<PAGE>



                             811 BARTON

                            OFFICE LEASE

                               BETWEEN

                           STEVE R. SCOTT

                                 AND

                     UNISON SOFTWARE TEXAS, INC.

                         DATED MAY 31, 1997


<PAGE>

                          TABLE OF CONTENTS


Article 1     Premises and Term                                        1

Article 2     Base Rent                                                1

Article 3     Additional Rent                                          1

Article 4     Commencement of Term                                     3

Article 5     Condition of Premises                                    3

Article 6     Use and Rules                                            4

Article 7     Services and Utilities                                   4

Article 8     Alterations and Liens                                    5

Article 9     Repairs                                                  6

Article 10    Casualty Damage                                          7

Article 11    Insurance, Subrogation, and Waiver of Claims             8

Article 12    Condemnation                                             9

Article 13    Return of Possession                                     9

Article 14    Holding Over                                            10

Article 15    No Waiver                                               10

Article 16    Attorneys' Fees                                         10

Article 17    Personal Property Taxes, Rent Taxes and Other Taxes     10

Article 18    Reasonable Approvals                                    11

Article 19    Subordination, Attornment and Mortgagee Protection      11

Article 20    Estoppel Certificate                                    11

Article 21    Assignment and Subletting                               12

Article 22    Rights Reserved by Landlord                             14

Article 23    Landlord's Remedies                                     15

Article 24    Landlord's Default                                      17

Article 25    Captions, Definitions and Severability                  17

Article 26    Conveyance by Landlord and Liability                    20

Article 27    Indemnification                                         21

Article 28    Safety and Security Devices, Services and Programs      21

Article 29    Communications and Computer Lines                       21


                                     i
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Article 30    Hazardous Materials                                     22

Article 31    Miscellaneous                                           23

Article 32    Right to Relocate                                       24

Article 33    Offer                                                   24

Article 34    Notices                                                 24

Article 35    Real Estate Brokers                                     25

Article 36    Security Deposit                                        25

Article 37    Entire Agreement                                        25

Certificate (If Tenant is a Corporation)                              26

Exhibit A     Description of Land                                     27

Exhibit B     Floor Plan                                              28

Rider One     Rules                                                   29

Rider Two     Base Rent                                               34

Rider Three   Leasehold Improvements Agreement                        35

Rider Four    Parking Agreement                                       36


                                    ii
<PAGE>



                               811 BARTON
                              OFFICE LEASE

    THIS LEASE is made as of the 31st day of May, 1997 between STEVE R. 
SCOTT, 811 Barton Springs Road #101, Austin, Texas 78704 ("Landlord", as 
further defined in Article 25.05) and UNISON SOFTWARE TEXAS, INC., a Texas 
corporation, whose address is 811 Barton Springs Road #611, Austin, Texas 
78704 ("Tenant" as further defined in Article 25.05).

                             WITNESSETH:

                              ARTICLE 1
                          PREMISES AND TERM

    Landlord hereby leases to Tenant and Tenant hereby leases from Landlord 
that certain space known as Suites 511 and 611 ("Premises") described or 
shown on Exhibit "B" attached hereto, in the building known as 811 Barton 
Springs Road, Austin, Texas 78704 ("Property", as further described in 
Article 25.10), subject to the provisions herein contained for general office 
use.

    The term ("Term") of this Lease shall commence on the 16th day of July, 
1997 ("Commencement Date"), and end on the 31st day of July, 2003 
("Expiration Date"), unless sooner terminated as provided herein.  The 
Commencement Date shall be subject to adjustment as provided in Article 4.  
Landlord and Tenant agree that for purposes of this Lease the rentable area 
of the Premises is 28,288 square feet.

                              ARTICLE 2
                              BASE RENT

    Tenant shall pay Landlord monthly Base Rent as set forth in Rider Two in 
advance on or before the first day of each calendar month during the Term, 
except that Base Rent for the first full calendar month for which Base Rent 
shall be due shall be paid when Tenant executes this Lease.  If the Term 
commences on a day other than the first day of a calendar month, or ends on a 
day other than the last day of a calendar month, then the Base Rent for such 
month shall be prorated on the basis of 1/30th of the monthly Base Rent for 
each day of such month.

                              ARTICLE 3
                           ADDITIONAL RENT

    3.01  OPERATING EXPENSES.  In the event the Operating Expenses (as 
defined in Article 25.08) of the Landlord upon the building of which the 
Leased Premises are a part shall, in any calendar year during Tenant's 
occupancy, exceed the sum of $6.75 per rentable square foot ("Expense Stop"), 
Tenant agrees to pay as additional rental Tenant's pro rata share of the 
excess Operating Expenses. The excess Operating Expense shall be defined as 
the difference between the actual operating expenses for a given calendar 
year and the Expense Stop, the difference of which shall be prorated for any 
partial calendar year in which the Tenant occupies the Leased Premises and/or 
vacates the Leased Premises by Lease termination. The terms "Operating 
Expenses" and "Tenant's Pro Rata Share" shall have the meanings specified 
therefor in Article 25.15.

    3.02  MANNER OF PAYMENT.  Operating Expenses shall be paid in the 
following manner:

         (A)  Landlord may reasonably estimate in advance the amount Tenant 
shall owe for Operating Expenses for any full or partial calendar year of the 
Term.  In such event, Tenant shall pay such estimated amounts, on a monthly 
basis, on or before the first day of each calendar month, together with 
Tenant's payment of Base Rent.  Such estimate may be reasonably adjusted from 
time to time by Landlord.

         (B)  Within 120 days after the end of each calendar year, or as soon 
thereafter as practicable, Landlord shall provide a statement (the 
"Statement") to Tenant showing (a) the amount of actual Operating Expenses 
for such calendar year, with a listing of amounts for major categories of 
Operating Expenses, (b) any amount paid by Tenant towards Operating Expenses 
during such calendar year on an estimated basis, and (c) any revised estimate 
of Tenant's obligations for Operating Expenses for the current calendar year.


<PAGE>

         (C)  If the Statement shows that Tenant's estimated payments were 
less than Tenant's actual obligations for Operating Expenses for such year, 
Tenant shall pay the difference.  If the Statement shows an increase in 
Tenant's estimated payments for the current calendar year, Tenant shall pay 
the difference between the new and former estimates, for the period from 
January 1 of the current calendar year through the month in which the 
Statement is sent.  Tenant shall make such payments within thirty (30) days 
after Landlord sends the Statement.

         (D)  If the Statement shows that Tenant's estimated payments 
exceeded Tenant's actual obligations for Operating Expenses, Tenant shall 
receive a credit for the difference against payments of Rent (as defined in 
Article 25.11) next due.  If the Term shall have expired and no further Rent 
shall be due, Tenant shall receive a refund of such difference, within thirty 
(30) days after Landlord sends the Statement.

         (E)  So long as Tenant's obligations hereunder are not materially 
adversely affected thereby, Landlord reserves the right to reasonably change, 
from time to time, the manner or timing of the foregoing payments.  No delay 
by Landlord in providing the Statement shall be deemed a default by Landlord 
or a waiver of Landlord's right to require payment of Tenant's obligations 
for actual or estimated Operating Expenses.  In no event shall a decrease in 
Operating Expenses below the Expense Stop ever decrease the monthly Base 
Rent, or give rise to a credit in favor of Tenant.

    3.03  PRORATION.  If the Term commences other than on January 1, or ends 
other than on December 31, Tenant's obligations to pay estimated and actual 
amounts toward Operating Expenses for such first or final calendar years 
shall be prorated to reflect the portion of such years included in the Term.  
Such proration shall be made by multiplying the total estimated or actual (as 
the case may be) Operating Expenses for such calendar year by a fraction, the 
numerator of which shall be the number of days of the Term during such 
calendar year, and the denominator of which shall be 365.

    3.04  LANDLORD'S RECORDS.  Landlord shall maintain records respecting 
Operating Expenses and determine the same in accordance with generally 
accepted accounting and management practices, consistently applied.  Although 
this Lease contemplates the computation of Operating Expenses on a cash 
basis, Landlord shall make reasonable and appropriate accrual adjustments to 
ensure that each calendar year includes substantially the same recurring 
items. Landlord reserves the right to change to a full accrual system of 
accounting so long as the same is consistently applied and Tenant's 
obligations are not materially adversely affected.  Tenant or its 
representative shall have the right to examine such records upon reasonable 
prior notice specifying such records Tenant desires to examine, during normal 
business hours at the place or places where such records are normally kept, 
by sending such notice no later than forty-five (45) days following the 
furnishing of the Statement.  Tenant may take exception to matters included 
in Operating Expenses, or Landlord's computation of Tenant's Pro Rata Share 
of either, by sending notice specifying such exception and the reasons 
therefor to Landlord no later than twenty (20) days after Landlord makes such 
records available for examination. Such Statement shall be considered final, 
except as to matters to which exception is taken after examination of 
Landlord's records in the foregoing manner and within the foregoing times.  
Tenant acknowledges that Landlord's ability to budget and incur expenses 
depends on the finality of such Statement, and accordingly agrees that time 
is of the essence of this Paragraph.  If Tenant takes exception to any matter 
contained in the Statement as provided herein, Landlord shall refer the 
matter to an independent certified public accountant, whose certification as 
to the proper amount shall be final and conclusive as between Landlord and 
Tenant. Tenant shall promptly pay the cost of such certification unless such 
certification determines that Tenant was overbilled by more than two percent 
(2%).  Pending resolution of any such exceptions in the foregoing manner, 
Tenant shall continue paying Tenant's Pro Rata Share of Operating Expenses in 
the amounts determined by Landlord, subject to  adjustment after any such 
exceptions are so resolved.

    3.05  RENT AND OTHER CHARGES.   Base Rent, Taxes (as defined in Article 
25.13),  Operating Expenses, and any other amounts which Tenant is or becomes 
obligated to pay Landlord under this Lease or other agreement entered in 
connection herewith, are sometimes herein referred to collectively as "Rent", 
and all remedies applicable to the nonpayment of Rent shall be applicable


                                                       --------     ---------
                                                       Tenant       Landlord

                                      2
<PAGE>

thereto.  Rent shall be paid at any office maintained by Landlord or its 
agent at the Property, or at such other place as Landlord may designate.

                              ARTICLE 4
                        COMMENCEMENT OF TERM

    The Commencement Date set forth in Article 1 shall be delayed and Rent 
shall be abated to the extent that Landlord fails: (i) to substantially 
complete any improvements to the Premises required to be performed by 
Landlord under any separate agreement signed by both parties, or (ii) to 
deliver possession of the Premises for any other reason, including but not 
limited to holding over by prior occupants, except to the extent that Tenant, 
its contractors, agents or employees in any way contribute to either such 
failures. If Landlord so fails for a ninety (90) day initial grace period, or 
such additional time as may be necessary due to fire or other casualty, 
strikes, lockouts or other labor troubles, shortages of equipment or 
materials, governmental requirements, power shortages or outages, acts or 
omissions of Tenant or other Persons (as defined in Article 25.09), or other 
causes beyond Landlord's reasonable control, Tenant shall have the right to 
terminate this Lease by written notice to Landlord any time thereafter up 
until Landlord substantially completes any such improvements and delivers the 
Premises to Tenant.  Any such delay in the Commencement Date shall not 
subject Landlord to liability for loss or damage resulting therefrom, and 
Tenant's sole recourse with respect thereto shall be the abatement of Rent 
and right to terminate this Lease described above.  Upon any such 
termination, Landlord and Tenant shall be entirely relieved of their 
obligations hereunder, and any Security Deposit (as defined in Article 35) 
and Rent payments shall be returned to Tenant.  If the Commencement Date is 
delayed, the Expiration Date shall not be similarly extended, unless Landlord 
shall so elect (in which case, the parties shall confirm the same in 
writing).  During any period that Tenant shall be permitted to enter the 
Premises prior to the Commencement Date other than to occupy the same (e.g., 
to perform alterations or improvements), Tenant shall comply with all terms 
and provisions of this Lease, except those provisions requiring the payment 
of Rent. If Tenant shall be permitted to enter the Premises prior to the 
Commencement Date for the purpose of occupying the same, Rent shall commence 
on such date, and if Tenant shall commence occupying only a portion of the 
Premises prior to the Commencement Date, Rent shall be prorated based on the 
number of rentable square feet occupied by Tenant.  Landlord shall permit 
early entry, provided the Premises are legally available and Landlord has 
completed any work required under this Lease or any separate agreement 
entered in connection herewith.

                              ARTICLE 5
                        CONDITION OF PREMISES

    Tenant has inspected the Premises, Property, Systems and Equipment (as 
defined in Article 25.12), or has had an opportunity to do so, and agrees to 
accept the same "as is" without any agreements, representations, 
understandings or obligations on the part of Landlord to perform any 
alterations, repairs or improvements, except as expressly provided in any 
separate agreement that may be signed by the parties.  Such improvements, if 
applicable, are set forth in Rider Three of this Lease Agreement.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      3
<PAGE>

                                 ARTICLE 6
                               USE AND RULES

    Tenant shall use the Premises for offices and no other purpose 
whatsoever, in compliance with all applicable Laws (as defined in Article 
25.06), and without disturbing or interfering with any other tenant or 
occupant of the Property.  Tenant shall not use the Premises in any manner so 
as to cause a cancellation of Landlord's insurance policies, or an increase 
in the premiums thereunder. Tenant shall comply with all rules set forth in 
Rider One attached hereto (the "Rules").  Landlord shall have the right to 
reasonably amend such Rules and supplement the same with other reasonable 
Rules (not expressly inconsistent with this Lease) relating to the Property, 
or the promotion of safety, care, cleanliness or good order therein, and all 
such amendments or new Rules shall be binding upon Tenant after five (5) days 
notice thereof to Tenant. All Rules shall be applied on a nondiscriminatory 
basis, but nothing herein shall be construed to give Tenant or any other 
Person any claim, demand or cause of action against Landlord arising out of 
the violation of such Rules by any other tenant, occupant, or visitor of the 
Property, or out of the enforcement or waiver of the Rules by Landlord in any 
particular instance.

                               ARTICLE 7
                        SERVICES AND UTILITIES

    Landlord shall provide the following services and utilities (the cost of 
which shall be included in Operating Expenses unless otherwise stated herein 
or in any separate rider hereto):

         (A)  Electricity for standard office lighting fixtures, and 
equipment and accessories customary for offices (up to 280 hours per month) 
where: (1) the connected electrical load of all of the same does not exceed 
an average of 4 watts per square foot of the Premises (or such lesser amount 
as may be available, based on the safe and lawful capacity of the existing 
electrical circuit(s) and facilities serving the Premises), (2) the 
electricity will be at nominal 120 volts, single phase (or 110 volts, 
depending on available service in the Building, as defined in Article 25.01), 
and (3) the safe and lawful capacity of the existing electrical circuit(s) 
serving the Premises is not exceeded.

         (B)  Heat and air conditioning to provide a temperature required, in 
Landlord's reasonable opinion and in accordance with applicable Law, for 
occupancy of the Premises under normal business operations, from 7:00 a.m. 
until 7:00 p.m. Monday through Friday, and 7:00 a.m. to 3:00 p.m. on 
Saturdays, except on Holidays (as defined in Article 25.04 and Rider One).  
Landlord shall not be responsible for inadequate air conditioning or 
ventilation to the extent the same occurs because Tenant uses any item of 
equipment consuming more than 500 watts at rated capacity without providing 
adequate air conditioning and ventilation therefor.  Any heat or air 
conditioning requested after hours will be at extra cost to Tenant at $25.00 
per hour.  The hourly fee will increase periodically by the percentage 
increase that is billed Landlord in excess of the rates billed Landlord on 
January 1, 1997.

         (C)  Water for drinking, lavatory and toilet purposes at those 
points of supply provided for nonexclusive general use of other tenants at 
the Property.

         (D)  Customary office cleaning and trash removal service Monday 
through Friday or Sunday through Thursday in and about the Premises.

         (E)  Operatorless passenger elevator service (if the Property has 
such equipment serving the Premises) and freight elevator service (if the 
Property has such equipment serving the Premises, and subject to scheduling 
by Landlord) in common with Landlord and other tenants and their contractors, 
agents and visitors.

         (F)  Landlord shall seek to provide such extra utilities or services 
as Tenant may from time to time request, if the same are reasonable and 
feasible for Landlord to provide and do not involve modifications or 
additions to the Property or existing Systems and Equipment, and if Landlord 
shall receive Tenant's request within a reasonable period prior to the time 
such extra utilities or services are required.  Landlord may comply with 
written or oral requests by any officer


                                                       --------     ---------
                                                       Tenant       Landlord

                                      4
<PAGE>

or employee of Tenant, unless Tenant shall notify Landlord of, or Landlord 
shall request, the names of authorized individuals (up to three (3) for each 
floor on which the Premises are located) and procedures for written requests. 
Tenant shall, for such extra utilities or services, pay such charges as 
Landlord shall from time to time reasonably establish.  All charges for such 
extra utilities or services shall be due at the same time as the installment 
of Base Rent with which the same are billed, or if billed separately, shall 
be due within twenty (20) days after such billing.

    Landlord may install and operate meters or any other reasonable system 
for monitoring or estimating any services or utilities used by Tenant in 
excess of those required to be provided by Landlord under this Article 
(including a system for Landlord's engineer to reasonably estimate any such 
excess usage).  If such system indicates such excess services or utilities, 
Tenant shall pay Landlord's reasonable charges for installing and operating 
such system and any supplementary air conditioning, ventilation, heat, 
electrical or other systems or equipment (or adjustments or modifications to 
the existing Systems and Equipment), and Landlord's reasonable charges for 
such amount of excess services or utilities used by Tenant.

    Landlord does not warrant that any services or utilities shall be free 
from shortages, failures, variations, or interruptions caused by repairs, 
maintenance, replacements, improvements, alterations, changes of service, 
strikes, lockouts, labor controversies, accidents, inability to obtain 
services, fuel, steam, water or supplies, governmental requirements or 
requests, or other causes beyond Landlord's reasonable control.  None of the 
same shall be deemed an eviction or disturbance of Tenant's use and 
possession of the Premises or any part thereof, or render Landlord liable to 
Tenant for abatement of Rent, or relieve Tenant from performance of Tenant's 
obligations under this Lease.  Landlord in no event shall be liable for 
damages by reason of loss of profits, business interruption or other 
consequential damages.

                              ARTICLE 8
                        ALTERATIONS AND LIENS

    Tenant shall make no additions, changes, alterations or improvements 
("Work") to the Premises or the Systems and Equipment pertaining to the 
Premises without the prior written consent of Landlord.  Landlord may impose 
reasonable requirements as a condition of such consent, including without 
limitation the submission of plans and specifications for Landlord's prior 
written approval, obtaining necessary permits, posting bonds, obtaining 
insurance, prior approval of contractors, subcontractors and suppliers, prior 
receipt of copies of all contracts and subcontracts, contractor and 
subcontractor lien waivers, affidavits listing all contractors, 
subcontractors and suppliers, use of union labor (if Landlord uses union 
labor), affidavits from engineers acceptable to Landlord stating that the 
Work will not adversely affect the Systems and Equipment or the structure of 
the Property, and requirements as to the manner and times in which such Work 
shall be done.  All Work shall be performed in a good and workmanlike manner 
and all materials used shall be of a quality comparable to or better than 
those in the Premises and Property and shall be in accordance with plans and 
specifications approved by Landlord, and Landlord may require that all such 
Work be performed under Landlord's supervision.  If Landlord consents or 
supervises, the same shall not be deemed a warranty as to the adequacy of the 
design, workmanship or quality of materials, and Landlord hereby expressly 
disclaims any responsibility or liability for the same.  Landlord shall under 
no circumstances have any obligation to repair, maintain or replace any 
portion of the Work.

    Tenant shall keep the Property and Premises free from any mechanic's, 
materialman's or similar liens or other such encumbrances in connection with 
any Work on or respecting the Premises not performed by or at the request of 
Landlord, and shall indemnify and hold Landlord harmless from and against any 
claims, liabilities, judgments, or costs (including attorneys' fees) arising 
out of the same or in connection therewith.  Tenant shall give Landlord 
notice at least twenty (20) days prior to the commencement of any Work on the 
Premises (or such additional time as may be necessary under applicable Laws), 
to afford Landlord the opportunity of posting and recording appropriate 
notices of nonresponsibility.  Tenant shall remove any such lien or 
encumbrance by bond or otherwise within thirty (30) days after written notice 
by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount 
necessary to remove such lien or encumbrance, without being responsible for 
investigating the validity thereof. The amount so paid shall be deemed 
additional Rent under this Lease, payable upon demand, without limitation as 
to other remedies available to Landlord under this Lease.  Nothing contained 
in this Lease shall 

                                                       --------     ---------
                                                       Tenant       Landlord

                                      5
<PAGE>

authorize Tenant do any act which shall subject Landlord's title to the 
Property or Premises to any liens or encumbrances, whether claimed by 
operation of law or express or implied contract.  Any claim to a lien or 
encumbrance upon the Property or Premises arising in connection with any Work 
on or respecting the Premises not performed by or at the request of Landlord 
shall be null and void, or at Landlord's option shall attach only against 
Tenant's interest in the Premises, and shall in all respects be subordinate 
to Landlord's title to the Property and Premises.

                              ARTICLE 9
                               REPAIRS

    Except for customary cleaning and trash removal provided by Landlord 
under Article 7, and damage covered under Article 10, Tenant shall keep its 
Leased Premises in good and sanitary condition, working order and repair, 
reasonable wear and tear excepted (including without limitation carpet, wall 
covering, doors, plumbing and other fixtures, equipment, alterations and 
improvements, whether installed by Landlord or Tenant).  In the event that 
any repairs, maintenance or replacements are required, Tenant shall promptly 
arrange for the same either through Landlord for such reasonable charges as 
Landlord may from time to time establish, or such contractors as Landlord 
generally uses at the Property or such other contractors as Landlord shall 
first approve in writing, and in a first class, workmanlike manner approved 
by Landlord in advance in writing.  If Tenant does not promptly make such 
arrangements, Landlord may, but need not, make such repairs, maintenance and 
replacements, and the costs paid or incurred by Landlord therefor shall be 
reimbursed by Tenant promptly after request by Landlord.  Tenant shall 
indemnify Landlord and pay for any repairs, maintenance and replacements to 
areas of the Property outside the Premises caused, in whole or in part, as a 
result of moving any furniture, fixtures, or other property to or from the 
Premises, or by Tenant or its employees, agents, contractors, or visitors 
(notwithstanding anything to the contrary contained in this Lease). Except as 
provided in the preceding sentence, or for damage covered under Article 10, 
Landlord shall keep the common areas of the Property in good and sanitary 
condition, working order and repair (the cost of which shall be included in 
Operating Expenses, as described in Article 25, except as limited therein).


                                                       --------     ---------
                                                       Tenant       Landlord

                                      6
<PAGE>

                                 ARTICLE 10
                               CASUALTY DAMAGE

    If the Premises or any common areas of the Property providing access 
thereto shall be damaged by fire or other casualty, Landlord shall use 
available insurance proceeds to restore the same.  Such restoration shall be 
substantially to the condition prior to the casualty, except for 
modifications required by zoning and building codes and other Laws or by any 
Holder (as defined in Article 25.03), except any other modifications to the 
common areas deemed desirable by Landlord (provided access to the Premises is 
not materially impaired), and except that Landlord shall not be required to 
repair or replace any of Tenant's furniture, furnishings, fixtures or 
equipment, or any alterations or improvements in excess of any work performed 
or paid for by Landlord under any separate agreement signed by the parties in 
connection herewith.  Landlord shall not be liable for any inconvenience or 
annoyance to Tenant or its visitors, or injury to Tenant's business resulting 
in any way from such damage or the repair thereof. However, Landlord shall 
allow Tenant a proportionate abatement of Rent during the time and to the 
extent the Premises are unfit for occupancy for the purposes permitted under 
this Lease and not occupied by Tenant as a result thereof (unless Tenant or 
its employees or agents caused the damage). Notwithstanding the foregoing to 
the contrary, Landlord may elect to terminate this Lease by notifying Tenant 
in writing of such termination within sixty (60) days after the date of 
damage (such termination notice to include a termination date providing at 
least ninety (90) days for Tenant to vacate the Premises), if the Property 
shall be materially damaged by Tenant or its employees or agents, or if the 
Property shall be damaged by fire or other casualty or cause such that: (a) 
repairs to the Premises and access thereto cannot reasonably be completed 
within 120 days after the casualty without the payment of overtime or other 
premiums, (b) more than twenty-five percent (25%) of the Premises is affected 
by the damage, and fewer than twenty-four (24) months remain in the Term, or 
any material damage occurs to the Premises during the last twelve (12) months 
of the Term, (c) any Holder shall require that the insurance proceeds or any 
portion thereof be used to retire the Mortgage (as defined in Article 25.07) 
debt (or shall terminate the ground lease, as the case may be), or the damage 
is not fully covered by Landlord's insurance policies, or (d) the cost of the 
repairs, alterations, restoration or improvement work would exceed 
twenty-five percent (25%) of the replacement value of the Building, or the 
nature of such work would make termination of this Lease necessary or 
convenient.  Tenant agrees that Landlord's obligation to restore, and the 
abatement of Rent provided herein, shall be Tenant's sole recourse in the 
event of such damage, and waives any other rights Tenant may have under any 
applicable Law to terminate the Lease by reason of damage to the Premises or 
Property. Tenant acknowledges that this Article represents the entire 
agreement between the parties respecting damage to the Premises or Property.



                                                       --------     ---------
                                                       Tenant       Landlord

                                      7
<PAGE>

                                 ARTICLE 11
              INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS

    Tenant shall maintain during the Term comprehensive (or commercial) 
general liability insurance, with limits of not less than $1,000,000.00 
combined single limit for personal injury, bodily injury or death, or 
property damage or destruction (including loss of use thereof) for any one 
occurrence.  Tenant shall also maintain during the Term worker compensation 
insurance as required by statute, and primary, noncontributory, "all-risk" 
property damage insurance covering Tenant's personal property, business 
records, fixtures and equipment, for damage or other loss caused by fire or 
other casualty or cause, including but not limited to vandalism and malicious 
mischief, theft, water damage of any type (including sprinkler leakage, 
bursting or stoppage of pipes, explosion), business interruptions, and other 
insurable risks in amounts not less than the full insurable replacement value 
of such property and full insurable value of such other interests of Tenant 
(subject to reasonable deductible amounts).  Landlord shall, as part of 
Operating Expenses, maintain during the Term comprehensive (or commercial) 
general liability insurance, with limits of not less than $1,000,000.00 
combined single limit for personal injury, bodily injury or death, or 
property damage or destruction (including loss of use thereof) for any one 
occurrence. Landlord shall also, as part of Operating Expenses, maintain 
during the Term worker compensation insurance as required by statute, and 
primary, noncontributory, extended coverage or "all-risk" property damage 
insurance, in an amount equal to at least ninety percent (90%) of the full 
insurable replacement value of the Property (exclusive of the costs of 
excavation, foundations and footings, and such risks required to be covered 
by Tenant's insurance, and subject to reasonable deductible amounts), or such 
other amount necessary to prevent Landlord from being a co-insured, and such 
other coverage as Landlord shall deem appropriate or that may be required by 
any Holder.

    Tenant shall provide Landlord with certificates evidencing such coverage 
(and, with respect to liability coverage, showing Landlord as additional 
insured) prior to the Commencement Date, which shall state that such 
insurance coverage may not be changed or canceled without at least twenty 
(20) days prior written notice to Landlord, and shall provide renewal 
certificates to Landlord at least twenty (20) days prior to expiration of 
such policies. Landlord may periodically, but not more often than every three 
(3) years, require that Tenant reasonably increase the aforementioned 
coverage.  Except as provided to the contrary herein, any insurance carried 
by Landlord or Tenant shall be for the sole benefit of the party carrying 
such insurance.  Any insurance policies hereunder may be "blanket policies".  
All insurance required hereunder shall be provided by responsible insurers 
and Tenant's insurer shall be reasonably acceptable to Landlord.  By this 
Article, Landlord and Tenant intend that their respective property loss risks 
shall be borne by responsible insurance carriers to the extent above 
provided, and Landlord and Tenant hereby agree to look solely to, and seek 
recovery only from, their respective insurance carriers in the event of a 
property loss to the extent that such coverage is agreed to be provided 
hereunder.  The parties each hereby waive all rights and claims against each 
other for such losses, and waive all rights of subrogation of their 
respective insurers, provided such waiver of subrogation shall not affect the 
right of the insured to recover thereunder.  The parties agree that their 
respective insurance policies are now, or shall be, endorsed such that said 
waiver of subrogation shall not affect the right of the insured to recover 
thereunder, so long as no material additional premium is charged therefor.

    If Tenant shall fail to comply with any of the requirements contained 
relating to insurance, Landlord may obtain such insurance and Tenant shall 
pay to Landlord, on demand as additional Rent thereunder, the premium cost 
thereof.

    If an increase in any insurance premiums paid by Landlord for the Project 
is caused by Tenant's use of the Leased Premises, or if Tenant vacated the 
Leased Premises and caused an increase in such premiums, then Tenant shall 
pay as additional Rent the amount of such increase to Landlord.  Tenant 
agrees to pay any amount due under this section within ten (10) days 
following receipt of the invoice showing the additional Rent due.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      8
<PAGE>

                                 ARTICLE 12
                                CONDEMNATION

    If the whole or any material part of the Premises or Property shall be 
taken by power of eminent domain or condemned by any competent authority for 
any public or quasi-public use or purpose, or if any adjacent property or 
street shall be so taken or condemned, or reconfigured or vacated by such 
authority in such manner as to require the use, reconstruction or remodeling 
of any part of the Premises or Property, or if Landlord shall grant a deed or 
other instrument in lieu of such taking by eminent domain or condemnation, 
Landlord shall have the option to terminate this Lease upon ninety (90) days 
notice, provided such notice is given no later than 180 days after the date 
of such taking, condemnation, reconfiguration, vacation, deed or other 
instrument.  Tenant shall have reciprocal termination rights if the whole or 
any material part of the Premises is permanently taken, or if access to the 
Premises is permanently materially impaired.  Landlord shall be entitled to 
receive the entire award or payment in connection therewith, except that 
Tenant shall have the right to file any separate claim available to Tenant 
for any taking of Tenant's personal property and fixtures belonging to Tenant 
and removable by Tenant upon expiration of the Term, and for moving expenses 
(so long as such claim does not diminish the award available to Landlord or 
any Holder, and such claim is payable separately to Tenant).  All Rent shall 
be apportioned as of the date of such termination, or the date of such 
taking, whichever shall first occur.  If any part of the Premises shall be 
taken, and this Lease shall not be so terminated, the Rent shall be 
proportionately abated.

                             ARTICLE 13
                        RETURN OF POSSESSION

    At the expiration or earlier termination of this Lease or Tenant's right 
of possession, Tenant shall surrender possession of the Premises in the 
condition required under Article 9, ordinary wear and tear excepted, and 
shall surrender all keys, any key cards, and any parking stickers or cards, 
to Landlord, and advise Landlord as to the combination of any locks or vaults 
then remaining in the Premises, and shall remove all trade fixtures and 
personal property.  All improvements, fixtures and other items in or upon the 
Premises (except trade fixtures, appliances installed by Tenant, and personal 
property belonging to Tenant), whether installed by Tenant or Landlord, shall 
be Landlord's property and shall remain upon the Premises, all without 
compensation, allowance or credit to Tenant.  However, if prior to such 
termination or within ten (10) days thereafter Landlord so directs by notice, 
Tenant shall promptly remove such of the foregoing items as are designated in 
such notice and restore the Premises to the condition prior to the 
installation of such items; provided Landlord shall not require removal of 
customary office improvements installed pursuant to any separate agreement 
signed by both parties in connection with entering this Lease (except as 
expressly provided to the contrary therein), or installed by Tenant with 
Landlord's written approval (except as required by Landlord in connection 
with granting such approval).  If Tenant shall fail to perform any repairs or 
restoration, or fail to remove any items from the Premises required 
hereunder, Landlord may do so, and Tenant shall pay Landlord the cost thereof 
upon demand.  All property removed from the Premises by Landlord pursuant to 
any provisions of this Lease or any Law may be handled or stored by Landlord 
at Tenant's expense, and Landlord shall in no event be responsible for the 
value, preservation or safekeeping thereof.  All property not removed from 
the Premises or retaken from storage by Tenant within thirty (30) days after 
expiration or earlier termination of this Lease or Tenant's right to 
possession, shall at Landlord's option be conclusively deemed to have been 
conveyed by Tenant to Landlord as if by bill of sale without payment by 
Landlord.  Unless prohibited by applicable Law, Landlord shall have a lien 
against such property for the costs incurred in removing and storing the same.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      9
<PAGE>

                                 ARTICLE 14
                                HOLDING OVER

    Unless Landlord expressly agrees otherwise in writing, Tenant shall pay 
Landlord 150% of the amount of Rent then applicable (or the highest amount 
permitted by Law, whichever shall be less) prorated on per diem basis for 
each day Tenant shall retain possession of the Premises or any part thereof 
after expiration or earlier termination of this Lease, together with all 
damages sustained by Landlord on account thereof.  The foregoing provisions 
shall not serve as permission for Tenant to hold over, nor serve to extend 
the Term (although Tenant shall remain bound to comply with all provisions of 
this Lease until Tenant vacates the Premises, and shall be subject to the 
provisions of Article 13). Notwithstanding the foregoing to the contrary, at 
any time before or after expiration or earlier termination of the Lease, 
Landlord may serve notice advising Tenant of the amount of Rent and other 
terms required, should Tenant desire to enter a month-to-month tenancy (and 
if Tenant shall hold over more than one full calendar month after such 
notice, Tenant shall thereafter be deemed a month-to-month tenant, on the 
terms and provisions of this Lease then in effect, as modified by Landlord's 
notice, and except that Tenant shall not be entitled to any renewal or 
expansion rights contained in this Lease or any amendments hereto).

                               ARTICLE 15
                               NO WAIVER

    No provision of this Lease will be deemed waived by either party unless 
expressly waived in writing signed by the waiving party.  No waiver shall be 
implied by delay or any other act or omission of either party.  No waiver by 
either party of any provision of this Lease shall be deemed a waiver of such 
provision with respect to any subsequent matter relating to such provision, 
and Landlord's consent or approval respecting any action by Tenant shall not 
constitute a waiver of the requirement for obtaining Landlord's consent or 
approval respecting any subsequent action. Acceptance of Rent by Landlord 
shall not constitute a waiver of any breach by Tenant of any term or 
provision of this Lease.  No acceptance of a lesser amount than the Rent 
herein stipulated shall be deemed a waiver of Landlord's right to receive the 
full amount due, nor shall any endorsement or statement on any check or 
payment or any letter accompanying such check or payment be deemed an accord 
and satisfaction, and Landlord may accept such check or payment without 
prejudice to Landlord's right to recover the full amount due.  The acceptance 
of Rent or of the performance of any other term or provision from any Person 
other than Tenant, including any Transferee (as defined in Article 21.01), 
shall not constitute a waiver of Landlord's right to approve any Transfer.

                              ARTICLE 16
                           ATTORNEYS' FEES

    In the event of any litigation between the parties, the prevailing party 
shall be entitled to obtain, as part of the judgment, all reasonable 
attorneys' fees, costs and expenses incurred in connection with such 
litigation, except as may be limited by applicable Law.

                              ARTICLE 17
         PERSONAL PROPERTY TAXES, RENT TAXES AND OTHER TAXES

    Tenant shall pay prior to delinquency all taxes, charges or other 
governmental impositions assessed against or levied upon Tenant's fixtures, 
furnishings, equipment and personal property located in the Premises, and any 
Work to the Premises under Article 8.  Whenever possible, Tenant shall cause 
all such items to be assessed and billed separately from the property of 
Landlord. In the event any such items shall be assessed and billed with the 
property of Landlord, Tenant shall pay Landlord its share of such taxes, 
charges or other governmental impositions within thirty (30) days after 
Landlord delivers a statement and copy of the assessment or other 
documentation showing the amount of such impositions applicable to Tenant's 
property.  Tenant shall pay any rent tax or sales tax, service tax, transfer 
tax or value added tax, or any other applicable tax on the Rent or services 
herein or otherwise respecting this Lease.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      10
<PAGE>

                                  ARTICLE 18
                             REASONABLE APPROVALS

    Whenever Landlord's approval or consent is expressly required under this 
Lease (including Article 21) or any other agreement between the parties, 
Landlord shall not unreasonably withhold or delay such approval or consent 
(reasonableness shall be a condition to Landlord's enforcement of such 
consent or approval requirement, and not a covenant), except for matters 
affecting the structure, safety or security of the Property, or the 
appearance of the Property from any common or public areas.

                                   ARTICLE 19
             SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION

    This Lease is subject and subordinate to all Mortgages now or hereafter 
placed upon the Property, and all other encumbrances and matters of public 
record applicable to the Property.  If any foreclosure proceedings are 
initiated by any Holder or a deed in lieu is granted (or if any ground lease 
is terminated), Tenant agrees, upon written request of any such Holder or any 
purchaser at foreclosure sale, to attorn and pay Rent to such party and to 
execute and deliver any instruments necessary or appropriate to evidence or 
effectuate such attornment (provided such Holder or purchaser shall agree to 
accept this Lease and not disturb Tenant's occupancy, so long as Tenant does 
not default and fail to cure within the time permitted hereunder).  However, 
in the event of attornment, no Holder shall be: (i) liable for any act or 
omission of Landlord, or subject to any offsets or defenses which Tenant 
might have against Landlord (prior to such Holder becoming Landlord under 
such attornment), (ii) liable for any security deposit or bound by any 
prepaid Rent not actually received by such Holder, or (iii) bound by any 
future modification of this Lease not consented to by such Holder.  Any 
Holder may elect to make this Lease prior to the lien of its Mortgage, by 
written notice to Tenant, and if the Holder of any prior Mortgage shall 
require, this Lease shall be prior to any subordinate Mortgage.  Tenant 
agrees to give any Holder, by certified mail, return receipt requested, a 
copy of any notice of default served by Tenant upon Landlord, provided that 
prior to such notice Tenant has been notified in writing (by way of service 
on Tenant of a copy of an assignment of leases, or otherwise) of the address 
of such Holder.  Tenant further agrees that if Landlord shall have failed to 
cure such default within the times permitted Landlord for cure under this 
Lease, any such Holder whose address has been provided to Tenant shall have 
an additional period of thirty (30) days in which to cure (or such additional 
time as may be required due to causes beyond such Holder's control, including 
time to obtain possession of the Property by power of sale or judicial 
action).  Tenant shall execute such documentation, as Landlord may reasonably 
request from time to time, in order to confirm the matters set forth in this 
Article in recordable form.

                                  ARTICLE 20
                             ESTOPPEL CERTIFICATE

    Tenant shall from time to time, within twenty (20) days after written 
request from Landlord, execute, acknowledge and deliver a statement (i) 
certifying that this Lease is unmodified and in full force and effect or, if 
modified, stating the nature of such modification and certifying that this 
Lease, as so modified, is in full force and effect (or if this Lease is 
claimed not to be in force and effect, specifying the ground therefor) and 
any dates to which the Rent has been paid in advance, and the amount of any 
Security Deposit, (ii) acknowledging that there are not, to Tenant's 
knowledge, any uncured defaults on the part of Landlord hereunder, or 
specifying such defaults if any are claimed, and (iii) certifying such other 
matters as Landlord may reasonably request, or as may be requested by 
Landlord's current or prospective Holders, insurance carriers, auditors, and 
prospective purchasers.  Any such statement may be relied upon by any such 
parties.  If Tenant shall fail to execute and return such statement within 
the time required herein, Tenant shall be deemed to have agreed with the 
matters set forth herein. 


                                                       --------     ---------
                                                       Tenant       Landlord

                                      11
<PAGE>

                                  ARTICLE 21
                          ASSIGNMENT AND SUBLETTING

    21.01  TRANSFERS.  Tenant shall not, without the prior written consent of 
Landlord, as further described below: (i) assign, mortgage, pledge, 
hypothecate, encumber, or permit any lien to attach to, or otherwise 
transfer, this Lease or any interest hereunder, by operation of law or 
otherwise, (ii) sublet the Premises or any part thereof, except that Tenant 
may continue to sublet the portion of the Premises which have been under 
previous sublet, or (iii) permit the use of the Premises by any Persons other 
than Tenant and its employees (all of the foregoing are hereinafter sometimes 
referred to collectively as "Transfers" (as further defined below) and any 
Person to whom any Transfer is made or sought to be made is hereinafter 
sometime referred to as a "Transferee").  If Tenant shall desire Landlord's 
consent to any Transfer, Tenant shall notify Landlord in writing, which 
notice shall include: (a) the proposed effective date (which shall not be 
less than thirty (30) nor more than 180 days after Tenant's notice), (b) the 
portion of the Premises to be Transferred (herein called the "Subject 
Space"), (c) the terms of the proposed Transfer and the consideration 
therefor, the name and address of the proposed Transferee, and a copy of all 
documentation pertaining to the proposed Transfer, and (d) current financial 
statements of the Proposed Transferee certified by an officer, partner or 
owner thereof, and any other information to enable Landlord to determine the 
financial responsibility, character, and reputation of the proposed 
Transferee, nature of such Transferee's business and proposed use of the 
Subject Space, and such other information as Landlord may reasonably require. 
Any Transfer made without complying with this Article shall, at Landlord's 
option, be null, void and of no effect, or shall constitute a default under 
this Lease.  Tenant shall pay reasonable legal fees incurred by Landlord to 
review such Transfer, within thirty (30) days after written request by 
Landlord.

    21.02  APPROVAL.  Landlord will not unreasonably withhold its consent (as 
provided in Article 18) to any proposed Transfer of the Subject Space to the 
Transferee on the terms specified in Tenant's notice.  The parties hereby 
agree that it shall be reasonable under this Lease and under any applicable 
Law for Landlord to withhold consent to any proposed Transfer where one or 
more of the following applies (without limitation as to other reasonable 
grounds for withholding consent): (i) the Transferee is of a character or 
reputation or engaged in a business which is not consistent with the quality 
of the Property, or would be a significantly less prestigious occupant of the 
Property than Tenant, (ii) the Transferee intends to use the Subject Space 
for purposes which are not permitted under this Lease, (iii) the Subject 
Space is not regular in shape with appropriate means of ingress and egress 
suitable for normal renting purposes, (iv) the Transferee is a government or 
agency or instrumentality thereof, (v) the proposed Transferee does not have 
a reasonable financial condition in relation to the obligations to be assumed 
in connection with the Transfer, or (vi) Tenant has committed and failed to 
cure a default at the time Tenant requests consent to the proposed Transfer.

    Landlord hereby consents to an assignment of all or any portion of this 
Lease to an Affiliate of Tenant (as hereinafter defined) or to a Successor 
Entity (as hereinafter defined), provided that all the following conditions 
are fulfilled:   (i) no Event of Default then exists under this Lease, (ii) 
Tenants sends to Landlord such organizational and transactional documents as 
are sufficient to establish that such proposed assignee is an Affiliate of 
Tenant or a Successor Entity, as the case  may be, and (iii) Landlord is 
provided with a true and correct copy of the fully executed assignment of 
this Lease and copies of any other documents executed in connection with such 
assignment.  In addition, the Affiliate of Tenant or Successor Entity to 
which this lease is assigned must execute an instrument reasonably 
satisfactory to landlord in form and substance whereby such Affiliate of 
Tenant or Successor Entity, as the case may be, assumes and agrees to perform 
all of the obligations and agreements of Tenant under this Lease.  No such 
assignment by Tenant shall relieve Tenant of any covenants or obligations 
under this Lease, unless Landlord agrees in writing to release Tenant from 
its Lease obligations.  For purposes hereof, the term "Affiliate of Tenant" 
shall mean an entity, directly or indirectly, through one or more 
intermediaries, controlling, controlled by, or under common control with 
Tenant.  The term "control" as used in the immediately preceding sentence, 
means, with respect to an entity that is a corporation, the right to 
exercise, directly or indirectly, more than fifty percent (50%) of the voting 
rights attributable to the shares of the controlled corporation, and, with 
respect to an entity that is not a corporation, the possession, directly or 
indirectly, of the power to direct or cause the direction of the management

                                                       --------     ---------
                                                       Tenant       Landlord

                                      12
<PAGE>

direction of the management or policies of the controlled entity. The term 
"Successor Entity" as used herein shall mean either (a) an entity to which 
all or substantially all of the assets or stock of Tenant are transferred in 
an arms length transaction, or (b) an entity into which Tenant is merged or 
consolidated in an arms length transaction.

    21.03  TRANSFER PREMIUM.  If Landlord consents to a Transfer, and as a 
condition thereto which the parties hereby agree is reasonable, Tenant shall 
pay Landlord one hundred percent (100%) of any Transfer Premium derived by 
Tenant from such Transfer.  "Transfer Premium" shall mean all rent, 
additional rent or other consideration paid by such Transferee in excess of 
the Rent payable by Tenant under this Lease (on a monthly basis during the 
Term, and on a per rentable square foot basis, if less than all of the 
Premises is transferred), after deducting the reasonable expenses incurred by 
Tenant for any changes, alterations and improvements to the Premises, any 
other economic concessions or services provided to the Transferee, and any 
customary brokerage commissions paid in connection with the Transfer.  If any 
part of the consideration for such Transfer shall be payable other than in 
cash, Landlord's share of such non-cash consideration shall be in such form 
as is reasonably satisfactory to Landlord.  The percentage of the Transfer 
Premium due Landlord hereunder shall be paid within ten (10) days after 
Tenant receives any Transfer Premium from the Transferee.

    21.04  TERMS OF CONSENT.  If Landlord consents to a Transfer:  (a) the 
terms and conditions of this Lease, including among other things Tenant's 
liability for the Subject Space, shall in no way be deemed to have been 
waived or modified, (b) such consent shall not be deemed consent to any 
further Transfer by either Tenant or a Transferee, (c) no Transferee shall 
succeed to any rights provided in this Lease or any amendment hereto to 
extend the Term of this Lease, expand the Premises, or lease additional 
space, any such rights being deemed personal to Tenant, (d) Tenant shall 
deliver to Landlord, promptly after execution, an original executed copy of 
all documentation pertaining to the Transfer in a form reasonably acceptable 
to Landlord, and (e) Tenant shall furnish upon Landlord's request a complete 
statement, certified by an independent certified public accountant, or 
Tenant's chief financial officer, setting forth in detail the computation of 
any Transfer Premium Tenant has derived and shall derive from such Transfer.  
Landlord or its authorized representatives shall have the right at all 
reasonable times to audit the books, records and papers of Tenant relating to 
any Transfer, and shall have the right to make copies thereof.  If the 
Transfer Premium respecting any Transfer shall be found understated, Tenant 
shall within thirty (30) days after demand pay the deficiency, and if 
understated by more than two percent (2%), Tenant shall pay Landlord's costs 
of such audit.  Any sublease hereunder shall be subordinate and subject to 
the provisions of this Lease, and if this Lease shall be terminated during 
the term of any sublease, Landlord shall have the right to: (i) treat such 
sublease as canceled and repossess the Subject Space by any lawful means, or 
(ii) require that such subtenant attorn to and recognize Landlord as its 
landlord under any such sublease.  If Tenant shall default and fail to cure 
within the time permitted for cure under Article 23.01, Landlord is hereby 
irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any 
Transferee to make all payments under or in connection with the Transfer 
directly to Landlord (which Landlord shall apply towards Tenant's obligations 
under this Lease) until such default is cured.

    21.05  CERTAIN TRANSFERS.  For purposes of this Lease, the term 
"Transfer" shall also include (a) if Tenant is a partnership, the withdrawal 
or change, voluntary, involuntary or by operation of Law, of a majority of 
the partners, or a transfer of a majority of partnership interests, within a 
twelve (12) month period, or the dissolution of the partnership, and (b) if 
Tenant is a closely held corporation (i.e., whose stock is not publicly held 
and not traded through an exchange or over the counter), the dissolution, 
merger, consolidation or other reorganization of Tenant, or within a twelve 
(12) month period: (i) the sale or other transfer of more than an aggregate 
of fifty percent (50%) of the voting shares of Tenant (other than to 
immediate family members by reason of gift or death), or (ii) the sale, 
mortgage, hypothecation or pledge of more than an aggregate of fifty percent 
(50%) of Tenant's net assets.



                                                       --------     ---------
                                                       Tenant       Landlord

                                      13
<PAGE>

                                  ARTICLE 22
                         RIGHTS RESERVED BY LANDLORD

    Except to the extent expressly limited herein, Landlord reserves full 
rights to control the Property (which rights may be exercised without 
subjecting Landlord to claims for constructive eviction, abatement of Rent, 
damages or other claims of any kind), including more particularly, but 
without limitation, the following rights:

         (A)  To change the name or street address of the Property; install 
and maintain signs on the exterior and interior of the Property; retain at 
all times, and use in appropriate instances, keys to all doors within and 
into the Premises; grant to any Person the right to conduct any business or 
render any service at the Property, whether or not it is the same or similar 
to the use permitted Tenant by this Lease; and have access for Landlord and 
other tenants of the Property to any mail chutes located on the Premises 
according to the rules of the United States Postal Service.

         (B)  To enter the Premises at reasonable hours for reasonable 
purposes, including inspection and supplying cleaning service or other 
services to be provided Tenant hereunder; to show the Premises to current and 
prospective mortgage lenders, ground lessors, insurers, and prospective 
purchasers, tenants and brokers, at reasonable hours; and if Tenant shall 
abandon the Premises at any time, or shall vacate the same during the last 
three (3) months of the Term, to decorate, remodel, repair, or alter the 
Premises.

         (C)  To limit or prevent access to the Property, shut down elevator 
service, activate elevator emergency controls, or otherwise take such action 
or preventative measures deemed necessary by Landlord for the safety of 
tenants or other occupants of the Property or the protection of the Property 
and other property located thereon or therein, in case of fire, invasion, 
insurrection, riot, civil disorder, public excitement or other dangerous 
condition, or threat thereof.

         (D)  To decorate and to make alterations, additions and 
improvements, structural or otherwise, in or to the Property or any part 
thereof, and any adjacent building, structure, parking facility, land, street 
or alley (including without limitation changes and reductions in corridors, 
lobbies, parking facilities and other public areas and the installation of 
kiosks, planters, sculptures, displays, escalators, mezzanines, and other 
structures, facilities, amenities and features therein, and changes for the 
purpose of connection with or entrance into or use of the Property in 
conjunction with any adjoining or adjacent building or buildings, now 
existing or hereafter constructed).  In connection with such matters, or with 
any other repairs, maintenance, improvements or alterations, in or about the 
Property, Landlord may erect scaffolding and other structures reasonably 
required, and during such operations may enter upon the Premises and take 
into and upon or through the Premises all materials required to make such 
repairs, maintenance, alterations or improvements, and may close public 
entryways, other public areas, rest rooms, stairways or corridors.

    In connection with entering the Premises to exercise any of the foregoing 
rights, Landlord shall: (a) provide reasonable advance written or oral notice 
to Tenant's on-site manager or other appropriate person (except in 
emergencies, or for routine cleaning or other routine matters), and (b) take 
reasonable steps to minimize any interference with Tenant's business.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      14
<PAGE>

                                 ARTICLE 23
                            LANDLORD'S REMEDIES

    23.01  DEFAULT BY TENANT.  The following shall be deemed to be events of 
default by Tenant under this Lease: (1) Tenant shall fail to pay any 
installment of Rent or other payment required pursuant to this Lease within 
three (3) days after Landlord's written notice thereof to Tenant; (2) Tenant 
shall abandon any substantial portion of the Leased Premises; (3) Tenant 
shall fail to comply with any term, provision or covenant of this Lease, 
other than the defaults described in subparts (1) and (2) of this sentence, 
and the failure is not cured within ten (10) days after written notice 
thereof to Tenant; (4) Tenant or any guarantor of Tenant's obligations 
hereunder shall file a petition or be adjudged bankrupt or insolvent under 
any applicable federal or state bankruptcy or insolvency law or admit that it 
cannot meet it financial obligations as they become due; or a receiver or 
trustee shall be appointed for all or substantially all of the assets of 
Tenant or any guarantor of Tenant's obligations hereunder; or Tenant or any 
guarantor of Tenant's obligations hereunder shall make a transfer in fraud of 
creditors or shall make an assignment for the benefit of creditors; (5) 
Tenant shall do or permit to be done any act which results in a lien being 
filed against the Leased Premises or the Project; or (6) the liquidation, 
termination, dissolution or (if the Tenant is a natural person) the death of 
Tenant or any guarantor of Tenant's obligations hereunder.

    23.02  REMEDIES.  If a default occurs and is not cured within any 
applicable time permitted under Article 23.01, Landlord shall have the rights 
and remedies hereinafter set forth, which shall be distinct, separate and 
cumulative with and in addition to any other right or remedy allowed under 
any Law or other provisions of this Lease:

         (A)  Landlord may terminate this Lease, repossess the Premises by 
detainer suit, summary proceedings or other lawful means, and recover as 
damages a sum of money equal to: (a) any unpaid Rent as of the termination 
date, including interest at the Default Rate (as defined in Article 25.02), 
(b) any unpaid Rent which would have accrued after the termination date 
through the time of award, including interest at the Default Rate, less such 
loss of Rent that Tenant proves could have been reasonably avoided, (c) any 
unpaid Rent which would have accrued after the time of award during the 
balance of the Term, less such loss of Rent that Tenant proves could be 
reasonably avoided, and (d) any other amounts necessary to compensate 
Landlord for all damages proximately caused by Tenant's failure to perform 
its obligations under this Lease, including without limitation all Costs of 
Reletting (as defined in Article 23.05). For purposes of computing the amount 
of Rent herein that could have accrued after the time of award, Tenant's Pro 
Rata Share of Operating Expenses shall be projected, based upon the average 
rate of increase, if any, in such items from the Commencement Date through 
the time of award.

         (B)  If applicable Law permits, Landlord may terminate Tenant's 
right of possession and repossess the Premises by detainer suit, summary 
proceedings or other lawful means, without terminating this Lease (and if 
such Law permits, and Landlord shall not have expressly terminated the Lease 
in writing, any termination shall be deemed a termination of Tenant's right 
of possession only).  In such event, Landlord may recover: (a) any unpaid 
Rent as of the date possession is terminated, including interest at the 
Default Rate, (b) any unpaid Rent which accrues during the Term from the date 
possession is terminated through the time of award (or which may have accrued 
from the time of any earlier award obtained by Landlord through the time of 
award), including interest at the Default Rate, less any Net Reletting 
Proceeds (as defined in Article 23.05) received by Landlord during such 
period, and less such loss of Rent that Tenant proves could have been 
reasonably avoided, and (c) any other amounts necessary to compensate 
Landlord for all damages proximately caused by Tenant's failure to perform 
its obligations under this Lease, including without limitation all Costs of 
Reletting.  Landlord may bring suits for such amounts or portions thereof, at 
any time or times as the same accrue or after the same have accrued, and no 
suit or recovery of any portion due hereunder shall be deemed a waiver of 
Landlord's right to collect all amounts to which Landlord is entitled 
hereunder, nor shall the same serve as any defense to any subsequent suit 
brought for any amount not theretofore reduced to judgment.

    23.03  SPECIFIC PERFORMANCE, COLLECTION OF RENT AND ACCELERATION.  
Landlord shall at all times have the right and remedies (which shall be 
cumulative with each other and cumulative and in addition to those rights and 
remedies available under Article 23.02 above, or any Law or other


                                                       --------     ---------
                                                       Tenant       Landlord

                                      15
<PAGE>

provision of this Lease), without prior demand or notice except as required 
by applicable Law to: (i) seek any declaratory, injunctive or other equitable 
relief, and specifically enforce this Lease, or restrain or enjoin a 
violation or breach of any provision hereof, and (ii) sue for and collect any 
unpaid Rent which has accrued. Notwithstanding anything to the contrary 
contained in this Lease, to the extent not expressly prohibited by applicable 
Law, in the event of any default by Tenant not cured within any applicable 
time for cure hereunder, Landlord may terminate this Lease or Tenant's right 
to possession and accelerate and declare that all Rent reserved for the 
remainder of the Term shall be immediately due and payable (in which event, 
Tenant's Pro Rata Share of Taxes and Operating Expenses for the remainder of 
the Term shall be projected based upon the average rate of increase, if any, 
in such items from the Commencement Date through the date of such 
declaration); provided Landlord shall, after receiving payment of the same 
from Tenant, be obligated to turn over to Tenant any actual Net Reletting 
Proceeds thereafter received during the remainder of the Term, up to the 
amount so received from Tenant pursuant to this provision.

    23.04  LATE PAYMENT CHARGE AND INTEREST PAYABLE.  Other remedies for 
nonpayment of Rent notwithstanding, if monthly rental payment is not received 
by Landlord on or before the tenth day of the month for which the Rent is 
due, or if any other payment hereunder due Landlord by Tenant is not received 
by Landlord on or before the tenth day of the month next following the month 
in which Tenant was invoiced, a late payment charge of five percent (5%) of 
such past due amount shall become due and payable in addition to such amounts 
owed under this Lease.  Any payment due under this Lease not paid upon the 
date herein specified to be paid shall bear interest from the expiration of 
ten (10) days after the date such payment is due to the date of actual 
payment at the highest lawful rate of interest permitted by law.

    23.05  CERTAIN DEFINITIONS.  "Net Reletting Proceeds" shall mean the 
total amount of Rent and other consideration paid by any Replacement Tenants, 
less all Costs of Reletting, during a given period of time.  "Costs of 
Reletting" shall include without limitation all reasonable costs and expenses 
incurred by Landlord for any repairs, maintenance, changes, alterations and 
improvements to the Premises, brokerage commissions, advertising costs, 
attorneys' fees, any customary free rent periods or credits, tenant 
improvement allowances, take-over lease obligations and other customary, 
necessary or appropriate economic incentives required to enter leases with 
Replacement Tenants, and costs of collecting Rent from Replacement Tenants.  
"Replacement Tenants" shall mean any Persons to whom Landlord relets the 
Premises or any portion thereof pursuant to this Article.

    23.06  OTHER MATTERS.  No re-entry or repossession, repairs, changes, 
alterations and additions, reletting, acceptance of keys from Tenant, or any 
other action or omission by Landlord shall be construed as an election by 
Landlord to terminate this Lease or Tenant's right to possession, or accept a 
surrender of the Premises, nor shall the same operate to release the Tenant 
in whole or in part from any of Tenant's obligations hereunder, unless 
express written notice of such intention is sent by Landlord or its agent to 
Tenant.  To the fullest extent permitted by Law, all Rent and other 
consideration paid by any Replacement Tenants shall be applied: first, to the 
Costs of Reletting, second, to the payment of any Rent theretofore accrued, 
and the residue, if any, shall be held by Landlord and applied to the payment 
of other obligations of Tenant to Landlord as the same become due (with any 
remaining residue to be retained by Landlord).  Rent shall be paid without 
any prior demand or notice therefor (except as expressly provided herein) and 
without any deduction, set-off or counterclaim, or relief from any valuation 
or appraisement laws.  Landlord may apply payments received from Tenant to 
any obligations of Tenant then accrued, without regard to such obligations as 
may be designated by Tenant.  Landlord shall be under no obligation to 
observe or perform any provision of this Lease on its part to be observed or 
performed which accrues after the date of any default by Tenant hereunder not 
cured within the times permitted hereunder.  The times set forth herein for 
curing of defaults by Tenant are of the essence of this Lease.  Tenant hereby 
irrevocably waives any right otherwise available under any Law to redeem or 
reinstate this Lease.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      16
<PAGE>

                                 ARTICLE 24
                             LANDLORD'S DEFAULT

    If Landlord shall fail to perform any term or provision under this Lease 
required to be performed by Landlord, Landlord shall not be deemed to be in 
default hereunder nor subject to any claims for damages of any kind, unless 
such failure shall have continued for a period of thirty (30) days after 
written notice thereof by Tenant; provided, if the nature of Landlord's 
failure is such that more than thirty (30) days are reasonably required in 
order to cure, Landlord shall not be in default if Landlord commences to cure 
such failure within such thirty (30) day period, and thereafter reasonably 
seeks to cure such failure to completion. The aforementioned periods of time 
permitted for Landlord to cure shall be extended for any period of time 
during which Landlord is delayed in, or prevented from, curing due to fire or 
other casualty, strikes, lockouts or other labor troubles, shortages of 
equipment or materials, governmental requirements, power shortages or 
outages, acts or omissions by Tenant or other Persons, and other causes 
beyond Landlord's reasonable control.  If Landlord shall fail to cure within 
the times permitted for cure herein, Landlord shall be subject to such 
remedies as may be available to Tenant (subject to the other provisions of 
this Lease); provided, in recognition that Landlord must receive timely 
payments of Rent and operate the Property, Tenant shall have no right of self 
help to perform repairs or any other obligations of Landlord, and shall have 
no right to withhold, set off, or abate Rent.

                                ARTICLE 25
                 CAPTIONS, DEFINITIONS AND SEVERABILITY

    The captions of the Articles and Paragraphs of this Lease are for 
convenience of reference only and shall not be considered or referred to in 
resolving questions or interpretation.  If any term or provision of this 
Lease shall be found invalid, void, illegal, or unenforceable with respect to 
any particular Person by a court of competent jurisdiction, it shall not 
affect, impair or invalidate any other terms or provisions hereof, or its 
enforceability with respect to any other Person, the parties hereto agreeing 
that they would have entered into the remaining portion of this Lease 
notwithstanding the omission of the portion or portions adjudged invalid, 
void, illegal, or unenforceable with respect to such Person.

    25.01  "Building" shall mean the structure identified in Article 1 of 
this Lease.

    25.02  "Default Rate" shall mean eighteen percent (18%) per annum, or the 
highest rate permitted by applicable Law, whichever shall be less.

    25.03   "Holder" shall mean the holder of any Mortgage at the time in 
question, and where such Mortgage is a ground lease, such term shall refer to 
the ground lessor.

    25.04   "Holidays" shall mean all federally observed holidays, including 
New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, 
Veterans' Day, Thanksgiving Day, the day following Thanksgiving Day, 
Christmas Day, and to the extent of utilities or services provided by union 
members engaged at the Property, such other holidays observed by such unions.

    25.05   "Landlord" and "Tenant" shall be applicable to one or more 
Persons as the case may be, and the singular shall include the plural, and 
the neuter shall include the masculine and feminine; and if there be more 
than one, the obligations thereof shall be joint and several.  For purposes 
of any provisions indemnifying or limiting the liability of Landlord, the 
term "Landlord" shall include Landlord's present and future partners, 
beneficiaries, trustees, officers, directors, employees, shareholders, 
principals, agents, affiliates, successors and assigns.

    25.06  "Law" shall mean all federal, state, county and local governmental 
and municipal laws, statutes, ordinances, regulations, codes, decrees, orders 
and other such requirements, applicable equitable remedies and decisions by 
courts in cases where such decisions are considered binding precedents in the 
state in which the Property is located, and decisions of federal courts apply 
the Laws of such state.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      17
<PAGE>

    25.07  "Mortgage" shall mean all mortgages, deeds of trust, ground leases 
and other such encumbrances now or hereafter placed upon the Property or 
Building, or any part thereof, and all renewals, modifications, 
consolidations, replacements or extensions thereof, and all indebtedness now 
or hereafter secured thereby and all interest thereon.

    25.08  "Operating Expenses" shall mean all expenses, costs, Taxes and 
amounts of every kind and nature which Landlord shall pay during any calendar 
year, any portion of which occurs during the Term, because of or in 
connection with the ownership, management, repair, maintenance, restoration 
and operation of the Property, including without limitation any amounts paid 
for: (a) utilities for the Property, including but not limited to 
electricity, power, gas, steam, oil or other fuel, water, sewer, lighting, 
heating, air conditioning and ventilating, (b) permits, licenses and 
certificates necessary to operate, manage and lease the Property, (c) 
insurance applicable to the Property, not limited to the amount of coverage 
Landlord is required to provide under this Lease, (d) supplies, tools, 
equipment and materials used in the operation, repair and maintenance of the 
Property, (e) accounting, legal, inspection, consulting, concierge and other 
services, (f) any equipment rental (or installment equipment purchase or 
equipment financing agreements), or management agreements (including the cost 
of any management fee actually paid thereunder and the fair rental value of 
any office space provided thereunder, up to customary and reasonable 
amounts), (g) wages, salaries and other compensation and benefits for all 
persons engaged in the operation, maintenance or security of the Property, 
and employer's Social Security taxes, unemployment taxes or insurance, and 
any other taxes which may be levied on such wages, salaries, compensation and 
benefits, (h) payments under any easement, operating agreement, declaration, 
restrictive covenant, or instrument pertaining to the sharing of costs in any 
planned development, and (i) installation, operation, repair, and maintenance 
of all Systems and Equipment and components thereof (including replacement of 
components), janitorial service, pest control, alarm and security service, 
window cleaning, trash removal, elevator maintenance, cleaning of walks, 
parking facilities and building walls, removal of ice and snow, replacement 
of wall and floor coverings, ceiling tiles and fixtures in lobbies, 
corridors, rest rooms and other common or public areas or facilities, 
maintenance and replacement of shrubs, trees, grass, sod and other landscaped 
items, irrigation systems, drainage facilities, fences, curbs, and walkways, 
repaving and re-striping parking facilities, and roof repairs.  If the 
Property is not fully occupied during all or a portion of any calendar year, 
Landlord may, in accordance with generally accepted accounting and management 
practices, determine the amount of variable Operating Expenses (i.e., those 
items which vary according to occupancy levels) that would have been paid had 
the Property been fully occupied, and the amount so determined shall be 
deemed to have been the amount of variable Operating Expenses for such year. 
Notwithstanding the foregoing, Operating Expenses shall not, however, include:

         (A)  depreciation, interest and amortization on Mortgages, and other 
debt costs or ground lease payments, if any; real estate brokers' leasing 
commissions; improvements or alterations to tenant spaces; the cost of 
providing any service directly to and paid directly by any tenant; any costs 
expressly excluded from Operating Expenses elsewhere in this Lease; costs of 
any items to the extent Landlord receives reimbursement from insurance 
proceeds or from a third party (such proceeds to be deducted from Operating 
Expenses in the year in which received); and

         (B)  capital expenditures, except those: (a) made primarily to 
reduce Operating Expenses, or to comply with any Laws or other governmental 
requirements, or (b) for replacements (as opposed to additions or new 
improvements) of nonstructural items located in the common areas of the 
Property required to keep such areas in good condition; provided all such 
permitted capital expenditures (together with reasonable financing charges) 
shall be amortized for purposes of this Lease over the shorter of: (i) their 
useful lives, (ii) the period during which the reasonably estimated savings 
in Operating Expenses equals the expenditures, or (iii) three (3) years.

    25.09  "Person" shall mean an individual, trust, partnership, joint 
venture, association, corporation, and any other entity.

    25.10  "Property" shall mean the Building, and any common or public areas 
or facilities, easements, corridors, lobbies, sidewalks, loading areas, 
driveways, landscaped areas, sky walks, parking garages and lots, and any and 
all other structures or facilities operated or maintained in connection with 
or for the benefit of the Building, and all parcels or tracts of land on 
which all or 


                                                       --------     ---------
                                                       Tenant       Landlord

                                      18
<PAGE>

any portion of the Building or any of the other foregoing items are located, 
and any fixtures, machinery, equipment, apparatus, Systems and Equipment, 
furniture and other personal property located thereon or therein and used in 
connection therewith, whether title is held by Landlord or its affiliates.  
Possession of areas necessary for utilities, services, safety and operation 
of the Property, including the Systems and Equipment, fire stairways, 
perimeter walls, space between the finished ceiling of the Premises and the 
slab of the floor or roof of the Property there above, and the use thereof, 
together with the right to install, maintain, operate, repair and replace the 
Systems and Equipment, including any of the same in, through, under or above 
the Premises in locations that will not materially interfere with Tenant's 
use of the Premises, are hereby excepted and reserved by Landlord, and not 
demised to Tenant.

    25.11  "Rent" shall have the meaning specified therefor in Article 3.05.

    25.12  "Systems and Equipment" shall mean any plant, machinery, 
transformers, duct work, cable, wires, and other equipment, facilities, and 
systems designed to supply heat, ventilation, air conditioning and humidity 
or any other services or utilities, or comprising or serving as any component 
or portion of the electrical, gas, steam, plumbing, sprinkler, 
communications, alarm, security, or fire/life/safety systems or equipment, or 
any other mechanical, electrical, electronic, computer or other systems or 
equipment for the Property.

    25.13  "Taxes" shall mean all federal, state, county, or local 
governmental or municipal taxes, fees, charges or other impositions of every 
kind and nature, whether general, special, ordinary or extraordinary, 
including without limitation real estate taxes, general and special 
assessments, transit taxes, water and sewer rents, taxes based upon the 
receipt of rent, including gross receipts or sales taxes applicable to the 
receipt of rent or service or value added taxes (unless required to be paid 
by Tenant under Article 17), personal property taxes imposed upon the 
fixtures, machinery, equipment, apparatus, Systems and Equipment, 
appurtenances, furniture and other personal property used in connection with 
the Property which Landlord shall pay during any calendar year, any portion 
of which occurs during the Term (without regard to any different fiscal year 
used by such governmental or municipal authority) because of or in connection 
with the ownership, leasing and operation of the Property. Notwithstanding 
the foregoing, there shall be excluded from Taxes all excess profits taxes, 
franchise taxes, gift taxes, capital stock taxes, inheritance and succession 
taxes, estate taxes, federal and state income taxes, and other taxes to the 
extent applicable to Landlord's general or net income (as opposed to rents, 
receipts or income attributable to operations at the Property).  If the 
method of taxation of real estate prevailing at the time of execution hereof 
shall be or has been altered, so as to cause the whole or any part of the 
taxes now, hereafter or heretofore levied, assessed or imposed on real estate 
to be levied, assessed or imposed on Landlord, wholly or partially, as a 
capital levy or otherwise, or on or measured by the rents received therefrom, 
then such new or altered taxes attributable to the Property shall be included 
within the term "Taxes", except that the same shall not include any 
enhancement of said tax attributable to other income of Landlord. Any 
expenses incurred by Landlord in attempting to protest, reduce or minimize 
Taxes shall be included in Taxes in the calendar year such expenses are paid. 
Tax refunds shall be deducted from Taxes in the year they are received by 
Landlord, but if such refund shall relate to taxes paid in a prior year of 
the Term, and the Lease shall have expired, Landlord shall mail Tenant's Pro 
Rata Share of such net refund (after deducting expenses and attorneys' fees), 
up to the amount Tenant paid towards Taxes during such year, to Tenant's last 
known address.  If Taxes for any period during the Term or any extension 
thereof shall be increased after payment thereof by Landlord, for any reason, 
including without limitation error or reassessment by applicable governmental 
or municipal authorities, Tenant shall pay Landlord upon demand Tenant's Pro 
Rata Share of such increased Taxes.  Tenant shall pay increased Taxes whether 
Taxes are increased as a result of increases in the assessments or valuation 
of the Property (whether based on a sale, change in ownership or refinancing 
of the Property or otherwise), increases in the tax rates, reduction or 
elimination of any rollbacks or other deductions available under current law, 
scheduled reductions of any tax abatement, as a result of the elimination, 
invalidity or withdrawal of any tax abatement, or for any other cause 
whatsoever.  Notwithstanding the foregoing, if any Taxes shall be paid based 
on assessments or bills by a governmental or municipal authority using a 
fiscal year other than a calendar year, Landlord may elect to average the 
assessments or bills for the subject calendar year, based on the number of 
months of such calendar year included in each such assessment or bill.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      19
<PAGE>

    25.14  "Square feet" or "square foot" as used in this Lease includes the 
area contained within the Leased Premises, together with a common area 
percentage factor of the Leased Premises proportionate to the total Building 
area as determined by Landlord.

    25.15  "Tenant's Pro Rata Share" of Operating Expenses shall be the 
rentable area of the Premises divided by the rentable area of the Property on 
the last day of the calendar year for which Operating Expenses are being 
determined, excluding any parking facilities.  Tenant acknowledges that the 
"rentable area of the Premises" under this Lease includes the usable area, 
without deduction for columns or projections, multiplied by a load or 
conversion factor, to reflect a share of certain areas, which may include 
lobbies, corridors, mechanical, utility, janitorial, boiler and service rooms 
and closets, rest rooms, and other public, common and service areas.  Except 
as provided expressly to the contrary herein, the "rentable area of the 
Property" shall include all rentable area of all space leased or available 
for lease at the Property, which Landlord may reasonably redetermine from 
time to time, to reflect reconfigurations, additions or modifications to the 
Property.  If the Property or any development of which it is a part shall 
contain non-office uses, Landlord shall have the right to determine, in 
accordance with sound accounting and management principles, Tenant's Pro Rata 
Share of Operating Expenses for only the office portion of the Property or of 
such development, in which event, Tenant's Pro Rata Share shall be based on 
the ratio of the rentable area of the Premises to the rentable area of such 
office portion.  Similarly, if the Property shall contain tenants who do not 
participate in all or certain categories of Operating Expenses on a pro rata 
based, Landlord may exclude the amount of Operating Expenses, or such 
categories of the same, as the case may be, attributable to such tenants, and 
exclude the rentable area of their premises, in computing Tenant's Pro Rata 
Share.

                             ARTICLE 26
                CONVEYANCE BY LANDLORD AND LIABILITY

    In case Landlord or any successor owner of the Property or the Building 
shall convey or otherwise dispose of any portion thereof in which the 
Premises are located, to another Person (and nothing herein shall be 
construed to restrict or prevent such conveyance or disposition), such other 
Person shall thereupon be and become landlord hereunder and shall be deemed 
to have fully assumed and be liable for all obligations of this Lease to be 
performed by Landlord which first arise after the date of conveyance, 
including the return of any Security Deposit, and Tenant shall attorn to such 
other Person, and Landlord or such successor owner shall, from and after the 
date of conveyance, be free of all liabilities and obligations hereunder not 
then incurred.  The liability of Landlord to Tenant for any default by 
Landlord under this Lease or arising in connection herewith or with 
Landlord's operation, management, leasing, repair, renovation, alteration, or 
any other matter relating to the Property or the Premises, shall be limited 
to the interest of Landlord in the Property (and the rental proceeds 
thereof).  Tenant agrees to look solely to Landlord's interest in the 
Property (and the rental proceeds thereof) for the recovery of any judgment 
against Landlord, and Landlord shall not be personally liable for any such 
judgment or deficiency after execution thereon. The limitations of liability 
contained in this Article shall apply equally and inure to the benefit of 
Landlord's present and future partners, beneficiaries, officers, directors, 
trustees, shareholders, agents and employees, and their respective partners, 
heirs, successors and assigns.  Under no circumstances shall any present or 
future general or limited partner of Landlord (if Landlord is a partnership), 
or trustee or beneficiary (if Landlord or any partner of Landlord is a trust) 
have any liability for the performance of Landlord's obligations under this 
Lease. Notwithstanding the foregoing to the contrary, Landlord shall have 
personal liability for insured claims, beyond Landlord's interest in the 
Property (and rental proceeds thereof), to the extent of Landlord's liability 
insurance coverage available for such claims.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      20
<PAGE>

                                  ARTICLE 27
                               INDEMNIFICATION

    Except to the extent arising from the intentional or grossly negligent 
acts of Landlord or Landlord's agents or employees, Tenant shall defend, 
indemnify and hold harmless Landlord from and against any and all claims, 
demands, liabilities, damages, judgments, orders, decrees, actions, 
proceedings, fines, penalties, costs and expenses, including without 
limitation court costs and attorneys' fees, arising from or relating to any 
loss of life, damage or injury to person, property or business occurring in 
or from the Premises, or caused by or in connection with any violation of 
this Lease or use of the Premises or Property by, or any other act or 
omission of, Tenant, any other occupant of the Premises, or any of their 
respective agents, employees, contractors or guests. Without limiting the 
generality of the foregoing, Tenant specifically acknowledges that the 
indemnity undertaken herein shall apply to claims in connection with or 
arising out of any "Work" as described in Article 8, the installation, 
maintenance, use or removal of any "Lines" located in or serving the Premises 
as described in Article 29, and the transportation, use, storage, 
maintenance, generation, manufacturing, handling, disposal, release or 
discharge of any "Hazardous Material" as described in Article 30 (whether or 
not any of such matters shall have been theretofore approved by Landlord), 
except to the extent that any of the same arises from the intentional or 
grossly negligent acts of Landlord or Landlord's agents or employees.

                                  ARTICLE 28
             SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS

    The parties acknowledge that safety and security devices, services and 
programs provided by Landlord, if any, while intended to deter crime and 
ensure safety, may not in given instances prevent theft or other criminal 
acts, or ensure safety of persons or property.  The risk that any safety or 
security device, service or program may not be effective, or may malfunction, 
or be circumvented by a criminal, is assumed by Tenant with respect to 
Tenant's property and interests, and Tenant shall obtain insurance coverage 
to the extent Tenant desires protection against such criminal acts and other 
losses, as further described in Article 11. Tenant agrees to cooperate in any 
reasonable safety or security program developed by Landlord or required by 
Law.

                                  ARTICLE 29
                      COMMUNICATIONS AND COMPUTER LINES

    Tenant may install, maintain, replace, remove or use any communications 
or computer wires, cables and related devices (collectively the "Lines") at 
the Property in or serving the Premises, provided: (a) Tenant shall obtain 
Landlord's prior written consent, use an experienced and qualified contractor 
approved in writing by Landlord, and comply with all of the other provisions 
of Article 8, (b) any such installation, maintenance, replacement, removal or 
use shall comply with all Laws applicable thereto and good work practices, 
and shall not interfere with the use of any then existing Lines at the 
Property, (c) an acceptable number of spare Lines and space for additional 
Lines shall be maintained for existing and future occupants of the Property, 
as determined in Landlord's reasonable opinion, (d) if Tenant at any time 
uses any equipment that may create an electromagnetic field exceeding the 
normal insulation ratings of ordinary twisted pair riser cable or cause 
radiation higher than normal background radiation, the Lines therefor 
(including riser cables) shall be appropriately insulated to prevent such 
excessive electromagnetic fields or radiation, (e) as a condition to 
permitting the installation of new Lines, Landlord may require that Tenant 
remove existing Lines located in or serving the Premises, (f) Tenant's rights 
shall be subject to the rights of any regulated telephone company, and (g) 
Tenant shall pay all costs in connection therewith.  Landlord reserves the 
right to require that the Tenant remove any Lines located in or serving the 
Premises which are installed in violation of these provisions, or which are 
at any time in violation of any Laws or represent a dangerous or potentially 
dangerous condition (whether such Lines were installed by Tenant or any other 
party), within three (3) days after written notice.

    Landlord may (but shall not have the obligation to): (i) install new 
Lines at the Property, (ii) create additional space for Lines at the 
Property, and (iii) reasonably direct, monitor and/or supervise the 
installation, maintenance, replacement and removal of, the allocation and 
periodic reallocation of available space (if any) for, and the allocation of 
excess capacity (if any) on, any 

                                                       --------     ---------
                                                       Tenant       Landlord

                                      21
<PAGE>

Lines now or hereafter installed at the Property by Landlord, Tenant or any 
other party (but Landlord shall have no right to monitor or control the 
information transmitted through such Lines). Such rights shall not be in 
limitation of other rights that may be available to Landlord by Law or 
otherwise.  If Landlord exercises any such rights, Landlord may charge Tenant 
for the costs attributable to Tenant, or may include those costs and all 
other costs in Operating Expenses under Article 25 (including without 
limitation costs for acquiring and installing Lines and risers to accommodate 
new Lines and spare Lines, any associated computerized system and software 
for maintaining records of Line connections, and the fees of any consulting 
engineers and other experts); provided any capital expenditures included in 
Operating Expenses hereunder shall be amortized (together with reasonable 
finance charges) over the period of time prescribed by Article 25.

    Notwithstanding anything to the contrary contained in Article 13, 
Landlord reserves the right to require that Tenant remove any or all Lines 
installed by or for Tenant within or serving the Premises upon termination of 
this Lease, provided Landlord notifies Tenant prior to or within thirty (30) 
days following such termination.  Any Lines not required to be removed 
pursuant to this Article shall, at Landlord's option, become the property of 
Landlord (without payment by Landlord).  If Tenant fails to remove such Lines 
as required by Landlord, or violates any other provision of this Article, 
Landlord may, after twenty (20) days written notice to Tenant, remove such 
Lines or remedy such other violation, at Tenant's expense (without limiting 
Landlord's other remedies available under this Lease or applicable Law). 
Tenant shall not, without the prior written consent of Landlord in each 
instance, grant to any third party a security interest or lien in or on the 
Lines, and any such security interest or lien granted without Landlord's 
written consent shall be null and void. Except to the extent arising from the 
intentional or negligent acts of Landlord or Landlord's agents or employees, 
Landlord shall have no liability for damages arising from, and Landlord does 
not warrant that the Tenant's use of any Lines will be free from, the 
following (collectively called "Line Problems"): (x) any eavesdropping or 
wire tapping by unauthorized parties, (y) any failure of any Lines to satisfy 
Tenant's requirement, or (z) any shortages, failures, variations, 
interruptions, disconnections, loss or damage caused by the installation, 
maintenance, replacement, use or removal of Lines by or for other tenants or 
occupants at the Property, by any failure of the environmental conditions or 
the power supply for the Property to conform to any requirements for the 
Lines or any associated equipment, or any other problems associated with any 
Lines by any other cause.  Under no circumstances shall any Line Problems be 
deemed an actual or constructive eviction of Tenant, render Landlord liable 
to Tenant for abatement of Rent, or relieve Tenant from performance of 
Tenant's obligations under this Lease. Landlord in no event shall be liable 
for damages by reason of loss of profits, business interruption or other 
consequential damage arising from any Line Problems.

                                  ARTICLE 30
                             HAZARDOUS MATERIALS

    Tenant shall not transport, use, store, maintain, generate, manufacture, 
handle, dispose, release or discharge any "Hazardous Material" (as defined 
below) upon or about the Property, or permit Tenant's employees, agents, 
contractors, and other occupants of the Premises to engage in such activities 
upon or about the Property. However, the foregoing provisions shall not 
prohibit the transportation to and from, and use, storage, maintenance and 
handling within, the Premises of substances customarily used in offices (or 
such other business or activity expressly permitted to be undertaken in the 
Premises under Article 6), provided: (a) such substances shall be used and 
maintained only in such quantities as are reasonably necessary for such 
permitted use of the Premises, strictly in accordance with applicable Law and 
manufacturers' instructions therefore, (b) such substances shall not be 
disposed of, released or discharged on the Property, and shall be transported 
to and from the Premises in compliance with all applicable Laws, and as 
Landlord shall reasonably require, (c) if any applicable Law or Landlord's 
trash removal contractor requires that any such substances be disposed of 
separately from ordinary trash, Tenant shall make arrangements at Tenant's 
expense for such disposal directly with a qualified and licensed disposal 
company at a lawful disposal site (subject to scheduling and approval by 
Landlord), and shall ensure that disposal occurs frequently enough to prevent 
unnecessary storage of such substances in the Premises, and (d) any remaining 
such substances shall be completely, properly and lawfully removed from the 
Property upon expiration or earlier termination of this Lease.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      22
<PAGE>

    Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup or 
other regulatory action taken or threatened by any governmental or regulatory 
authority with respect to the presence of any Hazardous Material on the 
Premises or the migration thereof from or to other property, (ii) any demands 
or claims made or threatened by any party against Tenant or the Premises 
relating to any loss or injury resulting from any Hazardous Material, (iii) 
any release, discharge or non-routine, improper or unlawful disposal or 
transportation of any Hazardous Material on or from the Premises, and (iv) 
any matters where Tenant is required by Law to give a notice to any 
governmental or regulatory authority respecting any Hazardous Material on the 
Premises.  Landlord shall have the right (but not the obligation) to join and 
participate as a party in any legal proceedings or actions affecting the 
Premises initiated in connection with any environmental, health or safety 
Law.  At such times as Landlord may reasonably request, Tenant shall provide 
Landlord with a written list identifying any Hazardous Material then used, 
stored or maintained upon the Premises, the use and approximate quantity of 
each such material, a copy of any material safety data sheets ("MSDS") issued 
by the manufacturer therefor, written information concerning the removal, 
transportation and disposal of the same, and such other information as 
Landlord may reasonably require or as may be required by Law.  The term 
"Hazardous Material" for purposes hereof shall mean any chemical, substance, 
material or waste or component thereof which is now or hereafter listed, 
defined or regulated as a hazardous or toxic chemical, substance, material or 
waste or component thereof by any federal, state or local governing or 
regulatory body having jurisdiction, or which would trigger any employee or 
community "right-to-know" requirements adopted by any such body, or for which 
any such body has adopted any requirements for the preparation or 
distribution of an MSDS.

    If any Hazardous Material is released, discharged or disposed of by 
Tenant or any other occupant of the Premises, or their employees, agents or 
contractors, on or about the Property in violation of the foregoing 
provisions, Tenant shall immediately, properly and in compliance with 
applicable Laws clean up and remove the Hazardous Material from the Property 
and any other affected property and clean or replace any affected personal 
property (whether or not owned by Landlord), at Tenant's expense.  Such clean 
up and removal work shall be subject to Landlord's prior written approval 
(except in emergencies), and shall include, without limitation, any testing, 
investigation, and the preparation and implementation of any remedial action 
plan required by any governmental body having jurisdiction or reasonably 
required by Landlord.  If Tenant shall fail to comply with the provisions of 
this Article within five (5) days after written notice by Landlord, or such 
shorter time as may be required by Law or in order to minimize any hazard to 
Persons or property, Landlord may (but shall not be obligated to) arrange for 
such compliance directly or as Tenant's agent, through contractors or other 
parties selected by Landlord, at Tenant's expense (without limiting 
Landlord's other remedies under this Lease or applicable Law).  If any 
Hazardous Material is released, discharged or disposed of on or about the 
Property and such release, discharge or disposal is not caused by Tenant or 
other occupants of the Premises, or their employees, agents or contractors, 
such release, discharge or disposal shall be deemed casualty damage under 
Article 10 to the extent that the Premises or common areas serving the 
Premises are affected thereby; and in such case, Landlord and Tenant shall 
have the obligations and rights respecting such casualty damage provided 
under Article 10.

                                  ARTICLE 31
                                MISCELLANEOUS

    (A)  Each of the terms and provisions of this Lease shall be binding upon 
and inure to the benefit of the parties hereto, their respective heirs, 
executors, administrators, guardians, custodians, successors and assigns, 
subject to the provisions of Article 21 respecting Transfers.

    (B)  Neither this Lease nor any memorandum of lease or short form lease 
shall be recorded by Tenant.

    (C)  This Lease shall be construed in accordance with the Laws of the 
state in which the Property is located.

    (D)  All obligations or rights or either party arising during or 
attributable to the period ending upon expiration or earlier termination of 
this Lease shall survive such expiration or earlier termination.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      23
<PAGE>

    (E)  Landlord agrees that, if Tenant timely pays the Rent and performs 
the terms and provisions hereunder, and subject to all other terms and 
provisions of this Lease, Tenant shall hold and enjoy the Premises during the 
Term, free of lawful claims by any Person acting by or through Landlord.

    (F)  This Lease does not grant any legal rights to "light and air" 
outside the Premises nor any particular view or cityscape visible from the 
Premises.

    (G)  If the Commencement Date is delayed in accordance with Article 4 for 
more than one year, Landlord may declare this Lease null and void, and if the 
Commencement Date is so delayed for more than seven (7) years, this Lease 
shall thereupon become null and void without further action by either party.

                                  ARTICLE 32
                              RIGHT TO RELOCATE

    Notwithstanding anything herein to the contrary, Landlord shall in all 
cases retain the right and power to relocate Tenant within the Building in 
space which is comparable in size and location and suited to Tenant's use, 
such right and power to be exercised reasonably and such relocation to be 
carried out at Landlord's sole cost and expense.  Landlord shall not be 
liable or responsible for any claims, damages, or liabilities in connection 
with or occasioned by such relocation.  Landlord's reasonable exercise of 
such right and power shall include, but shall in no way be limited to, a 
relocation to consolidate the occupied rental square feet in order to provide 
Landlord's services more efficiently, or a relocation to provide contiguous 
vacant space for a prospective tenant.

                                  ARTICLE 33
                                    OFFER

    The submission and negotiation of this Lease shall not be deemed an offer 
to enter the same by Landlord, but the solicitation of such an offer by 
Tenant.  Tenant agrees that its execution of this Lease constitutes a firm 
offer to enter the same which may not be withdrawn for a period of ten (10) 
days after delivery to Landlord (or such other period as may be expressly 
provided in any other agreement signed by the parties).  During such period 
and in reliance on the foregoing, Landlord may, at Landlord's option (and 
shall, if required by applicable Law), deposit any security deposit and Rent, 
and proceed with any plans, specifications, alterations or improvements, and 
permit Tenant to enter the Premises, but such acts shall not be deemed an 
acceptance of Tenant's offer to enter this Lease, and such acceptance shall 
be evidenced only by Landlord signing and delivering this Lease to Tenant.

                                  ARTICLE 34
                                   NOTICES

    Except as expressly provided to the contrary in this Lease, every notice 
or other communication to be given by either party to the other with respect 
hereto, or to the Premises or Property, shall be in writing and shall not be 
effective for any purpose unless the same shall be served personally or by 
national air courier service, or United States certified mail, return receipt 
requested, postage prepaid, addressed, if to Tenant, at the address first set 
forth in the Lease, until the Commencement Date, and thereafter to the Tenant 
at the Premises, and if to Landlord, at the address at which the last payment 
of Rent was required to be made or such other address or addresses as Tenant 
and Landlord may from time to time designate by notice given as above 
provided. Every notice or other communication hereunder shall be deemed to 
have been given as of the third business day following the date of such 
mailing (or as of any earlier date evidenced by a receipt from such national 
air courier service or the United States Postal Service) or immediately if 
personally delivered.  Notices not sent in accordance with the foregoing 
shall be of no force or effect until received by the foregoing parties at 
such addresses required herein.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      24
<PAGE>

                                  ARTICLE 35
                             REAL ESTATE BROKERS

    Tenant represents that Tenant has not dealt with any broker, agent or 
finder in connection with this Lease and agrees to indemnify and hold 
Landlord harmless from all damages, judgments, liabilities and expenses 
(including reasonable attorneys' fees) arising from any claims or demands of 
any other broker, agent or finder with whom Tenant has dealt for any 
commission or fee alleged to be due in connection with its participation in 
the procurement of Tenant or the negotiation with Tenant of this Lease.

                                  ARTICLE 36
                               SECURITY DEPOSIT

    Tenant shall deposit with Landlord the amount of $ N/A ("Security 
Deposit"), upon Tenant's execution and submission of this Lease.  The 
Security Deposit shall serve as security for the prompt, full and faithful 
performance by Tenant of the terms and provisions of this Lease.  In the 
event that Tenant is in default hereunder and fails to cure within any 
applicable time permitted under this Lease, or in the event that Tenant owes 
any amounts to Landlord upon the expiration of this Lease, Landlord may use 
or apply the whole or any part of the Security Deposit for the payment of 
Tenant's obligations hereunder.  The use or application of the Security 
Deposit or any portion thereof shall not prevent Landlord from exercising any 
other right or remedy provided hereunder or under any Law and shall not be 
construed as liquidated damages. In the event the Security Deposit is reduced 
by such use or application, Tenant shall deposit with Landlord, within ten 
(10) days after written notice, an amount sufficient to restore the full 
amount of the Security Deposit.  Any remaining portion of the Security 
Deposit shall be returned to Tenant within thirty (30) days after Tenant has 
vacated the Premises in accordance with Article 13.  If the Premises shall be 
expanded at any time, or if the Term shall be extended at an increased rate 
of Rent, the Security Deposit shall thereupon be proportionately increased.

                                  ARTICLE 37
                               ENTIRE AGREEMENT

    This Lease, together with Riders One through Four and Exhibits "A and B" 
(WHICH COLLECTIVELY ARE HEREBY INCORPORATED HEREIN AND MADE A PART HEREOF AS 
THOUGH FULLY SET FORTH), contains all the terms and provisions between 
Landlord and Tenant relating to the matters set forth herein and no prior or 
contemporaneous agreement or understanding pertaining to the same shall be of 
any force or effect, except any such contemporaneous agreement specifically 
referring to and modifying this Lease, signed by both parties. Without 
limitation as to the generality of the foregoing, Tenant hereby acknowledges 
and agrees that Landlord's leasing agents and field personnel are only 
authorized to show the Premises and negotiate terms and conditions for leases 
subject to Landlord's final approval, and are not authorized to make any 
agreements, representations, understandings or obligations binding upon 
Landlord respecting the condition of the Premises or Property, suitability of 
the same for Tenant's business, or any other matter, and no such agreements, 
representations, understandings or obligations not expressly contained herein 
or in such contemporaneous agreement shall be of any force or effect. Neither 
this Lease, nor any Riders or Exhibits referred to above, may be modified, 
except in writing signed by both parties.

LANDLORD:                         TENANT:
                                  UNISON SOFTWARE TEXAS, INC.,
                                  a Texas corporation

By:                               By:                        
   ------------------------          --------------------------
     Steve R. Scott
                                  Name:                           
                                       ------------------------
Date:               , 1997
     ---------------              Title:                          
                                        -----------------------

                                  Date:                  , 1997
                                       ------------------


                                                       --------     ---------
                                                       Tenant       Landlord

                                      25
<PAGE>

                 CERTIFICATE FOR UNISON SOFTWARE TEXAS, INC.
                        (IF TENANT IS A CORPORATION)

    I, ____________________________________________________, Secretary, 
hereby certify that the officer executing the foregoing Lease on behalf of 
Tenant was duly authorized to act in his capacity as _____________________ 
and his actions are the actions of Tenant.


(Corporate Seal)
                                       By:
                                          -----------------------------------

                                       Name:
                                            ---------------------------------

                                       Title:
                                             --------------------------------


                                                       --------     ---------
                                                       Tenant       Landlord

                                      26
<PAGE>

                                  EXHIBIT A
                             DESCRIPTION OF LAND

                                 811 BARTON

TRACT I:

    All that certain tract or parcel of land or premises, being out of the 
Isaac Decker League in the City of Austin, Travis County, Texas, being a 
portion of that certain 1.67 acre tract conveyed to Steve R. Scott by a 
correction partition deed dated April 29, 1983, as recorded in Volume 8072, 
Page 262 of the Travis County Deed Records and being 1.471 acres of land more 
particularly described by metes and bounds as follows:

    Beginning at an iron pin found at the southeast intersection of a sixty 
foot wide roadway known locally as Bouldin Avenue and a one hundred foot wide 
roadway known locally as Barton Springs Road, being the northwest corner of 
the tract described herein;

    Thence, with the south line of Barton Springs Road, S 66 DEG. 54' E 
225.15 feet to an iron pin found at the northwest corner of Lot A, Vernon's 
Addition, a subdivision of record, as recorded in Book 68, Page 62 of the 
Travis County Plat Records, same being the northeast corner of the tract 
described herein;

    Thence, S 23 DEG. 06' W pass at 167.50 feet to an iron pin found at the 
southwest corner of Lot A, Vernon's Addition, in all a distance of 281.23 
feet to an iron pin found for the southeast corner of the tract described 
herein;

    Thence, N 60 DEG. 03' W 106.67 feet to an iron pin found for an angle 
point in the south line of this tract;

    Thence, N 60 DEG. 05' W 150.09 feet to an iron pipe found in the east 
line of Bouldin Avenue for the southwest corner of the tract described herein;

    Thence, with the east line of Bouldin Avenue, N 29 DEG. 53' E 252.46 feet 
to the Point and Place of Beginning.  There being contained within these 
metes and bounds 1.471 acres of land area, more or less.

TRACT 11:

    Lot A, Vernon's Addition, a subdivision in the City of Austin, Travis 
County, Texas, according to the map or plat thereof recorded in Volume 68, 
Page 62, Plat Records of Travis County, Texas.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      27
<PAGE>

                                   EXHIBIT B

                                  FLOOR PLAN



                                                       --------     ---------
                                                       Tenant       Landlord

                                      28
<PAGE>

                                   RIDER ONE

                                     RULES


     (1)  On Saturdays, Sundays and Holidays (as further defined in Article 
25 of the Lease), and on other days between the hours of 7:00 p.m. and 7:00 
a.m. the following day, or such other hours as Landlord shall determine from 
time to time, access to the Property (as defined in Article 25 of the Lease) 
and/or to the passageways, entrances, exits, shipping areas, halls, 
corridors, elevators or stairways and other areas in the Property may be 
restricted and access gained by use of a key to the outside doors of the 
Property, or pursuant to such security procedures Landlord may from time to 
time impose.  All such areas, and all roofs, are not for use of the general 
public and Landlord shall in all cases retain the right to control and 
prevent access thereto by all persons whose presence in the judgment of 
Landlord shall be prejudicial to the safety, character, reputation and 
interests of the Property and its tenants, provided, however, that nothing 
herein contained shall be construed to prevent such access to persons with 
whom Tenant deals in the normal course of Tenant's business unless such 
persons are engaged in activities which are illegal or violate these Rules. 
No Tenant and no employee or invitee of Tenant shall enter into areas 
reserved for the exclusive use of Landlord, its employees or invitees.  
Tenant shall keep doors to corridors and lobbies closed except when persons 
are entering or leaving.

          As used in the Lease, "business days" means Monday through Saturday 
(except Holidays); "regular hours" means 7:00 a.m. to 7:00 p.m. on weekdays 
and 7:00 a.m. to 3:00 p.m. on Saturday; and "Holidays" means New Year's Day, 
President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the 
day after Thanksgiving, and Christmas, together with such other holidays 
designated by Landlord consistent with those holidays designated by landlords 
of comparable office buildings located in the county in which the Building 
(as defined in Article 25 of the Lease) is located.

     (2)  Tenant shall not paint, display, inscribe, maintain or affix any 
sign, placard, picture, advertisement, name, notice, lettering or direction 
on any part of the outside or inside of the Property, or on any part of the 
inside of the Premises which can be seen from the outside of the Premises, 
without the prior consent of Landlord, and then only such name or names or 
matter and in such color, size, style, character and material as may be first 
approved by Landlord in writing.  Landlord shall prescribe the suite number 
and identification sign for the Premises (which shall be prepared and 
installed by Landlord at Tenant's expense).  Landlord reserves the right to 
remove at Tenant's expense all matter not so installed or approved without 
notice to Tenant.

     (3)  Tenant shall not in any manner use the name of the Property for any 
purpose other than that of the business address of the Tenant, or use any 
picture or likeness of the Property, in any letterheads, envelopes, 
circulares, notices, advertisements, containers or wrapping material without 
Landlord's express consent in writing.

     (4)  Tenant shall not place anything or allow anything to be placed in 
the Premises near the glass of any door, partition, wall or window which may 
be unsightly from outside the Premises, and Tenant shall not place or permit 
to be placed any article of any kind on any window ledge or on the exterior 
walls.  Blinds, shades, awnings or other forms of inside or outside window 
ventilators or similar devices shall not be placed in or about the outside 
windows in the Premises except to the extent, if any, that the character, 
shape, color, material and make thereof is first approved by the Landlord.

     (5)  Furniture, freight and other large or heavy articles, and all other 
deliveries may be brought into the Property only at times and in the manner 
designated by Landlord, and always at the Tenant's sole responsibility and 
risk.   Landlord may impose reasonable charges for use of freight elevators 
after or before normal business hours.   All damage done to the Property by 
moving or maintaining such furniture, freight or articles shall be repaired 
by Landlord at Tenant's expense.  Landlord may inspect items brought into the 
Property or Premises with respect to weight or dangerous nature.  Landlord 
may require that all furniture, equipment, cartons and similar articles 
removed from the Premises or the Property be listed and a removal permit 
therefor first be obtained from Landlord.  Tenant shall not take or permit to 
be taken in or out of other entrances or 


                                                       --------     ---------
                                                       Tenant       Landlord

                                      29
<PAGE>

RIDER ONE - CONTINUED

elevators of the Property any item normally taken, or which Landlord 
otherwise reasonably requires to be taken, in or out through service doors or 
on freight elevators.  Tenant shall not allow anything to remain in or 
obstruct in any way any lobby, corridor, sidewalk, passageway, entrance, 
exit, hall, stairway, shipping area, or other such area. Tenant shall move 
all supplies, furniture and equipment as soon as received directly to the 
Premises, and shall move all such items and waste (other than waste 
customarily removed by Property employees) that are at any time being taken 
from the Premises directly to the areas designated for disposal.  Any 
handcarts used at the Property shall have rubber wheels.

     (6)  Tenant shall not overload any floor or part thereof in the Premises 
or Property, including any public corridors or elevators therein, bringing in 
or removing any large or heavy articles, and Landlord may direct and control 
the location of safes and all other heavy articles and require supplementary 
supports at Tenant's expense of such material and dimensions as Landlord may 
deem necessary to property distribute the weight.

     (7)  Tenant shall not attach or permit to be attached additional locks 
or similar devices to any door or window, change existing locks or the 
mechanism thereof, or make or permit to be made any keys for any door other 
than those provided by Landlord. Tenant, upon termination of its tenancy, 
shall deliver to the Landlord all keys of offices, rooms and toilet rooms 
which have been furnished Tenant or which the Tenant shall have had made, and 
in the event of loss of any keys so furnished shall pay Landlord therefor.

     (8)  If Tenant desires signal, communication, alarm or other utility or 
similar service connections installed or changed, Tenant shall not install or 
change the same without the prior approval of Landlord, and then only under 
Landlord's direction at Tenant's expense.  Tenant shall not install in the 
Premises any equipment which requires more electric current than Landlord is 
required to provide under this Lease, without Landlord's prior approval, and 
Tenant shall ascertain from Landlord the maximum amount of load or demand for 
or use of electrical current which can safely be permitted in the Premises, 
taking into account the capacity of electric wiring in the Property and the 
Premises and the needs of tenants of the Property, and shall not in any event 
connect a greater load than such safe capacity.

     (9)  Tenant shall not obtain for use upon the Premises ice, drinking 
water, towel, janitor and other similar services, except from Persons (as 
defined in Article 25 of the Lease) approved by the Landlord.  Any Person 
engaged by Tenant to provide janitor or other services shall be subject to 
direction by the manager or security personnel of the Property.

     (10) Tenant shall not permit the use or the operation of any coin 
operated machines on the Leased Premises, including without limitation 
vending machines, video games, pinball machines, or pay telephones without 
the prior written consent of Landlord.

     (11) The toilet rooms, urinals, wash bowls and other such apparatus 
shall not be used for any purpose other than that for which they were 
constructed and no foreign substance of any kind whatsoever shall be thrown 
therein and the expense of any breakage, stoppage or damage resulting from 
the violations of this Rule shall be borne by the Tenant, who, or whose 
employees or invitees, shall have caused it.

     (12) The janitorial closets, utility closets, telephone closets, broom 
closets, electrical closets, storage closets, and other such closets, rooms 
and areas shall be used only for the purposes and in the manner designated by 
Landlord, and may not be used by tenants, or their contractors, agents, 
employees, or other parties without Landlord's prior written consent.

     (13) Landlord reserves the right to exclude or expel from the Property 
any person who, in the judgment of Landlord, is intoxicated or under the 
influence of liquor or drugs, or who shall in any manner do any act in 
violation of any of these Rules. Tenant shall not at any time manufacture, 
sell, use or give away any spirituous, fermented, intoxicating or alcoholic 
liquors on the Premises, nor permit any of the same to occur (except in 
connection with occasional social or business events conducted in the 
Premises which do not violate any Laws (as defined in Article 25 of the 
Lease) nor 


                                                       --------     ---------
                                                       Tenant       Landlord

                                      30
<PAGE>

RIDER ONE - CONTINUED

bother or annoy any other tenants).  Tenant shall not at any time sell, 
purchase or give away food in any form by or to any Tenant's agents or 
employees or any other parties on the Premises, nor permit any of the same to 
occur (other than in lunch rooms or kitchens for employees as may be 
permitted or installed by Landlord, which does not violate any Laws or bother 
or annoy any other tenant).

     (14) Tenant shall not make any room-to-room canvass to solicit business 
or information or to distribute any article or material to or from other 
tenants or occupants of the Property and shall not exhibit, sell or offer to 
sell, use, rent or exchange any products or services in or from the Premises 
unless ordinarily embraced within the Tenant's use of the Premises specified 
in the Lease. Tenant agrees to cooperate and assist Landlord in the 
prevention of canvassing, soliciting and peddling within the Property.

     (15) Tenant shall not waste electricity, water, heat or air conditioning 
or other utilities or services, and agrees to cooperate fully with Landlord 
to assure the most effective and energy efficient operation of the Property 
and shall not allow the adjustment (except by Landlord's authorized Property 
personnel) of any controls.  Tenant shall keep corridor doors closed and 
shall not open any windows, except that if the air circulation shall not be 
in operation, windows which are openable may be opened with Landlord's 
consent.  As a condition to claiming any deficiency in the air conditioning 
or ventilation services provided by Landlord, Tenant shall close any blinds 
or drapes in the Premises to prevent or minimize direct sunlight.

     (16) Except with the prior written consent of Landlord, Tenant shall not 
sell, or permit the sale from the Lease Premises of, or use or permit the use 
of any sidewalk or mall area adjacent to the Leased Premises for the sale of 
newspapers, magazines, periodicals, theater tickets or any other goods or 
merchandise, nor shall Tenant carry on, or permit or allow any employee or 
other person to carry on, business in or from the Leased Premises for the 
service or accommodation of occupants of any other portion of the Building, 
nor shall the Leased Premises be used for manufacturing of any kind, or for 
any business or activity other than that specifically provided for in 
Tenant's lease.

     (17) Tenant shall cooperate and comply with any reasonable safety or 
security programs, including fire drills and air raid drills, and the 
appointment of "fire wardens" developed by Landlord for the Property, or 
required by Law.  Before leaving the Premises unattended, Tenant shall close 
and securely lock all doors or other means of entry to the Premises and shut 
off all lights and water faucets in the Premises (except heat to the extent 
necessary to prevent the freezing or bursting of pipes).

     (18) Tenant will comply with all municipal, county, state, federal or 
other government laws, statutes, codes, regulations and other requirements, 
including without limitation environmental, health, safety and police 
requirements and regulations respecting the Premises, now or hereinafter in 
force, at its sole cost, and will not use the Premises for any immoral 
purposes.

     (19) Tenant shall not (i) carry on any business, activity or service 
except those ordinarily embraced within the permitted use of the Premises 
specified in the Lease and more particularly, but without limiting the 
generality of the foregoing, shall not (ii) install or operate any internal 
combustion engine, boiler, machinery, refrigerating, heating or air 
conditioning equipment in or about the Premises, (iii) use the Premises for 
housing, lodging or sleeping purposes or for the washing of clothes, (iv) 
place any radio or television antennae other than inside of the Premises, (v) 
operate or permit to be operated any musical or sound producing instrument or 
device which may be heard outside the Premises, (vi) use any source of power 
other than electricity, (vii) operate any electrical or other devise from 
which may emanate electrical or other waves which may interfere with or 
impair radio, television, microwave, or other broadcasting or reception from 
or in the Property or elsewhere, (viii) bring or permit any bicycle or other 
vehicle, or dog (except in the company of a blind person or except where 
specifically permitted) or other animal or bird in the Property, (ix) make or 
permit objectionable noise or odor to emanate from the Premises, (x) do 
anything in or about the Premises tending to create or maintain a nuisance or 
do any act tending to injure the reputation of the Property, (xi) throw or 
permit to be thrown or dropped any article from any window or other opening 
in the Property, (xii) use or permit upon the Premises anything that 


                                                       --------     ---------
                                                       Tenant       Landlord

                                      31
<PAGE>

RIDER ONE - CONTINUED

will invalidate or increase the rate of insurance on any policies of 
insurance now or hereafter carried on the Property or violate the 
certificates of occupancy issued for the Premises or the Property, (xiii) use 
the Premises for any purpose, or permit upon the Premises anything that may 
be dangerous to persons or property (including but not limited to flammable 
oils, fluids paints, chemicals, firearms or any explosive articles or 
materials), nor (xiv) do or permit anything to be done upon the Premises in 
any way tending to disturb any other tenant at the Property or the occupants 
of neighboring property.

     (20) If the Property shall now or hereafter contain a building garage, 
parking structure or other parking area facility, the following Rules shall 
apply in such areas or facilities:

          (i)  Parking shall be available in areas designated generally for 
tenant parking, for such daily or monthly charges as Landlord may establish 
from time to time, or as may be provided in any Parking Agreement attached 
hereon (which, when signed by both parties as provided therein, shall 
thereupon become effective). In all cases, parking for Tenant and its 
employees and visitors shall be on a "first come, first served", unassigned 
basis, with Landlord and other tenants at the Property, and their employees 
and visitors, and other Persons to whom Landlord shall grant the right or who 
shall otherwise have the right to use the same, all subject to these Rules, 
as the same may be amended or supplemented, and applied on a 
nondiscriminatory basis, all as further described in Article 6 of the Lease.  
Notwithstanding the foregoing to the contrary, Landlord reserves the right to 
assign specific spaces, and to reserve spaces for visitors, small cars, 
handicapped individuals, and other tenants, visitors of tenants or other 
Persons, and Tenant and its employees and visitors shall not park in any such 
assigned or reserved spaces.  Landlord may restrict or prohibit full size 
vans and other large vehicles.

          (ii) In case of any violations of these provisions, Landlord may 
refuse to permit the violator to park, and may remove the vehicle owned or 
driven by the violator from the Property without liability whatsoever, at 
such violator's risk and expense. Landlord reserves the right to close all or 
a portion of the parking areas or facilities in order to make repairs or 
perform maintenance services, or to alter, modify, re-stripe or renovate the 
same, or if required by casualty, strike, condemnation, act of God, Law or 
governmental requirement, or any other reason beyond Landlord's reasonable 
control.  In the event access is denied for any reason, any monthly parking 
charges shall be abated to the extent access is denied, as Tenant's sole 
recourse.  Tenant acknowledges that such parking areas or facilities may be 
operated by an independent contractor not affiliated with Landlord, and 
Tenant acknowledges that in such event, Landlord shall have no liability for 
claims arising through acts or omissions of such independent contractor, if 
such contractor is reputable.

          (iii) Hours shall be 7:00 a.m. to 7:00 p.m., Monday through Friday, 
and 7:00 a.m. to 3:00 p.m. on Saturdays, or such other hours as may be 
reasonably established by Landlord or its parking operator from time to time; 
cars must be parked entirely within the stall lines, and only small cars may 
be parked in areas reserved for small cars; all directional signs and arrows 
must be observed; the speed limit shall be five (5) miles per hour; spaces 
reserved for handicapped parking must be used only by vehicles properly 
designated; every parker is required to park and lock his own car; washing, 
waxing, cleaning or servicing of any vehicle is prohibited; parking spaces 
may be used only for parking automobiles; parking is prohibited: (a) in areas 
not striped or designated for parking, (b) in aisles, (c) where "no parking" 
signs are posted, (d) on ramps, and (e) in loading areas and other specially 
designated areas.  Delivery trucks and vehicles shall use only those areas 
designated therefor.

     (21) Tenant shall not any time occupy any part of the Leased Premises as 
sleeping or lodging quarters.

     (22) Landlord desires to maintain in the Property the highest standard 
of dignity and good taste consistent with comfort and convenience for 
Tenants.  Any action or condition not meeting this high standard should be 
reported directly to Landlord.  Your cooperation will be mutually beneficial 
and sincerely appreciated. Landlord reserves the right to make such other and 
further reasonable rules and regulations as in its judgment may from time to 
time be necessary, for 


                                                       --------     ---------
                                                       Tenant       Landlord

                                      32
<PAGE>

RIDER ONE - CONTINUED

the safety, care and cleanliness of the Leased Premises and for the 
preservation of good order therein.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      33
<PAGE>

                                   RIDER TWO

                                   BASE RENT


     Notwithstanding anything to the contrary contained in the Lease, the 
parties agree as follows.  The term "Lease Year" herein means each twelve 
(12) month period or portion thereof during the Term, commencing with the 
Commencement Date, without regard to calendar years.

          (A)  Upon Lease commencement and through July 31, 1998, Base Rent 
shall be $15.20 per NRSF per year, $35,831.47 per month.

          (B)  Commencing on August 1, 1998, Base Rent shall be $16.10 per 
NRSF per year, $37,953.07 per month.

          (C)  Commencing on August 1, 1999, Base Rent shall be $17.00 per 
NRSF per year, $40,074.67 per month.

          (D)  Commencing on August 1, 2000, Base Rent shall be $17.75 per 
NRSF per year, $41,842.67 per month.

          (E)  Commencing on August 1, 2001, Base Rent shall be $18.50 per 
NRSF per year, $43,610.67 per month.

          (F)  Commencing on August 1, 2002, Base Rent shall be $18.80 per 
NRSF per year, $44,317.87 per month.


                                                       --------     ---------
                                                       Tenant       Landlord

                                      34
<PAGE>

                                 RIDER THREE

                     LEASEHOLD IMPROVEMENTS AGREEMENT


     NONE.


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                                                       Tenant       Landlord

                                      35
<PAGE>

                                  RIDER FOUR

                              PARKING AGREEMENT

Building:      811 Barton               Suite Nos:      511, 611

Landlord:      Steve R. Scott           Date of Lease:  July 16, 1997

Tenant:   Unison Software Texas, Inc.

    So long as the Lease of which this Agreement is a part shall remain in 
effect, Landlord will provide Tenant and persons designated by Tenant a 
minimum of ninety-four (94) parking spaces in the garage on either an 
unreserved and nonexclusive basis, or a reserved basis.

    Tenant shall pay $20.00 per space per month as additional rent for each 
of the unreserved parking spaces and $40.00 per space per month as additional 
rent for each of the reserved parking spaces.

    Landlord expressly reserves the right to redesignate parking areas and to 
modify the parking structure for other uses or to any extent.

    A condition of any parking shall be compliance by the parker with garage 
rules and regulations, including any sticker or other identification system 
established by Landlord.  The following rules and regulations are in effect 
until notice is given to Tenant of any change.  Landlord reserves the right 
to modify and/or adopt such other reasonable and nondiscriminatory rules and 
regulations for the garage as it deems necessary for the operation of the 
garage. Landlord may refuse to permit any person who violates the rules to 
park in the garage, and any violation of the rules shall subject the car to 
removal.

                            RULES AND REGULATIONS

    1.   Cars must be parked entirely within the stall lines
painted on the floor.

    2.   All directional signs and arrows must be observed.

    3.   The speed limit shall be five (5) miles per hour.

    4.   Parking is prohibited:

         (a)  in areas not striped for parking;
         (b)  in aisles;
         (c)  where "no parking" signs are posted;
         (d)  in cross hatched areas; and
         (e)  in such other areas as may be designated by Landlord
              or Landlord's agent(s).

    5.   Parking stickers or any other device or form of identification 
supplied by Landlord shall remain the property of the Landlord and shall not 
be transferable.  There will be a replacement charge payable by Tenant equal 
to the amount posted from time to time by Landlord for loss of any magnetic 
parking card or parking sticker.

    6.   Garage managers or attendants are not authorized to make or allow 
any exceptions to these Rules and Regulations.

    7.   Every parker is required to park and lock his own car. All 
responsibility for damage to cars or persons is assumed by the parker.

    8.   No intermediate or full-sized cars shall be parked in
parking spaces limited to 


                                                       --------     ---------
                                                       Tenant       Landlord

                                      36
<PAGE>

compact cars.

    9.   All motorcycles/motorized bicycles are to be parked in the 
designated motorcycle area, and will be removed from the property if not in 
the designated area.

    Persistent failure after notice by Landlord on the part of Tenant or 
Tenant's designated parkers to observe the Rules and Regulations above shall 
give Landlord the right to terminate Tenant's right to use the parking 
structure.  No such termination shall create any liability on Landlord or be 
deemed to interfere with Tenant's right to quiet possession of its Premises.


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                                                       Tenant       Landlord

                                      37