Exhibit 10.17

                          L E A S E  A G R E E M E N T

NORTH CAROLINA

COUNTY OF WAKE

      THIS LEASE AGREEMENT dated the 7th day of November, 2003, and entered into
between  REGENCY  PARK  CORPORATION,  a North  Carolina  corporation  having its
principal place of business in Cary, North Carolina (the "Landlord"),  and Level
8 Systems, Inc. a New York corporation having its principal place of business in
Cary, North Carolina (the "Tenant").

                              W I T N E S S E T H:

      DEFINITIONS:

      The following definitions shall be deemed to control herein.

      ADDITIONAL  RENT:  Any  adjustments  to Annual  Rental  and other sums due
Landlord from Tenant.

      BASE OPERATING  EXPENSES:  Means Operating Expenses for the Operating Year
ending  November  30, 2001,  which  amount  shall be as certified by  Landlord's
auditors.

      BASE REAL ESTATE TAXES: Means the lesser of:

      a. the  real  estate  taxes  levied  or  imposed  for the tax year  ending
December 31, 2003, which amount shall be as certified by Landlord's auditors; or

      b. such lesser amount as may be fixed, settled, and compromised, consented
to, or determined as a result of contestation or otherwise.

      BUILDING: 8000 Regency Parkway located in Cary, North Carolina.

      LEASE: This Lease Agreement with all Exhibits and Riders attached thereto.

      LEASE YEAR: As used herein (i) shall mean each and every  12-month  period
during  the term of this  Lease,  or (ii) (in the event of Lease  expiration  or
termination)  shall mean the period  between the last  12-month  period and said
expiration or termination.  The first such 12-month period shall commence on the
1st day of October, 2003, and end on the 30th day of September, 2004.

      OPERATING  EXPENSES:  The  Landlord's  cost of operating  the Building and
Property as more particularly  described in Exhibit E attached hereto and made a
part hereof by this reference.

      OPERATING YEAR:  Means a year commencing on December 1, and terminating on
November 30, provided that Landlord shall be permitted at any time and from time
to time to change the commencement  and termination  dates of any operating year
of the Landlord.

      PREMISES: The space as outlined on the floor plan which is attached hereto
as Exhibit A and made a part hereof by this reference.  The Premises constitutes
two thousand nine hundred  fifty-six (2,956) rentable square feet located on the
5th floor of the Building and is designated as Suite 342.

      PROPERTY:  The land upon which the Building is located, which land is more
particularly  described  in Exhibit B attached  hereto and made a part hereof by
this reference.

      RENTABLE AREA: One hundred forty-four  thousand eight hundred  seventy-six
(144,876) square feet located within the Building.


                                      E-41
<PAGE>

                                                                   Exhibit 10.17

      REAL ESTATE TAXES:  Includes (i) personal property taxes  (attributable to
the year in which  assessed)  imposed upon the furniture,  fixtures,  machinery,
equipment,  apparatus,  systems,  and appurtenances  used in connection with the
Building and the Property for the operating thereof; and (ii) real estate taxes,
assessments,  sewer rents,  rates and  charges,  taxes based upon the receipt of
rent and any  other  federal,  state,  or local  governmental  charge,  general,
special, ordinary, or extraordinary (but not including income or franchise taxes
or any other taxes  imposed  upon or measured by  Landlord's  income or profits,
unless the same shall be imposed in lieu of real estate  taxes) or any other tax
which may now or  hereafter  be levied or  assessed  against the  Property,  the
Building, any other improvements hereinafter constructed on the Property, or the
rents derived from the Property,  the Building and such other improvements.  (In
the case of special taxes or  assessments  which may be payable in  installment,
only the  amount  of each  installment  paid  during a  calendar  year  shall be
included in the taxes for that year.)

      REAL ESTATE TAX YEAR: Means each successive  12-month period following and
corresponding  to the period in respect of which the base real estate  taxes are
established irrespective of the period or periods which may from time to time in
the future be established by competent  authority for the purposes of levying or
imposing real estate taxes.

                                    PREMISES

      Landlord,  for and in consideration of the rents,  covenants,  agreements,
and stipulations herein contained, to be paid, kept and performed by the Tenant,
has leased and by these  presents  leases  unto the  Tenant,  and Tenant  hereby
agrees to lease upon the terms and  conditions  herein  contained,  the Premises
located in the Building situate upon the Property.

                              FINISHING OF PREMISES

      The  Premises  shall  be  finished  by  the  Landlord  at its  expense  in
accordance  with the  provisions  of Exhibit C which is  attached to and forms a
part of this Lease.

      All  other  improvements  to the  Premises  shall be made at the  Tenant's
expense and must be performed in accordance with accurate  working  drawings and
specifications  that are to be  submitted  to and  approved  by the  Landlord in
writing prior to the commencement of such work.

                                    1.0 TERM

      The term of this Lease shall be for a period of three (3) years commencing
on the 1st day of October,  2003,  (hereinafter referred to as the "Commencement
Date"), and ending on the 31st day of December,  2006,  inclusive.  If, however,
for any reason  Landlord  is unable to deliver  possession  of the  Premises  to
Tenant upon the Commencement  Date,  Landlord shall not be liable for any damage
caused thereby,  nor shall this Lease become void or voidable but,  rather,  the
term specified  herein shall commence upon the date of delivery of possession of
the Premises to Tenant and shall  terminate  three (3) years  subsequent  to the
Commencement  Date. Tenant shall not be liable for any rent hereunder until such
time as Landlord shall have  delivered  possession of the Premises to Tenant and
substantially  completed  the work  described  in  Exhibit C unless the delay is
caused by Tenant.  If, however,  Landlord is unable to deliver possession of the
Premises to Tenant  within six (6) months  after the  Commencement  Date for any
reason  other  than the fault or  neglect  of  Tenant,  then  this  Lease may be
terminated by either party without liability to the other upon fifteen (15) days
prior written notice to the other party. Should the lease term commence upon any
date other than the Commencement Date hereinabove specified, Landlord and Tenant
shall execute and acknowledge a written  statement setting forth the actual date
of  commencement  of the lease term,  which  statement may be recorded by either
party and a copy of which shall be attached as Exhibit D to this Lease.

                    2.0 ANNUAL RENTAL AND ADJUSTMENTS THEREOF

      2.01  ANNUAL  RENTAL:  Tenant  agrees to pay  Landlord,  at  Regency  Park
Corporation , P.O. Box 501034, St. Louis, MO 63150-1034,  or at such other place
as Landlord  may  designate in writing,  without  demand,  deduction,  credit or
setoff and in lawful money of the United States of America:

      Rental of zero Dollars ($0.00) per year ("Annual Rent"),  payable in equal
monthly installments of zero Dollars ($0.00), in advance, on or before the first
day of each calendar month during the term;  October 1, 2003 up to and including
December 31, 2003, provided,  however,  that if the term of this Lease commences
on a date other than the first day of a calendar  month,  rent shall be prorated


                                      E-42
<PAGE>

                                                                   Exhibit 10.17

for the  fractional  month at the beginning of the term and paid on the date the
term commences;  and in that event,  rent for the fractional month at the end of
the term shall also be prorated.

      Rental of  fifty-four  thousand  six  hundred  twelve and  00/100  Dollars
($54,612.00) per year ("Annual Rent"),  payable in equal monthly installments of
four thousand five hundred fifty-one and 00/100 Dollars ($4,551.00), in advance,
on or before the first day of each  calendar  month during the term;  January 1,
2004 up to and including December 31, 2005.

      Rental of fifty six thousand  one hundred  sixty-four  and 00/100  Dollars
($56,164.00) per year ("Annual Rent"),  payable in equal monthly installments of
four thousand eighty and 33/100 Dollars  ($4,680.33),  in advance,  on or before
the first day of each calendar month during the term;  January 1, 2006 up to and
including December 31, 2006

      The Tenant is also  obligated to pay to the Landlord  Additional  Rent and
certain other sums as provided for herein.

      2.02  ADDITIONAL  RENT:  Any  adjustment to Annual Rent and other sums due
Landlord from Tenant shall be referred to collectively as "Additional Rent."

      2.02.01 OPERATING  EXPENSES:  Prior to commencement of each Operating Year
or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant
as estimate of the Operating  Expenses for such  Operating  Year and if the same
shall be in excess of the Base  Operating  Expenses,  the  installments  of rent
payable  hereunder  in  respect of each  month of such  Operating  Year shall be
increased by way of Additional Rent by an amount equal to one-twelfth  (1/12) of
two  percent  (2%) of such  excess and  Tenant  shall  make  payment  thereof to
Landlord accordingly ("Tenant's Estimated Share").

      After the end of each Operating Year, the Landlord shall furnish to Tenant
a statement of Landlord's actual Operating  Expenses for such Operating Year and
Tenant  shall pay to Landlord an amount  equal to two percent (2%) of the excess
of such Operating  Expenses over the Base Operating  Expenses  ("Tenant's Actual
Share").  If Tenant's  Actual Share is greater than the amount paid by Tenant to
Landlord as Tenant's  Estimated Share,  then Tenant shall pay this difference to
Landlord within fourteen (14) days after delivery of such statement. If Tenant's
Actual  Share is less than the amount  paid by Tenant to  Landlord  as  Tenant's
Estimated Share, then Landlord shall refund the excess to Tenant within fourteen
(14) days after delivery of such statement.

      Nothing  contained in this Article shall be construed at any time so as to
reduce the  monthly  installments  of rent  payable  hereunder  below the amount
stipulated in Article 2.01.

      If this Lease  shall  terminate  other than on the expiry of an  Operating
Year in any Operating Year, then in computing the amount payable by Tenant under
this Article for the period from the commencement of the Operating Year in which
the Lease terminates until the date of termination,  the Base Operating Expenses
shall be deducted from the Operating Expenses for such Operating Year and Tenant
shall pay one-three hundred sixty-fifth (1/365) of two percent (2%) for each day
of such Operating Year during which this Lease shall have been in full force and
effect.

      The obligations of the parties hereto to adjust sums owed pursuant to this
Article shall survive the expiration of the term of this Lease

      Failure of Landlord to furnish a statement of actual Operating Expenses or
to give notice of an  adjustment  to Annual Rent under this  Article in a timely
manner  shall not  prejudice or act as a waiver of  Landlord's  right to furnish
such  statement  or give such  notice at a  subsequent  time or to  collect  any
adjustments to the Base Rent for any preceding period.

      2.02.02 REAL ESTATE TAXES:  If at any time or from time to time during the
term of this Lease, the Real Estate Taxes for or attributable to any Real Estate
Tax Year shall be in excess of the Base Real Estate Taxes, and/or if any new tax
or increase of the effective rate of present taxes shall become  effective after
the date  hereof  but before the  normal  tax  escalation  provision  shall take
effect, the rent payable hereunder in respect of such year shall be increased by
an  amount  equal to two  percent  (2%) of such  excess  and/or  such new tax or
increase  (the  "Tenant's Tax Share").  Tenant shall pay to Landlord,  not later
than the sixty (60) days prior to the tax due date, or such other date as may be
specified  in writing to Tenant by  Landlord,  the  Tenant's  Tax Share for such
year. Where at any time such amount has become payable to Landlord hereunder, in
addition  to such  amount,  subsequent  monthly  installments  of rent  shall be
increased  by an amount equal to  one-twelfth  (1/12) of the Tenant's Tax Share,
and such  monthly  amounts  when paid to Landlord  shall be  available  (without
interest) as a credit against subsequent obligations of Tenant to Landlord under


                                      E-43
<PAGE>

                                                                   Exhibit 10.17

this Article. Landlord shall furnish to Tenant upon the specific written request
of Tenant  copies of all notices of valuation and  assessment  and all tax bills
received by Landlord.

      Tenant  shall pay to Landlord as  Additional  Rent two percent (2%) of any
expenses  incurred by Landlord in obtaining or  attempting to obtain a reduction
of any Real  Estate  Taxes.  Real  Estate  Taxes  which are being  contested  by
Landlord shall  nevertheless  be included for purposes of the computation of the
liability of Tenant under this  Article;  provided,  however,  that in the event
that  Tenant  shall  have paid any amount of  increased  rent  pursuant  to this
Article and  Landlord  shall  thereafter  receive a refund of any portion of the
Real Estate Taxes on which such payment  shall have been based,  Landlord  shall
pay to Tenant the  appropriate  portion of such refund  after  deduction  of the
aforementioned expenses.

      Landlord shall have no obligation to contest, object to or to litigate the
levying or  imposition  of any Real  Estate  Taxes and may  settle,  compromise,
consent to, waive or otherwise determine in its discretion any Real Estate Taxes
without notice to, consent or approval of Tenant.

      Nothing  contained in this Article shall be construed at any time so as to
reduce the  monthly  installments  of rent  payable  hereunder  below the amount
stipulated in Article 2.01.

      If the termination  date of the Lease shall not coincide with the end of a
Real Estate Tax Year,  then in computing  the amount  payable under this Article
for the period between the  commencement  of the applicable Real Estate Tax Year
in question and the termination  date of this Lease,  the Base Real Estate Taxes
shall be deducted from the Real Estate Taxes for the applicable  Real Estate Tax
Year and,  if such Real Estate  Taxes  exceed the Base Real  Estate  Taxes,  the
Tenant shall pay one-three hundred  sixty-fifth  (1/365) of two percent (2%) for
each day of such Real Estate Tax Year during  which the Lease shall have been in
full force and effect.

      Tenant's  obligation to pay under this Article for the final period of the
Lease shall survive the expiration of the term of this Lease.

      Failure of Landlord to furnish a  statement  of actual Tax  Expenses or to
give  notice of an  adjustment  to Annual  Rent under  this  Article in a timely
manner  shall not  prejudice or act as a waiver of  Landlord's  right to furnish
such  statement  or give such  notice as a  subsequent  time or to  collect  any
adjustments to the Annual Rent for any preceding period.

      2.02.03  INTEREST FOR LATE PAYMENT:  Any payment provided for herein to be
made by the Tenant and not  received by Landlord  on the due date  specified  in
this Lease shall  accrue  interest  from the due date at the rate of two percent
(2%)  above the  published  prime  rate of First  Union  National  Bank of North
Carolina in effect from time to time (the "Prime Rate").

      For purposes of computing  interest  hereunder,  changes in the Prime Rate
shall be effective on the date of each change.

      2.03 SECURITY  DEPOSIT:  Landlord  acknowledges  that it has received from
Tenant  the  sum  of  nine  thousand   fourteen   thousand  and  33/100  Dollars
($9,114.37),  equal to one (1) monthly installment of Annual Rent (herein called
"Security  Deposit"),  which  amount shall be security for the full and faithful
performance  and observance by Tenant of the covenants,  terms and conditions of
this  Lease,  including,  without  limitation,  the  payment of Annual  Rent and
Additional  Rent,  on the part of Tenant to be kept and  performed.  No interest
shall be payable on the Security Deposit.  Tenant acknowledges that the Security
Deposit is not an advance payment of rent or a measure of Landlord's  damages in
the case of default by Tenant.  Upon the occurrence of an Event of Default under
the  Lease,  Landlord  may use,  apply or  retain  the  whole or any part of the
Security  Deposit so  deposited  to the extent  required  for the payment of any
Annual  Rent and  Additional  Rent or any  other  sum as to which  Tenant  is in
default or for the payment of any other  damage,  injury,  expense or  liability
resulting  from any Event of  Default.  Following  any such  application  of the
Security Deposit, Tenant shall pay to Landlord on demand the amount necessary to
restore the Security  Deposit to its original  amount.  In the event that Tenant
shall fully and faithfully comply with all of the terms,  provisions,  covenants
and conditions of this Lease,  the Security  Deposit shall be returned to Tenant
within  thirty  (30) days after the  termination  of this  Lease  subject to the
retention  of an amount  estimated  by  Landlord  to be  sufficient  to  satisfy
Tenant's  Additional Rent obligations  hereunder.  In the event of a sale of the
Building or a lease of the Building,  subject to this Lease,  Landlord  shall be
released from all  liability  for the return of the Security  Deposit and Tenant
shall look to the new  landlord  for the return of the  Security  Deposit.  This
provision  shall apply to every  transfer  or  assignment  made of the  Security
Deposit  to a new  landlord.  The  Security  Deposit  shall not be  assigned  or
encumbered  by  Tenant  without  the  written  consent  of  Landlord,  and  such
assignment or encumbrance without Landlord's consent shall be void.


                                      E-44
<PAGE>

                                                                   Exhibit 10.17

                                    3.0 USE

      The Premises  shall be used and occupied  only for general  office use and
shall not be used or occupied for any other  purpose  without the prior  written
consent of Landlord.  Tenant shall not display any signs on the Property without
prior  written  consent of Landlord.  Tenant  shall not conduct,  or allow to be
conducted,  on  the  Premises  any  business,  or  permit  any  act,  (i)  which
constitutes  a nuisance,  (ii) which is contrary to or in violation of the laws,
statutes,  or ordinances of the United States, or the State or City in which the
Premises  are  located,  or (iii) which is  dangerous  to persons or property or
which may  invalidate  (or  increase  the premium  for) any policy of  insurance
carried on the  Building  or the  Premises.  Tenant will comply with all police,
fire, sanitary and all other laws and regulations imposed by any governmental or
municipal  authority or body or by Landlord's fire insurance  underwriters.  Any
violation of this provision by the Tenant shall be an Event of Default entitling
Landlord to exercise any rights or remedies contained herein or provided by law.

                            4.0 SERVICES OF LANDLORD

      The Landlord shall provide,  at the Landlord's expense except as otherwise
provided, the following services:

      a. Janitorial  service in and about the Premises,  Saturdays,  Sundays and
holidays excepted.

      b. Heat and air-conditioning,  daily from 8:00 a.m. to 6:00 p.m., and 8:00
a.m.  to 1:00  p.m.  on  Saturdays  (if not a  holiday),  Sundays  and  holidays
excepted,  sufficient to maintain  comfortable  temperature  on the basis of one
person per 100 square feet of space reasonably subdivided.  This paragraph shall
conform to any government  regulations  preserving  limitations thereon and such
conformity shall be deemed to satisfy this Landlord obligation.

      Whenever  heat   generating   machines  or  equipment   which  affect  the
temperature otherwise maintained by the air-conditioning  system are used in the
Premises,  Landlord reserves the right, at its option,  either to require Tenant
to  discontinue  the use of such heat  generating  machines or  equipment  or to
install supplementary  air-conditioning  equipment in the Premises.  The cost of
such  installation  shall be paid by Tenant to Landlord promptly on being billed
therefor,  and the  cost of  operation  and  maintenance  of said  supplementary
equipment  shall be paid by Tenant to  Landlord  promptly  on the  monthly  rent
payment  dates at such rates as may be agreed on, but in no event at a rate less
than Landlord's actual cost therefor of labor, materials and utilities.

      c. Water for drinking, lavatory and toilet purposes.

      d. Passenger  elevator  service at all times.  Any or all elevator service
may be automatic.

      e. Window washing of all exterior  windows,  both inside and out,  weather
permitting.

      f.  Provision,  installation  and  replacement  of ballasts  and tubes for
lighting purposes.

      g. Removal of ice and snow from walks, drives and parking facilities.

      h. Electricity  typically  provided in general office space,  specifically
excluding any extraordinary requirements of the Tenant.

      If Tenant  shall  require  electric  current  in  excess  of that  usually
furnished or supplied for use of the Premises as general  office  space,  Tenant
shall first procure the consent of Landlord,  (which  Landlord may refuse in its
sole discretion), to the use thereof. Landlord may cause an electric check meter
to be installed in the Premises.  Landlord  shall also have the right to cause a
reputable  independent  electrical  engineering or consulting firm to survey and
determine the value of the electric  service  furnished for such excess electric
current. The cost of any such survey or meters and of installation,  maintenance
and  repair  thereof  shall  be paid  for by  Tenant.  Tenant  agrees  to pay to
Landlord,  promptly upon demand therefor, for all such electric current consumed
as shown by said meters or by said survey at the rates charged for such services
by the city, or the local public  utility,  as the case may be,  furnishing  the
same, plus any additional expense incurred in monitoring the electric current so
consumed.


                                      E-45
<PAGE>

                                                                   Exhibit 10.17

      Tenant  covenants and agrees that at all times its use of electric current
shall never  exceed  Tenant's  proportionate  share of the  capacity of existing
feeders  to the  Building  or the  risers of wiring  installation.  Any riser or
risers or wiring to meet Tenant's excess electrical  requirements,  upon written
request of Tenant,  will be installed by Landlord,  at the sole cost and expense
of Tenant if, in Landlord's  sole judgment,  the same are necessary and will not
cause  permanent  damage or injury to  Building or Premises or cause or create a
dangerous or hazardous condition or entail excessive or unreasonable alteration,
repairs or expense or interfere with or disturb other tenants or occupants.

      Should Tenant  require any additional  work or service,  including but not
limited to the additional work or service  described  above,  including  service
furnished  outside the  stipulated  hours,  Landlord may, on terms to be agreed,
upon  reasonable  advance  notice by Tenant,  furnish such  additional  service.
Tenant  agrees to pay the  Landlord  such charges as may be agreed on, but in no
event at a charge  less  than  Landlord's  actual  cost  plus  overhead  for the
additional  services provided,  it being agreed that the cost to the Landlord of
such additional services shall be excluded from Operating Expenses.

      Landlord does not warrant that any of the services  referred to above,  or
any other services which  Landlord may supply,  will be free from  interruption.
Tenant  acknowledges  that any one or more of such  services may be suspended by
reason of accident or of repairs,  alterations or  improvements  necessary to be
made,  or by strikes or  lockouts,  or by reason of  operation of law, or causes
beyond  the  reasonable   control  of  Landlord.   Any  such   interruption   or
discontinuance  of service shall not  constitute an eviction or  disturbance  of
Tenant's use and  possession  of the Premises,  or any part  thereof,  or render
Landlord  liable to Tenant for damages by  abatement  of rent or  otherwise,  or
relieve Tenant from performance of Tenant's obligations under this Lease.

              5.0 TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES

      Tenant,  on occupancy of the Premises,  represents to the Landlord that it
has examined and  inspected  the same,  finds them to be as  represented  by the
Landlord  and  satisfactory  for  Tenant's  intended  use,  and  such  occupancy
evidences  Tenant's  acceptance  "AS IS." Landlord  makes no  representation  or
warranty as to the  condition of said  Premises.  Tenant shall  maintain (and so
deliver at the end of the Lease)  each and every  part of the  Premises  in good
repair and  condition,  and shall make, at Tenant's sole cost and expense,  such
replacements, restorations, renewals or repairs, in quality equivalent or better
than the original  work,  as may be required to so maintain  the same,  ordinary
wear and tear only  excepted.  Tenant,  however,  shall  make no  structural  or
interior  alterations,   additions  or  improvements  to  the  Premises  without
Landlord's prior written consent, and any work performed by Tenant shall be done
in good and workmanlike  manner, and so as not to disturb or inconvenience other
tenants  in the  Building.  Tenant  shall not at any time  permit any work to be
performed on the Premises except by duly licensed contractors or artisans,  each
of whom must  carry  general  public  liability  insurance  in form and  content
satisfactory to the Landlord, certificates of which shall be furnished Landlord.
At no time  may  Tenant  do any work  that  results  in a claim of lien  against
Landlord. All alterations, additions or improvements (including, but not limited
to, floor covering, wall covering,  wall and ceiling lighting fixtures,  carpet,
drapes and drapery  hardware)  made or  installed  by Tenant or by Landlord  for
Tenant's benefit to the Premises, shall become the property of Landlord upon the
termination or earlier expiration of this Lease.  Landlord reserves the right to
require Tenant, at Tenant's expense, (i) to remove any improvements or additions
made to the Premises by Tenant,  or by Landlord for Tenant's  benefit,  upon the
expiration or earlier  termination of this Lease;  and (ii) to repair all injury
done by or in connection with  installation  or removal of said  improvements or
additions.  Tenant further agrees to do so prior to the expiration  date of this
Lease, or within thirty (30) days after notice from Landlord, whichever shall be
later,  provided that Landlord  gives such notice no later than thirty (30) days
prior to the expiration date of this Lease.

      If  the  sprinkler  system  as  installed  in the  Building  or any of its
appliances  shall be damaged or injured or not in proper working order by reason
of any act or omission  of the Tenant,  Tenant's  agents,  servants,  employees,
licensees  or  visitors,  the Tenant  shall  forthwith  restore the same to good
working conditions at its own expense. If the Board of Fire Underwriters of Fire
Insurance Exchange or any bureau, department or official of the state, county or
city  government,   require  or  recommend  that  any  changes,   modifications,
alterations or additional sprinkler heads or other equipment be made or supplied
by reason  of the  Tenant's  business,  or the  location  of  partitions,  trade
fixtures,   or  other  contents  of  the  Premises,  or  if  any  such  changes,
modifications, alterations, additional sprinkler heads or other equipment become
necessary  to prevent  the  imposition  of a penalty or charge  against the full
allowance  for a sprinkler  system in the fire  insurance  rate as fixed by said
Exchange,  or by any fire  insurance  company,  Tenant  shall,  at the  Tenant's
expense,  promptly  make and supply such  changes,  modifications,  alterations,
additional sprinkler heads or other equipment.


                                      E-46
<PAGE>

                                                                   Exhibit 10.17

      Tenant shall not overload the floors,  nor shall Tenant  install any heavy
business  machines or any safes or heavy  equipment  of any kind  without  prior
written consent of Landlord, which if granted, may be conditioned upon moving by
skilled licensed handlers,  and installation and maintenance at Tenant's expense
of special reinforcings and settings adequate to carry the additional weight and
to absorb and prevent noise and vibration.

                            6.0 REPAIRS BY LANDLORD

      Landlord shall have no duty to Tenant to make any repairs or  improvements
to the Premises  except such repairs as may be deemed  necessary by Landlord for
normal  maintenance   operations  of  the  Building's   plumbing,   heating  and
air-conditioning and electrical systems,  Building parking lots and grounds, and
such structural  repairs necessary for safety and tenantability and then only if
not  brought  about by any act or neglect of Tenant,  its agents,  employees  or
visitors.  Tenant  agrees to report  immediately  in  writing  to  Landlord  any
defective  condition in or about the Premises known to Tenant,  and a failure to
so report  shall make  Tenant  liable to  Landlord  for any expense or damage to
Landlord resulting from such defective condition.  Landlord shall have the right
of full access to the  Premises  (including  entry by use of master key) to make
repairs without reduction or abatement of rent.

                        7.0 INSURANCE AND INSURANCE RATES

      Landlord shall carry fire,  casualty and liability  insurance insuring its
interest in the Building and the Premises. Tenant shall carry fire, casualty and
liability insurance insuring its interest,  if any, in improvements to or in the
Premises and its interest in its office furniture, equipment, supplies and other
property.  Tenant  hereby  waives any claim or right of action which it may have
against  Landlord  for loss or damage  covered  by such  insurance,  and  Tenant
covenants  and  agrees  that it will  obtain a waiver  from the  carrier of such
insurance  releasing  such  carrier's  subrogation  rights as against  Landlord.
Tenant shall maintain a comprehensive  liability  policy covering loss to person
or property  (a) in the amount of One Million  and No/100  Dollars  ($1,000,000)
bodily injury per person, and One Hundred Thousand and No/100 Dollars ($100,000)
property  damage,  or (b) in the  amount of Three  Million  and  No/100  Dollars
($3,000,000)  single limit for bodily injury and property damage.  Such policies
shall name Landlord as an insured.  Tenant shall furnish  Landlord a certificate
of insurance  indicating (a) current coverage during the term of this Lease, and
(b) a  provision  requiring a thirty  (30) day prior  notice to the  Landlord of
cancellation.

      Tenant  shall not do or cause to be done or permit on the  Premises  or in
the Building anything deemed extrahazardous on account of fire, and Tenant shall
not use the  Premises or the Building in any manner which will cause an increase
in the  premium  rate for any  insurance  in  effect on the  Building  or a part
thereof.  If, because of anything done by Tenant,  the premium rate for any kind
of  insurance  in effect on the  Building or any part  thereof  shall be raised,
Tenant  shall  pay  Landlord  the  amount of any such  increase  in  premium  in
accordance  with the  provisions  of this Lease.  If Landlord  shall demand that
Tenant  remedy the  condition  which  caused any such  increase in an  insurance
premium  rate,  Tenant  shall remedy such  condition  within five (5) days after
receipt of such demand.

                           8.0 FIRE OR OTHER CASUALTY

      In the event that  before or during the term of this Lease,  the  Premises
shall be damaged by fire or other casualty which in the opinion of Landlord does
not render the Premises or a part thereof  untenantable  Landlord  will,  at its
option  (subject to the other  provisions of this Section 8.0),  repair the same
with  reasonable  dispatch  upon  receipt of written  notice of the damage  from
Tenant, and there shall be no abatement of the rent.

      In the event that before or during the term of this Lease the  Premises or
the Building  shall be damaged by fire or other casualty which in the opinion of
the Landlord  renders the Building,  the Premises or any part of the Building or
Premises  untenantable,  Landlord within twenty (20) days of notice of such fire
or  casualty  or of  receipt  of  written  notice  from  Tenant  of such  damage
(whichever  shall last occur) shall have the right to and shall either (i) serve
written notice upon Tenant of Landlord's intent to repair said damage or (ii) if
in Landlord's  opinion said damage  renders so much of either of the Premises or
of the Building  untenantable that repair would not be advisable,  serve written
notice  upon Tenant that this Lease is  terminated.  If Landlord  shall elect to
terminate this Lease aforesaid,  such termination shall be effective immediately
upon  service of such notice by Landlord  upon Tenant if the term shall not have
commenced  or on the date  specified  in such notice if during the term.  In the


                                      E-47
<PAGE>

                                                                   Exhibit 10.17

event of such  termination the rent shall be apportioned and paid up to the time
of such fire or other casualty if the Premises are rendered wholly  untenantable
as  aforesaid  by such fire or other  casualty  or up to the  specified  date of
termination if the Premises are not rendered wholly untenantable by such fire or
other  casualty.  Any  obligation of Tenant to Landlord for any sum of money due
under any  provisions of this Lease shall survive any such  termination  of this
Lease by Landlord.  If, on the other hand,  Landlord  shall elect to repair such
damage, such repairs shall be commenced within forty-five (45) days of notice to
Tenant of such  election and the  Landlord  shall  diligently  proceed with such
restoration,  however,  Landlord's  obligation  to  repair or  rebuild  shall be
limited to the availability of insurance  proceeds.  During the period of repair
the total amount of the rent  provided for in Article 2.0 of this Lease shall be
reduced to an amount  which in  Landlord's  opinion  bears the same ratio to the
rent  provided  for in said  Article  2.0 as the  portion of the  Premises  then
available for use bears to the entire Premises.  Upon completion of such repair,
the rent shall thereafter be paid as if no fire or other casualty had occurred.

      Notwithstanding the foregoing, in the event that before or during the term
of this Lease the  Premises  or the  Building  shall be damaged by fire or other
casualty  which  shall  have  been  occasioned  by the act of  Tenant  or of its
servants,  agents,  visitors,  invitees  or  licensees,  (i)  there  shall be no
apportionment  or abatement of the rent and, (ii) Landlord  shall have the right
but shall have no obligation  to repair the Premises or the Building,  and (iii)
Tenant shall reimburse and compensate Landlord within five (5) days of rendition
of any statements to Tenant by Landlord for any expenditures made by Landlord in
making any such  repairs.  Any such  actions  shall be without  prejudice to any
other  rights and  remedies of Landlord  and without  prejudice to any rights of
subrogation of any insurer of Landlord.

      The other provisions of this Article 8.0  notwithstanding,  Landlord shall
have no  obligation  to replace or repair any property in the Building or on the
Premises  belonging to Tenant or to anyone claiming through or under Tenant, nor
shall Landlord have any  obligation  hereunder to replace or repair any property
on the Premises which Landlord may require Tenant to remove from the Premises.

                          9.0 WAIVER OF CERTAIN CLAIMS

      The Tenant,  to the extent permitted by law, waives all claims it may have
against the Landlord, and against the Landlord's agents and employees for damage
to person or property sustained by the Tenant or by any occupant of the Premises
or by any other person, resulting from any part of the Property or any equipment
or  appurtenances  becoming out of repair,  or resulting from any accident in or
about the Property or resulting  directly or indirectly  from any act or neglect
of any tenant or  occupant of any part of the  Property or of any other  person,
unless such damage is a result of the negligence or  contributory  negligence of
Landlord, or Landlord's agents or employees.  If any damage results from any act
or neglect of the Tenant,  the Landlord may, at the  Landlord's  option,  repair
such damage and the Tenant shall thereupon pay to the Landlord the total cost of
such repair.  All personal  property  belonging to the Tenant or any occupant of
the  Premises  that is in or on any part of the  Property  shall be there at the
risk of the Tenant or of such other person only,  and the  Landlord,  its agents
and  employees  shall not be liable for any  damage  thereto or for the theft or
misappropriation  thereof  unless such damage,  theft or  misappropriation  is a
result of the  negligence or  contributory  negligence of Landlord or Landlord's
agents or  employees.  The Tenant  agrees to hold the  Landlord  harmless and to
indemnify the Landlord  against claims and liability for injuries to all persons
and for damage to or loss of property occurring in or about the Property, due to
any act of negligence  or default under this Lease by the Tenant,  its agents or
employees.

      To the  extent  that the Tenant  carries  hazard  insurance  on any of its
property in the  Premises  and to the extent that the  Landlord  carries  hazard
insurance on the Property, each policy of insurance shall contain (if obtainable
from the  insurer  selected by the Tenant or the  Landlord,  as the case may be,
without additional  expense) a provision waiving  subrogation  against the other
party to this  Lease.  If such  provision  can be  obtained  only at  additional
expense,  the obligation to obtain such provision shall be effective only if the
other party, on notice shall pay the amount of such additional expense.  Each of
the parties  hereto  releases the other with respect to any liability  which the
other may have for any damage by fire or other  casualty  with  respect to which
the party  against whom such release is claimed  shall be insured under a policy
or policies of insurance containing such provision waiving subrogation.

                                  10.0 PARKING

      Landlord  shall have the right to change  the area,  level,  location  and
arrangement  of and  number of parking  areas,  as well as the number of parking
spaces,  and  to  restrict  parking  areas  with  a view  toward  improving  the
convenience  and use thereof by the Tenant,  its  customers and  employees.  The


                                      E-48
<PAGE>

                                                                   Exhibit 10.17

Landlord presently  provides a total of five hundred  seventy-five (575) parking
spaces for this Building.  Based on the Tenant's proportionate share of space in
the  Building  of two  percent  (2%) (the same  proportionate  share as found in
Article 2.02.01 OPERATING  EXPENSES and Article 2.02.02 REAL ESTATE TAXES),  the
Tenant is entitled to two percent (2%) of the parking spaces,  which  percentage
shall  increase  in direct  proportion  to any  additional  space  leased by the
Tenant.

      Subject to the other  provisions  of this  Lease,  Tenant  shall have free
non-exclusive  use of parking  facilities,  driveways  and  islands  for Tenant,
Tenant's  employees,  Tenant's business invitees and Tenant's agents. Such areas
for  non-exclusive  parking  spaces  shall serve all tenants,  their  employees,
business invitees and agents.  (Tenant shall, upon written notice from Landlord,
within five (5) days, furnish Landlord, or its authorized agent, the state motor
vehicle  license  number  assigned to each of its motor vehicles to be parked on
the Property and the motor vehicle of all of its employees to be employed on the
Premises).  Tenant shall not at any time park any truck or delivery  vehicles in
any parking areas or driveways,  except as  specifically  designated by Landlord
from time to time, and shall confine all truck parking, loading and unloading to
times and  locations  specifically  designated  by  Landlord  from time to time.
Tenant  shall  require  all trucks  servicing  Tenant to be  promptly  loaded or
unloaded and removed from the Property.  Tenant  covenants and agrees to enforce
the provisions of this Lease against Tenant's  employees and business  invitees.
Landlord  shall  have the  right,  but not the  obligation:  (a) to police  said
parking facilities,  (b) to provide parking attendants,  (c) to change the area,
level,  location and  arrangement  of parking areas,  (d) to cause  unauthorized
motor  vehicles  to be towed  away at the sole risk and  expense of the owner of
such motor  vehicles,  (e) to provide for such  exclusive  use as  Landlord  may
determine  from time to time, for the exclusive use of the  handicapped,  and/or
for the  exclusive  use of  visitors,  (f) to use  any  portion  of the  parking
facilities  from time to time and/or to deny access to the same  temporarily  to
repair,  maintain or restore such facilities or to construct improvements under,
over,  along,  across and upon the same for the benefit of the  Property  and to
grant easements therein to public and quasi-public authorities, and (g) to adopt
and modify from time to time rules and  regulations  for  parking  and  ingress,
egress,  speed, no parking,  no standing,  and for times and places for move in,
move out and deliveries.

                              11.0 RIGHT OF ENTRY

      Landlord  shall have the right to enter and to grant licenses to enter the
Premises  at any  time and for  such  lengths  of time as  Landlord  shall  deem
reasonable  without  reduction or abatement of rent (a) to inspect the Premises,
(b) to  exhibit  the  Premises  to  prospective  tenants  or  purchasers  of the
Building, (c) to make alterations or repairs to the Premises or the Building and
to  temporarily  store  materials,  tools and equipment for such  alterations or
repairs for any purpose which  Landlord  shall deem  necessary for the operation
and  maintenance  of the  Building  and the  general  welfare and comfort of its
tenants.

      Landlord  shall have the right to enter and to grant licenses to enter the
Premises  at any  time and for  such  lengths  of time as  Landlord  shall  deem
reasonable  without  reduction  or  abatement  of rent for the  purposes  (a) of
removing  from the  Premises  any  placards,  signs,  fixtures,  alterations  or
additions not permitted by this agreement or by the Rules and  Regulations,  (b)
of abating  any  condition  which  constitutes  a violation  of any  covenant or
condition  of  this  Lease  or of  the  Rules  and  Regulations,  and  (c) of an
emergency.  No such  entry by  Landlord  shall  in any  manner  affect  Tenant's
obligations  and covenants  under this Lease,  and no such entry shall of itself
render Landlord liable for any loss of or damage to the property of Tenant.

               12.0 QUIET ENJOYMENT; SUBORDINATION AND ATTORNMENT

      If Tenant  promptly and punctually  complies with each of its  obligations
hereunder,  it shall  peacefully  have and enjoy the  possession of the Premises
during the term hereof. No action of Landlord in other space in the Building, or
in repairing or restoring the leased space, however, shall be deemed a breach of
this covenant,  or give Tenant any right to modify this Lease either as to term,
rent payable, or other obligations to perform.

      This Lease is and shall  continue  to be subject  and  subordinate  to any
mortgages or deeds of trust which may now or hereafter  cover or affect the land
on which the  Building is  constructed  or the  Building,  and to all  renewals,
modifications, consolidations, replacements and extensions of any such mortgages
or deeds of trust. This clause shall be self-operative and no further instrument
of subordination shall be required.  At any time and from time to time, however,
Tenant  shall  execute  within five (5) days after  receipt any  certificate  in
confirmation of such subordination that Landlord may request.


                                      E-49
<PAGE>

                                                                   Exhibit 10.17

      If any such mortgage or deed of trust is terminated  or  foreclosed,  this
Lease (at the  option  of the  purchaser  at such  foreclosure  sale)  shall not
terminate, nor be terminable by Tenant by reason of such foreclosure, and Tenant
shall, if requested, attorn to the purchaser at such foreclosure sale.

                                  13.0 DEFAULT

      13.01  Any one of the  following  events  shall  constitute  an  "Event of
Default:"

      1. if Tenant shall fail to pay any monthly installment of Annual Rent, any
Additional  Rent or any other sum  payable by the Tenant when such sum is due in
accordance with the terms of this Lease; or

      2. if Tenant  shall fail to keep or  perform  or abide by any other  term,
condition,  covenant or agreement of this Lease (whether or not specified herein
as an Event of  Default)  or of the  Rules  and  Regulations  now in  effect  or
hereafter  adopted and such default shall continue for a period of ten (10) days
after notice to Tenant of such default; or

      3. if (a)  Tenant  (or,  if Tenant is a  partnership,  if any  partner  in
Tenant)  shall  file a petition  in  bankruptcy  or consent to any other  action
seeking any such judicial decree or shall make any assignment for the benefit of
its creditors or shall admit in writing its inability to pay its debts generally
as they become due or if (b) any court of competent  jurisdiction  shall enter a
decree or order  approving a petition filed against it or appointing any trustee
or receiver for Tenant or if any person  shall file a petition  for  involuntary
bankruptcy  against Tenant and such  appointment or petition shall not be stayed
or vacated within sixty (60) days or entry thereof; or

      4. if Tenant's  interest in this lease or the Premises  shall be subjected
to any attachment,  levy or sale pursuant to any order or decree entered against
Tenant in any legal  proceeding  and such  order or decree  shall not be vacated
within fifteen (15) days of entry thereof; or

      5.  the  Premises  are  deserted,   vacated,  or  not  used  regularly  or
consistently as would normally be expected for similar  premises put to the same
or similar  purposes,  even  though the Tenant  continues  to pay all rental and
charges provided for herein.

      13.02 If there is an "Event of  Default,"  Landlord,  without  declaring a
termination  of  the  Lease  (which  right  is,  however,   unconditionally  and
absolutely reserved) may at its sole election exercise any one or more or all of
the  following  remedies,  in addition to any other  remedies  Landlord may have
under this Lease or at law or in equity:

      1.  Landlord may re-enter the Premises and correct or repair any condition
which  shall  constitute  a failure  on  Tenant's  part to keep or  perform  any
covenant of this Lease or the Rules and Regulations,  and Tenant shall reimburse
Landlord any expenditure made to make such correction or repair.

      2. Landlord may, without terminating this Lease, demand that Tenant vacate
the  Premises and remove all property  belonging to Tenant,  and Landlord  shall
have the right to re-enter  and take  possession  of the  Premises  without such
entry  and  possession  relieving  the  Tenant,  in whole  or in part,  from the
Tenant's  obligation  to pay the rent  due  hereunder  for the full  term of the
Lease.  Any and all property  which may be removed from the Premises by Landlord
pursuant to this section or at law, to which  Tenant is or may be entitled,  may
be handled,  removed or stored by landlord at risk,  cost and expense of Tenant,
and Landlord shall in no event be  responsible  for the value,  preservation  or
safekeeping  thereof.  Tenant  shall pay to  Landlord  upon  demand  any and all
expenses  incurred  in  such  removal  and  all  storage  charges  against  such
properties  so long as the  same  shall  be in  Landlord's  possession  or under
Landlord's  control.  Tenant agrees that to the fullest extent  permitted by law
any such  property of Tenant not retaken  from storage by Tenant  within  thirty
(30) days after the end of the term, however  terminated,  may be disposed of by
Landlord  in any manner  whatsoever,  including  without  limitation,  the sale,
scrapping  of and/or  destruction  thereof  without  any further  obligation  to
Tenant, and Tenant shall pay to Landlord promptly on demand reasonable  expenses
of such disposal.

      3. Landlord may at any time, without terminating this Lease,  re-enter the
Premises and remove therefrom Tenant and all property  belonging to or placed on
the Premises by Tenant.


                                      E-50
<PAGE>

                                                                   Exhibit 10.17

      4. Landlord without  terminating this Lease may re-let the Premises at any
rental as the Landlord in its sole  discretion  deems advisable and Tenant shall
pay all costs of such  re-letting,  including  but not limited to, any necessary
alterations,  repairs, and the difference, if any, between the rent collected by
any subsequent tenant and the rental provided under this Lease.

      5. The Landlord may elect to terminate this Lease.  In such event,  Tenant
shall remain liable to Landlord for damages,  due and payable monthly on the day
rent would have been payable hereunder,  and in the amount equal to the rent and
any other  amounts  which would have been owing by Tenant for the balance of the
term of the lease, had this Lease not been terminated, less the net proceeds, if
any, of any re-letting of the Premises by Landlord,  after  deducting all of the
Landlord's costs associated with the termination of the Lease (including but not
limited to legal expenses and attorneys'  fees), and the cost to repair or alter
the Premises  incurred in connection or in any way related to the termination of
this Lease, eviction of Tenant and such re-letting.

      6.  Landlord  may  recover  from  Tenant  all  costs  associated  with the
termination of this Lease or other remedial measures herein provided or provided
by law,  including but not limited to, legal expenses and  attorneys'  fees, the
cost to repair or alter the  Premises,  and all loss of rents the  Landlord  may
incur by reason of such termination.

      7.  Landlord may declare the entire  amount of rent  calculated on current
rent being paid by Tenant and  Additional  Rent which in  Landlord's  reasonable
determination  would become due and payable  during the remainder of the term of
the Lease,  discounted  to present  value by using a  reasonable  discount  rate
selected by Landlord,  to be due and payable  immediately.  Upon acceleration of
such amounts,  Tenant agrees to pay the same at once, together with all rent and
other amounts  theretofore due, at Landlord's  address as provided herein.  Such
payment  shall not  constitute  a penalty  or  forfeiture  but shall  constitute
liquidated  damages for Tenant's failure to comply with the terms and provisions
of this Lease (Landlord and Tenant  agreeing that  Landlord's  actual damages in
such an event are impossible to ascertain and that the amount set forth above is
a reasonable estimate thereof).

      13.03 In the event of any re-entry of the Premises by Landlord pursuant to
any of the provisions of this Lease, Tenant hereby waives all claims for damages
which may be caused by such re-entry by Landlord, and Tenant shall save Landlord
harmless from any loss, cost (including legal expenses and reasonable attorneys'
fees) or  damages  suffered  by  Landlord  by reason of such  re-entry.  No such
re-entry shall be considered or construed to be a forcible entry.

      13.04 No course of dealing between Landlord and Tenant or any delay on the
part of  Landlord  in  exercising  any rights it may have under this Lease shall
operate as a waiver of any of the rights of  Landlord  hereunder,  nor shall any
waiver of a prior  default  operate  as a waiver of any  subsequent  default  or
defaults.  No express  waiver  shall  affect any  condition,  covenant,  rule or
regulation other than the one specified in such waiver and that one only for the
time and in the manner specifically stated.

      13.05 The exercise by Landlord of any one or more of the remedies provided
in this Lease shall not prevent the  subsequent  exercise by Landlord of any one
or more of the other remedies  herein  provided or provided by law. All remedies
provided for in this Lease are  cumulative and may, at the election of Landlord,
be  exercised  alternatively,  successively  or in any other  manner  and are in
addition to any other rights provided by law.

      13.06 Landlord,  to the fullest extent permitted by law, shall have a lien
on and the Tenant  hereby  grants  Landlord a  security  interest  in all of the
equipment,  wares,  chattels,  fixtures,  furniture and other property of Tenant
which may be in or upon the  Premises,  the  Building  or the  Property.  Tenant
hereby specifically,  to the fullest extent permitted by law, waives any and all
exemptions  allowed by law, and such lien and security  interest may be enforced
upon the nonpayment of any installment of rent,  Additional Rent or other moneys
due and payable  hereunder by the taking and selling of such property subject to
at least fifteen (15) days advance written notice,  or such lien may be enforced
in any lawful manner at the option of Landlord.

      13.07  Tenant  shall pay upon  demand all  Landlord's  costs,  charges and
expenses, including the fees of counsel, agents and others retained by Landlord,
incurred in enforcing its  obligations  hereunder or incurred by Landlord in any
litigation,  negotiation or transaction  which Tenant causes  Landlord,  without
Landlord's fault to become involved or concerned.

                             14.0 NO ESTATE IN LAND


                                      E-51
<PAGE>

                                                                   Exhibit 10.17

      This Lease shall  create  only the  relationship  of  landlord  and tenant
between Landlord and Tenant.

                    15.0 INVALIDITY OF PARTICULAR PROVISIONS

      If any clause or provision of this Lease is or becomes  illegal,  invalid,
or unenforceable  because of present or future laws or any rule or regulation of
any governmental body or entity, effective during its term, the intention of the
parties  hereto is that the remaining  parts of this Lease shall not be affected
thereby  unless  such  invalidity  is, in the sole  determination  of  Landlord,
essential to the rights of both parties,  in which event  Landlord has the right
to terminate this Lease on written notice to Tenant.

                            16.0 SUBSTITUTE PREMISES

      The Landlord shall have the right at any time during the term hereof, upon
giving Tenant not less than sixty (60) days prior written notice, to provide and
furnish Tenant with space  elsewhere in the Building of  approximately  the same
size as the Premises and remove and place Tenant in such space, with Landlord to
pay all  reasonable  costs and expenses  incurred as a result of such removal of
Tenant. Should Tenant refuse to permit Landlord to move Tenant to such new space
at the end of said  sixty  (60) day  period,  Landlord  shall  have the right to
cancel and  terminate  this Lease  effective  ninety  (90) days from the date of
original  notification by Landlord.  If Landlord moves Tenant to such new space,
this Lease and each and all of its terms,  covenants and conditions shall remain
in full force and effect,  subject however, to the adjustment of rent to account
for any difference in square  footage,  with such adjustment to be made on a per
square foot basis.

                     17.0 TENANT'S PERSONAL PROPERTY TAXES

      Tenant shall pay prior to the  delinquency  all taxes assessed  against or
levied upon its  occupancy of the Premises,  or upon the fixtures,  furnishings,
equipment  and all other  personal  property of Tenant  located in the Premises.
Tenant shall cause said  fixtures,  furnishings,  equipment  and other  personal
property to be assessed and billed separately from the property of Landlord.  In
the event any or all of  Tenant's  fixtures,  furnishings,  equipment  and other
personal  property,  shall be assessed  and taxed as the  property of  Landlord,
Tenant  shall pay to Landlord its share of such taxes within ten (10) days after
delivery  to Tenant by  Landlord of a  statement  in writing  setting  forth the
amount of such taxes applicable to Tenant's fixtures, furnishings,  equipment or
personal property.

                           18.0 NOTICES AND CONSENTS

      All notices,  demands,  requests,  consents or approvals  which may or are
required to be given by either  party to the other shall be in writing and shall
be deemed given when sent by United States Certified or Registered Mail,  Return
Receipt  Requested,  postage  prepaid,  (a) if for the Tenant,  addressed to the
Tenant at the  Building,  or at such  other  place as the Tenant my from time to
time  designate  by  written  notice to the  Landlord,  or (b) if the  Landlord,
addressed  to the office of the  Landlord at 2000  Regency  Parkway,  Suite 110,
Cary,  North Carolina  27511,  with a copy to Landlord's  attorney  addressed to
Womble Carlyle Sandridge & Rice, P.L.L.C.,  Attention:  Mr. Bill Matthews, P. O.
Box 831,  Raleigh,  North Carolina 27602, or at such other place as the Landlord
may from time to time designate by written notice to the Tenant. All consent and
approvals  provided  for  herein  must be in  writing  to be valid.  If the term
"Tenant"  as used in this  Lease  refers to more than one  person,  any  notice,
consent,  approval,  requests, bill, demand or statement,  given as aforesaid to
any one of such persons shall be deemed to have been duly given to Tenant.

      Except as  specifically  provided in this Lease,  Tenant hereby  expressly
waives the service of  intention  to  terminate  this Lease or to  re-enter  the
Premises  and  waives  the  service  of any  demand  for  payment of rent or for
possession  and waives the services of any other notice or demand  prescribed by
any statute or other law.

                               19.0 CONDEMNATION


                                      E-52
<PAGE>

                                                                   Exhibit 10.17

      19.01 If the whole or more than twenty-five  percent (25%) of the Building
shall  be  taken  by  condemnation,  this  Lease  shall  terminate  on the  date
possession of the Building is required to be surrendered  to the condemnor,  and
rent payable hereunder shall be prorated through such date.

      19.02 If less than  twenty-five  percent  (25%) of the  Building  shall be
taken  by  condemnation,  this  Lease  shall,  at the  option  of the  Landlord,
terminate  only as to the part of the Premises so taken,  but shall  continue in
full  force as to the  part of the  Premises  not  taken.  In the  event of such
partial taking and the continuance of this Lease for the part not so taken, then
Landlord  shall,  at its cost and  expense,  forthwith  repair and  restore  the
Building  to as nearly as possible  their  condition  immediately  prior to such
taking.  Notwithstanding  the above,  Landlord's  obligation to restore shall be
limited to the  availability of any  condemnation  awards.  From the date of the
surrender of possession  to the  condemnor to the date of the  completion of the
repairs and restoration of the portion of the Building not so taken, there shall
be no abatement  of the rent,  except for the portion of the  Premises,  if any,
that shall not be usable for Tenant's business.

      19.03 After the repairs and restoration have been completed  following the
partial taking,  the rent for the unexpired term shall not be reduced unless the
particular  taking includes a part of the Premises and, in such event,  the rent
for the unexpired  term shall be reduced by that portion which the area so taken
shall bear to the entire area of the Premises immediately prior to such taking.

      19.04  Tenant  agrees that if the  Premises or any part  thereof  shall be
taken by condemnation, Tenant shall have no claim against the Landlord and shall
not have any claim or right to any  portion of the amount that may be awarded as
damages or paid as a result of such condemnation.

                            20.0 ASSIGNMENT-SUBLEASE

      Tenant shall not,  without the prior written consent of Landlord,  assign,
hypothecate,   encumber  or  otherwise  transfer  this  Lease  or  any  interest
hereunder,  or sublet the Premises or any part thereof, or permit the use of the
Premises by any party other than Tenant.

      If Tenant  desires to sublease  the Premises or any part  thereof,  Tenant
shall  submit to Landlord a written  request for the consent of Landlord to such
subletting,  which request shall be  accompanied  by the name and address of the
proposed subtenant, a description  identifying the space to be sublet, a copy of
the fully  executed  sublease  conditioned  only upon approval of Landlord,  the
nature and character of the business of the proposed subtenant, and its proposed
use of the Premises, current financial information on the proposed subtenant and
such other information as Landlord may request.

      Consent to any assignment or sublease shall not be unreasonably  withheld.
The Tenant acknowledges that Landlord is entitled to withhold its consent in the
event the nature and  character  of the  business of the  proposed  tenant,  its
proposed use of the Premises or the financial  condition of the proposed  tenant
is  objectionable  or  unsatisfactory  to Landlord.  Any Landlord  consent to an
assignment  or  sublease  shall  not  nullify  this  provision,  and  all  later
assignments  or subleases  shall be made  likewise  only after the prior written
consent of Landlord is obtained in each  instance.  Unless  otherwise  expressly
agreed to by Landlord in writing,  no  sublease or  assignment  by Tenant  shall
relieve Tenant of any liability  hereunder.  Tenant acknowledges and agrees that
Landlord may condition  its consent to any proposed  assignment or sublease upon
the  agreement of Tenant to pay to Landlord  the excess,  if any, of the rentals
and other charges to be paid by Tenant's  assignee or sublessee  under the terms
and provisions of such proposed  assignment or sublease over the Annual Rent and
Additional  Rent and other  charges to be paid by Tenant to Landlord  hereunder.
The occupancy of the Premises by any successor firm of the Tenant or by any firm
into which or with which the Tenant may become merged or  consolidated  shall be
deemed an  assignment  of this  Lease  requiring  the prior  written  consent of
Landlord.  Notwithstanding  the  giving  by  Landlord  of  its  consent  to  any
assignment  or  sublease  with  respect to the  Premises,  no such  assignee  or
sublessee may exercise any expansion  option,  right of first refusal option, or
renewal  option under this Lease except in  accordance  with a separate  written
agreement entered into directly between such assignee of sublessee and Landlord.

      In no  event  shall  Tenant  (1)  advertise  or  publicize  in any way the
availability of all or part of the Premises without the prior written consent of
the Landlord,  or (2) advertise or publicize the Premises for subletting whether
through a broker, agent,  representative or otherwise at a rental rate less than
that for which  space in the  Building is being  offered  for rent by  Landlord.
Tenant agrees to pay to Landlord,  on demand,  all reasonable  costs  (including
attorneys'  fees) incurred by Landlord in connection  with any request by Tenant
for Landlord's consent to any assignment or subletting.


                                      E-53
<PAGE>

                                                                   Exhibit 10.17

      Landlord may assign this Lease to any construction or permanent  mortgagee
("Mortgagee") of the Property as additional security for the payment of any loan
thereby  secured.  If the Tenant  shall have  received  notice from  Landlord or
Mortgagee of any such assignment, Tenant shall thereafter give written notice of
any breach or failure of  performance  by Landlord under this Lease to Mortgagee
and allow  Mortgagee a reasonable  period of time to remedy the same. Any breach
or failure of performance by Landlord  hereunder  shall not constitute a default
as between Landlord and Tenant until such notice shall have been given.

      Landlord,  or its  successors  and  assigns,  may  assign  this Lease to a
subsequent  purchaser  of the  Property  without the consent or approval of this
Tenant, assignee or sublessee.

                               21.0 HOLDING OVER

      In the event Tenant  remains in possession  of the Premises  subsequent to
the  expiration  or other  termination  of this  Lease  and  without  regard  to
Landlord's  acquiescence  or consent,  Tenant shall pay as liquidated  damages a
monthly  rent  double  the  monthly  rent  payable  immediately  prior  to  such
expiration or termination of the Lease for the duration of such period.  No such
payment (or the acceptance  thereof) shall in any way constitute a waiver of the
right of the  Landlord  to  dispossess  the Tenant  and  recover  possession  or
exercise  any other  remedy  herein  provided.  If such holding over is with the
Landlord's consent, the Tenant shall be a tenant on a month-to-month basis which
tenancy shall be terminated  absolutely and without remedy upon thirty (30) days
written notice of such intent by either party. There shall be no renewal of this
Lease by operation of law.

                           22.0 RULES AND REGULATIONS

      The Rules and  Regulations  in regard to the Building  attached  hereto as
Exhibit F and all rules and  regulations  which Landlord may hereafter from time
to time adopt and  promulgate for the government and management of said Building
(provided  all such rules and  regulations  are  applicable  to all tenants) are
hereby made a part of this Lease and shall during the said Term be in all things
observed  and  performed by the Tenant and by the  Tenant's  clerks,  employees,
servants and agents.  Tenant does hereby accept and agree to abide by and uphold
the Rules  and  Regulations  as shown in  Exhibit  F.  Insofar  as the  attached
standard Rules and Regulations  conflict with any of the terms and provisions of
this Lease Agreement, the terms and provisions of the Lease shall control.

                          23.0 TIME IS OF THE ESSENCE

      Time is of the essence of this Agreement.

                           24.0 ESTOPPEL CERTIFICATES

      Within five (5) days after  request  therefor by Landlord or any mortgagee
of the Property or any prospective  purchaser of the Premises,  Tenant agrees to
execute and deliver,  in  recordable  form, at any time or from time to time, an
estoppel  certificate  addressed  to any  mortgagee  or  proposed  mortgagee  or
purchaser, of the Building, or addressed to the Landlord, certifying (if such be
the case) that this  Lease is  unmodified  and in full force and effect  (and if
there have been any  modifications  that the same is in full force and effect as
modified  and stating said  modifications);  stating that there are no defenses,
defaults,  or offsets  against the  enforcement  of this Lease or stating  those
claimed by Tenant;  stating that rent has  commenced to accrue,  and that Tenant
has accepted and is occupying  the  Premises;  stating the date to which rentals
and other  charges are paid;  and as to mortgagees  or  prospective  mortgagees,
agreeing  that in the event  the  mortgagee  becomes  owner of the  Premises  or
exercises an assignment of rents granted  mortgagee by the Landlord,  the Tenant
will  accept  and  attorn  to the  mortgagee  or to a party  designated  by said
mortgagee as its direct  tenant,  and that the mortgagee will not be bound by or
responsible  for any rents paid in advance to Landlord or offsets against Tenant
or any prior defaults of the Tenant and that thereafter all notices  required or
permitted under the Lease be given to Landlord shall thereafter be given to said
mortgagee. Such certificates shall also include such other information as may be
reasonably required by any mortgagee.


                                      E-54
<PAGE>

                                                                   Exhibit 10.17

               25.0 EVENTS BEYOND CONTROL OF LANDLORD AND TENANT

      Landlord  and/or  Tenant  shall be excused for the period of any delay and
shall not be deemed in default  with  respect to the  performance  of any of the
terms, covenants, and conditions of this Lease when prevented from so doing by a
cause or causes  beyond  the  Landlord  and/or  Tenant's  control,  which  shall
include,  without limitation,  all labor disputes,  governmental  regulations or
controls, fire or other casualty,  inability to obtain any material or services,
acts of God, or any other cause,  except the obligation of the Tenant under this
Lease to make prompt  payment to Landlord of the rental  payments  and all other
charges due hereunder.

                                   26.0 SIGNS

      Tenant may not erect,  install or display any sign or advertising material
upon the Premises and Building,  the walls  thereof,  of in any window  therein,
without prior written consent of Landlord.  Landlord shall furnish,  install and
maintain a building directory at a convenient  location in the lobby listing the
name of Tenant and the room number of Tenant's entrance office and shall furnish
and install any approved sign for Tenant,  the cost of which shall be charged to
the Tenant.

      The Tenant  shall not use the name  "REGENCY  PARK" or its logo unless the
Landlord should grant its prior written consent thereto.

                                 27.0 BROKERAGE

      Tenant represents and warrants that it has dealt with no broker,  agent or
other person in connection with this  transaction  and that no broker,  agent or
other  person   brought  about  this   transaction,   other  than  REGENCY  PARK
CORPORATION.  Tenant  agrees to indemnify  and hold  Landlord  harmless from and
against  any  claims by any  other  broker,  agent or other  person  claiming  a
commission or other form of  compensation  by virtue of having dealt with Tenant
with regard to this leasing  transaction.  The  provisions of this section shall
survive the termination of this Lease.

                           28.0 RECORDATION OF LEASE

      The Tenant will not record this  Lease.  Upon the request of either  party
hereto,  the other party will join in the execution of a Memorandum of Lease for
the purposes of recordation in the Office of the Register of Deeds, Wake County,
North  Carolina.  The Memorandum will be approved as to form by the Landlord and
will describe only the parties, the Premises,  the term and any options to renew
the term.

                          29.0 GOVERNMENTAL COMPLIANCE

      Tenant covenants and agrees to make use of the Premises in accordance with
all municipal, county, state and federal laws, rules and regulations, including,
but  not  limited  to  environmental  laws,  rules  and  regulations,   and  all
permitting,   licensing  and  other  governmental  approvals  now  or  hereafter
implemented. Tenant further covenants and agrees neither to cause nor permit any
hazardous  or toxic waste or  materials  (as defined by state and federal  laws,
rules and  regulations)  to be stored at or upon the Premises,  the Building and
Property nor to cause nor permit any such material or waste to be disposed of at
the  Premises or under or within the  Building  and  Property.  Tenant will hold
Landlord harmless for all costs, expenses,  fines, charges (including attorneys'
and  engineers'  fees and charges)  incurred by Landlord as a direct or indirect
expense caused by the breach of this Article by Tenant,  its  employees,  agents
and  invitees,  and  further  covenants  and agrees  to, at all  times,  include
specific  coverage  to  such  effect  as a part  of  Tenant's  public  liability
insurance coverage.

                            30.0 HAZARDOUS MATERIALS

      Tenant shall not (either with or without  negligence)  cause or permit the
escape,  disposal or release of any  biologically or chemically  active or other
hazardous substances or materials.  Tenant shall not allow the storage or use of
such  substances  or  materials  in any manner not  sanctioned  by law or by the


                                      E-55
<PAGE>

highest  standards  prevailing  in the  industry for the storage and use of such
substances  or  materials,  nor allow to be brought  onto the  Property any such
materials  or  substances  except  to use in the  ordinary  course  of  Tenant's
business,  and then  only  after  written  notice  is given to  Landlord  of the
identity  of  such  substances  or  materials.  Without  limitation,   hazardous
substances  and materials  shall include  those  described in the  Comprehensive
Environmental  Response  Compensation and Liability Act of 1980, as amended,  42
U.S.C.  Section  9601 et  seq.,  any  applicable  state  or  local  laws and the
regulations adopted under these acts. If any lender or governmental agency shall
ever require  testing to ascertain  whether or not there has been any release of
hazardous  materials,  then the reasonable  costs thereof shall be reimbursed by
Tenant to Landlord upon demand as additional charges if such requirement applies
to the Premises. In addition,  Tenant shall execute affidavits,  representations
and the like from time to time at Landlord's  request  concerning  Tenant's best
knowledge and belief regarding the presence of hazardous substances or materials
on the Premises.  In all events,  Tenant shall indemnify  Landlord in the manner
elsewhere provided in this Lease from any release of hazardous  materials on the
Premises  occurring  while  Tenant is in  possession,  or elsewhere if caused by
Tenant or persons acting under Tenant.  The within  covenants  shall survive the
expiration or earlier termination of the Lease term.

                               31.0 COMMON AREAS

      Tenant shall have the right, together with other tenants and occupants and
invitees,  to the  non-exclusive  use of the  sidewalks,  driveways,  stairways,
halls,  lobbies,  elevators and passages in the Building and on the Property for
reasonable  ingress to and egress  from the  Premises  and for no other  purpose
subject to the other provisions of this Lease,  including,  without  limitation,
the Rules and Regulations set forth in Exhibit F.

                                32.0 POSSESSION

      On the expiration or other  termination of the term of this Lease,  Tenant
shall quit and  surrender to Landlord the Premises,  broom clean,  in good order
and condition,  ordinary wear and tear excepted,  and Tenant shall remove all of
its property except as provided in Article 5. Tenant's obligation to observe and
perform this covenant shall survive the expiration and other  termination of the
term of this Lease.

                               33.0 MISCELLANEOUS

      a. The words  "Landlord" and "Tenant"  wherever used in the Lease shall be
construed to mean plural where necessary,  and the necessary grammatical changes
required  to  make  the  provisions  hereof  apply  either  to  corporations  or
individuals,  either  men or women,  shall in all cases be  assumed as though in
each case fully expressed.

      b. Each  provision  hereof shall extend to and shall bind and inure to the
benefit   of   Landlord   and   Tenant  and  their   respective   heirs,   legal
representatives, assessors and assigns.

      c.  Submission of this  instrument for  examination  does not constitute a
reservation  of or option  for the  Premises.  The  instrument  does not  become
effective as a Lease or otherwise  until executed and delivered by both Landlord
and Tenant.

      d. The headings of sections are for  convenience  only and do not limit or
construe the contents of the sections.

      e. Should any mortgagee  require a modification or  modifications  of this
Lease,  which  modification or modifications  will not bring about any increased
cost or  expense  to Tenant or in any way  substantially  change  the rights and
obligations of Tenant  hereunder,  then in such event,  Tenant agrees to execute
such an amendment.

      f. The laws of the State of North  Carolina  shall  govern  the  validity,
performance and enforcement of this Lease.

      g. This Lease  contains  the entire  agreement of the parties in regard to
the Premises.  There are no oral  agreements  existing  between them,  and there
shall be no oral  changes.  Neither  Landlord nor any agent of Landlord has made
any  representations,  warranties or promises with respect to the Premises,  the
Building or the Property,  or the use of any  amenities or facilities  except as
expressly set forth herein. Any agreement hereafter made shall be ineffective to
change,  waive,  modify,  discharge or  terminate  the Lease in whole or in part


                                      E-56
<PAGE>

                                                                   Exhibit 10.17

unless  such  agreement  is in  writing  and  signed by the party  against  whom
enforcement  of the change,  waiver,  modification,  discharge or termination is
sought.

      h. The shareholders,  directors and officers of Landlord (collectively the
"Parties")  shall not be liable for the  performance  of Landlord's  obligations
under this Lease.  Tenant  shall look  solely to Landlord to enforce  Landlord's
obligations  hereunder  and shall not seek any  damages  against the rest of the
parties. A liability of Landlord for Landlord's  obligations of this Lease shall
not  exceed  and  shall be  limited  to a value of  Landlord's  interest  in the
Property,  and  Tenant  shall not look to the  property  or assets of any of the
Parties in seeking either to enforce  Landlord's  obligations under the Lease or
to satisfy a judgment for Landlord's failure to perform as such obligation.

      Exhibits  A, B, C, D, E, F and G  consisting  of  eleven  (11)  pages  are
attached hereto and become part of this Lease.

      IN WITNESS  WHEREOF,  Landlord  and Tenant  have  respectively  signed and
sealed this Lease in duplicate as the day and year first above written.

                                           REGENCY PARK CORPORATION
                                           Landlord

(CORPORATE SEAL)                           By:
                                              ----------------------------------
                                               Vice President/Treasurer

ATTEST:


--------------------------
Assistant Secretary

                                           LEVEL 8 SYSTEMS, INC.
                                           Tenant

(CORPORATE SEAL)                           By:
                                              ----------------------------------
                                           Title:
                                                 -------------------------------

ATTEST:


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


                                      E-57
<PAGE>

                                                                   Exhibit 10.17

                                   EXHIBIT C
                                   ---------

                           TENANT FIT-UP - SCHEDULE 1

Landlord shall provide at Landlord's sole cost the following tenant finish work:
Clean  Premises of all debris,  shampoo all carpets,  and provide new signage on
the entry door to the suite.

                                   EXHIBIT C
                                   ---------

                                   SCHEDULE 2

                               SATELLITE ANTENNA

Landlord and Tenant agree to the following:

Tenant will provide  Landlord with a  specification  for its Satellite  Antenna.
Once specifics  including,  but not limited to size,  circumference,  weight and
installation  specifications are reviewed by Landlord,  and Landlord's Engineers
and  Architects,  Landlord  and the Town of Cary will either  approve or request
additional  information  for  further  review.  There will be no charge for this
service.

Tenant  shall  have the  right,  subject  to  Landlord's  and the Town of Cary's
consent (Landlord's consent not unreasonably  withheld,  conditioned or delayed)
to have the Landlord install a satellite  antenna on the roof of the Building in
a location,  size, color and weight  satisfactory to Landlord,  the Town of Cary
and Tenant. Tenant shall not be charged any rent for space taken by the antenna.

Prior  to  installation,   Tenant  shall  submit  to  Landlord   elevations  and
specifications  for the rooftop  unit. If approved,  Landlord  shall install the
antenna at Tenant's sole expense and Tenant shall be responsible  for any damage
caused by its installation and/or removal or temporary removal. The Tenant shall
be  responsible  for all the costs  for the  removal  or  temporary  removal  of
satellite  antenna  or  rooftop  unit.  At the  expiration  of the  Lease,  such
Satellite Antenna shall be removed by the Landlord at the Tenant's expense.

Any cost to remove the rooftop  unit during the term of the Lease  caused by the
need of Landlord to repair the roof shall be borne solely by Tenant.

Contracts for the installation and the removal of the Satellite Antenna shall be
held by the Landlord with (a) contractor(s) jointly approved by the Landlord and
the Tenant.


                                      E-58
<PAGE>

                                                                   Exhibit 10.17

                                   EXHIBIT D
                                   ---------

                         COMMENCEMENT DATE VERIFICATION

NORTH CAROLINA

WAKE COUNTY

      THIS   COMMENCEMENT   DATE   VERIFICATION,   dated   this   _____  day  of
________________,  2003, and entered into between  REGENCY PARK  CORPORATION,  a
North Carolina corporation,  as Landlord,  and  ____________________________,  a
_____________ corporation, the Tenant.

                              W I T N E S S E T H:

      WHEREAS,  the parties  hereto  entered into that certain  Lease  Agreement
dated the ____ day of _________________, 2003; and

      WHEREAS,  the parties hereto are desirous of establishing the Commencement
Date of the Lease term provided for in said Lease Agreement.

      NOW,  THEREFORE,  the  parties  hereto do hereby  mutually  agree that the
Commencement  Date of the  hereinabove  referred  to  Lease  is the  ____ day of
______________, 2003.

      IN TESTIMONY WHEREOF, the parties hereto have caused this instrument to be
executed the date first hereinabove set out.

                                           REGENCY PARK CORPORATION
                                           Landlord

(CORPORATE SEAL)

                                           By:
                                              ----------------------------------
                                                Vice President/Treasurer

ATTEST:


--------------------------
Assistant Secretary

                                           LEVEL 8 SYSTEMS, INC.
                                           Tenant

(CORPORATE SEAL)

                                           By:
                                              ----------------------------------
                                           Title:
                                                 -------------------------------

ATTEST:


--------------------------
           Secretary
-----------


                                      E-59
<PAGE>

                                                                   Exhibit 10.17

                                   EXHIBIT E
                                   ---------

                               OPERATING EXPENSES

      "Operating  Expenses"  shall mean those items of cost and expenses paid or
incurred by, or on behalf of,  Landlord  for  ownership  security,  maintenance,
repair,  management or operation of the Building,  adjacent sidewalks,  the land
upon which the Building is located,  and the personal  property of Landlord used
in the  operation of the Building as determined  in  accordance  with  generally
accepted principles of sound management consistently applied, which are properly
chargeable to the operation of the Building, including but not limited to:

1.Landscaping  and  grounds  maintenance  costs and  expenses,  including  those
attributable to the care and upkeep of the common areas of Regency Park required
of Property Owners;

2.Costs and expenses of redecorating,  painting,  and carpeting the common areas
of the Building and Property;  provided,  however,  that, except as specified in
Item 6 hereof,  the cost of structural  changes to the Building  which should be
capitalized  in  accordance  with  sound  accounting  principles  shall  not  be
allocated or charged to the Premises without Tenant's approval;

3.Costs of all repairs, alterations, additions, changes, replacements, and other
items required by any law or governmental  regulation  imposed after the date of
this Lease,  regardless of whether such costs, when incurred,  are classified as
capital expenditures;

4.Costs  of  wages  and  salaries  of all  persons  engaged  in  the  operation,
maintenance,  repair,  and  security  of the  Building  and  the  Property,  and
so-called  fringe  benefits,   including  social  security  taxes,  unemployment
insurance taxes, costs for providing coverage for disability  benefits,  cost of
any pensions, hospitalization, welfare or retirement plans, or any other similar
or like expense  incurred  under the  provisions  of any  collective  bargaining
agreement,  costs of uniforms, and all other costs or expenses that the Landlord
pays to or on behalf of employees engaged in the operation, maintenance, repair,
and security of the Building and the Property;

5.Legal and accounting expenses, including, but not limited to, such expenses as
relate to seeking or obtaining  reductions in and/or  refunds of real estate tax
taxes;

6.Amortization,  with interest, of capital expenditures for capital improvements
made  by  Landlord   after   completion  of  the  Building  where  such  capital
improvements are for the purpose of, or result in, reducing Operating  Expenses;
provided,  however,  that  payments by Landlord of interest and principal on any
mortgage or similar instrument secured by the Property or the Building shall not
be included in Operating Expenses;

7.Landlord's  insurance costs and expenses for all types of insurance carried by
Landlord with respect to the Building and Property;

8.Such other  expenses paid by Landlord,  from time to time, in connection  with
the  operation  and  maintenance  of the  Building  and the Property as would be
expected  to be paid by a  reasonable  and  prudent  operator  and  manager of a
building and site comparable to the Building and the Property;

9.All costs of special services rendered to particular  tenants of the Building,
which are paid by such tenants, shall not be included in Operating Expenses; and

10. The operating costs for the Regency Park Fitness Center. This Fitness Center
is for the benefit of all tenants of the Landlord and the operating  costs shall
be proportionately shared by tenants of the Landlord.

                                   EXHIBIT F
                                   ---------

                             RULES AND REGULATIONS

      1. The sidewalks and entry passages shall not be obstructed by Tenants, or
used by them for any purpose other than those of ingress and egress.  The floors
and  skylights  and windows  that  reflect or admit light into any place in said


                                      E-60
<PAGE>

Building  shall not be covered or obstructed  by Tenants.  The water closets and
other water  apparatus  shall not be used for any other  purpose  than those for
which they were  constructed  and no sweepings,  rubbish,  or other  obstructing
substances  shall  be  thrown  therein.  Any  damage  resulting  to  them  or to
associated systems, from misuse, shall be borne by Tenants who, or whose clerks,
agents, or servants shall cause it.

      2. No Tenant shall do or permit to be done in said  Premises,  or bring or
keep  anything  therein,  which  shall  in any  way  increase  the  rate of fire
insurance  on said  Building,  or on  property  kept  therein,  or  obstruct  or
interfere  with the rights of other  tenants or in any way injure or annoy them,
or conflict with the laws relating to fires, or with the regulations of the Fire
Department,  or any  part  thereof,  or  conflict  with  any of  the  rules  and
ordinances  of the Board of Health.  Tenants,  their clerks and  servants  shall
maintain  order in the Building,  shall not make or permit any improper noise in
the Building or interfere in any way with other Tenants or those having business
with them.  Nothing shall be thrown by Tenants,  their clerks or servants out of
the windows or doors,  or down the  passages or skylights  of the  Building.  No
rooms shall be occupied or used as sleeping or lodging  apartments  at any time.
No part of the Building shall be used or in any way  appropriated  for gambling,
immoral or other unlawful practices, and no intoxicating liquor or liquors shall
be sold in said Building.

      3.  Tenants  shall not employ any persons  other than the  janitors of the
Landlord  (who will be provided with pass keys into the offices) for the purpose
of cleaning or taking charge of said Premises.  It is understood and agreed that
the  Landlord  shall not be  responsible  to any Tenant for any loss of property
from rental premises, however occurring, or for any damage done to the furniture
or other effects of any Tenant by the janitor or any of its employees.

      4. No animals,  birds,  bicycles or other vehicles, or other obstructions,
other than those which are  necessitated  by an employee or invitee  disability,
shall be allowed in the offices, halls, corridors, elevators or elsewhere in the
Building.

      5. No painting  shall be done,  nor shall any  alterations be made, to any
part of the Building by putting up or changing any partitions, doors or windows,
nor  shall  there be any  nailing,  boring  or  screwing  into the  woodwork  or
plastering,  nor shall any  connection  be made to the electric  wires or gas or
electric  fixtures,  without  the  consent in writing  on each  occasion  of the
Landlord or its agent, which consent shall be not be reasonably withheld. Tenant
must replace and/or repair any  alternations to conditions of the Premises prior
to such alternations,  including but not limited to, the hanging of pictures and
coathangers.  All glass, locks and trimmings in or upon the doors and windows of
the Building shall be kept whole and, when any part thereof shall be broken, the
same  shall be  immediately  replaced  or  repaired  and put in order  under the
direction and to the satisfaction of Landlord,  or its agents, and shall be left
whole and in good  repair.  Tenants  shall not  injure,  overload  or deface the
Building and Premises, woodwork or walls of the Premises and Building, nor carry
on upon  the  Premises  or in the  Building  any  noisome,  noxious,  noisy,  or
offensive business.

      6. Not more  than two keys for each  Premises  will be  furnished  without
charge.  No  additional  locks or latches shall be put upon any door without the
written  consent of  Landlord.  Tenants,  at  termination  of their lease of the
Premises, shall return to Landlord all keys to doors and entry to Building.

      7.  Landlord in all cases  retains the power to  prescribe  the weight and
position of iron safes or other heavy articles.  Tenants must make  arrangements
with the  Superintendent  of the Building  when the elevator is required for the
purpose of the carrying of any kind of freight.

      8. Tenants shall not (without the  Landlord's  written  consent) put up or
operate any steam engine, boiler, machinery or stove upon the Premises, or carry
on any mechanical  business thereon,  or do any cooking thereon, or use or allow
to be used in the demised  Premises oil, burning fluids,  camphene,  gasoline or
kerosene for heating, warming, or lighting. No article deemed extra hazardous on
account  of fire and no  explosives  shall be  brought  into said  Premises.  No
offensive gases or liquids will be permitted.

      9. If  Tenants  desire  blinds  or  window  covering  of any kind over the
windows,  other  than what may be  provided  by  Landlord,  they must be of such
shape,  color,  and  materials as may be  prescribed  by Landlord,  and shall be
erected with Landlord's  consent and at the expense of said Tenants.  No awnings
shall be placed on said Building.

      10. If Tenants  require wiring for a business  machine,  or a bell or buzz
system,  such wiring shall be done by the  Electrician of the Building only, and
no outside  wiring  men shall be  allowed to do work of this kind  unless by the
written  permission  of  Landlord  or its  representatives.  If  telegraphic  or
telephonic service is desired,  the wiring for same shall be done as directed by
the Electrician of the Building or by some other employee of Landlord who may be
instructed  by the  Superintendent  of the  Building to supervise  same,  and no


                                      E-61
<PAGE>

                                                                   Exhibit 10.17

boring or cutting for wiring  shall be done  unless  approved by Landlord or its
representatives  as stated.  The electric current shall not be used for power or
heating unless  written  permission to do so shall first have been obtained from
Landlord, or its representatives in writing and at an agreed cost to Tenants.

      11. Landlord reserves all vending rights. Request for such service will be
made to Landlord.

      12.  Landlord  shall  have  the  right  to make  such  other  and  further
reasonable  rules and  regulations  as in its  judgment may from time to time be
needful for the safety,  care,  and  cleanliness  of the  Premises,  and for the
preservation  of good order  therein and the same shall be kept and  observed by
the Tenants, their agents, clerks, servants or employees.

      13.  Anyone  wishing to smoke must do so either on their own  Premises  or
outside the  Building.  We will provide an ash urn at a  designated  area of the
Building  and would ask that special care be taken by those who wish to smoke in
keeping these areas clean.

      14. The Tenant agrees to the  foregoing  Rules and  Regulations  which are
hereby  made a part of this  Lease,  and each of them,  and agrees that for such
persistent  infraction  of them,  or any of them,  as may in the  opinion of the
Landlord  be  calculated  to annoy or disturb the quiet  enjoyment  of any other
Tenant, or interfere with the proper operation of the Building, the Landlord may
declare a forfeiture and cancellation of the  accompanying  Lease and may demand
possession of the demised Premises upon one week's notice.

      15. The Landlord  reserves the right to close the Building  after  regular
working  hours and on legal  holidays  subject,  however,  to Tenant's  right of
admittance,  under such  reasonable  regulations  as Landlord may prescribe from
time to time, which may include by way of example,  but not of limitation,  that
persons entering or leaving the Building identify  themselves by registration or
otherwise  and that  such  persons  establish  the  right to enter or leave  the
Building.

                                   EXHIBIT G
                                   ---------

                        FURNITURE AND FIXTURE INVENTORY


                                      E-62