Exhibit 10.52

                              GROSS LEASE AGREEMENT

                               For Office Space at

                       EastPark One in The American Center

                                      With

                    AMERICAN FAMILY MUTUAL INSURANCE COMPANY,
                                    As Lessor

                                       And

                         INTEGRATED INFORMATION SYSTEMS
                                    As Lessee

                                                                February 6, 2003
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                                TABLE OF CONTENTS

DESCRIPTION                                                                 PAGE

Article I         Use                                                         3
ArticleI I        Certain Definitions                                         3
Article III       Base Rent                                                   4
Article IV        Additional Rent                                             4
Article V         Lessor's Books and Records                                  4
Article VI        Security Deposit                                            4
Article VII       Overdue Amount - Rent Independent                           5
Article VIII      ADA/Handicap Access                                         5
Article IX        EastPark One Completion                                     5
Article X         Lessee's Leasehold Improvements                             5
Article XI        Possession of Premises & Liquidation Damages                6
Article XII       Services                                                    6
Article XIII      Other                                                       8
Article XIV       Insurance                                                   8
Article XV        Certain Rights Reserved by Lessor                          10
Article XVI       Alterations and Improvements                               11
Article XVII      Waste and Repairs                                          12
Article XVIII     Lessor's Right of Entry                                    13
Article XIX       Maintenance by Lessor                                      13
Article XX        Environmental Issues                                       13
Article XXI       Assignment or Subletting                                   15
Article XXII      Damage by Fire or Other Casualty                           16
Article XXIII     Eminent Domain                                             17
Article XXIV      Surrender of Premises                                      18
Article XXV       Default of Lessee                                          19
Article XXVI      Subordination                                              23
Article XXVII     Miscellaneous                                              24
Article XXVIII    Lessor's Personal Property Taxes                           29
Article XXIX      Storage Space                                              30
Article XXX       Lessee Identification                                      30
Article XXXI      Parking Rights of Lessee                                   30
Article XXXII     Attorney Fees                                              30

Exhibit A         Floor Plan (See Exhibit "C")
Exhibit B         Plat of Survey (Intentionally Deleted)
Exhibit C         Leasehold Improvements
Exhibit D         Maintenance Schedule
Exhibit E         Rules and Regulations
Exhibit F         Termination Fee Calculation


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                                  OFFICE LEASE

     THIS INDENTURE of lease, dated this 6th day of February, 2003, by and
between American Family Mutual Insurance Company, a Wisconsin insurance
corporation authorized to do business in the State of Wisconsin, owner of an
office building known as EastPark One, located at 4600 American Parkway,
Madison, Wisconsin, 53718, hereinafter referred to as "Lessor", and Integrated
Information Systems, hereinafter referred to as "Lessee".

                                   WITNESSETH:

     That Lessor, in consideration of the rents and covenants hereinafter set
forth, does hereby lease and let unto Lessee, and Lessee does hereby hire and
take from Lessor, that certain space shown and designated on the floor plans
attached hereto and made a part hereof as Exhibit "A", located on the second
floor of the office building known and described as EastPark One, located at
4600 American Parkway, Madison 53718. The aforesaid space leased and let unto
Lessee is hereinafter referred to as the "Premises". Said Premises consists of
7,082 square feet of net rentable office area known as suite 200 in a building
which contains approximately 62,536 square feet of net rentable area. The land
(including all easement areas appurtenant thereto, if any) upon which the
building or buildings of which the Premises are a part, is hereinafter referred
to as the "Property". The Property and improvements including the Premises
located therein and thereon and the appurtenant parking facilities, if any, are
hereinafter called "EastPark One".

     TO HAVE AND TO HOLD THE SAME PREMISES, for a term of five ( 5 ) years
beginning April 5, 2003 (Commencement Date) and ending on March 31, 2008 unless
sooner terminated, in the manner provided hereinafter.

ARTICLE I. USE: Lessee may use the Premises for any lawful purpose including,
but not by way of limitation, administrative and other office purposes provided
that Lessee's use shall not violate applicable laws, regulations or ordinances
nor existing protective covenants and provided that such use does not materially
adversely affect Lessor or other tenants. Lessor warrants that Lessee's
permitted uses herein do not violate any private restrictive covenants binding
upon Lessor or the Property and that no private protective covenants will be
imposed upon the Property as would restrict Lessee's use of the Premises as set
forth in this Lease. Lessor represents and warrants to Lessee that the Property
is zoned 0-4 according to the zoning ordinance of the City of Madison,
Wisconsin.

ARTICLE II. CERTAIN DEFINITIONS: "Substantial Completion" shall mean that the
applicable space including leasehold improvements to be constructed by Lessor as
more particularly described on Exhibit "C" attached hereto and made a part
hereof, has been constructed and is finished to the condition that Lessee can
use same to substantially the same extent and usefulness as Lessee could if such
work were fully completed. Applicable space


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shall not be deemed "Substantially Complete" unless a certificate of occupancy
(full, temporary or permanent) has been issued by applicable governmental
authority in respect to such space, but no such certificate shall be required if
failure to secure same arises out of matters which are the responsibility of
Lessee.

ARTICLE III.  BASE RENT:

     A.   In consideration of the leasing aforesaid, Lessee agrees to pay to
          Lessor, by mailing to Lessor's Agent: Oakbrook Corporation, 2 Science
          Court, Post Office Box 45530, Madison, Wisconsin 53744, or at such
          other place as Lessor from time to time may designate in writing,
          annual rental, sometimes hereinafter referred to as the "Initial Base
          Rent" payable monthly, in advance, in equal installments of
          one-twelfth (1/12) of said annual sums, commencing and due on the
          first day of the term and on the first day of each and every month
          thereafter during the term of this lease. This is a gross lease (full
          service lease) with Landlord paying all operating expenses and real
          estate taxes subject to limits established in Article IV.

     B.   Base rental schedule:

                           For annual periods beginning on Commencement Date:

                                  Square Foot        Annual
                           Year   Base Rental Rate   Rental Amount
                           ----   ----------------   -------------
                             1         $17.50          $123,935
                             2         $17.85          $126,414
                             3         $18.21          $128,963
                             4         $18.57          $131,513
                             5         $18.94          $134,133

ARTICLE IV. ADDITIONAL RENT: If, at the beginning of the second lease year, and
each year thereafter, Lessor's Real Estate Tax for the Property, for the next
twelve (12) months will increase by more than two (2) percent over the prior
twelve (12) months (Base Year), Lessee shall pay their pro-rata share of the
increase in Real Estate Tax over the Base Year as Additional Rent. Lessor shall
invoice Lessee for 1/12 of this amount monthly which shall be due and payable
along with Base Rent. Lessee's prorata share shall be computed as Lessee's
rentable area of 7,082 square feet to total rentable area of 62,536 square feet,
or in this case 11.32% for the first lease year. Lessor shall recompute Lessee's
prorata share at the beginning of each lease year based on Lessee's rentable
area then in effect and total rentable area of the Property.

ARTICLE V.  LESSOR'S BOOKS AND RECORDS:  Intentionally Deleted.

ARTICLE VI. SECURITY DEPOSIT: In lieu of a security deposit, Lessee has
submitted and Lessor has accepted Lessee's financial statement prior to lease
execution.


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ARTICLE VII. OVERDUE AMOUNTS - RENT INDEPENDENT: Any installment of Base Rent,
Additional Rent, or other charges to be paid by Lessee accruing under the
provisions of this Lease, which shall not be paid when due, shall bear interest
at the rate of eight percent (8%) per annum from the date when the same is due
until the same shall be paid if Lessor so elects, but if such rate exceeds the
maximum interest rate permitted by law, such rate shall be reduced to the
highest rate allowed by law under the circumstances. Lessee's covenants to pay
the Base Rent are independent of any other covenant, condition, provision or
agreement herein contained.

ARTICLE VIII. ADA/HANDICAP ACCESS: Lessor shall be responsible for complying
with the Title III of the Americans with Disabilities Act (ADA) with respect to
the Common Areas of the Building. Notwithstanding the foregoing, Lessor shall
have the right to contest any alleged violation in good faith, including,
without limitation, the right to apply for and obtain a waiver or deferment of
compliance, the right to assert any and all defenses allowed by law and the
right to appeal any decisions, judgments or rulings to the fullest extent
permitted by law. Lessor, after the exhaustion of any and all rights to appeal
or contest, will make all repairs, additions, alterations or improvements
necessary to comply with the terms of any final order or judgment, provided that
Lessor elects not to contest any alleged violation, will promptly make all
repairs, additions, alterations or improvements necessary to comply with the
notice of violation. After construction of the leasehold improvements in
accordance with the provisions of Article X, Lessee shall be responsible for all
ADA modifications within the Premises at Lessee's sole cost and expense. In the
event Lessee fails to meet its obligations with respect to ADA modifications to
the Premises, Lessor shall have the right to make the modifications necessary to
comply with the ADA and to recover the full cost of such modifications along
with interest at the rate of eight percent (8%) by increasing future Additional
Rent Payments.

ARTICLE IX.  EASTPARK ONE COMPLETION:  Intentionally Deleted.

ARTICLE X. LESSEE'S LEASEHOLD IMPROVEMENTS: Lessor and Lessee agree that Lessor
shall construct for Lessee's use certain leasehold improvements in and to the
Premises in accordance with the provisions of this Article X. The leasehold
improvements shall be substantially completed on or before Commencement Date
subject to extensions for any additional time resulting from delays by Lessee
approved by Lessor. For every day of delay not caused by Lessee, Lessee shall be
entitled to two days of abated Base Rental.

     Lessor shall construct improvements shown on Exhibit "C" under a turnkey
arrangement for the Premises within a construction budget of $123,759 based on
plans and outline specifications approved by Lessee as shown on Exhibit "C". In
the event that the leasehold improvements requested by Lessee are in excess of
the construction budget due to changes requested by the Lessee after execution
of this agreement, Lessor shall inform Lessee of the additional costs to Lessee
setting forth, in reasonable detail, the items occasioning any excess costs over
and above the construction budget and Lessee shall pay the amount thereof to
Lessor upon substantial completion of the improvements.


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     Lessor shall not be required to install any Leasehold Improvements unless
the timing, price and all other matters in relation to such improvements have
been agreed upon in writing between Lessor and Lessee. Lessee shall authorize an
individual to make all agreements as to the type, quality, timing and price of
all leasehold improvements in the Premises; provided, however, such
authorization may be changed by Lessee upon written notice to Lessor.

     Leasehold Improvements shall be substantially complete within sixty (60)
days of Lease execution and Lessee approval of floor plans, whichever is later.

     Lessee shall have access to the Premises to install Lessee's telephone and
data cables, at Lessee's sole cost and expense, no sooner than fifteen (15) days
prior to substantial completion and upon notification to Lessor's general
contractor for trade scheduling purposes.

     Lessor shall reimburse Lessee's facility planner, Interior Logic, not to
exceed $4,000.00 for services rendered for Lessee within twenty-one (21) days of
Lessor's receipt of invoice, following Lease execution.

ARTICLE XI. POSSESSION OF PREMISES AND LIQUIDATED DAMAGES: If Lessor shall be
unable to give possession of the Premises to Lessee on the dates set forth in
Article X hereof because the leasehold improvements have not been substantially
completed in a timely manner, Lessor shall not be subject to any claims, damages
or liabilities for failure to give possession except as described in Article X;
provided, however, that in the event Lessor is unable to give possession to
Lessee by April 30, 2003, Lessee shall have the option to terminate this Lease.
Any delay in giving possession shall not serve to extend the termination date of
this Lease.

ARTICLE XII. SERVICES: Subject to Articles IV and XII hereof, Lessor shall
provide the following services on all days excepting Saturdays, Sundays,
holidays, and as otherwise stated:

     A.   Nightly janitorial services Monday through Friday in and about the
          Premises and the common areas of the building. The janitorial service
          furnished to the Premises shall include normal cleaning and upkeep
          services, normal removal of trash and rubbish, vacuuming and spot
          cleaning of carpeting, maintenance of towels, tissue and other
          restroom supplies and such other work as is customarily performed in
          connection with such nightly janitorial services in an office complex
          similar in construction, general location, use and occupancy to
          EastPark One, all in accordance with Lessor's schedule, a copy of
          which is attached hereto as Exhibit "D".

     B.   Electricity for lighting or any other purpose required in any common
          areas and parking facilities of EastPark One. In the event Lessee
          desires to install machinery, equipment or other devices requiring
          electrical energy in excess of that which can reasonably be provided
          by the electrical service to the Premises, Lessee shall not make such
          installation without first receiving Lessor's prior written consent,
          which shall not unreasonably be withheld; and provided


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          further that Lessee shall pay all costs of installation of facilities
          necessary to furnish such excess capacity and shall pay for such
          increased electrical usage pursuant to Article XII hereof.

     C.   Heat and air-conditioning, when reasonably necessary, Monday through
          Friday from 6:30 o'clock A.M. to 8:00 o'clock P.M., and on Saturdays
          which are not holidays, from 7:00 o'clock A.M. to 3:00 o'clock P.M.
          The foregoing notwithstanding, Lessor will provide on a 24 hour per
          day, seven days per week basis, the circulation of thermal water and
          the operation of any heat exchangers and the cooling tower all to the
          extent sufficient to allow for the proper functioning of air
          conditioning equipment in the Premises. In the event Lessee desires
          additional heating or air conditioning services over and above what is
          Lessor's obligation herein (extra hours), Lessee will provide Lessor
          reasonable advance notice that such additional services will be
          required and Lessor will use all reasonable effort to provide such
          additional services in minimum segments of one (1) hour. Lessor shall
          charge, and Lessee shall pay, a charge for such additional service
          equal to the cost to Lessor of the additional services provided,
          together with an invoice supporting the calculation of such additional
          services.

     D.   Hot and cold water from the regular building outlets for lavatory and
          restrooms and for drinking purposes.

     E.   Passenger elevator service in common with other Lessees to be provided
          by operator-less automatic elevators. Lessor shall have the right to
          restrict the use of elevators for freight purposes to the freight
          elevator and to hours to be determined by Lessor. Lessor shall have
          the right to limit the number of elevators to be in operation on
          Saturdays, Sundays and holidays.

     F.   Maintenance in good order, condition and repair of the parking
          facilities and all driveways leading thereto and keeping the same free
          from debris, litter, and any unreasonable accumulation of ice and snow
          and when Lessor is so required to remove snow and ice Lessor shall do
          so promptly. Lessor shall keep and maintain the landscaped area and
          parking facilities in a neat and orderly condition. Lessor reserves
          the right to designate areas of the appurtenant parking facilities
          where Lessee, its agents, employees and invitees shall park and may
          subject to Article XXXI hereof exclude Lessee, its agents, employees
          and invitees from parking in other areas as designated by Lessor,
          provided, however, Lessor shall not be liable to Lessee for the
          failure of any Lessee, its invitees, employees, agents, and customers
          to abide by Lessor's designations or restrictions.

     No temporary interruption in, or temporary stoppage of, any of the
aforesaid services caused by repairs, renewals, improvements, alterations,
strikes, lockouts, labor controversy, accidents, inability to obtain fuel or
supplies, or other causes not caused by the neglect of the Lessor shall be
deemed an eviction or disturbance of Lessee's use and possession, or render


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Lessor liable for damages, by abatement of rent or otherwise or relieve Lessee
from any obligation herein set forth. In no event shall Lessor be required to
provide any heat, air conditioning, electricity or other service in excess of
those set out in laws, ordinances or regulations of governmental authority.
Subject to the above, Lessor shall use reasonable effort to correct any such
interruption or stoppage of any of the aforesaid services.

     Anything in this Article XII to the contrary notwithstanding, in the event
Lessor is unable to provide any of the services required to be provided by
Lessor pursuant to said Article XII, and in the event such inability renders the
whole or any material portion of the Premises untenantable or unsuitable for the
purposes intended hereunder for a period of three (3) consecutive days after
receipt by Lessor of notice of untenantability or unsuitability from Lessee,
rent for the portion of the Premises rendered untenantable or unsuitable for the
purposes intended hereunder shall abate pro rata until the services are restored
to such a condition that the portion of the Premises affected is again rendered
tenantable or suitable; provided, however, that there shall be no such abatement
of rent if the Lessor's inability to provide such services is caused by misuse
or neglect of Lessee or Lessee's agents, employees or invitees or is caused by
shortages of fuel or other energy supplies to be provided by public or private
utilities or suppliers or by general unavailability of fuel, utilities or energy
in the Madison area.

ARTICLE XIII.  OTHER:  Intentionally Deleted.

ARTICLE XIV. INSURANCE: Lessor shall keep EastPark One insured for the benefit
of Lessor in an amount equivalent to the full replacement value thereof
(excluding foundation, grading and excavation costs) against:

     (a)  loss or damage by fire; and

     (b)  such other risk or risks of a similar or dissimilar nature as are now,
          or may in the future be, customarily covered with respect to buildings
          and improvements similar in construction, general location, use,
          occupancy and design to EastPark One, including, but without limiting
          the generality of the foregoing, windstorms, hail, explosion,
          vandalism, malicious mischief, civil commotion, and such other
          coverage as may be deemed necessary by Lessor, providing such
          additional coverage is obtainable and providing such additional
          coverage is such as is customarily carried with respect to buildings
          and improvements similar in construction, general location, use,
          occupancy and design to EastPark One.

     These insurance provisions shall in no way limit or modify any of the
obligations of Lessee under any provision of this Lease Agreement. Lessor agrees
that such policy or policies of insurance shall contain a waiver of subrogation
clause as to Lessee and Lessor (to the fullest extent allowed by law) waives,
releases and discharges Lessee from all claims or demands whatsoever which
Lessor may have or acquire arising out of damage to or destruction of EastPark
One (or Lessor's personal property located therein or thereon) whether such
claim or demand may arise because of the negligence or fault of Lessee, its
agents,


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employees, customers or business invitees, or otherwise, and Lessor agrees to
look to the insurance coverage only in the event of such loss.

     Lessee shall keep all of its machinery, equipment, furniture, fixtures,
personal property and business interests which may be located in, upon, or about
the Premises insured for the benefit of Lessee in an amount equivalent to the
full replacement value or insurable value thereof against:

     (a)  loss or damage by fire; and

     (b)  such other risk or risks or a similar or dissimilar nature as are now,
          or may in the future be, customarily covered with respect to a
          Lessee's machinery, equipment, furniture, fixtures, personal property
          and business located in a building similar in construction, general
          location, use, occupancy and design to EastPark One, including, but
          without limiting the generality of the foregoing, windstorms, hail,
          explosions, vandalism, theft, malicious mischief; civil commotion, and
          such other coverage as Lessee may deem appropriate or necessary.

     Lessee agrees that such policy or policies of insurance shall contain a
waiver of subrogation clause as to Lessor and Lessee (to the fullest extent
allowed by law) waives, releases and discharges Lessor from all claims or
demands whatsoever which Lessee may have or acquire arising out of damage to or
destruction of the machinery, equipment, furniture, fixtures, personal property,
and business of Lessee whether such claim or demand may arise because of the
negligence or fault of Lessor, its agents, employees, subcontractors or
otherwise, and Lessee agrees to look to the insurance coverage only in the event
of such loss.

     Lessor shall maintain, for its benefit and the benefit of its managing
agent, general public liability insurance against claims for personal injury,
death or property damage occurring upon, in or about EastPark One, such
insurance to afford protection to Lessor and its managing agent.

     Lessee shall, at Lessee's sole cost and expense maintain general public
liability insurance against claims for personal injury, death or property damage
occurring upon, in or about the Premises, such insurance to afford protection to
the limit of not less than One Million and 00/100 Dollars ($1,000,000.00) in
respect to the injury or death to a single person, and to the limit of not less
than Three Million and 00/100 Dollars ($3,000,000.00) in respect to any one
accident, and to the limit of not less than Five Hundred Thousand and 00/100
Dollars ($500,000.00) in respect to any property damage. Such policies of
insurance shall be written in companies reasonably satisfactory to Lessor,
naming Lessor and its managing agent as additional insureds thereunder, and such
policies, or a memorandum or certificate of such insurance, shall be delivered
to Lessor. At such time as insurance limits required of Lessees in office
buildings in the area in which EastPark One is located are generally increased
to greater amounts, Lessor shall have the right to require such greater


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limits as may then be customary. Lessee agrees to include in such policy the
contractual liability coverage insuring Lessee's indemnification obligations
provided for herein.

     Subject to the waiver of subrogation and waiver or release of claims
contained in this Article and except to the extent caused by the willful
misconduct of the Lessor, Lessee agrees to indemnify, defend, and save Lessor
and its managing agent harmless against and from any and all claims by or on
behalf of any person or persons, firm or firms, corporation or corporations,
arising from any breach or default on the part of Lessee in the performance of
any covenant or agreement on the part of Lessee to be performed, pursuant to the
terms of this Lease Agreement, or arising from any wrongful act or negligence
occurring or claimed to have occurred on the part of Lessee or its agents,
contractors, servants, employees or licensees, occurring during the term of this
Lease Agreement or any renewal thereof, in or about the Premises and EastPark
One, and from and against all costs, reasonable counsel fees, expenses and
liabilities incurred as a result of any such claim or action or proceeding
brought thereon; and in case any action or proceeding be brought against Lessor
or its managing agent by reason of any such claim, Lessee, upon notice from
Lessor, covenants to resist or defend such action or proceeding by counsel
reasonably satisfactory to Lessor.

     All property in EastPark One or on the Premises belonging to or under the
care, custody, and control of Lessee, its agents, employees, invitees or
otherwise located at the Premises, shall be at the risk of Lessee only, and
Lessor shall not he liable for damage thereto or theft, misappropriation or loss
thereof and Lessee agrees to defend and hold Lessor, its agents, employees and
servants harmless and indemnify them against claims and liability for loss of or
damage to such property. Anything in this Article XIV to the contrary
notwithstanding, Lessor shall be responsible for loss or damage sustained by
Lessee for the gross negligence of Lessor and for willful acts of theft by
Lessor or its employees while acting in the course of their employment, and for
acts of theft by others for whose acts Lessor may be responsible but only to the
extent of insurance proceeds recovered by Lessor because of such claims in
respect to such loss or damage; provided, however, in no event shall Lessor be
liable for more than $25,000 per occurrence.

ARTICLE XV. CERTAIN RIGHTS RESERVED BY LESSOR: Lessor reserves the following
rights exercisable without notice and without liability to Lessee and without
effecting an eviction, constructive or actual, or disturbance of Lessee's use or
possession, or giving rise to any claim for setoff or abatement of rent:

     A.   To reasonably control, install, affix and maintain any and all signs
          on the Property, or on the exterior of EastPark One and in the
          corridors, entrances and other common areas thereof. Landlord agrees,
          at its cost and expense, that it will erect and maintain at least one
          free standing sign visible from the adjacent private driveway
          indicating that Lessee is an occupant of the EastPark One Building.

     B.   To reasonably designate, limit, restrict and control any services (by
          third parties) which Lessor is not obligated to provide in or to
          EastPark One, including but not limited to the designation of sources
          from which Lessee may


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          obtain sign painting and lettering. Any restriction, designation,
          limitation or control imposed by reason of this subparagraph shall be
          imposed uniformly on Lessee and other Lessees occupying space in
          EastPark One, provided, however, that such restriction and control
          shall not prevent or unreasonably interfere with services delivering
          packages, parcels, mail, freight or similar items or the delivery of
          the product of services performed elsewhere for use by Lessee in the
          Premises pursuant to the terms hereof and further provided that the
          quality of such services designated by Landlord shall meet or exceed
          the quality of competitive providers and that the costs of such
          services designated by Landlord shall not exceed the costs of such
          services from competitive providers.

     C.   To reasonably retain at all times and to use in appropriate instances
          keys to all doors within and into the Premises. No locks shall be
          changed without the prior written consent of Lessor and Lessee. This
          provision shall not apply to Lessee's safes, or other areas maintained
          by Lessee for the safety and security of monies, securities,
          negotiable instruments or like items or areas containing proprietary
          items or information.

     D.   To temporarily, while making repairs, alterations, additions, or
          improvements, whether structural or otherwise, in and about EastPark
          One, or any part thereof, close doors, entryways, public spaces, and
          corridors in EastPark One and to interrupt or temporarily suspend
          services and facilities. Lessor shall use all reasonable efforts in
          its exercise of its rights under this Paragraph D to interfere as
          little as reasonably possible under the circumstances with Lessee's
          use of and operation in the Premises, but nothing herein shall require
          Lessor to perform any such work at other than normal business hours.
          All such work shall be performed by Lessor in a manner using
          reasonable effort to protect the safety of persons and property.

     E.   To reasonably restrict or prohibit vending or dispensing machines of
          any kind in or about the Premises, provided, however, Lessee shall be
          allowed to use coffee machines, vending machines and microwave ovens
          (for heating as opposed to cooking) in the Premises.

     F.   To reasonably approve the weight, size and location of safes and other
          heavy equipment and articles in and about the Premises and EastPark
          One and to require all such items to be moved into and out or EastPark
          One and the Premises only at such times and in such manner as Lessor
          shall direct in writing.

ARTICLE XVI. ALTERATIONS AND IMPROVEMENTS: Lessee shall not make any
improvements, alterations, additions or installations in or to the Premises
(hereinafter referred to as the "Work") without Lessor's prior written consent
(which consent shall not unreasonably be withheld) except that Lessor's consent
shall not be required for improvements, alterations, additions or installations
costing less than $5,000.00 if such neither


                                      -11-
<PAGE>

affect the structural aspects of the office nor change the electrical, plumbing,
or mechanical systems of EastPark One and Tenant notifies Landlord of its plans.
Along with any request for Lessor's consent, if required, and before
commencement of the Work or delivery of any materials to be used in the Work to
the Premises or into EastPark One, Lessee shall furnish Lessor with plans and
specifications, names and addresses of contractors, copies of contracts,
necessary permits and licenses, and an indemnification in such form and amount
as may be reasonably satisfactory to Lessor. Lessee agrees to defend and hold
Lessor forever harmless from any and all claims and liabilities of any kind and
description, which may arise out of or be connected in any way with said
improvements, alterations, additions or installations. All Work shall be done
only by contractors or mechanics reasonably approved by Lessor and at such time
and in such manner as Lessor may from time to time reasonably designate. Lessee
shall pay the cost of all such improvements, alterations, additions or
installations (including a reasonable charge for Lessor's services, if any, and
for Lessor's inspection and engineering time), and also the cost of painting,
restoring, or repairing the Premises and EastPark One occasioned by such
improvements, alterations, additions or installations. Upon completion of the
Work, Lessee shall furnish Lessor with contractor's affidavits and full and
final waivers of liens, and receipted bills covering all labor and materials
expended and used. The Work shall comply with all insurance requirements and all
laws, ordinances, rules and regulations of all governmental authorities and
shall be constructed in a good and workmanlike manner. Lessee shall permit
Lessor to inspect construction operations in connection with the Work. As a
condition to granting approval for any changes or alterations, Lessor may
require Lessee to agree that Lessor, by written notice to Lessee, given at or
prior to approval of Lessee's work under the Lease agreement, may require Lessee
to remove any improvements, additions or installations installed by Lessee in
the demised Premises, and repair and restore any damage caused by the
installation and removal of such improvements, additions or installations;
provided, however, the only improvements, additions or installations which
Lessee shall remove shall be those specified in such notice. Lessor's failure to
give such notice at the time of approval of the work shall be deemed to
constitute Lessor's consent for such work to remain in place at termination of
the Lease. At the time approval is requested or granted as to any specific
change or alteration, Lessee shall request Lessor to designate which portion of
such change or alteration shall be removed, repaired and restored at termination
of this Lease and which portion may be surrendered at termination of this Lease
without removal, repair and restoration and Lessor shall not be arbitrary or
capricious in respect to any such designation.

ARTICLE XVII. WASTE AND REPAIRS: Lessee shall take good care of the Premises and
shall not commit any nuisance or waste on the Premises or in, on, or about
EastPark One, throw foreign substances in the plumbing facilities, or waste any
of the utilities furnished by the Lessor. Anything in this Lease to the contrary
notwithstanding, all uninsured damage or injury to the Premises, or to EastPark
One caused by Lessee's gross misconduct in moving furniture, fixtures,
equipment, devices or other property of Lessee, its agents, contractors,
servants or employees, and due to gross carelessness, omission, neglect,
improper conduct of Lessee, its servants, employees, agents, visitors, or
licensees, shall be repaired, restored and replaced promptly by Lessee at its
sole cost and expense to the reasonable satisfaction of Lessor. All repairs,
restorations and replacements shall be in quality and class equal to the
original work.


                                      -12-
<PAGE>

ARTICLE XVIII. LESSOR'S RIGHT OF ENTRY: Lessor or its employees, or agents,
shall have the right to enter the Premises at any reasonable time or times for
the purpose of inspection, cleaning, repairs, altering, or improving the same.
Entry by Lessor or its agents, employees and service contractors shall be
conducted so as to interfere as little as reasonably possible under the
circumstances with Lessee's operations in the Premises; provided, however,
nothing herein shall prevent Lessor from performing inspection, cleaning,
maintenance and repair during normal business hours. Nothing in this Article
shall imply any obligation on the part of Lessor for repairs or maintenance and
Lessor's obligations therefor shall only be as expressly provided for in this
Lease. Lessor shall use reasonable effort to comply with Lessee's reasonable
security rules; provided, however, Lessor shall in no event be denied access
into the Premises in the event of an emergency and Lessee warrants that its
security rules shall in no event prevent access for routine cleaning and
janitorial services unless Lessee shall waive its right to such services in any
area to which access is prevented for performing such services in which event
Lessee shall perform at Lessee's sole cost and expense all routine and necessary
maintenance and repairs and provide janitorial services to such areas.

ARTICLE XIX. MAINTENANCE BY LESSOR: Lessor shall (subject to Article IV hereof)
maintain and keep in good appearance and repair EastPark One including the
Premises (except as expressly provided otherwise in this Lease) both exterior
and interior, and all structural parts, fixtures, wiring, plumbing, heating and
air conditioning components and systems, roof, walls, ceilings, and common areas
of EastPark One, including the common parking lot and/or ramp, driveways,
walkways and landscaping. Nothing herein shall require Lessor to repair, replace
or maintain any of Lessee's property (including air conditioning and electrical
systems owned by Lessee), or Lessee's trade fixtures, or any decorating items
within the Premises, including but not limited to paint, wall covering, carpet,
draperies and similar items, except as required hereunder. However, if through
normal use and with reasonable care by Lessee such decorating items in the foyer
areas shall deteriorate to a condition substandard for offices of similar
quality, the Lessor shall repair or replace the same with items similar in
quality to that repaired or replaced and the cost thereof shall be deemed an
Operating Expense. Lessor shall use reasonable effort to exercise its rights
under third party warranties if such third parties owe Lessor an obligation
under such warranties to repair or maintain any part of EastPark One.

ARTICLE XX.  ENVIRONMENTAL ISSUES:

     A.   During the term of this Lease, Lessee shall comply with all
          Environmental Laws and Environmental Permits (each as defined in
          Section D hereof) applicable to the operation or use of the Premises,
          shall cause all other persons occupying or using the Premises to
          comply with all such Environmental Laws and Environmental Permits,
          shall immediately pay all costs and expenses incurred by reason of
          such compliance, and shall obtain and renew all Environmental Permits
          required for operation or use of the Premises. Lessee shall not
          generate, use, treat, store, handle, release or dispose of, or permit
          the generation, use, treatment, storage, handling, release or disposal
          of Hazardous


                                      -13-
<PAGE>

          Materials (as defined in Section D of this Article XX) on the
          Premises, the Building or the Property by Lessee, its agents,
          employees, independent contractors, licensees or invitees, except for
          limited quantities used or stored at the Premises and required in
          connection with the routine operation and maintenance of the Premises,
          and then only in compliance with all applicable Environmental Laws and
          Environmental Permits. Except as otherwise required with respect to
          Lessee's obligation to comply with all Environmental Laws and
          Environmental Permits as set forth in the first sentence of this
          section A, Lessor shall comply with all Environmental Laws and
          Environmental Permits applicable to the operation or use of the
          Building, shall cause all other persons occupying or using the
          Building to comply with all such Environmental Laws and Environmental
          Permits, shall immediately pay all costs and expenses incurred by
          reason of such compliance, and shall obtain and renew all
          Environmental Permits required for operation or use of the Building.
          Lessor represents to Lessee that neither the Building nor the Property
          violates, or in the past has violated, any environmental laws.

     B.   Lessee will as soon as practicable, based on their knowledge, advise
          Lessor in writing of any of the following: (1) the Lessee's receipt of
          written notice of any Environmental Claim (as defined in Section D
          hereof) against Lessee relating to the Premises, the Building or the
          Property; (2) any condition or occurrence on the Premises, the
          Building or the Property that (a) results in noncompliance by Lessee
          with any applicable Environmental Law, or (b) could reasonably be
          anticipated to form the basis of an Environmental Claim against Lessee
          and/or Lessor or the Premises and (3) the actual or anticipated taking
          of any removal or remedial action in response to the presence of any
          Hazardous Material on the Premises. All such notices shall describe in
          reasonable detail the nature of the claim, investigation, condition,
          occurrence or removal or remedial action and Lessee's response
          thereto. In addition, Lessee will provide Lessor with copies of all
          communications regarding the Premises with any person relating to
          Environmental Claims, and such detailed reports of any such
          Environmental Claim as may reasonably be requested by Lessor. At any
          time and from time to time during the term of this Lease, Lessor or
          its agents may perform an environmental inspection of the premises,
          and Lessee hereby grants to Lessor and its agents access to the
          Premises to undertake such an inspection following reasonable prior
          notice from Lessor except that no such notice shall be required in
          case of an emergency. Lessor agrees to advise Lessee of any
          Environmental Claim that affects Lessee's use of the Building or
          Premises.

     C.   Each of Lessor and Lessee agrees to defend, indemnify and hold
          harmless the other (collectively, the "Indemnitees") from and against
          all obligations (including removal and remedial actions), losses,
          claims, suits, judgments, liabilities, penalties (including, by way of
          illustration and not by way of limitation, civil fines), damages,
          reasonable costs and expenses (including reasonable attorneys' and
          consultants' fees and expenses) of any kind or nature


                                      -14-
<PAGE>

          whatsoever that may at any time be incurred by, imposed on or asserted
          against such Indemnitees based on, or arising or resulting from (a)
          the presence of Hazardous Materials on the Premises, in the Building
          or on the Property which is caused or permitted by such party, its
          agents, employees, or independent contractors, and/or (b) any
          Environmental Claim relating in any way to such party's operation or
          use of the Premises, the Building or the Property. The provisions of
          this Section C shall survive the expiration or sooner termination of
          this Lease.

     D.   (1) "Hazardous Materials" means (a) petroleum products, natural or
          synthetic gas asbestos in any form, urea formaldehyde foam insulation,
          and radon gas: (b) any substances defined as or included in the
          definition of "hazardous substances," "hazardous wastes," "hazardous
          materials," "extremely hazardous wastes," "restricted hazardous
          wastes," "toxic substances," "toxic pollutants," "contaminants" or
          "pollutants," or words of similar import, under any applicable
          Environmental Law; and (c) any other substance exposure which is
          regulated by any governmental authority; (2) "Environmental Law" means
          any federal, state or local statute, law, rule, regulation, ordinance,
          code, policy or rule of common law now or hereafter in effect and in
          each case as amended, and any judicial or administrative
          interpretation thereof, including any judicial or administrative
          order, consent, decree or judgment, relating to the environment,
          health, safety or Hazardous Materials; (3) "Environmental Claims"
          means any and all administrative regulatory or judicial actions,
          suits, demands, demand letters, claims, liens, notice of
          non-compliance or violation, investigations, proceedings, consent
          orders or consent agreements relating in any way to any Environmental
          Law or any Environmental Permit, including, without limitation (a) any
          and all Environmental Claims by governmental or regulatory authorities
          for enforcement, cleanup, removal, response, remedial or other actions
          or damages pursuant to any applicable Environmental Law and/or (b) any
          and all Environmental Claims by any third party seeking damages, or
          arising from alleged injury or threat of injury to health, safety or
          the environment; and (4) "Environmental Permits" means all permits,
          approvals, identification numbers, licenses and other authorizations
          required under any applicable Environmental Law.

ARTICLE XXI. ASSIGNMENT OR SUBLETTING: Lessee agrees to use and occupy the
Premises throughout the entire term thereof for the purpose or purposes herein
specified and for no other purpose, and not to transfer, pledge, mortgage, or
assign this Lease or sublet said Premises, or any part thereof, whether by
voluntary act, operation of law, or otherwise, without obtaining the prior
written consent of Lessor in each instance. Lessee shall seek such written
consent of Lessor by a written request therefor, setting forth such information
as Lessor may reasonably deem necessary. Lessor agrees not to unreasonably
withhold or unreasonably delay consent to an assignment of this Lease or a
sublease of all or a part of the Premises. Consent by Lessor to any assignment
of this Lease or to any subletting of the Premises shall not be a waiver of
Lessor's right under this Article XXI as to any subsequent assignment or
subletting. No such assignment or subleasing shall relieve Lessee from any of


                                      -15-
<PAGE>

Lessee's obligations in this Lease contained. Further, no assignment or sublease
or other transfer of this Lease shall be effective unless the assignee, sub
lessee or transferee shall at the time of such assignment, sublease or transfer,
assume in writing for the benefit of Lessor, its successors or assigns, all of
the terms, covenants and conditions of this Lease thereafter to be performed by
Lessee. Lessor may make a reasonable charge to Lessee for any reasonable
attorneys' fees or expenses incurred in review of any documentation, excluding,
however, any in-house counsel fees of Lessor incident to such review.

     If the rent paid by any assignee or sub lessee under any such permitted
assignment or sublease (or a combination of the rent payable under such
assignment or sublease plus any bonus or any other consideration therefore or
any payment, incident thereto) exceeds the Base Rent payable under the Lease for
such space, Lessee shall pay to Lessor fifty percent (50%) of such excess rent
and other excess consideration remaining after reimbursing Lessee for any
transaction costs, including but not limited to construction costs,
architectural fees, brokerage commissions and reasonable legal expenses, and on
a monthly basis together with Lessee's payment of Base Rent.

     Anything herein to the contrary notwithstanding, Lessee may transfer,
sublet or assign Lessee's interest in this Lease to an affiliate, subsidiary, or
parent domestic U.S. corporation (partnership, limited liability company or
other business entity) without Lessor's consent; provided, however, no such
transfer, assignment or subletting shall release Lessee (or any prior assignor
of Lessee's interest in this lease) from its obligations under this Lease,
unless specified to the contrary in writing by Lessor, and nothing herein shall
abrogate the requirement of the written assumption by such affiliate, subsidiary
or successor in interest.

     Lessor's rights to assign this Lease are and shall remain unqualified;
provided, however, that in no event shall any assignment by Lessor voluntarily
or otherwise diminish or interfere with the right of Lessee to occupy the
Premises and use EastPark One pursuant to this Lease so long as Lessee shall
continue to fulfill its obligations hereunder.

ARTICLE XXII. DAMAGE BY FIRE OR OTHER CASUALTY: If fire or other casualty shall
render the whole or any material portion of the Premises untenantable, and the
Premises can reasonably be expected to be repairable within one hundred twenty
(120) days from the date of such event, then Lessor shall repair and restore the
Premises and EastPark One to as near their condition prior to the fire or other
casualty as is reasonably possible within such one hundred twenty (120) day
period (subject to delays for causes beyond Lessor's reasonable control) and
notify Lessee that it will be doing so, such notice to be mailed within thirty
(30) days from the date of such damage or destruction, and this Lease shall
remain in full force and effect, but the rent for the period during which the
Premises are untenantable shall be abated pro rata. If Lessor is required to
repair EastPark One and/or the Premises, as aforesaid, said work shall be
undertaken and prosecuted with all due diligence and speed.

     If fire or other casualty shall render the whole or any material part of
the Premises untenantable and the Premises cannot reasonably be expected to be
repairable within one hundred twenty (120) days from the date of such event,
then either party, by notice in writing


                                      -16-
<PAGE>

to the other mailed within thirty (30) days from the date of such damage or
destruction, may terminate this Lease effective upon a date within thirty (30)
days from the date of such notice.

     In the event that more than fifty percent (50%) of the value of EastPark
One is damaged or destroyed by fire or other casualty, and irrespective of
whether damage or destruction can be repaired within one hundred twenty (120)
days thereafter, then at Lessor's option, by written notice to Lessee, mailed
within forty-five (45) days from the date of such damage or destruction, Lessor
may terminate this Lease effective upon a date within ninety (90) days from the
date of such notice to Lessee.

     If fire or other casualty shall render the whole or any material part of
the Premises untenantable and the Premises cannot reasonably be expected to be
repairable within one hundred twenty (120) days from the date of such event and
neither party hereto terminates this Lease pursuant to its rights herein or in
the event that more than fifty percent (50%) or the value of EastPark One is
damaged or destroyed by fire or other casualty, and Lessor does not terminate
this Lease pursuant to its option granted herein, or in the event that fifty
percent (50%) or less of the value of EastPark One is damaged or destroyed by
fire or other casualty and neither the whole nor any material portion of the
Premises is rendered untenantable, then Lessor shall repair and restore the
Premises and EastPark One to as near their condition prior to the fire or other
casualty as is reasonably possible with all due diligence and speed (subject to
delays for causes beyond Lessor's reasonable control) and the rent for the
period during which the Premises are untenantable shall be abated pro rata. In
no event shall Lessor be obligated to repair or restore any special equipment or
improvements installed by Lessee at Lessee's expense.

     In the event of a termination of this Lease pursuant to this Article, rent
shall be apportioned on a per diem basis and paid to the date of the fire or
other casualty.

ARTICLE XXIII. EMINENT DOMAIN: If the whole of or any substantial part of the
Premises is taken by any public authority under the power of eminent domain, or
taken in any manner for any public or quasi public use, so as to render (in
Lessee's reasonable judgment) the remaining portion of the Premises unsuitable
for the purposes intended hereunder, then the term of this Lease shall cease as
of the day possession shall be taken by such public authority and Lessor shall
make a pro rata refund of any prepaid rent. All damages awarded for such taking
under the power of eminent domain or any like proceedings shall belong to and be
the property of Lessor, Lessee hereby assigning to Lessor its interest, if any,
in said award. In the event that fifty percent (50%) or more of the building
area or fifty percent (50%) or more of the value of EastPark One is taken by
public authority under the power of eminent domain, then, at Lessor's option, by
written notice to Lessee, mailed within sixty (60) days from the date possession
shall be taken by such public authority, Lessor may terminate this Lease
effective upon a date within ninety (90) days from the date of such notice to
Lessee. Further, if the whole of or any material part of the Premises is taken
by public authority under the power of eminent domain, or taken in any manner
for any public or quasi-public use, so as to render the remaining portion of the
Premises unsuitable in Lessee's reasonable opinion, for the purposes intended
hereunder, upon delivery of possession to the condemning authority pursuant to
the proceedings, Lessee may, at its option, terminate this Lease as to the


                                      -17-
<PAGE>

remainder of the Premises by written notice to Lessor, such notice to be given
to Lessor within thirty (30) days after Lessee receives notice of the taking.
Lessee shall not have the right to terminate this Lease pursuant to the
preceding sentence unless (i) the business of Lessee conducted in the portion of
the Premises taken cannot in Lessee's reasonable judgment be carried on with
substantially the same utility and efficiency in the remainder of the Premises
(or any substitute space securable by Lessee pursuant to clause (ii) hereof);
and (ii) Lessee cannot secure substantially similar (in Lessee's reasonable
judgment) alternate space upon the same terms and conditions as set forth in
this Lease (including rental) from Lessor in EastPark One. Any notice of
termination shall specify the date no more than sixty (60) days after the giving
of such notice as the date for such termination.

     Anything in this Article XXIII to the contrary notwithstanding, Lessee
shall have the right to prove in any condemnation proceedings and to receive an
award which may be made for damages to or condemnation of Lessee's movable trade
fixtures and equipment and for moving expenses; provided, however, Lessee shall
in no event have any right to receive any award for its interest in this Lease
Agreement or for loss of leasehold. Anything in this Article XXIII to the
contrary notwithstanding, in the event of a partial condemnation of EastPark One
or the Premises and this Lease is not terminated, Lessor shall, at its sole cost
and expense, restore the Premises and EastPark One to a complete architectural
unit, and the Base Rent provided for herein during the period from and after the
date of delivery of possession pursuant to such proceedings to the termination
of this Lease shall be reduced to a sum equal to the product of the Base Rent
provided for herein multiplied by the actual number of square feet remaining in
the premises.

ARTICLE XXIV. SURRENDER OF PREMISES: On the last day of the term of this Lease,
or on the sooner termination thereof, Lessee shall peaceably surrender the
Premises in good condition and repair (reasonable wear and tear, as well as fire
and casualty damage, excepted).

     On or before the last day of the term of this Lease, or the date of sooner
termination thereof, Lessee shall, at its sole cost and expense, remove all of
its property and trade fixtures and equipment from the Premises, and all
property not removed may at Lessor's option be deemed abandoned. Lessee hereby
appoints Lessor its agent to remove all property of Lessee from the Premises
upon termination of this Lease (if Lessee has failed to do so prior to
termination) and to cause its transportation and storage for Lessee's benefit,
all at the sole cost and risk of Lessee and Lessor shall not be liable for
damage, theft, misappropriation or loss of and Lessor shall not be liable in any
manner in respect thereto. Lessee shall pay all costs and expenses of such
removal, transportation and storage.

     In the event Lessee fails to so remove all of its property, equipment, and
trade fixtures, Lessee shall reimburse Lessor upon demand for any expenses
incurred by Lessor with respect to removal, transportation or storage of
abandoned property and with respect to restoring said Premises to good order,
condition and repair. All alterations, additions and fixtures, other than
Lessee's trade fixtures and equipment, which have been made or installed by
either Lessor or Lessee upon the Premises, shall remain the property of Lessor
and shall be surrendered with the Premises as a part thereof, subject to Article
XVI hereof.


                                      -18-
<PAGE>

     If the Premises be not surrendered at the end of the term or sooner
termination thereof, Lessee shall indemnify Lessor against loss or liability
resulting from delay by Lessee in so surrendering the Premises, including,
without limitation, claims made by any succeeding Lessees founded on such delay
and any attorneys' fees resulting therefrom. Lessee shall promptly surrender all
keys for the Premises to Lessor at the place then fixed for the payment of rent
and shall inform Lessor of combinations on any vaults, locks and safes left on
the Premises.

     In the event Lessee remains in possession of the Premises after expiration
of this Lease, and without the execution of a new lease, but with Lessor's
written consent, it shall be deemed to be occupying the Premises as a Lessee
from month-to-month, subject to all the provisions, conditions and obligations
of this Lease insofar as the same can be applicable to a month-to-month tenancy,
except that the Base Rent shall be escalated to Lessor's then current rental
rate schedule for prospective Lessees. In the event Lessee remains in possession
of the Premises after expiration of this Lease and without the execution of a
new lease and without Lessor's written consent, Lessee shall be deemed to be
occupying the Premises without claim of right and Lessee shall pay Lessor for
all costs arising out of loss or liability resulting from delay by Lessee in so
surrendering the Premises as above provided and shall pay as a charge for each
day of occupancy an amount equal to double the Base Rent and Additional Rent (on
a daily basis) then currently being charged by Lessor on new leases in EastPark
One for space similar to the Premises.

     Within that 30 days before Lessee's vacating the Premises, Lessor and
Lessee will arrange a mutually agreeable time to make a joint inspection of the
Premises for discovery of possible damages.

ARTICLE XXV. DEFAULT OF LESSEE: All rights and remedies of Lessor herein
enumerated shall be cumulative and are not intended to be exclusive of any other
remedies or means or redress to which Lessor may be lawfully entitled in case of
any breach by Lessee of any provision of this Lease. The failure of Lessor to
insist in any one or more cases upon the strict performance of any of the
covenants of this Lease or to exercise any option herein contained shall not be
construed as a waiver or relinquishment for the future of such covenant or
option. A receipt by Lessor of rent with knowledge of the breach of any covenant
hereof (other than breach of the obligation to pay the portion of such rent)
shall not be deemed a waiver of such breach, and no waiver by Lessor of any
provisions of this Lease shall be deemed to have been made unless expressed in
writing and signed by Lessor. In addition to other remedies in this Lease
provided, Lessor shall be entitled to the restraint by injunction of the
violation or attempted or threatened violation of the covenants, conditions and
provisions of this Lease. Lessor agrees to make commercially reasonable efforts
to mitigate damages in the event of any default of Lessee.

     If, during the term of this Lease or any renewal term, (i) Lessee shall
make an assignment for the benefit of creditors, or (ii) a voluntary petition be
filed by Lessee under any law having for its purpose the adjudication of Lessee
a bankrupt, or Lessee be adjudged a bankrupt pursuant to an involuntary petition
in bankruptcy, or (iii) a receiver be appointed for the property of Lessee by
reason of the insolvency of Lessee, or (iv) any department of the


                                      -19-
<PAGE>

state or federal government, or any officer thereof, duly authorized, shall take
possession of the business or property of Lessee by reason of the insolvency of
Lessee, the occurrence of any of such contingencies shall be deemed a breach of
this Lease and this Lease shall ipso facto upon the happening of any of said
contingencies be terminated and the same shall expire as fully and completely as
if the day fixed for the expiration of the initial term of this Lease or any
renewal term, as the case may be, had occurred, and Lessee will then quit and
surrender the Premises, but Lessee shall remain liable as hereinafter provided
in Exhibit "F". If, during the initial term of this Lease or any renewal term,
(i) Lessee shall default in fulfilling any of the covenants, obligations, or
agreements of this Lease (other than the covenants for the payment of rent
payable by Lessee hereunder), or (ii) this Lease, without the prior written
consent of Lessor or except as expressly permitted, shall be assigned, pledged,
mortgaged, transferred, or sublet in any manner, Lessor may give Lessee notice
of such default or the happening of any contingency in this paragraph referred
to and, if at the expiration of thirty (30) days after service of such notice
the default or contingency upon which said notice was based shall continue to
exist, or in the event of a default or contingency which cannot with due
diligence be cured within a period of thirty (30) days, if Lessee fails to
proceed promptly after the service of said notice and with all due diligence to
commence to cure the same and thereafter to prosecute the curing of such default
with all due diligence (it being intended that in connection with a default not
susceptible of being cured with diligence within thirty (30) days, the time
within which Lessee is to cure the same shall be extended for such period as may
be necessary to complete the same with all due diligence), Lessor, at its
option, may terminate this Lease and upon such termination Lessee will quit and
surrender the Premises to Lessor but Lessee shall remain liable as hereinafter
provided.

     If Lessee defaults in any payment of the rent expressly reserved hereunder,
or any part of the same and such default shall continue for nineteen (19) days
after written notice thereof by Lessor, or if Lessee shall default in the
payment of any item or any charge required to be paid by Lessee hereunder, or
any part of the same and such default shall continue for nineteen (19) days
after written notice thereof by Lessor, Lessor or Lessor's agent or servant may
immediately or at any time thereafter terminate this Lease, and upon such
termination for failure to pay such rent, item, or charge, or if this Lease
shall terminate by reason of the insolvency of Lessee, as set forth above,
Lessor or Lessor's agent or servant may re-enter the Premises and remove all
persons and all or any property therefrom, either by summary dispossess
proceedings, or by any suitable action or proceeding at law or in equity,
without being liable to indictment, prosecution, or damage therefor and
repossess and enjoy the Premises, together with all additions, alterations and
improvements, without such re-entry and repossession working a forfeiture or
waiver of the rents to be paid and the covenants to be performed by Lessee
during the full term of this Lease.

     Upon termination of this Lease or expiration of Lessee's right to occupy
the Premises by reason of the happening of any of the foregoing events, or in
any other manner or circumstances whatsoever, whether with or without legal
proceedings, by reason of or based upon or arising out of a default or breach of
this Lease on the part of Lessee, Lessor may, at its option, at any time and
from time-to-time relet the Premises or any part or parts thereof, for the
account of Lessee or otherwise, and receive and collect the rent therefor,
applying the same first to the payment or such expenses as Lessor may have
incurred in recovering


                                      -20-
<PAGE>

possession of the Premises, including the attorney's fees and expenses for
putting the same into good order and condition or preparing or altering the same
for re-rental to the extent Lessor deems necessary or desirable and all other
expenses, commissions and charges paid, assumed or incurred by Lessor in or
about reletting the Premises and then to the fulfillment of the covenants of
Lessee hereunder. Any such reletting herein provided for may be for the
remainder of the initial term or any renewal term of this Lease, as originally
granted, or for a longer or shorter period; Lessor shall have the right to
change the character and use made of the Premises, and Lessor shall not be
required to accept any substitute tenant offered by Lessee or to observe any
instructions given by Lessee about reletting. In any such case, and whether or
not the Premises or any part thereof be relet, Lessee shall pay to Lessor the
Base Rent and all Additional Rent and other charges required to be paid by
Lessee up to the later of the time of such termination of the Lease or of such
recovery of possession of the Premises by Lessor, as the case may be, and
thereafter, except in a case in which liability of Lessee as hereinafter
provided, arises by reason of the happening of the insolvency of Lessee, Lessee
covenants and agrees, if required by Lessor, to pay to Lessor until the end of
the then current term of this Lease the equivalent of the amount of all rent
reserved hereunder, and all other charges required to be paid by Lessee, less
the net proceeds of reletting, if any, and all other charges required to be paid
by Lessee, less the net proceeds of reletting, if any, or the rent that would
have been paid by a bona fide substitute tenant offered by the Lessee and
approved by Lessor which approval will not unreasonably be denied up to the
limits specified in Exhibit "F". Lessor shall have the election in place of and
instead of holding Lessee so liable forthwith to recover against Lessee as
damages for loss of the bargain and not as a penalty, an aggregate sum which at
the time of such termination of this Lease or of such recovery of possession of
the Premises by Lessor, as the case may be, represents the then present worth of
the excess, if any, of the aggregate of the rent and all other charges payable
by Lessee hereunder that would have accrued for the balance of the initial term,
and/or any renewal term, as the case may be, over the present value of the fair
market rents for the Premises for the balance of such term.

     If this Lease shall terminate by reason of the bankruptcy or insolvency of
Lessee, as above set forth, Lessor shall be entitled, notwithstanding any other
provisions of this Lease or any present or future law, to recover from Lessee or
Lessee's estate (in lieu of the equivalent of the amount of all rent unpaid at
the time of such termination) as damages for loss of the bargain, and not as a
penalty, an aggregate sum which, at the time of such termination of this Lease,
represents the excess, if any, of the then present worth of the aggregate of the
rent and other charges payable by Lessee hereunder that would have accrued for
the balance of the initial term and/or any renewal term, if renewal had
previously been elected, as the case may be, over the then present value of the
aggregate fair market rents for the Premises for the balance of the initial term
and/or any renewal term, as the case may be, unless any statute or rule of law
governing the proceedings in which such damages are to be proved shall limit the
amount of such claim capable of being so proved. In such case, Lessor shall be
entitled to prove, as and for liquidated damages, by reason of such breach and
termination of this Lease, the maximum amount, which may be allowed by or under
such statute or rule of law. Nothing herein contained shall limit or prejudice
Lessor's right to prove and obtain as liquidated damages by reason out of such
breach or termination the maximum amount allowed by any such statute or rule of
law which may govern the proceedings in which such damages are to


                                      -21-
<PAGE>

be proved whether or not such amount be greater, equal to, or less than the
amount of the excess of the then present value of the rent and other charges
received herein over the then present value of the fair market rents referred to
above less proceeds to Lessor from reletting and Lessee's obligation shall not
exceed the limits established in Exhibit "F".

     Anything in this Article XXV to the contrary notwithstanding, in the event
Lessor terminates this Lease or is entitled to possession of the Premises after
surrender thereof by Lessee by reason of default by Lessee, Lessor shall use
reasonable efforts under the circumstances to relet the space; provided,
however, Lessor may lease or refrain from leasing, as Lessor deems appropriate,
using the same standards as Lessor would normally use when leasing similar space
(assuming Lessor had all ownership and financial risk as to such similar space).

     Event of Bankruptcy. In addition to, and in no way limiting the other
remedies set forth herein, Lessor and Lessee agree that if Lessee ever becomes
the subject of a voluntary or involuntary bankruptcy, reorganization,
composition, or other similar type proceeding under the federal bankruptcy laws,
as now enacted or hereinafter amended, then:

     A.   "Adequate protection" of Lessor's interest in the Premises pursuant to
          the provisions of Section 361 and 363 (or their successor sections) of
          the Bankruptcy Code, 11 U.S.C. Section 101 et seq., (such Bankruptcy
          Code as amended from time to time being herein referred to as the
          "Bankruptcy Code"), prior to assumption and/or assignment of the Lease
          by Lessee shall include, but not be limited to all (or any part) of
          the following:

          1.   The continued payment by Lessee of the Base Rental and all other
               Rent due and owing hereunder and the performance of all other
               covenants and obligations hereunder by Lessee.

          2.   The hiring of security guards to protect the Premises if Lessee
               abandons and/or ceases operations; such obligation of Lessee only
               to be effective so long as Lessee remains in possession and
               control of the Premises to the exclusion of Lessor.

          3.   The furnishing of an additional/new security deposit by Lessee in
               the amount of three (3) times the then-current monthly Base
               Rental.

     B.   "Adequate assurance of future performance" by Lessee and/or any
          assignee of Lessee pursuant to Bankruptcy Code Section 365 will
          include (but not be limited to) payment of an additional/new Security
          Deposit in the amount of three (3) times the then-current Base Rental
          payable hereunder.

     C.   Any person or entity to which this Lease is assigned pursuant to the
          provisions of the Bankruptcy Code, shall be deemed without further act
          or deed to have assumed all of the obligations of Lessee arising under
          this lease on and after the effective date of such assignment. Any
          such assignee shall, upon demand


                                      -22-
<PAGE>

          by Lessor, execute and deliver to Lessor an instrument confirming such
          assumption of liability.

     D.   Notwithstanding anything in this Lease to the contrary, all amounts
          payable by Lessee to or on behalf of the Lessor under this Lease,
          whether or not expressly denominated as "Rent", shall constitute
          "rent" for the purpose of Section 502(b)(6) of the Bankruptcy Code.

     E.   If this Lease is assigned to any person or entity pursuant to the
          provisions of the Bankruptcy Code, any and all monies or other
          considerations payable or otherwise to be delivered to Lessor
          (including Base Rentals and other Rent hereunder), shall be and remain
          the exclusive property of Lessor and shall not constitute property of
          Lessee or of the bankruptcy estate of Lessee. Any and all monies or
          other considerations constituting Lessor's property under the
          preceding sentence not paid or delivered to Lessor shall be held in
          trust by Lessee or Lessee's bankruptcy estate for the benefit of
          Lessor and shall be promptly paid to or turned over to Lessor.

     F.   If Lessee assumes this Lease and proposes to assign the same pursuant
          to the provisions of the Bankruptcy Code to any person or entity who
          shall have made a bona fide offer to accept an assignment of this
          Lease on terms acceptable to the Lessee, then notice of such proposed
          offer/assignment, setting forth 1. the name and address of such person
          or entity, 2. all of the terms and conditions of such offer, and 3.
          the adequate assurance to be provided Lessor to assure such person's
          or entity's future performance under the Lease, shall be given to
          Lessor by Lessee no later than twenty (20) days after receipt by
          Lessee, but in any event no later than ten (10) days prior to the date
          that Lessee shall make application to a court of competent
          jurisdiction for authority and approval to enter into such assumption
          and assignment, and Lessor shall thereupon have the prior right and
          option, to be exercised by notice to Lessee given at any time prior to
          the effective date of such proposed assignment, to accept an
          assignment of this Lease upon the same terms and conditions and for
          the same consideration, if any, as the bona fide offer made by such
          persons or entity, less any brokerage commission which may be payable
          out of the consideration to be paid by such person for the assignment
          of this Lease.

     G.   To the extent permitted by law, Lessor and Lessee agree that this
          Lease is a contract under which applicable law excuses Lessor from
          accepting performance from (or rendering performance to) any person or
          entity other than Lessee within the meaning of Sections 365(c) and
          365(e)(2) of the Bankruptcy Code.

ARTICLE XXVI. SUBORDINATION: This Lease shall be subject and subordinate to any
mortgage, deed of trust or ground lease now or hereafter placed upon the
Premises, EastPark One, the Property, or any portion thereof by Lessor, its
successors or assigns, and to


                                      -23-
<PAGE>

amendments, replacements, renewals and extensions thereof. Lessee agrees at any
time hereafter, upon demand, to execute and deliver any instruments, releases,
or other documents that may be reasonably required for the purpose of subjecting
and subordinating this Lease, as above provided, to the lien of any such
mortgage, deed of trust or ground lease, provided that such instruments,
releases or other documents (including any attornment agreement) are
commercially reasonable, consistent with the terms of this Lease (financial and
otherwise) and do not seek to expand the obligations of Lessee under this Lease.
It is agreed, nevertheless, that as long as Lessee is not in default in the
payment of Base Rent, Additional Rent, and the payment of other charges to be
paid by Lessee under this Lease, and the performance of all covenants,
agreements and conditions to be performed by Lessee under this Lease, then
neither Lessee's right to quiet enjoyment under this Lease, nor the right of
Lessee to continue to occupy the Premises and to conduct its business thereon,
in accordance with the terms of this Lease as against any lessor, lessee,
mortgagee, trustee, or their successors or assigns shall be interfered with.

     The above subordination and non-disturbance shall be effective without the
necessity of the execution and delivery of any further instruments on the part
of Lessee or Lessor to effectuate such subordination and non-disturbance.
Notwithstanding anything hereinabove contained in this Article XXVI, in the
event the holder of any mortgage, deed of trust or ground lease shall at any
time elect to have this Lease constitute a prior and superior lien to its
mortgage, deed of trust or ground lease, then, and in such event, upon any such
holder or Lessor notifying Lessee to that effect in writing, this Lease shall be
deemed prior and superior in lien to such mortgage, deed of trust, ground lease,
whether this Lease is dated prior to or subsequent to the date of such mortgage,
deed of trust or ground lease and Lessee shall execute such attornment agreement
as may be reasonably requested by said holder.

ARTICLE XXVII.  MISCELLANEOUS:

     A.   Lessee agrees from time to time (in connection with any actual or
          proposed sale, lease, financing, or similar transaction in respect to
          EastPark One) upon not less than twenty-four (24) days prior written
          request by Lessor to deliver to Lessor a statement in writing
          certifying (i) this Lease is unmodified and in full force and effect
          (or if there have been modifications that the Lease as modified is in
          full force and effect and stating the modifications); (ii) the dates
          to which the rent and other charges have been paid; (iii) Lessor is
          not in default in any provision of this Lease or, if in default, the
          nature thereof specified in detail; (iv) the amount of monthly rental
          currently payable by Lessee; (v) the amount of any prepaid rent, and
          (vi) such other matters as may be reasonably requested by Lessor or
          any mortgagee or prospective purchaser of EastPark One.

     B.   All notices, demands and requests shall be in writing, and shall, in
          addition to the delivery methods specified below, be telecopied to the
          party addressed, and otherwise all such notices shall be effectively
          served in any of the following manners:

          (i)  If addressed to Lessee:


                                      -24-
<PAGE>

               By forwarding such notice, demand or request by certified or
               registered mail, postage prepaid, or by overnight courier
               service, addressed to Lessee at:

                    Don Megrath, Sr. Vice President
                    Integrated Information Systems
                    1480 South Hohkam Drive
                    Tempe, AZ 85281

               with a copy to Lessee at:

                    Integrated Information Systems
                    4600 American Parkway, Suite 200
                    Madison, WI 53718

               or at such other address or addresses as Lessee may hereafter
               designate by written notice to Lessee, in which case said notice
               shall be effective at the time of receipt such notice.

          (ii) If addressed to Lessor:

               By forwarding such notice, demand or request by certified or
               registered mail, postage prepaid, or by overnight courier
               service, addressed to Lessor at:

                    American Family Mutual Insurance Company
                    6000 American Parkway
                    Madison, Wisconsin  53783-0001
                    Attn:  Investment Division  Q21G

               or at such other address or addresses as Lessor may hereafter
               designate by written notice to Lessee, in which case said notice
               shall be effective at the time of receipt such notice.

     C.   All rights and remedies of Lessor under this Lease or that may be
          provided by law may be executed by Lessor in its own name,
          individually, or in the name of its agent, and all legal proceedings
          for the enforcement of any such rights or remedies, including those
          set forth in Article XXV, may be commenced and prosecuted to final
          judgment and execution by Lessor in its own name or in the name of its
          agent. Lessee shall give Lessor notice of any act of Lessor which
          Lessee deems to be a breach of this Lease within a reasonable time
          after discovery of such breach.

     D.   Lessor covenants and agrees that Lessee, upon paying the Base Rent,
          Additional Rent and other charges herein provided for and observing
          and keeping the covenants, agreements and conditions of this Lease on
          its part to


                                      -25-
<PAGE>

               be kept and performed, shall lawfully and quietly hold, occupy
               and enjoy the Premises during the term of this Lease, and Lessor
               shall defend such right.

     E.   The covenants and agreements herein contained shall bind and inure to
          the benefit of the Lessor, its successors and assigns, and Lessee and
          its permitted successors and assigns.

     F.   If any term or provision or this Lease shall to any extent be held
          invalid or unenforceable, the remaining terms and provisions of this
          Lease shall not be affected thereby, but each term and provision of
          this Lease shall be valid and enforced to the fullest extent permitted
          by law. This Lease shall be construed and enforced in accordance with
          the laws of the state in which the Premises are located.

     G.   Lessee covenants not to do or suffer any waste or damage or
          disfigurement or injury to the Premises or EastPark One.

     H.   The term "Lessor" as used in this Lease so far as covenants or
          obligations on the part of Lessor are concerned shall be limited to
          mean and include only the owner or owners of EastPark One at the time
          in question, and in the event of any transfer or transfers or
          conveyances the then grantor shall be automatically freed and released
          from and after the date of such transfer or conveyance of all personal
          liability as respects the performance of any covenant or obligation on
          the part of Lessor contained in this Lease thereafter accruing, it
          being intended hereby that the covenants and obligations contained in
          this Lease on the part of Lessor shall be binding on the Lessor, its
          successors and assigns, only during and in respect to their respective
          successive periods of ownership. However, any accrued right of the
          Lessee shall survive and be enforceable against the Lessor despite any
          transfer or conveyance.

          In the event of a sale or conveyance by Lessor of EastPark One, the
          same shall operate to release Lessor from any future liability upon
          any of the covenants or conditions herein contained and in such event
          Lessee agrees to look solely to the responsibility of the successor in
          interest of Lessor in and to this Lease. This Lease shall not be
          affected by any such sale or conveyance, and Lessee agrees to attorn
          to the purchaser or grantee, so long as Lessee's possession of the
          Premises is not disturbed.

     I.   The marginal or topical headings of the several Articles are for
          convenience only and do not define, limit or construe the contents of
          said Articles.

     J.   All preliminary negotiations are merged into and incorporated in this
          Lease.

     K.   This Lease can only be modified or amended by an agreement in writing
          signed by the parties hereto. No receipt of money by Lessor from
          Lessee or any other person after termination of this Lease or after
          the service of any


                                      -26-
<PAGE>

          notice or after the commencement of any suit, or after final judgment
          for possession of the Premises shall reinstate, continue or extend the
          term of this Lease or affect any such notice, demand or suit, or imply
          consent for any action for which Lessor's consent is required, unless
          specifically agreed to in writing by Lessor.

     L.   Lessee shall permit Lessor (or its designees) to erect, use, maintain,
          replace and repair pipes, cables, conduits, plumbing, vents, and
          telephone, electric and other wires or other items, in, to and through
          the premises, but only above the ceiling, behind wall surfaces and
          below floor surfaces, as and to the extent that Lessor may now or
          hereafter deem necessary or appropriate for the proper operation and
          maintenance of EastPark One, provided that such installations (after
          being made) shall not materially adversely affect the usefulness of
          the Premises to Lessee and that the installation shall not, while in
          process, materially adversely affect Lessor's operations. Lessor's
          rights herein shall be subject to the provisions of Article XVIII
          hereof.

     M.   The submission of this document for examination does not constitute an
          offer to lease, or a reservation of, or option for, the Premises. This
          document becomes effective and binding only upon the execution and
          delivery hereof by the proper officers of Lessor and by Lessee. Lessee
          confirms that Lessor and its agents have made no representations or
          promises with respect to the Premises or the making of or entry into
          this Lease except as in this Lease expressly set forth, and agrees
          that no claim or liability shall be asserted by Lessee against Lessor
          for, any Lessor shall not be liable by reason of, breach of any
          representations or promises not expressly stated in this Lease. This
          Lease, except for the Building Rules and Regulations, in respect to
          which Subparagraph (N) of this Article shall prevail, can be modified
          or altered only by agreement in writing between Lessor and Lessee, and
          no act or omission of any employee or agent of Lessor shall alter,
          change or modify any of the provisions hereof.

     N.   Lessee shall perform, observe and comply with the Building Rules and
          Regulations of EastPark One as set forth in Exhibit E hereto, with
          respect to the safety, care and cleanliness of the


                                      -27-
<PAGE>

          Premises and EastPark One, and the preservation of good order thereon,
          and, upon written notice thereof to Lessee, Lessee shall perform,
          observe, and comply with any reasonable changes (which without
          limitation shall not include changes which would significantly
          increase Lessee's costs), amendments or additions thereto as from time
          to time shall be established and deemed advisable by Lessor for
          tenants of EastPark One. Lessor shall not be liable to Lessee for any
          failure of any other tenant or tenants of EastPark One to comply with
          such Building Rules and Regulations.

     O.   All rights and occupancy of Lessee herein shall be subject to all
          governmental laws, ordinances and regulations, and Lessee shall comply
          with the same to the extent such laws, ordinances and regulations
          arise out of Lessee's use of the Premises.

     P.   All obligations of Lessee or Lessor hereunder not fully performed as
          of the expiration or earlier termination of the term of this Lease
          shall survive the expiration or earlier termination of the term
          hereof, including, without limitation, all payment obligations with
          respect to Operating Expenses and Real Estate Taxes and all
          obligations concerning the condition of the Premises.

     Q.   Furthermore, Lessee agrees to look solely to Lessor's interest in
          EastPark One for the recovery of any judgment from Lessor, it being
          agreed that Lessor, or if Lessor is a partnership, its partners
          whether general or limited, or if Lessor is a corporation, its
          directors, officers and shareholders, shall never be personally liable
          for any such judgment. Likewise, Lessor agrees as to the Lessee, if
          Lessee is a partnership, its partners whether general or limited, or
          if Lessee is a corporation, its directors, officers and shareholders
          shall never be personally liable for any such judgment against Lessee
          arising out of this Lease Agreement.

     R.   Lessee shall furnish to Lessor promptly upon demand, appropriate
          documentation reasonably requested by Lessor evidencing the
          authorization of Lessee to enter into this Lease.

     S.   This Lease shall not be deemed or construed to create or establish any
          relationship or partnership or joint venture or similar relationship
          or arrangement between Lessor and Lessee hereunder.

     T.   Lessee shall have a recurring right of first refusal for any vacant
          space on the second floor of said building. Upon availability of
          space, Lessor shall notify Lessee in writing. Lessee has five (5)
          business days to respond. The Lease Rate for this space shall be the
          same as the Lease Rate Lessee is paying at the time of expansion. The
          Leasehold Improvement allowance for this space shall be eleven dollars
          ($11.00) per square foot.

     U.   Lessor shall abate three (3) months Base Rental beginning on the
          Commencement Date designated in Article III above.

     V.   Lessee shall have an option to renew for three (3) one-year (1)
          renewal terms with six month prior written notice to Lessor. Renewal
          Rental shall be the Base Rental then in effect plus two percent (2%).
          Lessor shall provide $3.00 per square foot at the conclusion of the
          initial term for carpet, repair and minor modifications for the first
          renewal term.

     W.   Provided that, at the time of exercise of the Early Termination Option
          herein provided, this lease is in effect and no event of default under
          this lease then exists, and subject to and in accordance with the
          terms and provisions set forth


                                      -28-
<PAGE>

          below, Lessee shall have the option (the "Early Termination Option")
          to accelerate the expiration date of the lease term as defined in this
          lease to the last day of the first year of the lease term and each
          month thereafter, with one hundred eighty (180) days prior written
          notice and payment of an "Early Termination Fee" subject to the
          following:

               (a)  No part of the premises is sublet for a term extending
                    beyond the early Termination date;

               (b)  The Lease has not been assigned by Lessee to an unrelated
                    third Party; and

               (c)  If Lessee executes its Early Termination Option, Lessee
                    shall pay to the Lessor an early termination fee as
                    calculated on the attached Exhibit "F", Termination Fee
                    Calculation for each month of the lease after the first
                    year. The termination fee on Exhibit "F" is based on the
                    initial rentable area's unamortized balance of a total cost
                    of $179,515 for 7,082 square feet at the end of each month
                    following the end of the first year for the lease term and
                    is in consideration of the early termination date for the
                    Premises and not as a penalty. If additional space is leased
                    during the initial term, pursuant to this Lease by Lessee,
                    any Leasehold improvement cost, commissions, space planning
                    and concessions expenses for this expansion space shall be
                    included within the Total Cost shown on Exhibit "F" and
                    amortized, with interest, over the remaining term to
                    calculate the revised Termination Fee to include the
                    expansion space.

               (d)  If Lessee exercises its option, Lessee shall remain liable
                    for all Base Rent, Additional Rental and other sums due
                    under this Lease up to and including the early termination
                    date, even though billings for such may occur subsequent to
                    this date.

ARTICLE XXVIII. LESSOR'S PERSONAL PROPERTY TAXES: Lessee shall pay all personal
property taxes levied against all equipment and personal properties owned by
Lessee or placed by Lessee, its agents or employees on the Premises or in
EastPark One during the term hereof.

     Lessee shall pay, prior to delinquency, all personal property taxes
assessed or levied upon the trade fixtures, furnishings, equipment and all other
personal property of Lessee located in the Premises, and when possible, Lessee
shall cause such trade fixtures, furnishings, equipment and other personal
property to be assessed and billed separately from the property of Lessor. In
the event any or all of Lessee's trade fixtures, furnishings, equipment or other
personal property, or Lessee's occupancy of the Premises, shall be assessed and
taxed with the property of Lessor, Lessee shall pay to Lessor its share of such
taxes within thirty (30) days after delivery to Lessee by Lessor of a statement
in writing


                                      -29-
<PAGE>

setting forth the amount of such taxes applicable to Lessee's personal property.
Upon Lessor notice of assessment, Lessor shall provide Lessee with full access
to the appeal procedure provided Lessor.

ARTICLE XXIX.  STORAGE SPACE:  Intentionally Deleted.

ARTICLE XXX. LESSEE IDENTIFICATION: Lessee shall be provided a listing on the
building directory and the outside monument sign at Lessor's expense.

ARTICLE XXXI. PARKING RIGHTS OF LESSEE: Lessee shall have the right in common
with other tenants to have the use for its employees and invitees of the 287
parking spaces common parking facilities (exclusive of "handicapped" stalls
which shall be open for all those legally permitted to use same) at EastPark
One, such use to be in common with the other tenants in EastPark One. Lessor
reserves the right to designate areas of the appurtenant common parking
facilities where Lessee, its agents, employees and invitees shall park and may
exclude Lessee, its agents, employees and invitees from parking in other areas
as designated by Lessor; provided, however, Lessor shall not be liable to Lessee
for the failure of any tenant, its invitees, employees, agents and customers to
abide by Lessor's designations or restrictions. Lessor shall have the right to
designate and Lessee shall thereupon have the right to use that portion of the
287 common parking spaces as the exclusive parking spaces to be used by Lessee,
its agents, employees and invitees equal to a ratio of 4.0 spaces for every full
1,000 square feet of rentable office area in EastPark One. Such percentage is
hereinafter called "Lessee's Percentage". At any time that other tenants in the
building, their employees and invitees are consistently using more than the
number of stalls remaining after deduction from the total number of common
parking stalls of the number of stalls Lessor has the right to designate (which
as of the date hereof is 4.0/1,000 parking spaces) Lessor will, within a
reasonable time, establish a method of control of the parking facilities
reasonably acceptable to Lessee or reasonably designate parking spaces for
Lessee's exclusive use pursuant to the provisions hereof. Lessee, its agents,
employees and invitees shall not use more (in absolute numbers) of the common
parking facilities at EastPark One than Lessee could use if Lessor made the
designations permitted herein. Anything in this Lease to the contrary
notwithstanding, all costs and expenses of such special parking control, signs
in connection therewith, and costs of any enforcement shall be an Operating
Expense pursuant to the provisions of Article IV hereof. Lessee shall pay all
reasonable costs and expenses in connection with signs or traffic control
devices for Lessee's exclusively designated parking area, if approved in writing
by Lessee. Lessor warrants to Lessee that parking currently complies with all
zoning requirements and Lessor is not aware of any proposed zoning changes which
would affect parking.


                                      -30-
<PAGE>

ARTICLE XXXII. ATTORNEY FEES: If either party shall bring suit against the other
to enforce the terms of this Lease, the losing party shall pay to the prevailing
party the prevailing party's reasonable costs and expenses, including reasonable
attorney's fees.

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

LESSEE:                                           LESSOR:

INTEGRATED INFORMATION                            AMERICAN FAMILY MUTUAL
SYSTEMS                                           INSURANCE COMPANY, a Wisconsin
                                                  insurance corporation

By: /s/ Jim Garvey                                By: /s/ Thomas S. King
    Jim Garvey                                        Thomas S. King
Its: Chief Executive Officer                      Its: Vice President


                                      -31-