises, if any, for which
Landlord had financial responsibility pursuant to the Work Letter Agreement,
more than the dollar amount of the Allowance, if any, described in the Work
Letter Agreement. When the repairs described in the preceding two sentences have
been completed by Landlord, Tenant shall complete the restoration of all
improvements, including furniture, fixtures and equipment, which are necessary
to permit Tenant's reoccupancy of the Premises. Except as set forth above, all
cost and expense of reconstructing the Premises shall be borne by Tenant, and
Tenant shall present Landlord with evidence satisfactory to Landlord of Tenant's
ability to pay such costs prior to Landlord's commencement of repair and
restoration of the Premises. Landlord shall not be liable for any inconvenience
or annoyance to Tenant or injury to the business of Tenant resulting in any way
from such damage or the repair thereof, except that, subject to the provisions
of the next sentence, Landlord shall allow Tenant a fair diminution of Rent
during the time and to the extent the Premises are unfit for occupancy. If the
Premises or any other portion of the Property is damaged by fire or other
casualty resulting from the fault or negligence of Tenant or any of Tenant's
agents, employees, or invitees, the rent hereunder shall not be diminished
during the repair of such damage and Tenant shall be liable to Landlord for the
cost of the repair and restoration of the Property caused thereby to the extent
such cost and expense is not covered by insurance proceeds.

19.  CONDEMNATION. If the whole or any substantial part of the Premises or if
the Building or any portion thereof which would leave the remainder of the
Building unsuitable for use as an industrial building comparable to its use on
the Commencement Date, or if the land on which the Building is located or any
material portion thereof, shall be taken or condemned for any public or
quasi-public use under governmental law, ordinance or regulation, or by right of
eminent domain, or by private purchase in lieu thereof, then Landlord may, at
its option, terminate this Lease and the rent shall be abated during the
unexpired portion of this Lease, effective when the physical taking of said
Premises or said portion of the Building or land shall occur. In the event this
Lease is not terminated, the rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of

                                       12

<PAGE>
or damage to trade fixtures of Tenant, which Tenant specifically reserves to
itself. IN ADDITION, TENANT MAY FILE A CLAIM AT ITS SOLE COST AND EXPENSE AND
RECEIVE AN AWARD FOR THE TENANT'S PROPERTY, TENANT'S BUSINESS GOODWILL AND
REASONABLE RELOCATION EXPENSES, PROVIDED THE FILING OF ANY CLAIM FOR RELOCATION
EXPENSES DOES NOT ADVERSELY AFFECT OR DIMINISH THE AWARD WHICH WOULD OTHERWISE
HAVE BEEN RECEIVED BY LANDLORD HAD TENANT NOT FILED SUCH A CLAIM AND RECEIVED
SUCH AWARD.

20.  HAZARDOUS SUBSTANCES.

     A.   Tenant hereby represents and covenants to Landlord the following: No
     toxic or hazardous substances or wastes, pollutants or contaminants
     (including, without limitation, asbestos, urea formaldehyde, the group of
     organic compounds known as polychlorinated biphenyls, petroleum products
     including gasoline, fuel oil, crude oil and various constituents of such
     products, radon, and any hazardous substance as defined in the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, 42 U.S.C. 9601-9657, as amended ("CERCLA") (collectively,
     "ENVIRONMENTAL POLLUTANTS") other than customary office supplies and
     cleaning supplies stored and handled within the Premises in accordance with
     all applicable laws, will be generated, treated, stored, released or
     disposed of, or otherwise placed, deposited in or located on the Property,
     and no activity shall be taken on the Property, by Tenant, its agents,
     employees, invitees or contractors, that would cause or contribute to (i)
     the Property or any part thereof to become a generation, treatment, storage
     or disposal facility within the meaning of or otherwise bring the Property
     within the ambit of the Resource Conservation and Recovery Act of 1976
     ("RCRA"), 42 U.S.C. 5901 et. seq., or any similar state law or local
     ordinance, (ii) a release or threatened release of toxic or hazardous
     wastes or substances, pollutants or contaminants, from the Property or any
     part thereof within the meaning of, or otherwise result in liability in
     connection with the Property within the ambit of CERCLA, or any similar
     state law or local ordinance, or (iii) the discharge of pollutants or
     effluents into any water source or system, the dredging or filling of any
     waters, or the discharge into the air of any emissions, that would require
     a permit under the Federal Water Pollution Control Act, 33 U.S.C. 1251 et.
     seq., or the Clean Air Act, 42 U.S.C. 7401 et. seq., or any similar state
     law or local ordinance.

     B.   Tenant expressly waives, to the extent allowed by law, any claims
     under federal, state or other law that Tenant might otherwise have against
     Landlord relating to the condition of such Property or the Premises or the
     Leasehold Improvements or personal property located thereon or the presence
     in or contamination of the Property or the Premises by hazardous materials.
     Tenant agrees to indemnify and hold Indemnitees (as defined in Section 16)
     harmless from and against and to reimburse Indemnitees with respect to, any
     and all claims, demands, causes of action, loss, damage, liabilities, costs
     and expenses (including attorneys' fees and court costs) of any and every
     kind or character, known or unknown, fixed or contingent, asserted against
     or incurred by Landlord at any time and from time-to-time by reason of or
     arising out of the breach of any representation or covenant contained in
     Section 20.A above.

     C.   Tenant shall immediately notify Landlord in writing of any release or
     threatened release of toxic or hazardous wastes or substances, pollutants
     or contaminants of which Tenant has knowledge whether or not the release is
     in quantities that would require under law the reporting of such release to
     a governmental or regulatory agency.

     D.   Tenant shall also immediately notify landlord in writing of, and shall
     contemporaneously provide Landlord with a copy of:

          (1)  Any written notice of release of hazardous wastes or substances,
               pollutants or contaminants on the Property that is provided by
               Tenant or any subtenant or other occupant if the Premises to a
               governmental or regulatory agency;

          (2)  Any notice of a violation, or a potential or alleged violation,
               of any Environmental Law (hereinafter defined) that is received
               by Tenant or any subtenant or other occupant of the premises from
               any governmental or regulatory agency;

          (3)  Any inquiry, investigation, enforcement, cleanup, removal, or
               other action that is instituted or threatened by a governmental
               or regulatory agency against Tenant or any subtenant or other
               occupant of the Premises and that relates to the release or
               discharge of hazardous wastes or substances, pollutants or
               contaminants on or from the Property;

          (4)  Any claim that is instituted or threatened by any third-party
               against Tenant or any subtenant or other occupant of the Premises
               and that relates to any release or discharge of hazardous wastes
               or substances, pollutants or contaminants on or from the
               Property; and

          (5)  Any notice of the loss of any environmental operating permit by
               Tenant or any subtenant or other occupant of the Premises.

     E.   As used herein "Environmental Laws" mean all present and future
     federal, state and municipal laws, ordinances, rules and regulations
     applicable to environmental and ecological conditions, and the

                                       13

<PAGE>
     rules and regulations of the U.S. Environmental Protection Agency, and any
     other federal, state or municipal agency, or governmental board or entity
     relating to environmental matters.

     F. AS OF THE DATE OF THIS LEASE AND TO THE ACTUAL KNOWLEDGE OF HENRY KNAPEK
     (LANDLORD'S EMPLOYEE WHOSE RESPONSIBILITIES INCLUDE THE MANAGEMENT OR
     SUPERVISION OF THE MANAGEMENT OF THE BUILDING), LANDLORD HAD NOT RECEIVED
     ANY WRITTEN NOTICE FROM ANY GOVERNMENTAL ENTITY AND HAVE NO ACTUAL
     KNOWLEDGE THAT THE PROPERTY OR THE BUILDING IS CURRENTLY IN BREACH OF ANY
     ENVIRONMENTAL LAWS.

     G. Notwithstanding anything to the contrary contained herein, Tenant shall
     not have any liability with respect to any hazardous wastes or substances,
     pollutants or contaminants (i) existing in or on the Premises on the
     Commencement Date, or (ii) brought into or on the Premises after the
     Commencement Date by Landlord or Landlord's employees, agents or
     contractors.

21. AMERICANS WITH DISABILITIES ACT.  Landlord agrees to deliver the Premises
to Tenant in compliance with the Title III of the ADA (hereinafter defined);
provided that the foregoing agreement shall not apply to any (i) cubicles, (ii)
furniture and fixtures (including countertops thereon), or (iii) other
installations and/or property brought into the Premises by Tenant or on behalf
of Tenant or installed by or on behalf of Tenant (other than installations on
behalf of Tenant made by Landlord's contractors under Exhibit "D"). In the
event of Landlord's failure to deliver the Premises in such condition, Landlord
shall take such action as is necessary to bring the Premises in compliance
therewith. From and after the Commencement Date, Tenant agrees to comply with
all requirements of the Americans with Disabilities Act (Public Law (July 26,
1990) ("ADA") applicable to the Premises and such other current acts or other
subsequent acts, (whether federal or state) addressing like issues as are
enacted or amended. LANDLORD SHALL BE RESPONSIBLE FOR COMPLIANCE WITH ADA IN
THE COMMON AREAS; PROVIDED HOWEVER, TENANT SHALL BE RESPONSIBLE FOR COMPLIANCE
WITH ADA IN THE APPLICABLE COMMON AREAS IN THE EVENT (i) THE CONDUCT OF
TENANT'S BUSINESS IS UNIQUE TO THAT OF OTHER TENANTS IN THE BUILDING AND
NECESSITATES SPECIAL REQUIREMENTS, OR (ii) TENANT'S IMPROVEMENTS IN THE
PREMISES THEREBY NECESSITATE COMPLIANCE WITH ADA IN THE COMMON AREAS. Tenant
agrees to indemnify and hold Landlord harmless from any and all expenses,
liabilities, costs or damages suffered by Landlord as a result of additional
obligations which may be imposed on the Building or the Property under of such
acts by virtue of Tenant's operations and/or occupancy, including the alleged
negligence of the Landlord. Tenant acknowledges that it will be wholly
responsible for any provision of the Lease which could arguably be construed as
authorizing a violation of the ADA. Any such provision shall be interpreted in
a manner which permits compliance with the ADA and is hereby amended to permit
such compliance.

22.  EVENTS OF DEFAULT.

     A. The following events shall be deemed to be "EVENTS OF DEFAULT" under
        this Lease:

        (1)    With respect to the first two (2) failures within any twelve (12)
               month period during the Lease Term, the failure of Tenant to pay
               to Landlord when due any Base Rent, Additional Rent or other
               amount payable by Tenant to Landlord under this Lease and the
               continuance of such failure for five (5) Business Days after
               receipt of written notice from Landlord that such amount was not
               paid when due. With respect to any other payment of Base Rent,
               Additional Rent or other amount payable by Tenant to Landlord
               under this Lease, the failure of Tenant to pay Landlord such
               amount WITHIN FIVE (5) DAYS WHEN DUE (hereinafter sometimes
               referred to as a "MONETARY DEFAULT").

        (2)    Any failure by Tenant (other than a Monetary Default) to comply
               with any term, provision or covenant of this Lease, which failure
               is not cured within thirty (30) days after delivery to Tenant of
               notice of the occurrence of such failure provided, however, that
               if the term, condition, covenant or obligation to be performed by
               Tenant is of such nature that the same cannot reasonably be
               performed within such thirty-day period, such default shall be
               deemed to have been cured if Tenant commences such performance
               within said thirty-day period and thereafter diligently
               undertakes to complete the same, and in fact, completes same
               within ninety (90) days after notice.

        (3)    Any failure by Tenant to observe or perform any of the covenants
               with respect to (a) assignment and subletting set forth in
               Section 13, (b) mechanic's liens set forth in Section 14, or (c)
               insurance set forth in Section 15.

        (4)    Tenant or any Guarantor shall (a) become insolvent, (b) make a
               transfer in fraud of creditors (c) make an assignment for the
               benefit of creditors, (d) admit in writing its inability to pay
               its debts as they become due, (e) file a petition under any
               section or chapter of the United States Bankruptcy Code, as
               amended, pertaining to bankruptcy, or under any similar law or
               statute of the United States or any State thereof, or Tenant or
               any Guarantor shall be adjudged bankrupt or insolvent in
               proceedings filed against Tenant or any Guarantor thereunder; or
               a petition or answer proposing the adjudication of Tenant or any
               Guarantor as a bankrupt or its reorganization under any present
               or future federal or state bankruptcy or similar law shall be
               filed in any court and such


                                       14
<PAGE>
          petition or answer shall not be discharged or denied within sixty (60)
          days after the filing thereof.

     (5)  A receiver or trustee shall be appointed for all or substantially all
          of the assets of Tenant or any Guarantor or of the Premises or of any
          of Tenant's property located thereon in any proceeding brought by
          Tenant or any Guarantor, or any such receiver or trustee shall be
          appointed in any proceeding brought against Tenant or any Guarantor
          and shall not be discharged within sixty (60) days after such
          appointment or Tenant or such Guarantor shall consent to or acquiesce
          in such appointment.

     (6)  The leasehold estate hereunder shall be taken on execution or other
          process of law in any action against Tenant.

     (7)  Tenant shall abandon or vacate any substantial portion of the
          Premises. UNLESS TENANT CONTINUES TO PAY RENT AND PERFORM IT'S OTHER
          OBLIGATIONS UNDER THE LEASE.

     (8)  Tenant shall fail to take possession of and occupy the Premises within
          thirty (30) days following the Commencement Date and thereafter
          continuously conduct its operations in the Premises for the Permitted
          Use as set forth in Section 4 hereof.

     (9)  The liquidation, termination, dissolution, forfeiture of right to do
          business or death of Tenant or any Guarantor.

23. REMEDIES.

  A. Upon the occurrence of any Event of Default, Landlord shall have the
following rights and remedies, in addition to those allowed by law or equity,
any one or more of which may be exercised without further notice to or demand
upon Tenant and which may be pursued successively or cumulatively as Landlord
may elect:

     (1)  Landlord may re-enter the Premises and cure any default of Tenant, in
          which event Tenant shall, upon demand, reimburse Landlord as
          Additional Rent for any cost and expenses which Landlord may incur to
          cure such default; and Landlord shall not be liable to Tenant for any
          loss or damage which Tenant may sustain by reason of Landlord's
          action, regardless of whether caused by Landlord's negligence or
          otherwise.

     (2)  Landlord may terminate this Lease by giving to Tenant notice of
          Landlord's election to do so, in which event the Term shall end, and
          all right, title and interest of Tenant hereunder shall expire, on the
          date stated in such notice;

     (3)  Landlord may terminate the right of Tenant to possession of the
          Premises without terminating this Lease by giving notice to Tenant
          that Tenant's right to possession shall end on the date stated in such
          notice, whereupon the right of Tenant to possession of the Premises or
          any part thereof shall cease on the date stated in such notice; and

     (4)  Landlord may enforce the provisions of this Lease and may enforce and
          protect the rights of Landlord hereunder by a suit or suits in equity
          or at law for the specific performance of any covenant or agreement
          contained herein, or for the enforcement of any other appropriate
          legal or equitable remedy, including recovery of all moneys due or to
          become due from Tenant under any of the provisions of this Lease.

Landlord shall not be required to serve Tenant with any notices or demands as a
prerequisite to its exercise of any of its rights or remedies under this Lease,
other than those notices and demands specifically required under this Lease. In
order to regain possession of the Premises and to deny Tenant access thereto,
Landlord or its agent may, at the expense and liability of the Tenant, alter or
change any or all locks or other security devices controlling access to the
Premises without posting or giving notice of any kind to Tenant and Landlord
shall have no obligation to provide Tenant a key to new locks installed in the
Premises or grant Tenant access to the Premises. Tenant shall not be entitled
to recover possession of the Premises, terminate this Lease, or recover any
actual, incidental, consequential, punitive, statutory or other damages or
award of attorneys' fees, by reason of Landlord's alteration or change of any
lock or other security device and the resulting exclusion from the Premises of
the Tenant or Tenant's agents, servants, employees, customers, licensees,
invitees or any other persons from the Premises. Landlord may, without notice,
remove and either dispose of or store, at Tenant's expense, any property
belonging to Tenant that remains in the Premises after Landlord has regained
possession thereof. Tenant acknowledges that the provisions of this
subparagraph of this Lease supersedes the Texas Property Code and Tenant
further warrants and represents that it hereby knowingly waives any rights it
may have thereunder.

B.  If Landlord exercises either of the remedies provided in Sections 23.A.(2)
or 23.A.(3), Tenant shall surrender possession and vacate the Premises and
immediately deliver possession thereof to Landlord, and Landlord may re-enter
and take complete and peaceful possession of the Premises, with process of law,
full and complete license to do so being hereby granted to Landlord, and


                                       15
<PAGE>
Landlord may remove all occupants and property therefrom, using such force as
may be necessary to the extent allowed by law, without being deemed guilty in
any manner of trespass, eviction or forcible entry and detainer and without
relinquishing Landlord's right to Rent or any other right given to Landlord
hereunder or by operation of law.

C.  If Landlord terminates the right of Tenant to possession of the Premises
without terminating this Lease, Landlord shall have the right to immediate
recovery of all amounts then due hereunder. Such termination of possession
shall not release Tenant, in whole or in part, from Tenant's obligation to pay
Rent hereunder for the full Term, and Landlord shall have the right, from time
to time, to recover from Tenant, and Tenant shall remain liable for, all Base
Rent, Additional Rent and any other sums accruing as they become due under this
Lease during the period from the date of such notice of termination of
possession to the stated end of the Term. In any such case, Landlord may relet
the Premises or any part thereof for the account of Tenant for such rent, for
such time (which may be for a term extending beyond the Term) and upon such
terms as Landlord shall determine and may collect the rents from such
reletting. Landlord shall not be required to accept any tenant offered by
Tenant or to observe any instructions given by Tenant relative to such
reletting. Also, in any such case, Landlord may make repairs, alterations and
additions in or to the Premises and redecorate the same to the extent deemed by
Landlord necessary or desirable and in connection therewith change the locks to
the Premises, and Tenant upon demand shall pay the cost of all of the foregoing
together with Landlord's expenses of reletting. The rents from any such
reletting shall be applied first to the payment of the expenses of reentry,
redecoration, repair and alterations and the expenses of reletting and second
to the payment of Rent herein provided to be paid by Tenant. Any excess or
residue shall operate only as an offsetting credit against the amount of Rent
due and owing as the same thereafter becomes due and payable hereunder, and the
use of such offsetting credit to reduce the amount of Rent due Landlord, if
any, shall not be deemed to give Tenant any right, title or interest in or to
such excess or residue and any such excess or residue shall belong to Landlord
solely, and in no event shall Tenant be entitled to a credit on its
indebtedness to Landlord in excess of the aggregate sum (including Base Rent
and Additional Rent) which would have been paid by Tenant for the period for
which the credit to Tenant is being determined, had no Event of Default
occurred. No such reentry or repossession, repairs, alterations and additions,
or reletting shall be construed as an eviction or ouster of Tenant or as an
election on Landlord's pat to terminate this Lease, unless a written notice of
such intention is given to Tenant, or shall operate to release Tenant in whole
or in part from any of Tenant's obligations hereunder, and Landlord, at any
time and from time to time, may sue and recover judgment for any deficiencies
remaining after the application of the proceeds of any such reletting.

D.  If this Lease is terminated by Landlord pursuant to Section 23.A.(2),
Landlord shall be entitled to recover from Tenant all Rent accrued and unpaid
for the period up to and including such termination date, as well as all other
additional sums payable by Tenant, or for which Tenant is liable or for which
Tenant has agreed to indemnify Landlord under any of the provisions of this
Lease, which may be then owing and unpaid, and all costs and expenses,
including without limitation court costs and attorneys' fees incurred by
Landlord in the enforcement of its rights and remedies hereunder, and, in
addition, Landlord shall be entitled to recover as damages for loss of the
bargain and not as a penalty (i) the unamortized portion of any concessions
offered by Landlord to Tenant in connection with this Lease, including without
limitation Landlord's contribution to the cost of tenant improvements and
alterations, if any, installed by either Landlord or Tenant pursuant to this
Lease or any work letter in connection with this Lease, (ii) the aggregate sum
which at the time of such termination represents the excess, if any, of the
present value of the aggregate rents which would have been payable after the
termination date had this Lease not been terminated, including, without
limitation, Base Rent at the annual rate or respective annual rates for the
remainder of the Term provided for in this Lease and the amount projected by
Landlord to represent Additional Rent for the remainder of the Term over the
then present value of the then aggregate fair rent value of the Premises for
the balance of the Term, such present worth to be computed in each case on the
basis of a ten percent (10%) per annum discount from the respective dates upon
which such Rents would have been payable hereunder had this Lease not been
terminated, and (iii) any damages in addition thereto, including without
limitation reasonable attorneys' fees and court costs, which Landlord sustains
as a result of the breach of any of the covenants of this Lease other than for
the payment of Rent.

E.  Landlord shall use commercially reasonable efforts to mitigate any damages
resulting from an Event of Default by Tenant under this Lease. Landlord's
obligation to mitigate damages after an Event of Default by Tenant under this
Lease shall be satisfied in full if Landlord undertakes to lease the Premises
to another tenant (a "SUBSTITUTE TENANT") in accordance with the following
criteria:

     (1)  Landlord shall have no obligations to solicit or entertain
          negotiations with any other prospective tenants for the Premises
          until Landlord obtains full and complete possession of the Premises
          including, without limitation, the final and unappealable legal right
          to relet the Premises free of any claim of Tenant;

     (2)  Landlord shall not be obligated to lease or show the Premises, on a
          priority basis, offer the Premises to a prospective tenant when other
          premises in the Building suitable for that prospective tenant's use
          are (or soon will be) available;

                                       16
<PAGE>
   (3) Landlord shall not be obligated to lease the Premises to a Substitute
       Tenant for a Rent less than the current fair market Rent then prevailing
       for similar uses in comparable buildings in the same market area as the
       Building, nor shall Landlord be obligated to enter into a new lease under
       other terms and conditions that are unacceptable to Landlord under
       Landlord's then current leasing policies for comparable space in the
       Building;

   (4) Landlord shall not be obligated to enter into a lease with a Substitute
       Tenant whose use would:

          (i)   violate any restriction, covenant, or requirement contained in
                the lease of another tenant of the Building;

          (ii)  adversely affect the reputation of the Building; or

          (iii) be incompatible with the operation of the Building as an
                industrial building;

   (5) Landlord shall not be obligated to enter into a lease with any proposed
       Substitute Tenant which does not have, in Landlord's reasonable opinion,
       sufficient financial resources to operate the Premises in a first class
       manner; and

   (6) Landlord shall not be required to expend any amount of money to alter,
       remodel, or otherwise make the Premises suitable for use by a proposed
       Substitute Tenant unless:


          (i)  Tenant pays any such sum to Landlord in advance of Landlord's
               execution of a lease with such tenant (which payment shall not be
               in lieu of any damages or other sums to which Landlord may be
               entitled as a result of Tenant's default under this Lease); or

          (ii) Landlord, in Landlord's reasonable discretion, determines that
               any such expenditure is financially justified in connection with
               entering into any such substitute lease.

F. All property of Tenant removed from the Premises by Landlord pursuant to any
provision of this Lease or applicable law may be handled, removed or stored by
Landlord at the cost and expense of Tenant, and Landlord shall not be
responsible in any event for the value, preservation or safekeeping thereof.
Tenant shall pay Landlord for all expenses incurred by Landlord with respect to
such removal and storage so long as the same is in Landlord's possession or
under Landlord's control. All such property not removed from the Premises or
retaken from storage by Tenant within thirty (30) days after the end of the
Term or the termination of Tenant's right to possession of the Premises,
however terminated, at Landlord's option, shall be conclusively deemed to have
been conveyed by Tenant to Landlord as by bill of sale without further payment
or credit by Landlord to Tenant.

G. Tenant hereby grants to Landlord a first lien upon the interest of Tenant
under this Lease to secure the payment of moneys due under this Lease, which
lien may be enforced in equity, and Landlord shall be entitled as a matter of
right to have a receiver appointed to take possession of the Premises and relet
the same under order of court.

H. If Tenant is adjudged bankrupt, or a trustee in bankruptcy is appointed for
Tenant, Landlord and Tenant, to the extent permitted by law, agree to request
that the trustee in bankruptcy determine within sixty (60) days thereafter
whether to assume or to reject this Lease.

I. The receipt by Landlord of less than the full rent due shall not be
construed to be other than a payment on account of rent then due, nor shall any
statement on Tenant's check or any letter accompanying Tenant's check be deemed
an accord and satisfaction, and Landlord may accept such payment without
prejudice to Landlord's right to recover the balance of the rent due or to
pursue any other remedies provided in this lease. The acceptance by Landlord of
rent hereunder shall not be construed to be a waiver of any breach by Tenant of
any term, covenant or condition of this Lease. No act or omission by Landlord
or its employees or agents during the term of this Lease shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept such a
surrender shall be valid unless in writing and signed by Landlord.

J. In the event of any litigation between Tenant and Landlord to enforce any
provision of this Lease or any right of either party hereto, the unsuccessful
party to such litigation shall pay to the successful party all costs and
expenses, including reasonable attorney's fees, incurred therein. Furthermore,
if Landlord, without fault, is made a party to any litigation instituted by or
against Tenant, Tenant shall indemnify Landlord against, and protect, defend,
and save it harmless from, all costs and expenses, including reasonable
attorney's fees, incurred by it in connection therewith. If Tenant, without
fault, is made party to any litigation instituted by or against Landlord,
Landlord shall indemnify Tenant against, and protect, defend, and save it
harmless from, all costs and expenses, including reasonable attorney's fees,
incurred by it in connection therewith.


                                       17




<PAGE>
24. NO WAIVER. Failure of Landlord to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of
default, shall not constitute a waiver of such default, nor shall it constitute
an estoppel against Landlord, but Landlord shall have the right to declare the
default at any time and take such action as is lawful or authorized under this
Lease. Failure by Landlord to enforce its rights with respect to any one default
shall not constitute a waiver of its rights with respect to any subsequent
default.

25. PEACEFUL ENJOYMENT. Tenant shall, and may peacefully have, hold, and enjoy
the Premises, subject to the other terms hereof, provided that Tenant pays the
Rent and other sums herein recited to be paid by Tenant and timely performs all
of Tenant's covenants and agreements herein contained. This covenant and any and
all other covenants of Landlord shall be binding upon Landlord and its
successors only with respect to breaches occurring during its or their
respective periods of ownership of the Landlord's interest hereunder.

26. SUBSTITUTION. Landlord at its sole discretion shall be entitled to cause
Tenant to relocate from the Premises to a comparably-sized space, of comparable
design and tenant improvements (the "Relocation Space") within the Building or
adjacent buildings within the same Property at any time upon sixty (60) days'
prior written notice to Tenant if such notice is given prior to the Commencement
Date and upon ninety (90) days' prior written notice to Tenant if such notice is
given on or after the Commencement Date. The reasonable costs actually incurred
in connection with the physical relocation of the Tenant to the Relocation Space
shall be at the expense of Landlord and all other costs, if any, involved with
such relocation shall be borne by Tenant. Such a relocation shall not terminate
or otherwise affect or modify this Lease except that from and after the date of
such relocation, "Premises" shall refer to the Relocation Space into which
Tenant has been moved, rather than the original Premises as herein defined and
the Base Rent shall be adjusted so that immediately following such relocation
the Base Rent for the Relocation Space on a per square foot of Rentable Area
basis shall be the same as the Base Rent immediately prior to such relocation
for the original Premises on a per square foot of Rentable Area basis. Tenant's
Pro Rata Share also be adjusted in accordance with the formula set forth in the
Lease. Notwithstanding the foregoing, from and after the Commencement Date,
Landlord shall not be entitled to relocate Tenant more than one (1) time during
the initial Lease Term. Therefore, if prior to the Commencement Date Landlord
notifies Tenant of its election to relocate Tenant, Landlord shall still be
entitled to relocate Tenant one additional time during the initial Lease Term.

27. HOLDING OVER. In the event of holding over by Tenant after expiration or
other termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Section 23.A(3) hereof, occupancy of the Premises subsequent to such termination
or expiration shall be that of a tenancy at sufferance and in no event for
month-to-month or year-to-year. Tenant shall, throughout the entire holdover
period, be subject to all the terms and provisions of this Lease and shall pay
for its use and occupancy an amount (on a per month basis without reduction for
any partial months during any such holdover) equal to ONE AND ONE HALF THE SUM
OR (150%) of (a) the greater of then current market rate, or (b) the Base Rent
and Additional Rent which would have been applicable had the Lease Term
continued through the period of such holding over by Tenant. No holding over by
Tenant or payments of money by Tenant to Landlord after the expiration of the
Lease Term shall be construed to extend the Lease Term or prevent Landlord from
recovery of immediate possession of the Premises by summary proceedings or
otherwise unless Landlord has sent written notice to Tenant that Landlord has
elected to extend the Lease Term. In addition to the obligation to pay the
amounts set forth above during any such holdover period, Tenant shall also be
liable to Landlord for all damages, including, without limitation, any
consequential damages, which Landlord may suffer by reason of any holding over
by Tenant and Tenant shall also indemnify Landlord against any and all claims
made by any other tenant or prospective tenant against Landlord for delay by
Landlord in delivering possession of the Premises to such other tenant or
prospective tenant IN THE EVENT THE HOLDOVER CONTINUES FOR MORE THAN THIRTY (30)
DAYS.

28. SUBORDINATION TO MORTGAGE/ESTOPPEL CERTIFICATE. Tenant accepts this Lease
subject and subordinate to any mortgage, deed of trust or other lien presently
existing or hereafter arising upon the Premises, or upon the Building and/or the
Property and to any renewals, modifications, refinancings and extensions
thereof, but Tenant agrees that any such mortgagee shall have the right at any
time to subordinate such mortgage, deed of trust or other lien to this Lease on
such terms and subject to such conditions as such mortgagee may deem appropriate
in its discretion. The provisions of the foregoing sentence shall be
self-operative and no further instrument of subordination shall be required.
However, Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any mortgage, deed of trust or other lien now existing
or hereafter placed upon the Premises, or the Building and/or the property and
Tenant agrees within ten (10) days after demand to execute such further
instruments subordinating this Lease or attorning to the holder of any such
liens as Landlord may request. The terms of this Lease are subject to approval
by the Landlord's existing lender(s) and any lender(s) who, at the time of the
execution of this Lease, have committed or are considering committing to
Landlord to make a loan secured by all or any portion of the Property, and such
approval is a condition precedent to Landlord's obligations hereunder. In the
event that Tenant should fail to execute any subordination or other agreement
required by this Section promptly as requested, Tenant hereby irrevocably
constitutes Landlord as its attorney-in-fact to execute such instrument in
Tenant's name, place and stead, it being agreed that such power is one coupled
with an interest in Landlord and is accordingly irrevocable. Tenant agrees that
it will from time-to-time upon request by Landlord execute and deliver to such
persons as

                                       18

<PAGE>
Landlord shall request a statement in recordable form certifying that this Lease
is unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as so modified), stating the dates to
which rent and other charges payable under this Lease have been paid, stating
that Landlord is not in default hereunder (or if Tenant alleges a default
stating the nature of such alleged default) and further stating such other
matters as Landlord shall reasonably require. Tenant agrees periodically to
furnish within ten (10) days after so requested by Landlord, ground lessor or
the holder of any deed or trust, mortgage or security agreement covering the
Building, the Property, or any interest of Landlord therein, a certificate
signed by Tenant certifying (a) that this Lease is in full force and effect and
unmodified (or if there have been modifications, that the same is in full force
and effect as modified and stating the modifications), (b) as to the
Commencement Date and the date through which Base Rent and Tenant's Additional
Rent have been paid, (c) that Tenant has accepted possession of the Premises and
that any improvements required by the terms of this Lease to be made by Landlord
have been completed to the satisfaction of Tenant, (d) that except as stated in
the certificate no rent has been paid more than thirty (30) days in advance of
its due date, (e) that the address for notices to be sent to Tenant is as set
forth in this Lease (or has been changed by notice duly given and is as set
forth in the certificate), (f) that except as stated in the certificate, Tenant,
as of the date of such certificate, has no charge, lien, or claim of offset
against rent due or to become due, (g) that except as stated in the certificate,
Landlord is not then in default under this Lease, (h) as to the amount of the
Approximate Rentable Area of the Premises then occupied by Tenant, (i) that
there are no renewal or extension options, purchase options, rights of first
refusal or the like in favor of Tenant except as set forth in this Lease, (j)
the amount and nature of accounts payable to Landlord under terms of this Lease,
and (k) as to such other matters as may be requested by Landlord or ground
lessor or the holder of any such deed of trust, mortgage or security agreement.
Any such certificate may be relied upon by any ground lessor, prospective
purchaser, secured party, mortgagee or any beneficiary under any mortgage, deed
of trust on the Building or the Property or any part thereof or interest of
Landlord therein. NOTWITHSTANDING THE FOREGOING, UPON WRITTEN REQUEST BY TENANT,
LANDLORD WILL USE REASONABLE EFFORTS TO OBTAIN A NON-DISTURBANCE, SUBORDINATION
AND ATTORNMENT AGREEMENT FROM LANDLORD'S THEN CURRENT MORTGAGEE ON SUCH
MORTGAGEE'S THEN CURRENT STANDARD FORM OF AGREEMENT WITHIN THIRTY (30) DAYS OF
TENANT'S WRITTEN REQUEST. "REASONABLE EFFORTS" OF LANDLORD SHALL NOT REQUIRE
LANDLORD TO INCUR ANY COST, EXPENSE OR LIABILITY TO OBTAIN SUCH AGREEMENT, IT
BEING AGREED THAT TENANT SHALL BE RESPONSIBLE FOR ANY FEE OR REVIEW COSTS
CHARGED BY THE MORTGAGEE. UPON REQUEST OF LANDLORD, TENANT WILL EXECUTE THE
MORTGAGEE'S FORM OF NON-DISTURBANCE, SUBORDINATION AND ATTORNMENT AGREEMENT AND
RETURN THE SAME TO LANDLORD FOR EXECUTION BY THE MORTGAGEE. LANDLORD'S FAILURE
TO OBTAIN A NON-DISTURBANCE, SUBORDINATION AND ATTORNMENT AGREEMENT FOR TENANT
SHALL HAVE NO EFFECT ON THE RIGHTS, OBLIGATIONS AND LIABILITIES OF LANDLORD AND
TENANT OR BE CONSIDERED TO BE A DEFAULT BY LANDLORD HEREUNDER.

29. NOTICE. Any notice required or permitted to be given under this Lease or by
law shall be deemed to have been given if it is written and delivered in person
or mailed by Registered or Certified mail, postage prepaid, RETURN RECEIPT
REQUESTED or sent by a nationally recognized overnight delivery service to the
party who is to receive such notice at the address specified in Section 1.Y. of
this Lease. When so mailed, the notice shall be deemed to have been given two
(2) business days after the date it was mailed. When sent by overnight delivery
service, the notice shall be deemed to have been given on the next business day
after deposit with such overnight delivery service. The address specified in
Section 1.Y. of this Lease may be changed from time to time by giving written
notice thereof to the other party.

30. LANDLORD'S LIEN. Intentionally Omitted.

31. SURRENDER OF PREMISES. Upon the termination, whether by lapse of time or
otherwise, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant will at once surrender possession and vacate
the Premises, together with all Leasehold Improvements (except those Leasehold
Improvements Tenant is required to remove pursuant to Section 8 hereof), to
Landlord in good condition and repair, ordinary wear and tear excepted;
conditions existing because of Tenant's failure to perform maintenance, repairs
or replacements as required of Tenant under this Lease shall not be deemed
"reasonable wear and tear." Tenant shall surrender to Landlord all keys to the
Premises and make known to Landlord the explanation of all combination locks
which Tenant is permitted to leave on the Premises. Subject to the Landlord's
rights under Section 23 hereof, if Tenant fails to remove any of Tenant's
Property within one (1) day after the termination of this Lease, or Tenant's
right to possession hereunder, Landlord, at Tenant's sole cost and expenses,
shall be entitled to remove and/or store such Tenant's Property and Landlord
shall be in no event be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay Landlord, upon demand, any and all reasonable expenses
caused by such removal and all storage charges against such property so long as
the same shall be in possession of Landlord or under the control of Landlord. In
addition, if Tenant fails to remove any Tenant's Property from the Premises or
storage, as the case may be, within ten (10) days after written notice from
Landlord, Landlord, at its option, may deem all or any part of such Tenant's
Property to have been abandoned by Tenant and title thereof shall immediately
pass to Landlord under this Lease as by a bill of sale.

32. RIGHTS RESERVED TO LANDLORD. Landlord reserves the following rights,
exercisable without notice, except as provided herein, and without liability to
Tenant for damage or injury to property, person or business and without
affecting an eviction or disturbance of Tenant's use or possession or giving
rise to any claim for setoff or abatement of rent or affecting any of Tenant's
obligations under this Lease: (1) upon thirty (30) days prior notice to change
the name or street address of the Building; (2) to install and maintain signs
on the exterior and interior of the Building; (3) to designate and approve
window coverings to present


                                       19
<PAGE>
a uniform exterior appearance; (4) to make any decorations, alterations,
additions, improvements to the Building or Property, or any part thereof
(including, with prior notice, the Premises) which Landlord shall desire, or
deem necessary for the safety, protection, preservation or improvement of the
Building or Property, or as Landlord may be required to do by law; (5) to have
access to the Premises at reasonable hours to perform its duties and obligations
and to exercise its rights under this Lease; (6) to retain at all times and to
use in appropriate instances, pass keys to all locks within and to the Premises;
(7) to approve the weight, size, or location of heavy equipment, or articles
within the Premises; (8) to close or restrict access to the Building at all
times other than Normal Business Hours subject to Tenant's right to admittance
at all times under such regulations as Landlord may prescribe from time to time,
or to close (temporarily or permanently) any of the entrances to the Building;
provided Landlord shall the right to restrict or prohibit access to the Building
or the Premises at any time Landlord determines it is necessary to do so to
minimize the risk of injuries or death to persons or damage to property; (9) to
change the arrangement and/or location of entrances of passageways, doors and
doorways, corridors, elevators, stairs, toilets and public part of the Building
or Property; (10) to regulate access to telephone, electrical and other utility
closets in the Building and to require use of designated contractors for any
work involving access to the same; (11) if Tenant has vacated the Premises
during the last six (6) months of the Lease Term, to perform additions,
alterations and improvements to the Premises in connection with a reletting or
anticipated reletting thereof without being responsible or liable for the value
or preservation of any then existing improvements to the Premises; and (12) to
grant to anyone the exclusive right to conduct any business or undertaking in
the Building provided Landlord's exercise of its rights under this clause 12,
shall not be deemed to prohibit Tenant from the operation of its business in the
Premises and shall not constitute a constructive eviction. TENANT AGREES THAT,
AS BETWEEN TENANT AND LANDLORD, LANDLORD HAS THE SOLE AND ABSOLUTE RIGHT TO
CONTEST TAXES LEVIED AGAINST THE PREMISES AND THE PROJECT (OTHER THAN TAXES
LEVIED DIRECTLY AGAINST TENANT'S PERSONAL PROPERTY WITHIN THE PREMISES).
THEREFORE, TENANT, TO THE FULLEST EXTENT PERMITTED BY LAW, IRREVOCABLY WAIVES
ANY AND ALL RIGHTS THAT TENANT MAY HAVE TO RECEIVE FROM LANDLORD A COPY OF
NOTICES RECEIVED BY LANDLORD REGARDING THE APPRAISAL OR REAPPRAISAL, FOR TAX
PURPOSES, OF ALL OR ANY PORTION OF THE PREMISES OR THE PROJECT (INCLUDING,
WITHOUT LIMITATION, ANY RIGHTS SET FORTH IN SECTION 41.413 OF THE TEXAS PROPERTY
TAX CODE, AS SUCH MAY BE AMENDED FROM TIME TO TIME). ADDITIONALLY, TENANT, TO
THE FULLEST EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY ASSIGNS TO LANDLORD ANY
AND ALL RIGHTS OF TENANT TO PROTEST OR APPEAL ANY GOVERNMENTAL APPRAISAL OR
REAPPRAISALS OF THE VALUE OF ALL OR ANY PORTION OF THE PREMISES OR THE PROJECT
(INCLUDING, WITHOUT LIMITATION, ANY RIGHTS SET FORTH IN SECTION 41.413 AND
SECTION 42.015 OF THE TEXAS PROPERTY TAX CODE, AS SUCH MAY BE AMENDED FROM TIME
TO TIME). TENANT AGREES WITHOUT RESERVATION THAT IT WILL NOT PROTEST OR APPEAL
ANY SUCH APPRAISAL OR REAPPRAISAL BEFORE A GOVERNMENTAL TAXING AUTHORITY WITHOUT
THE EXPRESS WRITTEN AUTHORIZATION OF LANDLORD.

33. MISCELLANEOUS

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

     B. Tenant agrees not to record this Lease or any short form or memorandum
     hereof.

     C. 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.

     D. Events of "FORCE MAJEURE" shall include strikes, riots, acts of God,
     shortages of labor or materials, war, governmental laws, regulations or
     restrictions, or any other cause whatsoever beyond the control of Landlord
     or Tenant, as the case may be. Whenever a period of time is herein
     prescribed for the taking of any action by Landlord or Tenant (other than
     the payment of Rent and all other such sums of money as shall become due
     hereunder), such party shall not be liable or responsible for, there shall
     be excluded from the computation of such period of time, any delays due to
     events of Force Majeure.

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

     F. Landlord shall have the right to transfer and assign, in whole or in
     part, all of its rights and obligations hereunder and in the Building and
     Property referred to herein, and in such event and upon such transfer
     Landlord shall be released from any further obligations hereunder, and
     Tenant agrees to look solely to such successor in interest of Landlord for
     the performance of such obligations.

     G. Tenant hereby represents to Landlord that it has dealt directly with and
     only with the Broker as a broker in connection with this Lease. Landlord
     and Tenant hereby indemnify and hold each other harmless against any loss,
     claim, expense or liability with respect to any commissions or brokerage
     fees claimed on account of the execution and/or renewal of this Lease due
     to any action of the indemnifying party.

                                       20
<PAGE>
H. If there is more than one Tenant, or it the Tenant as such is comprised of
more than one person or entity, the obligations hereunder imposed upon Tenant
shall be joint and several obligations of all such parties. All notices,
payments, and agreements given or made by, with or to any one of such persons or
entities shall be deemed to have been given or made by, with or to all of them.

I. The individual signing this Lease on behalf of Tenant represents (1) that
such individual is duly authorized to execute or attest and deliver this Lease
on behalf of Tenant in accordance with the organizational documents of Tenant;
(2) that this Lease is binding upon Tenant; (3) that Tenant is duly organized
and legally existing in the state of its organization, and is qualified to do
business in the state in which the Premises is located.

J. Tenant acknowledges that the financial capability of Tenant to perform its
obligations hereunder is material to Landlord and that Landlord would not enter
into this Lease but for its belief, based on its review of Tenant's financial
statements, that Tenant is capable of performing such financial obligations.
Tenant hereby represents, warrants and certifies to Landlord that its financial
statements previously furnished to Landlord were at the time given true and
correct in all material respects and that there have been no material subsequent
changes thereto as of the date of this Lease.

K. Notwithstanding anything to the contrary contained in this Lease, the
expiration of the Lease Term, whether by lapse of time or otherwise, shall not
relieve Tenant from Tenant's obligations accruing prior to the expiration of the
Lease Term, and such obligations shall survive any such expiration or other
termination of the Lease Term.

L. Landlord has delivered a copy of this Lease to Tenant for Tenant's review
only, and the delivery hereof does not constitute an offer to Tenant or an
option. This Lease shall not be effective until an original of this Lease
executed by both Landlord and Tenant and an original Guaranty, if applicable,
executed by each Guarantor is delivered to and accepted by Landlord, and this
Lease has been approved by Landlord's mortgages, if required.

M. Landlord and Tenant understand, agree and acknowledge that (i) this Lease has
been freely negotiated by both parties; and (ii) in any controversy, dispute or
contest over the meaning, interpretation, validity, or enforceability of this
Lease or any of its terms or conditions, there shall be not inference,
presumption, or conclusion drawn whatsoever against either party by virtue of
that party having drafted this Lease or any portion thereof.

N. The headings and titles to the paragraphs of this Lease are for convenience
only and shall have no affect upon the construction or interpretation of any
part hereof.

O. Receipt by Landlord of Tenant's keys to the Premises shall not constitute an
acceptance of surrender of the Premises.

P. Except in the case of an emergency, all repairs performed by Landlord shall
be at a time and in a manner so as not to unreasonably interfere with Tenant's
normal business operations PROVIDED, HOWEVER, LANDLORD SHALL NOT BE REQUIRED TO
PAY OVERTIME IN CONNECTION WITH SUCH WORK AND IF TENANT WANTS SUCH WORK TO BE
PERFORMED OUTSIDE NORMAL BUSINESS HOURS, TENANT SHALL BE RESPONSIBLE FOR SUCH
EXCESS COSTS. Notwithstanding any provision set forth in the Lease to the
contrary, if Tenant provides written notice (or oral notice in the event of an
emergency such as damage or destruction to or of the Building Structure and/or
the Building Systems WHERE THERE IS A RISK OF IMMINENT INJURY TO PERSON OR
PROPERTY) to Landlord of an event or circumstance which requires the action of
Landlord with respect to repair and/or maintenance, and Landlord fails to
COMMENCE such action within a reasonable period of time, given the
circumstances, after the receipt of such notice, AND DILIGENTLY PROCEED TO
COMPLETE SAME, then Tenant may proceed to take the required action to ELIMINATE
THE RISK OF INJURY upon delivery of an additional ten (10) business days' notice
to Landlord specifying that Tenant is taking such required action (provided,
however, that such additional notice shall not be required in the event of an
emergency), and if such action was required under the terms of the Lease to be
taken by Landlord and was not taken by Landlord within such ten (10) day period,
OR SUCH ADDITIONAL TIME AS ANY BE REASONABLE UNDER THE CIRCUMSTANCES, then
Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's
reasonable costs and expenses in taking such action plus interest thereon at the
Interest Rate. In the event Tenant takes such action, and such work will affect
the Building Structure and/or the Building Systems, Tenant shall use only those
contractors used by Landlord in the Building for work on such Building Structure
or Building Systems unless such contractors are unwilling or unable to perform,
or timely perform such work, in which event Tenant may utilize the services of
any other qualified contractor which normally and regularly performs similar
work in comparable buildings. Furthermore, if Landlord does not deliver a
detailed written objection to Tenant within thirty (30), day after receipt of an
invoice by Tenant of its costs of taking action which Tenant claims should have
been taken by Landlord, and if such invoice from Tenant sets forth a reasonably
particularized breakdown of its costs and expenses in connection with taking
such action on behalf of Landlord, then Tenant shall be entitled to deduct from
BASE Rent payable by Tenant under the Lease, the amount set forth in such
invoice NOT TO EXCEED THE SUM OF $10,000.


                                       21
<PAGE>
34. ENTIRE AGREEMENT. This Lease, including the following Exhibits:

Exhibit A -- Outline and Location of Premises
Exhibit B -- Rules and Regulations
Exhibit C -- Payment of Basic Costs
Exhibit D -- Work Letter
Exhibit E -- Additional Provisions (if required)
Exhibit F -- Commencement Letter (Sample)
Exhibit G -- Guaranty of Lease

constitutes the entire agreement between the parties hereto with respect to the
subject matter of this Lease and supersedes all prior agreements and
understandings between the parties related to the Premises, including all lease
proposals, letters of intent and similar documents. Tenant expressly
acknowledges and agrees that Landlord has not made and is not making, and
Tenant, in executing and delivering this Lease, is not relying upon, any
warranties, representations, promises or statements, except to the extent that
the same are expressly set forth in this Lease. All understandings and
agreements heretofore had between the parties are merged in this Lease which
alone fully and completely expresses the agreement of the parties, neither
party relying upon any statement or representation not embodied in this Lease.
This Lease may be modified only be a written agreement signed by Landlord and
Tenant. Landlord and Tenant expressly agree that there are and shall be no
implied warranties of merchantability, habitability, suitability, fitness for a
particular purpose or of any other kind arising out of this Lease, all of which
are hereby waived by Tenant, and that there are no warranties which extend
beyond those expressly set forth in this Lease.

35. LIMITATION OF LIABILITY EXCEPT TO THE EXTENT SPECIFICALLY ADDRESSED HEREIN,
TENANT SHALL NOT HAVE THE RIGHT TO AN ABATEMENT OF RENT OR TO TERMINATE THIS
LEASE AS A RESULT OF LANDLORD'S DEFAULT AS TO ANY COVENANT OR AGREEMENT
CONTAINED IN THIS LEASE OR AS A RESULT OF THE BREACH OF ANY PROMISE OR
INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN THIS LEASE OR ELSEWHERE AND TENANT
HEREBY WAIVES SUCH REMEDIES OF ABATEMENT OF RENT AND TERMINATION. TENANT HEREBY
AGREES THAT TENANT'S REMEDIES FOR DEFAULT HEREUNDER OR IN ANY WAY ARISING IN
CONNECTION WITH THIS LEASE INCLUDING ANY BREACH OF ANY PROMISE OR INDUCEMENT OR
WARRANTY, EXPRESSED OR IMPLIED, SHALL BE LIMITED TO SUIT FOR DIRECT AND
PROXIMATE DAMAGES PROVIDED THAT TENANT HAS GIVEN THE NOTICES AS HEREINAFTER
REQUIRED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD TO TENANT FOR ANY DEFAULT BY LANDLORD UNDER THIS LEASE
SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING AND THE PROPERTY
AND TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING AND THE
PROPERTY FOR THE RECOVERY OF ANY JUDGMENT AGAINST THE LANDLORD, IT BEING
INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR
DIRECT AND PROXIMATE DAMAGES, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES WHOM
TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE PROPERTY,
BUILDING OR PREMISES ("LANDLORD MORTGAGEES") NOTICE AND REASONABLE TIME TO CURE
ANY ALLEGED DEFAULT BY LANDLORD.

                            Execution Page to Follow


                                       22

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

WITNESS/ATTEST                         LANDLORD:

                                       Coppell Commerce Center, Ltd.,
                                       a Texas limited partnership

                                       By:  Transwestern Beltline, L.P.
                                            a Delaware limited partnership, a
                                            general partner

                                       By:  Transwestern Beltline GP I, L.L.C.,
                                            a Delaware limited liability
                                            company, its general partner


By: /s/ Jeanine M. Valdez                    By: /s/ Randal S. Bessolo
   --------------------------------             ------------------------------
Name: Jeanine M. Valdez                      Name: Randal S. Bessolo
     ------------------------------             ------------------------------
Title: Administrative Associate              Title: Managing Director
      -----------------------------                ---------------------------



WITNESS/ATTEST                         TENANT:

                                       HNC Insurance Solutions, Inc., a
                                       California corporation



By: /s/ Kristine Westbury                    By: /s/ John Falliars
   --------------------------------             ------------------------------
Name: Kristine Westbury                      Name: John Falliars
     ------------------------------             ------------------------------
Title: Manager, Legal Affairs                Title: CFO
      -----------------------------                ---------------------------

<PAGE>
                                   EXHIBIT A

                        OUTLINE AND LOCATION OF PREMISES


This Exhibit is attached to and made a part of the Lease dated December 13, 2000
by and between Coppell Commerce Center, Ltd. ("Landlord") and HNC Insurance
Solutions, Inc., a California corporation ("Tenant") for space in the Building
located at Coppell Commerce Center.



                                  [SITE PLAN]



                                      A-1

<PAGE>
                                  EXHIBIT A-1

                           LEGAL DESCRIPTION OF LAND


BEING a tract of land situated in the Cordelia Bowen Survey, Abstract No. 56,
City of Coppell, Dallas County, Texas, and being part of a tract of land
described in Deed to Transwestern Beltline, L.P. as recorded in Vol. 98248, Pg.
721, and also being described in Deed to Brazos Beltline Development, Inc. as
recorded in Vol. 95248, Pg. 0546, and also being part of "Tract 1" as described
by Deed to MCDLF Holding Company, recorded in Volume 90150, Page 1511 of the
Deed Records, Dallas County, Texas and being more particularly described as
follows:

COMMENCING at a 1/2 inch found iron rod for the intersection of the West line of
Beltline Road (a variable width right-of-way) and the North line of Lakeshore
Drive (a 90 foot right-of-way at this point), a dedicated street in the
Northlake 635 Business Park, an addition to the City of Coppell, Texas according
to the plat recorded in Volume 85056, Page 3358, Deed Records, Dallas County,
Texas:

THENCE North 10 degrees 48 minutes 36 seconds West, a distance of 56.09 feet,
along said West line of Beltline Road, to a 1/2 inch found iron rod with yellow
plastic cap stamped "Halff Assoc., Inc." (hereinafter referred to as "with cap")
for a corner;

THENCE North 00 degrees 30 minutes 00 seconds East, continuing along said west
line a distance of 495.58 feet to the POINT OF BEGINNING of the herein described
tract.

THENCE North 89 degrees 30 minutes 00 seconds West, departing said west line a
distance of 1248.15 feet, to a point on said East Line of Lakeshore Drive (a 60
foot right-of-way at this point), said point being on a circular curve to the
right having a radius of 320.00 feet, and whose chord bears North 06 degrees 01
minutes 01 seconds West, 72.64 feet;

THENCE along said curve in a Northerly direction along said East line of
Lakeshore Drive, through a central angle of 13 degrees 02 minutes 03 seconds an
arc distance of 72.80 feet, to a 1/2 inch found iron rod for the point of
tangency;

THENCE North 00 degrees 30 minutes 00 seconds East, a distance of 556.13 feet to
a 1/2 inch found iron rod with cap for a corner at the intersection of said East
line of Lakeshore Drive and a line 5 feet North of and parallel to the North
line of a 50 foot Open Channel Drainage Easement, a dedicated easement in said
Northlake 635 Business Park;

THENCE South 89 degrees 30 minutes 00 seconds East, departing said East line and
along said parallel line, a distance of 629.41 feet to a 1/2 inch found iron rod
with plastic cap for the point of curvature of circular curve to the left,
having a central angle of 27 degrees 17 minutes 51 seconds and a radius of
470.00 feet;

THENCE with said curve in an easterly direction, continuing along said parallel
line, an arc distance of 223.92 feet to a 1/2 inch found iron rod with cap for
the point of reverse curvature of a circular curve to the right, having a
central angle of 27 degrees 17 minutes 51 seconds and a radius of 530.00 feet;

THENCE with said curve in an Easterly direction, continuing along with said
parallel line an arc distance of 252.51 feet to a 1/2 inch found iron rod with
cap for the point of tangency;

THENCE South 89 degrees 30 minutes 00 seconds East, continuing along said
parallel line a distance 168.37 feet to a 1/2 inch found iron rod with cap for a
corner at the intersection of said parallel line and the said West line of
Beltline Road, said point bears North 00 degrees 30 minutes 00 seconds East, a
distance of 30.00 feet from a 1/2 inch found iron rod with cap at the
intersection of the center line of said 50 foot Easement and the said West line
of Beltline Road;

THENCE South 00 degrees 30 minutes 00 seconds West, a distance of 739.68 feet,
with the said West line of Beltline Road to the POINT OF BEGINNING AND
CONTAINING 834,014 square feet or 19.146 acres of land, more or less.



                                     A-1-1

<PAGE>
                                   EXHIBIT B

                             RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

 1. Sidewalks, entrances, passageways, courts, corridors, vestibules, halls,
    elevators and stairways in and about the Building shall not be obstructed
    nor shall objects be placed against glass partitions, doors or windows which
    would be unsightly from the Building's corridors from the exterior of the
    Building.

 2. Plumbing, fixtures and appliances shall be used for only the purpose for
    which they were designed and no foreign substance of any kind whatsoever
    shall be thrown or placed therein. Damage resulting to any such fixtures or
    appliances from misuse by Tenant or its agents, employees or invitees, shall
    be paid for by Tenant and Landlord shall not in any case be responsible
    therefor.

 3. Any sign, lettering, picture, notice, advertisement installed within the
    Premises which is visible from the public corridors within the Building
    shall be installed in such manner, and be of such character and style, as
    Landlord shall approve, in writing in its reasonable discretion. No sign,
    lettering, picture, notice or advertisement shall be placed on any outside
    window or door or in a position to be visible from outside the Building. No
    nails, hooks or screws (except for customary artwork or wall hangings) shall
    be driven or inserted into any part of the Premises or Building except by
    Building maintenance personnel, nor shall any part of the Building be
    defaced or damaged by Tenant.

 4. Tenant shall not place any additional lock or locks on any door in the
    Premises or Building without Landlord's prior written consent. A reasonable
    number of keys to the locks on the doors in the Premises shall be furnished
    by Landlord to Tenant at the cost of Tenant, and Tenant shall not have any
    duplicate keys made. All keys and passes be returned to Landlord at the
    expiration or earlier termination of this Lease.

 5. Tenant shall refer all contractors, contractors representatives and
    installation technicians for Landlord for Landlord's supervision, approval
    and control before the performance of any contractual services. This
    provision shall apply to all work performed in the Building including, but
    not limited to installation of telephones, telegraph equipment, electrical
    devices and attachments, doors, entranceways, and any and all installations
    of every nature affecting floors, walls, woodwork, window trim, ceilings,
    equipment and any other physical portion of the Building. Tenant shall not
    waste electricity, water or air conditioning. All controls shall be adjusted
    only by Building personnel.

 6. All corridor doors, when not in use, shall remain closed. Tenant shall cause
    all doors to the Premises to be closed and securely locked before leaving
    the Building at the end of the day.

 7. Tenant shall keep all electrical and mechanical apparatus owned by Tenant
    free of vibration, noise and airwaves which may be transmitted beyond the
    Premises.

 8. Canvassing, soliciting and peddling in or about the Building or Property is
    prohibited. Tenant shall cooperate and use its best effort to prevent the
    same.

 9. Tenant shall not use the Premises in any manner which would overload the
    standard heating, ventilating or air conditioning systems of the Building.

10. Tenant shall not utilize any equipment or apparatus in such manner as to
    create any magnetic fields or waves which adversely affect or interfere with
    the operation of any systems or equipment in the Building or Property.

11. Bicycles and other vehicles are not permitted inside or on the walkways
    outside the Building, except in those areas specifically designated by
    Landlord for such purposes.

12. Tenant shall not operate or permit to be operated on the Premises any coin
    or token operated vending machine or similar device (including, without
    limitation, telephones, lockers, toilets, scales, amusements devices and
    machines for sale of beverages, foods, candy, cigarettes or other goods),
    except for those vending machines or similar devices which are for the sole
    and exclusive use of Tenant's employees, and then only if such operation
    does not violate the lease of any other tenant in the Building.

13. Tenant shall utilize the termite and pest extermination service designated
    by Landlord to control termites and pests in the Premises. Except as
    included in Basic Costs, Tenant shall bear the cost and expense of such
    extermination services.

14. To the extent permitted by law, Tenant shall not permit picketing or other
    union activity involving its employees or agents in the Building or on the
    Property, except in those locations and subject to time


                                      B-1














<PAGE>
     and other constraints as to which Landlord may give its prior written
     consent, which consent may be withheld in Landlord's sole discretion.

15.  Tenant shall comply with all applicable laws, ordinances, governmental
     orders or regulations and applicable orders or directions from amy public
     office or body having jurisdiction, with respect to the Premises, the
     Building, the Property and their respective use or occupancy thereof.
     Tenant shall not make or permit any use of the Premises, the Building or
     the Property, respectively, which is directly or indirectly forbidden by
     law, ordinance, governmental regulation or order, or direction of
     applicable public authority, or which may be dangerous to person or
     property.

16.  Tenant shall not use or occupy the Premises in any manner or for any
     purpose which would injure the reputation or impair the present or future
     value of the Premises, the Building or the Property; without limiting the
     foregoing, Tenant shall not use or permit the Premises or any portion
     thereof to be used for lodging, sleeping or for any illegal purpose.

17.  Tenant shall carry out Tenant's permitted repair, maintenance, alterations,
     and improvements in the Premises only during times agreed to in advance by
     Landlord and in a manner which will not interfere with the rights of other
     tenants in the Building.

18.  Landlord may from time to time adopt appropriate systems and procedures for
     the security or safety of the Building, its occupants, entry and use, or
     its contents. Tenant, Tenant's agents, employees, contractors, guests and
     invitees shall comply with Landlord's reasonable requirements thereto.

19.  Landlord shall have the right to prohibit the use of the name of the
     Building or any other publicity by Tenant that in Landlord's opinion may
     tend to impair the reputation of the Building or its desirability for
     Landlord or its other tenants. Upon written notice from Landlord, Tenant
     will refrain from and/or discontinue such publicity immediately.

20.  Neither Tenant nor any of its employees, agents, contractors, invitees or
     customers shall smoke in any area designated by Landlord (whether through
     the posting of a "no smoking" sign or otherwise) as a "no smoking" area. In
     no event shall Tenant or any of its employees, agents, contractors,
     invitees or customers smoke in the hallways or bathrooms of the Building.
     Landlord reserves the right to designate, from time to time, additional
     areas of the Building and the Property as "no smoking" areas and to
     designate the entire Building and the Property as a "no smoking" area.






                                      B-2

<PAGE>
                                   EXHIBIT C

                             PAYMENT OF BASIC COSTS

                              (USE FOR NET DEALS)

This Exhibit is attached to and made a part of the Lease dated December 13, 2000
by and between Coppell Commerce Center, Ltd. ("LANDLORD") and HNC Insurance
Solutions, Inc., ("TENANT") for space in the Building located at Coppell
Commerce Center.

A. During each calendar year, or portion thereof, falling within the Lease Term,
Tenant shall pay to Landlord as Additional Rent hereunder Tenant's Pro Rata
Share of Basic Costs (as defined below) for the applicable calendar year. Prior
to January 1 of each calendar year during the Lease Term, or as soon thereafter
as practical, Landlord shall make a good faith estimate of Basic Costs for the
applicable full or partial calendar year and Tenant's Pro Rata Share thereof. On
or before the first day of each month during such calendar year, Tenant shall
pay Landlord, as Additional Rent, a monthly installment equal to one-twelfth of
Tenant's Pro Rata Share of Landlord's estimate of Basic Costs. Landlord shall
have the right from time to time during any such calendar year to revise the
estimate of Basic Costs for such year and provide Tenant with a revised
statement therefor (provided, however, Landlord agrees that Landlord shall not
issue a revised statement more than twice in any calendar year), and thereafter
the amount Tenant shall pay each month shall be based upon such revised
estimate. If Landlord does not provide Tenant with an estimate of the Basic
Costs by January 1 of any calendar year, Tenant shall continue to pay a monthly
installment based on the previous year's estimate until such time as Landlord
provides Tenant with an estimate of Basic Costs for the current year. Upon
receipt of such current year's estimate, an adjustment shall be made for any
month during the current year with respect to which Tenant paid monthly
installments of Additional Base Rent based on the previous years estimate.
Tenant shall pay Landlord for any underpayment upon demand. Any overpayment in
excess of the equivalent of one (1) month's Base Rent shall, at Landlord's
option, be refunded to Tenant or credited against the installment(s) of
Additional Rent next coming due under the Lease. Any overpayment in an amount
equal to or less than the equivalent of one (1) month's Base Rent shall, at
Landlord's option, be refunded to Tenant or credited against the installment of
Additional Rent due for the month immediately following the furnishing of such
estimate. Any amount paid by Tenant based on any estimate shall be subject to
adjustment pursuant to Paragraph B below, when actual Basic Costs are determined
for such calendar year.

B. As soon as is practical following the end calendar year during the Lease
Term, Landlord shall furnish to Tenant a statement of Landlord's actual Basic
Costs for the previous calendar year. If for any calendar year the Additional
Rent collected for the prior year, as a result of Landlord's estimate of Basic
Costs, is in excess of Tenant's actual Pro Rata Share of Basic Costs for such
prior year, then Landlord shall refund to Tenant any overpayment (or at
Landlord's option apply such amount against Additional Base Rent due or to
become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any
underpayment with respect to the prior year whether or not the Lease has
terminated prior to receipt by Tenant of a statement for such underpayment, it
being understood that this clause shall survive the expiration of the Lease.

C. Basic Costs shall mean all direct and indirect costs, expenses paid and
disbursements of every kind (subject to the limitations set forth below) which
Landlord incurs, pays or becomes obligated to pay in each calendar year in
connection with operating, maintaining, repairing, owning and managing the
Building and the Project including but not limited to, the following:

(1) All labor costs for all persons performing services required or utilized in
    connection with the operation, repair, replacement and maintenance of and
    control of access to the Building and the Project, including but not limited
    to amounts incurred for wages, salaries and other compensation for services,
    professional training, payroll, social security, unemployment and other
    similar taxes, workers' compensation insurance, uniforms, training,
    disability benefits, pensions, hospitalization, retirement plans, group
    insurance or any other similar or like expenses or benefits. IN THE EVENT
    ANY COSTS ARE INCURRED WHICH ARE ATTRIBUTABLE, IN PART, TO THE BUILDING AND
    THE PARCEL OF LAND ON WHICH IT IS LOCATED, AND, IN PART, TO OTHER REAL
    PROPERTY OWNED OR MANAGED BY LANDLORD OR AN AFFILIATE OF LANDLORD, THEN
    BASIC COSTS SHALL ONLY INCLUDE THE PORTION THEREOF RELATING TO THE
    OPERATION, MANAGEMENT AND/OR MAINTENANCE OF THE BUILDING AND THE PARCEL OF
    LAND ON WHICH IT IS LOCATED, AS REASONABLY DETERMINED BY LANDLORD ON A FAIR
    AND EQUITABLE BASIS.

(2) All management fees, accounting services, legal fees not attributable to
    leasing and collection activity, and all other administrative costs relating
    to the Building and the Property.

(3) All Rent and/or purchase costs of materials, supplies, tools and equipment
    used in the operation, repair, replacement and maintenance and the control
    of access to the Building and the Property.

(4) All amounts charged to Landlord by contractors and/or suppliers for
    services, replacement parts, components, materials, equipment and supplies
    furnished in connection with the operation, repair, maintenance, replacement
    and control of access to any part of the Building, or the Property
    generally, including skylights, plumbing, electrical, and equipment of the
    Building EXCEPT TO THE EXTENT THAT LANDLORD IS REIMBURSED BY INSURANCE
    PROCEEDS. Major repair items SHALL

                                      C-1
<PAGE>
     be amortized PER GAAP over THE USEFUL LIFE.

 (5) All premiums and deductibles paid by Landlord for fire, flood and extended
     insurance coverage, earthquake and extended coverage insurance, liability
     and extended coverage insurance, Rent loss insurance and other insurance
     customarily carried from time to time by landlords of comparable industrial
     buildings or required to be carried by Landlord's mortgagee.

 (6) Charges for all utilities, including but not limited to water, electricity,
     gas and sewer, but excluding those electrical charges for which tenants are
     individually responsible.

 (7) "Taxes", which for purposes hereof, shall mean (a) all real estate taxes
     and assessments on the Property, the Building or the Premises, and taxes
     and assessments levied in substitution or supplementation in whole or in
     part of such taxes, (b) all personal property taxes for the Building's
     personal property, including license expenses, (c) all taxes imposed on
     services of Landlord's agents and employees, (d) all sales, use or other
     tax, excluding state and/or federal income tax now or hereafter imposed by
     any governmental authority upon Rent received by Landlord, (e) all other
     taxes, fees or assessments now or hereafter levied by any governmental
     authority on the Property, the Building or its contents or on the operation
     and use thereof (except as relate to specific tenants), and (f) all costs
     and fees incurred in connection with seeking reductions in or refunds in
     Taxes including, without limitation, any costs incurred by Landlord to
     challenge the tax valuation of the Building or Property, but excluding
     income taxes PROVIDED TENANT'S PRO RATA SHARE OF SAID REDUCTIONS ARE
     PASSED THROUGH TO TENANT FOR ANY PERIOD FOR WHICH TENANT WAS RESPONSIBLE
     FOR PAYMENT FOR SUCH TAXES. Estimates of real estate taxes and assessments
     for any calendar year during the Lease Term shall be determined based on
     Landlord's good faith estimate of the real estate taxes and assessments.
     Taxes and assessments hereunder are those accrued with respect to such
     calendar year, as opposed to the real estate taxes and assessments paid or
     payable for such calendar year.

 (8) All landscape expenses and costs of repairing, resurfacing and striping of
     the parking areas of the Property, if any.

 (9) Cost of all maintenance service agreements, including those for equipment,
     alarm service, window cleaning, metal refinishing, pest control and
     landscaping.

(10) Cost of all other repairs, replacements and general maintenance of the
     Property and Building neither specified above nor directly billed to
     tenants, including the cost of maintaining all Common Areas.

(11) The amortized cost of capital improvements made to the Building or the
     Property which are (a) primarily for the purpose of reducing operating
     expense costs or otherwise improving the operating efficiency of the
     Property or Building; or (b) required to comply with any laws, rules or
     regulations of any governmental authority or a requirement of Landlord's
     insurance  carrier. The cost of such capital improvements shall be
     amortized PER GAAP over THE USEFUL LIFE (at Landlord's option), and shall,
     at Landlord's option, include interest at a rate that is reasonably
     equivalent to the interest rate that Landlord would be required to pay to
     finance the cost of the capital improvement in question as of the date such
     capital improvement is performed, provided if the payback period for any
     capital improvement is less than five (5) years, Landlord may amortize the
     cost of such capital improvement over the payback period.

(12) Any other charges or expense of any nature whatsoever which, in accordance
     with general industry practice with respect to the operation of a first
     class industrial building, would be construed as an operating expense.


D.   Basic Costs shall not include repairs and general maintenance paid from
proceeds of insurance or by a tenant or other third parties, and alterations
attributable solely to individual tenants of the Property. Further, Basic Costs
shall not include the cost of capital improvements (except as above set forth),
depreciation, interest (except as provided above with respect to the
amortization of capital improvements), lease commissions, and principal
payments on mortgage and other non-operating debts of Landlord. Capital
improvements are more specifically defined as:

 (1) Costs incurred in connection with the original construction of the Property
     or with any major changes to same, including but no limited to, additions
     or deletions of corridor extensions, renovations and improvements of the
     Common Areas beyond the costs caused by normal wear and tear, and upgrades
     or replacement of major Property systems; and

 (2) Costs of correcting defects (including latent defects), including any
     allowances for same, in the construction of the Property or its related
     facilities; and

 (3) Costs incurred in renovating or otherwise improving, designing,
     redesigning, decorating or redecorating space for tenants or other
     occupants of the Property or other space leased or held for lease in the
     Property.



                                      C-2
<PAGE>
    IN WITNESS WHEREOF, Landlord and Tenant have executed this exhibit as of the
day and year first above written.

WITNESS/ATTEST                         LANDLORD:

                                       Coppell Commerce Center, Ltd.,
                                       a Texas limited partnership

                                       By:  Transwestern Beltline, L.P.
                                            a Delaware limited partnership, a
                                            general partner

                                       By:  Transwestern Beltline GP I, L.L.C.,
                                            a Delaware limited liability
                                            company, its general partner


By: /s/ Jeanine M. Valdez                    By: /s/ Randal S. Bessolo
   --------------------------------             ------------------------------
Name: Jeanine M. Valdez                      Name: Randal S. Bessolo
     ------------------------------             ------------------------------
Title: Administrative Associate              Title: Managing Director
      -----------------------------                ---------------------------



WITNESS/ATTEST                         TENANT:

                                       HNC Insurance Solutions, Inc., a
                                       California corporation



By: /s/ Kristine Westbury                    By: /s/ John Falliars
   --------------------------------             ------------------------------
Name: Kristine Westbury                      Name: John Falliars
     ------------------------------             ------------------------------
Title: Manager, Legal Affairs                Title: CFO
      -----------------------------                ---------------------------

<PAGE>

                                   EXHIBIT D

                                  WORK LETTER

                 (Landlord completes worth within an Allowance)


This Exhibit is attached to and made a part of the Lease dated December 13,
2000 by and between Coppell Commerce Center, Ltd. ("LANDLORD") and HNC
Insurance Solutions, Inc. ("TENANT") for space in the Building located at
Coppell Commerce Center.

This Work Letter shall set forth the obligations of Landlord and Tenant with
respect to the preparation of the Premises for Tenant's occupancy. All
improvements described in this Work Letter to be constructed in and upon the
Premises by Landlord are hereinafter referred to as the "LANDLORD'S WORK."
Landlord and Tenant acknowledge that Plans (hereinafter defined) for the
Landlord's Work have not yet been prepared and, therefore, it is impossible to
determine the exact cost of the Landlord's Work at this time. Accordingly,
Landlord and Tenant agree that Landlord's obligation to pay for the cost of
Landlord's Work shall be limited to $25.00 per square foot in the Premises (the
"MAXIMUM AMOUNT") and that Tenant shall be responsible for the cost of Landlord
Work to the extent that it exceeds the Maximum Amount. THE TENANT IMPROVEMENTS
SHALL BE COMPETITIVELY BID TO AT LEASE THREE (3) LANDLORD AND TENANT APPROVED
GENERAL CONTRACTORS. LANDLORD AND TENANT WILL REVIEW ALL BIDS AND MUTUALLY
ACCEPT A QUALIFIED BIDDER WITH WHOM Landlord shall enter into a direct contract
for the Landlord Work. In addition, Landlord shall have the right to select
and/or approve of any subcontractors used in connection with the Landlord's
Work.

Space planning, architectural and engineering (mechanical, electrical and
plumbing) drawings for the Landlord's Work shall be included in the cost of
Landlord's Work for purposes of determining if the Maximum Amount is exceeded.
The space planning, architectural and mechanical drawings are collectively
referred to herein as the "PLANS". TENANT SHALL BE ALLOWED TO ALLOCATE UP TO
$1.00 PER SQUARE FOOT OF THE MAXIMUM AMOUNT TOWARDS THE COSTS OF PLANS, TENANT
HIRED ARCHITECT AND/OR CONSTRUCTION MANAGEMENT COMPANY, VERIFIABLE THIRD PARTY
MOVING COSTS AND TELECOMMUNICATIONS OR DATA CABLING COSTS RELATED TO THE
PREMISES.

Tenant shall furnish any requested information and approve or disapprove any
preliminary or final layout, drawings, or plans within two (2) Business Days
after written request. Any disapproval shall be in writing and shall
specifically set forth the reasons for such disapproval. TENANT AND TENANT'S
ARCHITECT shall devote such time in consultation with Landlord and Landlord's
engineer as may be required to provide all information Landlord deems necessary
in order to enable Landlord's Architect and engineer to complete, and obtain
Tenant's written approval of the Plans for the Landlord Work by not later than
TWO WEEKS AFTER LEASE EXECUTION (the "PLANS DUE DATE"). In the event that
Tenant fails to approve the Plans by the Plans Due Date, Tenant shall be
responsible for one (1) day of Delay (as defined in the Lease) for each day
during the period beginning on the day following the Plans Due Date and ending
on the date Tenant approves the Plans.

Prior to commencing any construction of Landlord Work, Landlord shall submit to
Tenant a written estimate setting forth the anticipated cost of the Landlord
Work, included but not limited to labor and materials, contractor's fees and
permit fees. Within three (3) Business Days thereafter, Tenant shall either
notify Landlord in writing of its approval of the cost estimate, or specify its
objections thereto and any desired changes to the proposed Landlord Work. In
the event Tenant notifies Landlord of such objections and desired changes,
Tenant shall work with Landlord to reach a mutually acceptable alternative cost
estimate.

In the event Landlord's estimate and/or the actual cost of construction shall
exceed the Maximum Amount (such amounts exceeding the Maximum Amount being
herein referred to as the "EXCESS COSTS"), Tenant shall pay to Landlord such
Excess Costs upon demand. The statements of costs submitted to Landlord by
Landlord's contractors shall be conclusive for purposes of determining the
actual cost of the items described therein. The amounts payable hereunder
constitute Rent payable pursuant to the Lease, and the failure to timely pay
same constitutes an event of default under the Lease.

If Tenant shall request any change, addition or alteration in any of the Plans
after approval by Landlord, Landlord shall have such revisions to the drawings
prepared, and Tenant shall reimburse Landlord for the cost thereof upon demand
to the extent that the cost of performing such revision cause the cost of
Landlord Work to exceed the Maximum Amount. Promptly upon completion of the
revisions, Landlord shall notify Tenant in writing of the increased cost, if
any, which will be chargeable to Tenant by reason of such change, addition or
deletion. Tenant shall, within one (1) Business Day, notify Landlord in writing
whether it desires to proceed with such change, addition or deletion. In the
absence of such written authorization, Landlord shall have the option to
continue work on the Premises disregarding the requested change, addition or
alteration, or Landlord may elect to discontinue work on the Premises until it
receives notice of Tenant's decision, in which event Tenant shall be
responsible for any Delay in completion of the Premises resulting therefrom. In
the event such revisions result in a higher estimate of the cost of
construction and/or higher actual construction costs which exceed the Maximum
Amount, such increased

                                      D-1
<PAGE>
estimate or costs shall be deemed Excess Costs pursuant to Paragraph 5 hereof
and Tenant shall pay such Excess Costs upon demand.

Following approval of the Plans and the payment by Tenant of the required
portion of the Excess Costs, if any, Landlord shall cause the Landlord Work to
be constructed substantially in accordance with the approved Plans. Landlord
shall notify Tenant of substantial completion of the Landlord Work. IF TENANT IS
NOT IN DEFAULT BEYOND EXPIRATION OF ANY APPLICABLE NOTICE AND CURE PERIODS,
TENANT MAY ELECT TO ACCEPT AN ADDITIONAL SUM NOT TO EXCEED $6.00 PER SQUARE FOOT
OF RENTABLE AREA IN THE PREMISES TO BE ADDED TO THE ALLOWANCE UPON THE CONDITION
THAT LANDLORD AND TENANT ENTER INTO A LEASE AMENDMENT INCREASING THE BASE RENTAL
BY SUCH AMOUNT AS NECESSARY TO AMORTIZE EVENLY SUCH ADDITIONAL ALLOWANCE,
TOGETHER WITH INTEREST THEREON AT TWELVE PERCENT (12%) PER ANNUM, OVER THE
PORTION OF THE LEASE TERM REMAINING AFTER THE DATE OF SUCH AMENDMENT.

This EXHIBIT D shall not be deemed applicable to any additional space added to
the original Premises at any time or from time to time, whether by any options
under the Lease or otherwise, or to any portion of the original Premises or any
additions to the Premises in the event of a renewal or extension of the original
Term of this Lease, whether by any options under the Lease or otherwise, unless
expressly so provided in the Lease or any amendment or supplement to the Lease.
LANDLORD WILL NOT CHARGE A CONSTRUCTION SUPERVISION FEE TO TENANT FOR TENANT
IMPROVEMENTS.

Notwithstanding anything to the contrary set forth in this Lease, as a result
of a failure of the Building shell or the Common Areas of the Property to
comply with any applicable law, Landlord cannot obtain any required permits,
approvals or certificates, then Landlord shall, at Landlord's sole cost and
expense, promptly cause the Building shell or the Common Areas of the Property,
as the case may be, to comply with such applicable law or laws to the extent
necessary to enable Landlord to obtain such permits, approvals or certificates.

IN WITNESS WHEREOF, Landlord and Tenant have entered into this EXHIBIT D as of
the day and year first above written.

WITNESS/ATTEST                         LANDLORD:

                                       Coppell Commerce Center, Ltd.,
                                       a Texas limited partnership

                                       By:  Transwestern Beltline, L.P.
                                            a Delaware limited partnership,
                                            a general partner

                                       By:  Transwestern Beltline GP I, L.L.C.,
                                            a Delaware limited liability
                                            company, its general partner


By: /s/ Jeanine M. Valdez                    By: /s/ Randal S. Bessolo
   --------------------------------             ------------------------------
Name: Jeanine M. Valdez                      Name: Randal S. Bessolo
     ------------------------------             ------------------------------
Title: Administrative Associate              Title: Managing Director
      -----------------------------                ---------------------------



WITNESS/ATTEST                         TENANT:

                                       HNC Insurance Solutions, Inc., a
                                       California corporation



By: /s/ Kristine Westbury                    By: /s/ John Falliars
   --------------------------------             ------------------------------
Name: Kristine Westbury                      Name: John Falliars
     ------------------------------             ------------------------------
Title: Manager, Legal Affairs                Title: CFO
      -----------------------------                ---------------------------

<PAGE>
                                   EXHIBIT E

                             ADDITIONAL PROVISIONS

This exhibit is attached to and made a part of the Lease dated December 13, 2000
by and between Coppell Commerce Center, Ltd. ("LANDLORD") and HNC Insurance
Solutions, Inc., a California corporation ("TENANT") for space in the Building
located at Coppell Commerce Center.

1. RENEWAL OPTION

     A.   Tenant shall have the right to extend the Lease Term for one
additional period of five (5) years (the "RENEWAL OPTION") commencing on the
day following the Termination Date of the initial Lease Term.

          1.   Landlord receives notice of exercise of the Renewal Option
("Initial Renewal Notice") not less than NINE (9) full calendar months prior to
the expiration of the initial Lease Term and not more than twelve (12) full
calendar months prior to the expiration of the initial Lease Term; and

          2.   Tenant is not in default under the Lease beyond any applicable
cure periods at the time that Tenant delivers its Initial Renewal Notice or at
the time Tenant delivers its Binding Renewal Notice; and

          3.   EXCEPT AS PROVIDED FOR IN SECTION 13 E OF SAID LEASE, no part of
the Premises is sublet at the time that Tenant delivers its Initial Renewal
Notice or at the time Tenant delivers its Binding Renewal Notice; and

          4.   The Lease has not been assigned prior to the date that Tenant
delivers its Initial Renewal Notice or prior to the date Tenant delivers its
Binding Renewal notice; and

          5.   Tenant executes and returns the Renewal Amendment (hereinafter
defined) within fifteen (15) days after its submission to Tenant.

     B.   The initial Base Rental rate per rentable square foot for the
Premises during the Renewal Term shall equal the Prevailing Market (hereinafter
defined) rate per rentable square foot for the Premises.

     C.   Tenant shall pay Additional Rent (i.e. Basic Costs) for the Premises
during the Renewal Term in accordance with Article 5. of the Lease.

     D.   Within thirty (30) days after receipt of Tenant's Initial Renewal
Notice, Landlord shall advise Tenant of the applicable PREVAILING MARKET BASE
RENTAL rate for the Premises for the Renewal Term. Tenant, within fifteen (15)
days after the date on which Landlord advises Tenant of the applicable
PREVAILING MARKET rate for the Renewal Term, shall either (i) give Landlord
final binding written notice ("Binding Notice") of Tenant's Exercise of its
option, or (ii) if Tenant disagrees with Landlord's determination, provide
Landlord with written notice of rejection (the "Rejection Notice") or (iii)
GIVE LANDLORD WRITTEN NOTICE THAT TENANT ELECTS TO HAVE THE PREVAILING MARKET
RATE DETERMINED PURSUANT TO THIS SECTION AND SET FORTH TENANT'S DETERMINATION
OF THE PREVAILING MARKET RATE (THE "ARBITRATION NOTICE"). If Tenant fails to
provide Landlord with either a Binding Notice, Rejection NOTICE OR ARBITRATION
Notice within such fifteen (15)-day period, Tenant's Renewal Option shall be
null and void and of no further force and effect. If Tenant provides Landlord
with a Binding Notice, Landlord and Tenant shall enter into the Renewal
Amendment upon the terms and conditions set forth herein. If Tenant provides
Landlord with a Rejection Notice, Landlord and Tenant shall work together in
good faith to agree upon the Prevailing Market RATE for the Premises during the
Renewal Term AND IN THE EVENT THE PARTIES REACH agreement, Tenant shall
provide Landlord with Binding Notice and Landlord and Tenant shall enter into
the Renewal Amendment in accordance with the terms and conditions hereof.
Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon
the Prevailing Market rate for the Premises within thirty (30) days after the
date on which Tenant provides Landlord with a REJECTION Notice, Tenant's
Renewal Option shall be null and void and of no force and effect. IF TENANT
PROVIDES LANDLORD WITH AN ARBITRATION NOTICE, SUCH DISPUTE SHALL BE DETERMINED
BY A SINGLE ARBITRATOR APPOINTED IN ACCORDANCE WITH THE AMERICAN ARBITRATION
ASSOCIATION REAL ESTATE VALUATION ARBITRATION PROCEEDING RULES. THE ARBITRATOR
SHALL BE IMPARTIAL AND SHALL HAVE NOT LESS THAN 10 YEARS' EXPERIENCE IN THE
CITY OF DALLAS IN A CALLING RELATED TO THE LEASING OF COMMERCIAL SPACE IN
BUILDINGS COMPARABLE TO THE BUILDING, AND THE FEES OF THE ARBITRATOR SHALL BE
SHARED EQUALLY BY LANDLORD AND TENANT. WITHIN 15 DAYS FOLLOWING THE APPOINTMENT
OF THE ARBITRATOR, LANDLORD AND TENANT SHALL ATTEND A HEARING BEFORE THE
ARBITRATOR AT WHICH EACH PARTY SHALL SUBMIT A REPORT SETTING FORTH ITS
DETERMINATION OF THE PREVAILING MARKET RATE FOR THE SPACE AND TERM IN QUESTION,
TOGETHER WITH SUCH INFORMATION ON COMPARABLE RENTALS AND SUCH OTHER EVIDENCE AS
SUCH PARTY SHALL DEEM RELEVANT. THE ARBITRATOR SHALL, WITHIN 30 DAYS FOLLOWING
SUCH HEARING AND SUBMISSION OF EVIDENCE, RENDER HIS OR HER DECISION BY
SELECTING THE DETERMINATION OF PREVAILING MARKET RATE SUBMITTED BY EITHER
LANDLORD OR TENANT WHICH, IN THE JUDGMENT OF THE ARBITRATOR, MOST

                                      E-1
<PAGE>
NEARLY REFLECTS THE PREVAILING MARKET RATE FOR THE SPACE AND TERM IN QUESTION.
THE ARBITRATOR SHALL HAVE NO POWER OR AUTHORITY TO SELECT ANY PREVAILING MARKET
RENT OTHER THAN A PREVAILING MARKET RENT SUBMITTED BY LANDLORD OR TENANT, THE
DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING UPON LANDLORD AND TENANT
AND THE PARTIES SHALL ENTER INTO THE RENEWAL AMENDMENT IN ACCORDANCE WITH THE
TERMS AND CONDITIONS HEREOF. EACH PARTY SHALL PAY THE FEES AND EXPENSES OF ITS
COUNSEL AND WITNESSES AND SHALL SHARE EQUALLY THE FEES OF THE ARBITRATOR.

     E. If Tenant is entitled to and properly exercises its Renewal Option,
Landlord shall prepare an amendment (the "Renewal Amendment") to reflect changes
in the Base Rental, Lease Term, Termination Date and other appropriate terms.
The Renewal Amendment shall be:

          1. sent to Tenant within a reasonable time after receipt of the
Renewal Notice; and

          2. executed by Tenant and returned to Landlord in accordance with
paragraph A.5 above.

An otherwise valid exercise of the Renewal Option shall, at Landlord's Option,
be fully effective whether or not the Renewal Amendment is executed.

     F. For purpose hereof, "Prevailing Market" shall mean the arms length fair
market annual rental rate per rentable square foot under renewal leases and
amendments entered into on or about the date on which the Prevailing Market is
being determined hereunder for space comparable to the Premises in the Building
and office buildings comparable to the Building in the DFW Airport submarket.
The determination of Prevailing Market shall take into account any material
economic differences between the terms of this Lease and any comparison lease,
such as rent abatements, construction costs and other concessions and the
manner, if any, in which the Landlord under any such lease is reimbursed for
operating expenses and taxes. The Prevailing Market rate determined in
accordance with this paragraph shall reflect any adjustment necessary at the
time of such determination to account for any anticipated adjustment in the
Prevailing Market rate at the time such rate shall become effective under this
Lease.

     G. Notwithstanding anything to the contrary set fort above, Tenant's
renewal option shall be subject and subordinate to the right of any tenant in
the Project leasing more space in the Project than Tenant on the date Tenant
delivers its notice to renew to elect to lease the Premises upon the expiration
of the initial Lease Term of Tenant's lease. Landlord agrees to notify Tenant
within 60 days after receipt of Tenant's notice to renew the Lease whether
another tenant in the Project leasing more space in the Project than Tenant
desires to lease such space, and in the event another tenant does elect to
lease such space, Tenant's right to renew the Lease shall terminate. During
such 60 day period, Landlord and Tenant shall proceed to determine the
Prevailing Market rate as set forth in Section D above.

2. PARKING ALLOCATION

     Tenant shall have access to non-exclusive free surface parking at a ratio
of five parking spaces for every 1,000 square feet leased in the Premises. In
the event Tenant exceeds this amount of allocated parking, it shall be deemed
an event of default.

3. RIGHT OF FIRST REFUSAL

     Subject to this rights in existence on the date of this Lease and provided
that no event of default has ever occurred under any term or provision
contained in this Lease and no condition exists which with the passage of time
or the giving of notice or both would constitute an event of default pursuant
to this Lease and provided that Tenant has continuously occupied the Premises
for the Permitted Use during the Lease Term, Tenant (but not any assignee or
subtenant) IN THE EVENT TENANT RENEWS THIS LEASE, SHALL HAVE THE RIGHT DURING
the initial twelve (12) months of the renewal term, WHICH RIGHT SHALL BE
SUBORDINATE TO THE RIGHTS OF ANY OTHER TENANT TO SUCH SPACE, subject to the
terms and conditions set forth below, to lease the vacant space (if such space
is available) CONTAINING 5,000 square feet on the first floor of the Building
immediately adjacent and to the east of the Premises (the "Right of First
Refusal Space") before it is leased to any third party.

     In the event any third party expresses interest in leasing all or any
portion of the Right of First Refusal Space during the period specified above
("Third Party Interest"), Landlord shall offer the entire Right of First
Refusal Space to Tenant upon the same terms, covenants and conditions as
provided in the Lease for the renewed Premises, given that the base rental, the
length of lease term, the expense stop, and the tenant improvement allowance
shall be the same as the terms included in a bone fide third party offer for
the Right of First Refusal Space which are acceptable to Landlord. Except for
the tenant allowance contained in the aforementioned offer, tenant shall accept
the space "As Is," and Tenant shall have no further rights with respect to the
Right of First Refusal Space. If Tenant notifies Landlord in writing of the
acceptance of such offer within five (5) BUSINESS days after Landlord has
delivered such offer to Tenant, Landlord and Tenant shall enter into a written
agreement modifying and supplementing the Lease and specifying that such Right
of First Refusal Space accepted by Tenant is a part of the Premises demised
pursuant to the Lease for the remainder of the Lease Term and any renewal
thereof, if applicable and containing other appropriate terms and conditions
relating to the addition of the Right of First Refusal Space to this Lease
(including specifically any increase or adjustment of the rent as a result of
such


                                      E-2

<PAGE>
addition). In the event that Tenant does not notify Landlord in writing of its
acceptance of such offer in such five (5) BUSINESS day period, then Tenant's
rights under this paragraph with respect to the Right of First Refusal Space
shall terminate and Landlord shall thereafter be able to lease the Right of
First Refusal Space or any portion thereof to any third party. Any termination
of the Lease shall terminate all rights of Tenant with respect to the Right of
First Refusal Space. The rights of Tenant with respect to the Right of First
Refusal Space shall not be severable from the Lease, nor may such rights be
assigned or otherwise conveyed in connection with any permitted assignment of
the Lease. Landlord's consent to any assignment of the Lease shall not be
construed as allowing an assignment or a conveyance of such rights to any
assignee. Nothing herein contained should be construed so as to limit or
abridge Landlord's ability to deal with the Right of First Refusal Space or to
lease the Right of First Refusal Space to other tenants, Landlord's sole
obligation being to offer, and if such offer is accepted, to deliver the Right
of First Refusal Space to Tenant in accordance with this provision.

     The Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting from any delay in delivering possession
of the Right of First Refusal Space to Tenant, but abatement of the Base Rental
attributable to the Right of First Refusal Space from the date of Tenant's
acceptance of Landlord's offer with respect to the Right of First Refusal Space
to the date of actual delivery of the Right of First Refusal Space shall
constitute full settlement of all claims that Tenant might have against
Landlord by reason of the Right of First Refusal not being delivered upon the
date of Tenant's acceptance of Landlord's offer.

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

WITNESS/ATTEST                         LANDLORD:

                                       Coppell Commerce Center, Ltd.,
                                       a Texas limited partnership

                                       By:  Transwestern Beltline, L.P.
                                            a Delaware limited partnership, a
                                            general partner

                                       By:  Transwestern Beltline GP I, L.L.C.,
                                            a Delaware limited liability
                                            company, its general partner


By: /s/ Jeanine M. Valdez                    By: /s/ Randal S. Bessolo
   --------------------------------             ------------------------------
Name: Jeanine M. Valdez                      Name: Randal S. Bessolo
     ------------------------------             ------------------------------
Title: Administrative Associate              Title: Managing Director
      -----------------------------                ---------------------------



WITNESS/ATTEST                         TENANT:

                                       HNC Insurance Solutions, Inc., a
                                       California corporation



By: /s/ Kristine Westbury                    By: /s/ John Falliars
   --------------------------------             ------------------------------
Name: Kristine Westbury                      Name: John Falliars
     ------------------------------             ------------------------------
Title: Manager, Legal Affairs                Title: CFO
      -----------------------------                ---------------------------


<PAGE>
                                   EXHIBIT F

                              COMMENCEMENT LETTER

Date ____________


Tenant __________
Address _________
_________________

Re: Commencement Letter with respect to that certain Lease dated December 13,
2000 by and between Coppell Commerce Center, Ltd. as Landlord and HNC Insurance
Solutions, Inc. a California Corporation as Tenant for an Approximate Rentable
Area in the Premises of 14,400 square feet in Building located at 1221 South
Beltline Road, Coppell, Texas.

Dear __________:

In accordance with the terms and conditions of the above referenced Lease;
Tenant hereby accepts possession of the premises and agrees as follows:

The Commencement Date of the Lease is ___________________ ;
The Termination Date of the Lease is ____________________ .

Landlord agrees to complete the work in the Premises identified in the
punchlist jointly prepared by Landlord and Tenant dated _____________ .

Please acknowledge your acceptance of possession and agreement to the terms set
forth above by signing all three (3) copies of this Commencement Letter in the
space provided and returning two (2) fully executed copies of the same to my
attention.

Sincerely,


XXXXXXXXX
Property Manager


Agreed and Accepted:


TENANT:

HNC Insurance Solutions, Inc.


By: ________________________________
Name: ______________________________
Title: _____________________________


                                      F-1
<PAGE>
                                  EXHIBIT "G"

                               GUARANTY OF LEASE

     The following provisions form a part of and constitute the basis for this
Guaranty of Lease (herein referred to as the "Guaranty"):

     WHEREAS, a certain Industrial Building Lease Agreement dated as of
December 13, 2000 (herein referred to as the "Lease") has been executed by and
between Coppell Commerce Center, Ltd, as Landlord (herein referred to as
"Landlord", and HNC Insurance Solutions, Inc., a California corporation, as
Tenant (herein referred to as "Tenant"), covering certain Premises located at
Coppell Commerce Center in Coppell, County of Dallas, State of Texas, as more
particularly described in the Lease;

     WHEREAS, as a condition to Landlord's entering into the Lease, Landlord
requires the undersigned to guarantee the full performance of all of the
obligations of Tenant accruing under the Lease;

     WHEREAS, the undersigned desires to induce Landlord to enter into the
Lease with Tenant;

     NOW, THEREFORE, in consideration of the execution of the Lease by
Landlord, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the undersigned hereby agrees that:

     1.   The undersigned unconditionally, absolutely and to the same extent as
if the undersigned had signed the Lease as Tenant, assumes all liabilities,
obligations and duties of Tenant accruing under the Lease, and guarantees to
Landlord and Landlord's successors and assigns the full, prompt and complete
performance of each and all of the terms, covenants, conditions and provisions
of the Lease to be kept and performed by Tenant or Tenant's successors or
assigns, including the payment of all rental and other charges to accrue
thereunder and all damages that may arise as a consequence of the nonperformance
thereof.

     2.   The liability of the undersigned under the Guaranty shall be
unconditional and primary, and in relation to any right of action which shall
accrue to Landlord under the Lease, Landlord may, at its option, proceed from
time-to-time solely against the undersigned or jointly against the undersigned
and any other person or entity without regard to Tenant's ability to perform and
without first commencing any action, exhausting any remedy, obtaining any
judgment or proceeding in any way against Tenant or any other person or entity;
and suit may be brought and maintained against the undersigned by Landlord to
enforce any liability, duty or obligation guaranteed hereby without joinder of
Tenant or any other person or entity.

     3.   This Guaranty shall continue during the entire term of the Lease and
any renewals or extensions thereof and thereafter until Tenant and Tenant's
successors or assigns have fully discharged all of their obligations under the
Lease.

     4.   From and after an event of default under the Lease which is not cured
within applicable notice and cure periods, the undersigned: (a) shall have no
right of subrogation or any other right to enforce any remedy against Tenant or
Tenant's successors or assigns by reason of any payment or performance
thereunder by the undersigned, and (b) shall subordinate any liability or
indebtedness of Tenant or Tenant's successors or assigns then or thereafter held
by the undersigned to all obligations of Tenant or Tenant's successors or
assigns to Landlord under the Lease.

     5.   The undersigned agrees that the undersigned's obligations under the
terms of this Guaranty shall not be released, diminished, impaired, reduced or
affected by any limitation of liability or recourse under the Lease or by the
occurrence of any one or more of the following events: (a) the taking or
accepting of any other security or guaranty in connection with the Lease; (b)
any release, surrender, exchange, subordination, or loss of any security at any
time existing or purported or believed to exist in connection with the Lease;
(c) the death, insolvency, bankruptcy, disability, dissolution, termination,
receivership, reorganization or lack of corporate, partnership or other power of
Tenant, the undersigned, or any party at any time liable for payment or
performance pursuant to the Lease, whether now existing or hereafter occurring;
(d) any assignment or subletting by Tenant or Tenant's successors or assigns
whether or not permitted pursuant to the terms of the Lease or otherwise
approved by Landlord, except an assignment whereby the Landlord accepts the
performance of the assignee in lieu of Tenant and expressly discharges the
Tenant and Guarantor in writing from further liability under the Lease; (e)
amendment of the Lease or any renewal, extension, modification or rearrangement
of the terms of payment or performance pursuant to the Lease either with or
without notice to or consent of the undersigned, or any adjustment, indulgence,
forbearance, or compromise that may be granted or given by Landlord to Tenant,
the undersigned or any other party at any time liable for payment or performance
pursuant to the Lease; provided, however, the Guarantor shall not be responsible
for any additional liability which may be created pursuant to this subsection
5(e) if an amendment or modification of the Lease is entered into after the date
hereof to the extent (i) the term of the Lease is extended beyond its originally
scheduled expiration date which expiration date shall be deemed to include any
extension or option rights contained in the Lease (it being understood that an
amendment of the Lease extending the term thereof shall not be deemed to
increase Guarantor's liability to the extent the extended term is contained
within the period

                                                                      Initialed:

                                                         -----------------------

                                                         -----------------------

                                      G-1
<PAGE>
the term would have been extended had such option been exercised) or (ii)
increases the size of the Premises (except to the extent such increase is
effectuated pursuant to any expansion rights which may be contained in the
Lease) which results in an increase in the rent payable under the Lease in
excess of 110% of the rent which would otherwise be payable thereunder; (f) any
neglect, delay, omission, failure, or refusal of Landlord to take or prosecute
any action for the collection or enforcement of the Lease or to foreclose or
take or prosecute any action in connection with the Lease; (g) any failure of
Landlord to notify the undersigned of any renewal, extension, rearrangement,
modification, assignment of the Lease or subletting of the Premises or any part
thereof, or of the release of or change in any security or of any other action
taken or refrained from being taken by Landlord against Tenant or of any new
agreement between Landlord and Tenant, it being understood that Landlord shall
not be required to give the undersigned any notice of any kind under any
circumstances with respect to or in connection with the Lease; or (h) any
payment by Tenant to Landlord being held to constitute a preference under the
bankruptcy laws or for any other reason Landlord being required to refund such
payment or pay the amount thereof to someone else. Notwithstanding anything
contained herein or in the Lease to contrary, Tenant shall have the right to
assign the Lease or sublet the Premises to Guarantor upon at least 15 days'
prior written notice to (but not the necessity of obtaining consent from)
Landlord, with a copy of the appropriate documentation evidencing such sublease
or assignment; provided, however, nothing contained herein shall relieve Tenant
from its obligations under the Lease in the event of such sublease or
assignment.

     Anything herein or in the Lease to the contrary notwithstanding, Guarantor
hereby acknowledges and agrees that any security deposit or other credit in
favor of the Tenant may be applied to cure any Tenant default or offset any
damages incurred by Landlord under the Lease, as Landlord determines in its sole
and absolute discretion, and Landlord shall not be obligated to apply any such
deposit or credit to any such default or damages before bringing any action or
pursuing any remedy available to Landlord against Guarantor. Guarantor further
acknowledges that its liability under this Guaranty shall not be affected in any
manner by such deposit or credit, or Landlord's application thereof.

     6.  In the event suit or action is brought upon or in connection with the
enforcement of this Guaranty, the non-prevailing party shall pay the reasonable
attorneys' fees and all other reasonable expenses and court costs incurred by
the prevailing party in connection therewith.

     7.  This Guaranty shall be binding upon the heirs, legal representatives,
successors and assigns of the undersigned and shall inure to the benefit of the
heirs, legal representatives, successors and assigns of Landlord.

     8.  The undersigned represents that the undersigned is the owner of a
direct or indirect interest in Tenant and that the undersigned will receive a
direct or indirect benefit from the Lease.

     IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the
13th day of December, 2000.


                         GUARANTOR:

                         HNC SOFTWARE, INC., a ____________ corporation




                         By: _________________________________________________

                         Name (print): _______________________________________



STATE OF _______________

COUNTY OF ______________


     This instrument was acknowledged before me on this the _____ day of
__________, 2000 by ________________________, the ______________________of HNC
Software, Inc., a _________________ corporation.



                                        ______________________________________
                                        Notary Public in and for
(S E A L)                               The State of__________________________



                                                                    Initialed:

                                                                      ________
                                                                      ________


                                      G-2