OFFICE LEASE AGREEMENT










                             BALI III PARK BUILDING


                         MISSION LIFE INSURANCE COMPANY








                                  Company Name

                         WORLDPORT COMMUNICATIONS, INC.

                                  Date of Lease

                                 April 15, 1997




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                             OFFICE LEASE AGREEMENT


                                      INDEX




ARTICLE I          FUNDAMENTAL LEASE PROVISIONS:  DEFINITIONS..................1

         1.1       Fundamental Lease Provisions................................1
         1.2       Certain Definitions.........................................2
         1.3       Other Definitions...........................................2

ARTICLE II         MONETARY PROVISIONS.........................................2

         2.1       Base Rental.................................................2
         2.2       Tenant's Share of Certain Costs.............................2
         2.3       Personal Property Taxes.....................................3
         2.4       Taxes for Leasehold Improvements............................3
         2.5       Late Payments...............................................3
         2.6       Security Deposit............................................3

ARTICLE III        PREMISES, COMMON AREA,  SERVICE AREAS.......................4

         3.1       Required Condition of Premises..............................4
         3.2       Minor Variations in Area....................................4
         3.3       Ceilings, Walls, Floors.....................................4
         3.4       Common and Service Areas....................................4
         3.5       Delay.......................................................4

ARTICLE IV         USE.........................................................4

         4.1       Permitted Use...............................................4
         4.2       Rules.......................................................4
         4.3       Additional Covenants of Tenant..............................5
         4.4       Control of Buildings and Common Areas.......................5
         4.5       Minimization of Disruption..................................5

ARTICLE V          SERVICE AND UTILITIES.......................................5

         5.1       Services by Landlord........................................5
         5.2       Tenant's Obligations........................................5
         5.3       Tenant's Additional Service Requirement.....................5
         5.4       Interruption of Utility Service.............................6

ARTICLE VI         REPAIRS AND MAINTENANCE.....................................6

         6.1       Landlord's Repair Obligations...............................7
         6.2       Tenant's Obligations........................................7
         6.3       Rights of Landlord..........................................7
         6.4       Condition on Surrender......................................7
         6.5       Alterations by Tenant.......................................7
         6.6       Payment of Costs:  Mechanic's Liens.........................8

ARTICLE VII        LANDLORD'S RIGHT OF ENTRY...................................8

         7.1       Entry.......................................................8
         7.2       "For Rent" Signs............................................8

ARTICLE VIII       INSURANCE, FIRE AND CASUALTY DAMAGE.........................8

         8.1       Insurance on Building.......................................8
         8.2       Casualty Covered by Insurance...............................8
         8.3       Casualties Not Covered by Landlord's Insurance..............8
         8.4       Tenant's Property Insurance.................................8
         8.5       Mortgagee Requirements......................................9
         8.6       Termination of Lease........................................9
         8.7       Waiver of Subjugation.......................................9






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ARTICLE IX         INDEMNITY AND PUBLIC LIABILITY INSURANCE                    9

         9.1       Indemnity...................................................9
         9.2       Liability Insurance.........................................9
         9.3       Tenant's Failure to Maintain Insurance......................9

ARTICLE X          CONDEMNATION                                                9

         10.1      Total or Substantial Condemnation...........................9
         10.2      Partial Condemnation........................................9
         10.3      Disposition of Awards.......................................9

ARTICLE XI         ASSIGNMENT, TRANSFER AND SUBLEASING BY TENANT              10

         11.1      Landlord's Consent Required................................10
         11.2      Transfer of Voting Interest................................10
         11.3      No Release.................................................10
         11.4      No Mortgage................................................10
         11.5      Transfer of Landlord's Interest............................10
         11.6      Bankruptcy.................................................10

ARTICLE XII        HOLDING OVER...............................................11

ARTICLE XIII       DEFAULT BY TENANT:  LANDLORD'S REMEDIES....................11

         13.1      Events of Default..........................................11
         13.2      Remedies of Landlord.......................................11
         13.3      Tenant's Liability for Landlord's Damages..................12

ARTICLE XIV        BANKRUPTCY OR INSOLVENCY OF TENANT.........................13

         14.1      Liquidation................................................13
         14.2      Reorganization.............................................13
         14.3      Subsequent Liquidation or Petition.........................13
         14.4      Assignment.................................................14
         14.5      Reasonable Charges.........................................14
         14.6      Consent....................................................14
         14.7      Intent.....................................................14

ARTICLE XV         LIEN FOR RENT..............................................14

ARTICLE XVI        SUBORDINATION AND ATTORNMENT...............................15

ARTICLE XVII       TENANT ESTOPPEL LETTER.....................................15

ARTICLE XVIII      QUIET ENJOYMENT............................................15

ARTICLE XIX        NO IMPLIED WAIVER..........................................15

ARTICLE XX         NOTICES....................................................15

         20.1      Payments Due Landlord......................................15
         20.2      Notices....................................................16
         20.3      Change in Addresses........................................16

ARTICLE XXI        SUBSTITUTION OF SPACE......................................16

         21.1      Substitution Space.........................................16
         21.2      Maximum Base Rental........................................16
         21.3      Condition of Premises......................................16
         21.4      Commencement of Rent.......................................16
         21.5      Reimbursement of Expenses..................................16

ARTICLE XXII       MISCELLANEOUS..............................................16

         22.1      Attorney's Fees............................................16
         22.2      Broker's Commission........................................16
         22.3      Force Majeure..............................................16
         22.4      Use of Language............................................16
         22.5      Captions...................................................16
         22.6      Successors.................................................17
         22.7      Sublease...................................................17
         22.8      Severability...............................................17
         22.9      Charges for Services.......................................17
         22.10     Personal Liability.........................................17
         22.11     Damage From Certain Causes.................................17
         22.12     Notice and Cure to Landlord and Mortgagee..................17
         22.13     Governing Law..............................................17



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         22.14     No Reduction of Rental.....................................17
         22.15     No Partnership.............................................17
         22.16     No Oral Changes............................................18
         22.17     Entirety:  No Representations and Warranties...............18
         22.18     Attachments................................................18


EXHIBIT  "A"        -       Floor Plan of Premises
         "B"        -       Legal Description of the Land
         "C"        -       Operating Cost Computation
         "D"        -       Rules
         "E"        -       Guaranty - Purposely Omitted
         "F"        -       Financing Statements - Purposely Omitted
         "G"        -       Janitorial Services - Used for General Standarad
         "H"        -       Sprecial Provisions


RIDER     101 _     -  Work Letter

          201 _     -  Parking Agreement

          301 _     -  Option to Extend
















































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                                        v

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                             OFFICE LEASE AGREEMENT


STATE OF TEXAS                                                    ss.

COUNTY OF HARRIS                                                  ss.



         THIS LEASE (herein so called,  both in reference to this  Agreement and
to the real estate  transaction  between Landlord and Tenant),  made and entered
into by and  between  MISSION  LIFE  INSURANCE  COMPANY  , a  Texas  Corporation
("Landlord"),  and Worldport  Communications,  Inc. , a Corporation (hereinafter
called "Tenant").

                                   WITNESSETH:

         Effective on the execution of this Lease (even if the Commencement Date
is a later date), Landlord hereby leases to Tenant, and Tenant hereby takes from
Landlord,  the Demised Premises described in this Agreement,  as depicted by the
floor  plan  attached  as  Exhibit  "A",  in the  office  building  named as the
"Building"  below, for the Term set forth in Section 1.1(m) and on the following
terms, conditions and covenants:

                                    ARTICLE I

                    FUNDAMENTAL LEASE PROVISIONS: DEFINITIONS

         The  following  list  sets out the  Fundamental  Lease  Provisions  and
certain other definitions pertaining to the this Lease:

         1.1      Fundamental Lease Provisions
                  (a)      "Landlord":    MISSION LIFE INSURANCE COMPANY
                  (b)      Landlord's Mailing Address:    9235   Katy   Freeway,
                           Houston, Texas 77024
                  (c)      "Tenant":     WORLDPORT COMMUNICATIONS, INC.
                  (d)      Tenant's Mailing Address:
                           (i)      Before the Commence Date:
                           (ii)     After  the  Commencement  Date:   9601  Katy
                           Freeway, Suite  ,200 Houston, Texas 77024
                  (e)      "Guarantor(s)"  (if applicable,  Guaranty attached as
                           Exhibit "E"):
                  (f)      Guarantor's Street Address(es):
                  (g)      "Building" (including street address ): Bali III Park
                           Building, 9601 Katy Freeway,  Houston, Texas 77024
                  (h)      "Premises":      The  portion  of  the Building to be
                           leased  pursuant  to  this  Lease,  as  shown  on the
                           Attached Exhibit
                           "A", containing approximately       4,272
                           square  feet  of  Rentable Area.   The address of the
                           Premises is 9601 Katy Freeway,  Suite 200 ,  Houston,
                           Texas, 77024
   
                  (i)      "Base Rental":   SEE  ATTACHED  EXHIBIT "H" - SPECIAL
                           PROVISIONS

    
                  (j)      "Security Deposit"        $     5,100.00
                  (k)      "Anticipated Commencement Date":        APRIL 9, 1997

                  (l)      "Commencement Date":   The date on which the Premises
                           are "ready for occupancy," as defined in Rider 101.

   
                  (m)      "Term":  The period of   THREE  ( 3 ) years beginning
                           with the first day  after  the  Commencement Date (or
                           beginning  on  the  Commencement Date if that date is
                           the first day of a calendar month).
    

                  (n)      "Area of the Building":  45,500, the stipulated total
                           number  of  square  feet  of  Rentable  Area  in  the
                           Building.

                  (o)      "Area of the Premises":  4,272, the stipulated number
                           of square feet of Rentable Area in the Premises.

                  (p)      "Landlord's Operating Cost Contribution":  $ 5.50 for
                           each square foot in the Area of the Building.

                  (q)      "Broker":                GLENN HARDY

         1.2      Certain Definitions

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                                        1

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                  (a)      "Rentable Area": Area computed in accordance with the
                           current  American  National  Standard  adopted by the
                           Building    Owners    and    Managers     Association
                           International ("BOMA").

                  (b)      "Tenant's Pro Rata Share":   The Area of the Premises
                           divided by the Area of the Building.

                  (c)      "Building Facilities":     All  equipment, machinery,
                           facilities and other personal property located in the
                           Building  or  on  the Land (as hereinafter described)
                           and/or used or utilized solely in connection with the
                           operation and/or maintenance of the Building,  or any
                           part thereof.

                  (d)      "Land": The parcel of real property more particularly
                           described in Exhibit "B" attached  hereto,  on  which
                           the Building is or will be constructed.

                  (e)      "Project": The Land and the Building, parking related
                           thereto,   all   Building    Facilities    and    all
                           appurtenances pertaining to the foregoing.

                  (f)      "Common  Area(s)":  The portion of the Building which
                           is for  the  common  use of all  Tenants  (and  their
                           customers, clients, invitees, contractors), including
                           among other facilities,  corridors, tunnels, elevator
                           foyers,  rest  rooms,  mechanical  rooms,  janitorial
                           closets,  electrical and telephone  closets,  vending
                           area, lobby area, drinking fountains,  meeting rooms,
                           sidewalks,  curbs, enclosed mall area, loading areas,
                           lighting  facilities,  delivery  passages,  decks and
                           other  parking  facilities,  landscaping,  and  other
                           common rooms and common facilities.

                  (g)      "Service Areas": "Service Areas" will refer to areas,
                           spaces, facilities and equipment serving the Building
                           (whether or not located  within the  Building) but to
                           which Tenant and other occupants of the Building will
                           not  have  access,  including,  but not  limited  to,
                           mechanical,  telephone, electrical and similar rooms,
                           and air and water refrigeration equipment.

                  (h)      "Lease Year": A period of Twelve consecutive calendar
                           months  (during the Term  beginning  on January 1 and
                           ending on  December  31,  except that the first Lease
                           Year  begins on the  Commencement  Date of this Lease
                           and ends on the next  following  December  31 and the
                           last Lease Year  begins on January 1 of the  calendar
                           year in which  the Term ends and ends on the last day
                           of the Term.

                  (i)      "Rules":       The Rules for the Building attached as
                           Exhibit   D"   as   modified   from  time-to-time  in
                           accordance with Section 4.2.

         1.3      Other Definitions   Other terms defined in this Lease have the
                  meanings assigned to them elsewhere in this Lease.

                                   ARTICLE II

                               MONETARY PROVISIONS

         2.1      Base Rental.  Tenant shall pay to Landlord,  without offset or
                  deduction,   Base   Rental   for  the   Premises   in  monthly
                  installments  in advance.  Rent begins to accrue  hereunder on
                  the Commencement  Date. One such monthly  installment shall be
                  made on or before the date of  execution  of this  Lease,  and
                  alike  monthly  installment  shall  be made on or  before  the
                  Commencement  Date and at the first day of each calendar month
                  during the Term, beginning with the second month. Rent for any
                  partial month shall be prorated on a per diem basis.  Landlord
                  aquistion waive for Calendar 1997 escalation.

         2.2      Tenant's Share of Certain Costs. In addition to other sums due
                  from Tenant under this Lease, Tenant shall pay to Landlord, in
                  the manner and at the times set forth below, Tenant's Pro Rata
                  Share of Operating  Costs,  including  Energy Costs,  for each
                  Lease  Year with the  exception  of  calendar  year 1997 which
                  Landlord shall waive:

                  (a)  Operating  Costs.  "Operating  Costs"  means  all  costs,
                  charges,  and expense  incurred by Landlord in connection with
                  owning,  operating,   maintaining,   repairing,  insuring  and
                  managing  the  Building,  and the  Building's  portion  of the
                  Common Areas and Service  Areas,  computed on an accrual basis
                  and including,  with limitation,  costs,  charges and expenses
                  incurred  with respect to the items  enumerated  as "Operating
                  Cost  Examples"  in  Paragraph A of Exhibit "C" to this Lease,
                  and  including  Energy Costs.  Operating  Costs do not include
                  those items  enumerated  as  "Operating  Cost  Exclusions"  in
                  Paragraph B of Exhibit "C" to this Lease. "Energy Costs" means
                  the cost  incurred  by  Landlord  for (i) any and all forms of
                  fuel or energy  utilized  in  connection  with the  operation,
                  maintenance, and use of the Building, Common Areas and Service
                  Areas,  (ii) sales,  use,  excise and other taxers assessed by
                  Governmental  authorities on energy  sources,  and (iii) other
                  reasonable costs of providing  energy to the Building,  Common
                  Areas and Service  Areas.  If less than 95% of the Area of the
                  Building is occupied during a Lease Year, then for purposes of
                  determining  the Operating  Costs for that lease Year shall be
                  determined as if the Building had been occupied to that extent
                  for that Lease Year, taking into account the fixed or variable
                  nature of the particular costs and expenses.

                  (b) Tenant's Pro Rata Share of Operating  Costs.  Tenant's Pro
                  Rata Share of  Operating  Costs for any Lease Year is computed
                  by multiplying  Tenant's Pro Rata Share times Excess Operating
                  Costs.  "Excess Operating Costs" means the difference  between
                  (i) the  Operating  Costs  for as Lease  Year  minus  (ii) the
                  product  of  (A)  Landlord's   Operating   Cost   Contribution
                  multiplied times (B) the area of the Building.

                  (c)  Estimated  Costs.  Tenant's  Pro Rata Share of  Operating
                  Costs for the  remainder  of the first Lease Year and for each
                  subsequent  Lease Year of the Term shall be  estimated in good
                  faith by Landlord, and notice of the estimated amounts will be
                  given to Tenant as soon as reasonable  before the Commencement
                  Date or the  beginning of each Lease Year, as the case may be.
                  For each  full  Lease  Year of the Term,  Tenant  shall pay to
                  Landlord each month, at the same time the monthly  installment
                  of Base Rental is due, an amount equal to  one-twelfth  (1/12)
                  of the  estimated  Tenant's Pro Rata Share of Operating  Costs
                  due for that year.  If the first and last Lease Years are less
                  than full calendar  years,  then Tenant shall pay to Landlord,
                  each month for those Lease Years, at the same time the monthly
                  installment  of Base  Rental is due,  an  amount  equal to the
                  amount of estimated Tenant's Pro Rata Share of Operating Costs
                  for the  partial  Lease  Year  divided  by the  number of full
                  calendar months of the partial year.

                  (d)      Estimate Revisions. At any time and from time to time
                  during the Term,   Landlord may,   by giving notice to Tenant,
                  change the monthly  amount then payable by Tenant for Tenant's
                  estimated  Pro  Rata  Share  of  Operating  Costs  to  reflect



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                                        2

<PAGE>



                  more  accurately,  in the  reasonable  judgment  of  Landlord,
                  Tenant's actual Pro Rata Share of Operating Costs for the then
                  current  Lease Year.  Tenant  shall  begin  paying the revised
                  estimated  amount  together  with the next monthly  payment of
                  Base Rental due after receipt by Tenant of Landlord's notice.

                  (e)  Annual  Adjustments.  Within  180  days of the end of the
                  Lease Year, or as soon as reasonably  possible,  Landlord will
                  prepare and deliver to Tenant a  statement  setting  forth the
                  calculation of the actual Tenant's Pro Rata Share of Operating
                  Costs  for the  previous  Lease  Year.  Within  30 days  after
                  receipt of the statement of the actual Tenant's Pro Rate Share
                  of Operating Costs, Tenant shall pay to Landlord,  or Landlord
                  will  credit  against  the next  rental  or other  payment  or
                  payments due from Tenant,  as the case may be, the  difference
                  between the actual  Tenant's Pro Rata Share of Operating Costs
                  for the preceding  Lease Year and the  estimated  Tenant's Pro
                  Rata Share of Operating Costs paid by Tenant during that year.

                  (f) Final  Partial  Year.  If the Term  expires  or this Lease
                  terminates before a final determination of the actual Tenant's
                  Pro  Rata  Share  of  Operating  Costs,  then  the  amount  of
                  adjustment  between the estimated  Tenant's Pro Rata Share and
                  the actual  Tenant's Pro Rata Share of Operating Costs payable
                  for the  preceding  Lease Year and/or the final  partial Lease
                  Year of the term will be estimated  by the  Landlord  based on
                  the  best  data  available  to  Landlord  at the  time  of the
                  estimate.  Before the  scheduled  last day of the Term,  or as
                  soon  as  possible  after  an  earlier  termination  date,  an
                  adjustment  will be made  between  Landlord  and  Tenant.  The
                  obligations set forth in the preceding  sentence shall survive
                  expiration or earlier termination of this Lease.

         2.3      Personal Property Taxes. Tenant shall pay, before delinquency,
                  all taxes, fees or charges, rates, duties and assessments that
                  are imposed,  levied or assessed  directly against Tenant,  or
                  indirectly  through  Landlord,  and  payable  during  the Term
                  thereof,  on  Tenant's  equipment,  furniture,  movable  trade
                  fixtures and other personal  property located in the Premises.
                  Tenant shall also pay, before delinquency,  business and other
                  taxes, fees or charges, rates, duties and assessments imposed,
                  levied  or  assessed  because  of  Tenant's  occupancy  of the
                  Premises or on the business or income of Tenant generated from
                  the Premises.

         2.4      Taxes for Leasehold Improvements.     If any authority levying
                  real  and  personal  property   taxes  against  the   Building
                  includes, as  a standard practice for determining the value of
                  the  Building  for  tax  purposes,  a  component  for   tenant
                  improvements  or   nonmovable  trade  fixtures  of  individual
                  tenants,  Tenant  shall  pay  to Landlord any portion of those
                  taxes   which   is  attributable  to  the  value   of   tenant
                  improvements  or  nonmovable trade fixtures in the Premises in
                  excess of the value (as of the first day of the  Term or as of
                  the date of such levying, whichever date is used by the taxing
                  authority)  of   Building  standard  or  existing improvements
                  (collectively, "above Standard Improvements").   On receipt of
                  any such tax statement, Landlord will compute  Tenant's  share
                  of taxes attributable  to  Above  Standard  Improvements,  and
                  submit  a  statement  to  Tenant  evidencing  the  method   of
                  calculation.   Tenant shall pay to  Landlord together with the
                  next monthly installment  of Base Rental due after the receipt
                  of  Landlord's  statement  the  entire  amount  due under this
                  Section 2.4.   The method of calculation of the share of taxes
                  attributable to Above Standard Improvements will be subject to
                  adjustment  by  Landlord from time to time in order to reflect
                  the  method  currently  utilized  by  taxing  authorities   to
                  calculate taxes for Above Standard Improvements.  If Tenant is
                  assessed for taxes for Above Standard Improvements directly by
                  the  taxing  authorities,  then  Tenant  shall pay them before
                  delinquency  and  deliver  to  Landlord copies of receipts for
                  payment of those taxes and assessments no  later than ten (10)
                  days  before  the  deadline  for payment without imposition of
                  penalty.

         2.5      Late Payments.


                  (a) Late  Charge.  If any  amounts  due under  this Lease from
                  Tenant to Landlord  are not  received by Landlord by the tenth
                  (10th)  calendar day after the date due,  then the amount past
                  due is subject to a five  percent 5%) late payment and service
                  charge,  payable by Tenant  immediately on demand by Landlord,
                  to be applied to defray  Landlord's  administrative  and other
                  overhead expenses.

                  (b)   Administrative   Reimbursement.   If  Landlord  performs
                  construction, maintenance, or repairs for Tenant under Section
                  6.3, 8.2, or 13.2 of this Lease,  then Tenant shall  reimburse
                  Landlord within five (5) days after receipt of an invoice from
                  Landlord  for the cost of those items plus an amount  equal to
                  fifteen   percent   (15%)  of  those  costs   ("Administrative
                  Reimbursement")  to reimburse  Landlord for administration and
                  overhead.


         2.6      Security Deposit. On its execution of this Lease, Tenant shall
                  deposit  with  Landlord, in addition to the advance payment of
                  Base  Rental  described  in Section 2.1, the Security Deposit.
                  The  Security  Deposit  shall be  held  by  Landlord   without
                  interest  as  security  for  the   performance   of   Tenant's
                  obligations under this Lease.   The Security Deposit is not an
                  advance payment of rental or the  full  measure  of liquidated
                  damages on a default  by  Tenant.   On  an  Event  of  Default
                  (hereinafter defined),  Landlord may,  from  time  to time and
                  without prejudice to  any  other  remedy provided herein or by
                  law, use the Security Deposit to cure the  Event  of  Default.
                  After an application of the Security Deposit, Tenant shall pay
                  to Landlord, on demand, the amount necessary to replenish  the
                  Security Deposit to its original amount.  On the expiration or
                  termination of the Term, any remaining balance of the Security
                  Deposit  shall  be returned by Landlord to Tenant if Tenant is
                  not then in default.

                  Unless  there has been a  permitted  assignment  of this Lease
                  pursuant to Article XI, and in connection  therewith  Landlord
                  receives  written  notice  of an  assignment  of the  right to
                  receive the Security Deposit or the remaining balance thereof,
                  Landlord  may return  the  Security  Deposit  to the  original
                  Tenant,  regardless  of one or more  assignments  or  Tenant's
                  interest in the Security Deposit. In this event, on the return
                  of the Security  Deposit (or balance  thereof) to the original
                  Tenant (or permitted assignee,  as appropriate),  Landlord has
                  no further liability with respect to the Security Deposit.

                  On a transfer  of the  Premises,  this Lease or the  Building,
                  Landlord may transfer the Security  Deposit to the transferee,
                  after which  Landlord is released  from all  liability for the
                  return of the  Security  Deposit,  for which Tenant shall look
                  solely to the transferee.


                                   ARTICLE III

                      PREMISES, COMMON AREAS, SERVICE AREAS

         3.1      Required  Condition  of  Premises.  Except to the extent  that
                  Landlord  is  obligated  to  construct   improvements  in  the
                  Premises,  and except for Landlord's  agreement to complete or
                  correct   construction  items,  as  described  in  the  second
                  paragraph  of the  Section  3.1,  as  provided  on an  exhibit
                  attached to this  Agreement,  the  Premises  are  delivered to
                  Tenant and are being leased "AS IS" and "WITH ALL FAULTS," and
                  Landlord  makes no  representation  or  warranty  of any kind,
                  expressed    or     implied,     with     respect    to    the



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                                        3

<PAGE>



                  condition of the Premises (including habitability,  fitness or
                  suitability  for particular  purpose of the Premises,  or that
                  the Building or the  improvements  to the  Premises  have been
                  constructed in a good and workmanlike  manner). TO THE MAXIMUM
                  EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY DISCLAIMS,
                  AND  TENANT  WAIVES  THE  BENEFIT  OF,  ANY  AND  ALL  IMPLIED
                  WARRANTIES,  INCLUDING  IMPLIED  WARRANTIES  OF  HABITABILITY,
                  FITNESS OR  SUITABILITY  FOR PURPOSE,  OR THAT THE BUILDING OR
                  THE  IMPROVEMENTS  IN THE PREMISES HAVE BEEN  CONSTRUCTED IN A
                  GOOD WORKMANLIKE  MANNER.  TENANT EXPRESSLY  ACKNOWLEDGES THAT
                  LANDLORD   DID  NOT   CONSTRUCT  OR  APPROVE  THE  QUALITY  OF
                  CONSTRUCTION OF THE BUILDING.

                  The  taking  of   possession   of  the   Premises   by  Tenant
                  conclusively  established  that the  Premises and the Building
                  were at that time in satisfactory  order and condition  except
                  for (i) minor matters of structural,  mechanical,  electrical,
                  and finish adjustment in the Premises (commonly referred to as
                  "punch list items")  specified in reasonable  detail on a list
                  delivered by Tenant to Landlord within fifteen (15) days after
                  the date on which Tenant takes  possession of the Premises and
                  (ii) defects not  discoverable  on inspection  and about which
                  Tenant  notified  Landlord  within one (1) year  after  taking
                  possession of the Premises.  Landlord neither makes nor offers
                  any  other  construction  warranties  of any  kind  or  nature
                  whatsoever.

         3.2      Minor  Variations In Area. The Area of the Premises  contained
                  Section  1.1(o) has been  calculated  in  accordance  with the
                  foregoing  definitions  and is  agreed  to be the  Area of the
                  Premises   regardless  of  minor  variations   resulting  from
                  construction of the Building and/or tenant improvements.

         3.3      Ceilings, Walls, Floors.    Tenant  acknowledges  that  pipes,
                  ducts,  conduits,  wires  and equipment serving other parts of
                  the Building may be located above acoustical ceiling surfaces,
                  below floor surfaces or within walls in the Premises.

         3.4      Common  and  Service   Areas.   Tenant  is  hereby  granted  a
                  non-exclusive right to use the Common Areas during the Term of
                  this Lease for their intended purposes, in common with others,
                  subject to the terms and conditions of this Lease,  including,
                  without limitation, the Rules.


         3.5      Delay.  If the Premises are not ready for  occupancy by Tenant
                  on the  Anticipated  Commencement  Date,  for any reason other
                  than a delay caused by Tenant, the obligations of Landlord and
                  Tenant shall  nevertheless  continue in full force and effect.
                  However,  except as otherwise  provided in Rider 101, the Term
                  of this  Lease  shall not  begin  and rent  shall not begin to
                  accrue  until  the  actual  Commencement  Date.  The  delay in
                  commencement  of the Term and in the accrual of rent described
                  in the foregoing  sentence  constitutes full settlement of all
                  claims  that  Tenant  might  otherwise  have by  reason of the
                  Premises  not being  ready for  occupancy  on the  Anticipated
                  Commencement Date.

                  If the Premises  are not ready for  occupancy by Tenant on the
                  Anticipated Commencement Date due to one or more delays caused
                  by Tenant, or anyone acting under or for the Tenant, or due to
                  any  cause  other  than  Landlord's  fault,  Landlord  has  no
                  liability  and the  obligations  of Tenant  under  this  Lease
                  (including,  without  limitation,  the obligation to pay rent)
                  shall nevertheless begin as of the Commencement Date.


                                   ARTICLE IV

                                       USE

         4.1      Permitted Use.    The Premises shall be used and occupied only
                  for general office purposes, and not otherwise.   The Premises
                  are being used by Tenant for commercial,  business use and are
                  not residential property.

         4.2      Rules.  Tenant's  use of the Premises and the Common Areas are
                  subject at all times during the Term to the Rules  attached to
                  the Lease as  Exhibit  "D" and to any  modifications  of those
                  Rules and any additional  Rules from time to time  promulgated
                  by Landlord.  Additional Rules will not become effective and a
                  part of this Lease until a copy of them has been  delivered to
                  Tenant.
                  
                  Landlord  will use its best  efforts to cause all  tenants to
                  comply with the Rules  however,  the  inability of Landlord to
                  cause  another  occupant  of the  Building  to comply with the
                  Rules will neither excuse  Tenant's  obligation to comply with
                  the Rules or any other  obligation  of Tenant under this Lease
                  nor cause  Landlord  to be liable  to  Tenant  for any  damage
                  resulting to Tenant.  Tenant shall cause  Tenant's  employees,
                  servants and agents to comply with the Rules.

         4.3      Additional Covenants of Tenant.

                  (a) Laws, Statutes,  Etc. Tenant shall, at Tenant's sole cost,
                  promptly   comply   with  all  laws,   statutes,   ordinances,
                  regulations, guidelines, restrictive covenants or requirements
                  now in force or hereafter enacted and with the requirements of
                  any  governmental   authority  having  jurisdiction  over  the
                  Building, board of fire underwriters,  utility company serving
                  the   Building  or  other   similar   body  now  or  hereafter
                  constituted,  relating to or affecting the  condition,  use or
                  occupancy  of the  Premises.  The  judgment  of any  court  of
                  competent  jurisdiction  or the  admission  of  Tenant  in any
                  action against Tenant,  whether Landlord is a party thereto or
                  not,  that  Tenant  has  violated  any  of  the  foregoing  is
                  conclusive of that fact between Landlord and Tenant.

                  (b)  Nuisance.  Tenant  shall not do or permit  anything to be
                  done in or about the  Premises  which will in any way obstruct
                  or  interfere  with the  operation  of the  Building or Common
                  Areas or with the rights of other  tenants or occupants of the
                  Building  or Common  Areas or injure,  disturb or annoy  other
                  tenants or occupants of the Building or Common Areas.

                  (c)  Building  Reputation.  Tenant shall not use or permit the
                  Premises  to be used  for  any  objectionable  purpose  or any
                  purpose  which,  in the  reasonable  opinion of the  Landlord,
                  harms  or  tends to harm the  business  or  reputation  of the
                  Landlord or Building or reflects  unfavorably on the Building,
                  or any part of the  building,  or  deceives  or  defrauds  the
                  public.

                  (d) Fire Hazards.  Tenant shall not cause,  maintain or permit
                  anything to be done in the Premises  nor keep  anything in the
                  Premises which will, in the opinion of the Landlord,  increase
                  the possibility of fire or other casualty or increase the then
                  existing premiums for or void the coverage of any insurance on
                  the Building or contents of the Building.

         4.4      Control of Building and Common Areas.  The Building and Common
                  Areas  will  be  at  all  times  under  the exclusive control,
                  management and operation of Landlord.   Landlord may from time
                  to  time  (i)  alter or redecorate the Building (including the



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                  Common  Areas  or  Service  Areas)  or  construct   additional
                  facilities  adjoining or  approximate  to the  Building;  (ii)
                  close  temporarily   doors,  entry  ways,  public  spaces  and
                  corridors  and  interrupt  or  suspend  temporarily   Building
                  services and  facilities in order to perform any  redecorating
                  or  alteration  or  alteration  in order to prevent the public
                  from acquiring  prescriptive  rights in the Common Areas;  and
                  (iii) change the name of the Building.

         4.5      Minimization  of  Disruption.  Landlord  will  attempt  not to
                  disrupt  Tenant's   operations  in  the  Premises  during  the
                  exercise of  Landlord's  rights of Section 4.4 or 7.1,  but is
                  not required to incur extra  expenses in order to minimize the
                  disruption.  Tenant  hereby  waives all claims for  damages or
                  injuries  or  interference  with  Tenant's  business,  loss of
                  occupancy,  or quiet  enjoyment  and any other loss  resulting
                  from the  exercise by Landlord of any right under  Section 4.4
                  or 7.1. No  exercise  by Landlord of any right under  Sections
                  4.4 or 7.1  constitutes  actual or  constructive  eviction  or
                  breach  of  any  expressed  or  implied   covenant  for  quiet
                  enjoyment.


                                    ARTICLE V

                             SERVICES AND UTILITIES

         5.1      Services  by  Landlord.  So long as Tenant  is not in  default
                  under this Lease,  and subject to the conditions and standards
                  contained  in this  Lease and to  standards,  limitations  and
                  guidelines  imposed by  governmental  authorities  and utility
                  companies,  Landlord  will  furnish or cause to be  furnished,
                  while Tenant is occupying the Premises, the following services
                  and utilities:

                  (a) Water at the normal  temperature of the supply of water to
                  the  Building  or  lavatory  and  drinking  purposes,  through
                  fixtures  installed  by Landlord  or by Tenant with  Landlords
                  consent;

   
                  (b)  Janitorial  cleaning  services  to those  portions of the
                  Premises  used  for  office  purposes,  five (5) days per week
                  (except on holidays  observed by the Building),  in accordance
                  with  the  Specifications  used in  comparable  properties  to
                  obtain an acceptable condition.
    

                  (c)  Heated  and  refrigerated  air   conditioning,   at  such
                  temperatures and in such quantities as Landlord determines are
                  reasonably necessary and stated as standard hours of operation
                  in  "Exhibit  "D"  for  the  reasonably  comfortable  use  and
                  occupancy of the Premises for general office purposes;

                  (d)      Routine maintenance in the Common Areas;

                  (e) Electric  current to the  Premises  for Building  standard
                  office  lighting and office  machines  that  consume  electric
                  current within the limits set forth in Sections 5.3(a)(i);

                  (f) Twenty-four (24) hour,  non-exclusive,  passenger elevator
                  service and, when scheduled  through the Building  management,
                  non-exclusive  freight  elevator  service to the  floors(s) on
                  which the Premises are located; and

                  (g)      Replacement  of  Building  standard  light bulbs, and
                  fluorescent tubes in the Premises.

         5.2      Tenant's   Obligations.   Tenant   shall   pay   for,   before
                  delinquency,  all telephone charges and the cost or charge for
                  all other  materials and services not expressly the obligation
                  of Landlord  that are furnished to or used on, in or about the
                  Premises during the Term of this Lease.

         5.3      Tenant's Additional Service Requirements.

                  (a) Additional Services Requiring  Landlord's Consent.  Except
                  as  otherwise  expressly  provided  elsewhere  in  this  Lease
                  (including any exhibit  attached to this Lease),  Tenant shall
                  not,  without  Landlord's  prior  consent in  writing,  do the
                  following:

                           (i) Install or use special  lighting  beyond building
                           standard,  or any equipment  machinery,  or device in
                           the Premises which requires a nominal voltage of more
                           than 120 volts,  single phase, or which, in Landlords
                           reasonable judgment, exceeds the capacity of existing
                           feeders  conductors,  risers,  or wiring in or to the
                           Premises or Building,  or which  requires  amounts of
                           water in excess of that usually furnished or supplied
                           for use in office  space or which will  decrease  the
                           amount  or  pressure  of  water  or the  amperage  or
                           voltage of  electricity  that Landlord can furnish to
                           other occupants of the Building;

                           (ii)   Install  or  use  any  heat or cold-generating
                           equipment,  machinery,  or  device  that  affects the
                           temperature otherwise maintainable by the heat or air
                           conditioning systems of the Building;

                           (iii)  Use  portions  of  the  Premises  for  special
                           purposes requiring greater or more difficult cleaning
                           work  than  office   areas,   such  as,  but  without
                           limitation,  kitchens,  reproduction rooms,  interior
                           glass partitions, and non-Building standard materials
                           or finishes; or

                           (iv)  Accumulate  refuse or rubbish  (A) in excess of
                           that   ordinarily   accumulated  in  business  office
                           occupancy,  or  (B)  at  times  other  than  Building
                           standard cleaning times.

                  (b)      Providing Additional Services.  If, in the reasonable
                           opinion  of  Landlord,  additional services to Tenant
                           are necessary, Landlord may:

                           (i) Require  that Tenant cease the activity or remove
                           the  item (or  Landlord  may  refuse  to  permit  the
                           activity or  installation  of the item),  causing (or
                           which  will  cause)  the  need  for  the   additional
                           service, if Landlord and Tenant are not able to agree
                           on a mutually  satisfactory  method for providing the
                           additional  services,  or  in  Landlord's  reasonable
                           judgment,  providing  the  additional  service is not
                           operationally or economically feasible;

                           (ii)  With respect to additional utility consumption,
                           install  and  maintain  separate metering devices, or
                           cause  periodic  usage  surveys  to be prepared by an
                           engineer employed by Landlord for that purpose.  Cost
                           



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                           of  the  additional  utility   consumption  plus,  if
                           Landlord  installs and   maintains  separate  meters,
                           the costs of the  meters   and of their installation,
                           maintenance and repair, or  if Landlord  orders usage
                           surveys, the cost of those surveys, is the obligation
                           of Tenant;

                           (iii)  With   respect  to  heat  or   cold-generating
                           equipment,    furnish    additional   heat   or   air
                           conditioning    to   the    Premises,    or   install
                           supplementary  heating or air  conditioning  units in
                           the Premises of elsewhere in the Building,  or modify
                           the existing  heating or air  conditioning  system in
                           the  Premises.  The  cost of  additional  heat or air
                           conditioning,  supplementary  units, or modifications
                           to the existing system is the obligation of Tenant;

                           (iv)  With  respect  to  lighting   beyond   Building
                           standard,  purchase and replace, at Tenant's expense,
                           light bulbs and ballasts and/or fixtures; and/or

                           (v)  With  respect  to  additional   cleaning   work,
                           instruct Landlord's  janitorial contractor to provide
                           the services,  the cost of which is the obligation of
                           Tenant.

                  (c) After Hours Heat or Air  Conditioning.  Landlord shall, on
                  request and at Tenant's  expense,  provide after hours heat or
                  air  conditioning.  The  cost  of  after  hours  heat  or  air
                  conditioning  will be determined from time to time by Landlord
                  as  calculated  by an  electrical  engineer  and,  on request,
                  confirmed  in writing to Tenant as  Landlor's  actual  cost of
                  providing such service.

                  (d)  Payment.  Tenant  shall pay to  Landlord  the cost of any
                  additional  service  and any other  costs for which  Tenant is
                  obligated  under  Section  5.3(b) or (c) within  five (5) days
                  after receipt of an invoice from Landlord.

         5.4      Interruption  of Utility  Service.  Landlord will use its best
                  efforts  to  provide  or cause  to be  provided  the  services
                  required  of  Landlord  under this  Lease.  However,  Landlord
                  reserves  the  right,  without  any  liability  to Tenant  and
                  without  affecting  Tenant's  covenants and obligations  under
                  this Lease, to stop or interrupt or reduce any of the services
                  listed in  Section  5.1 or to stop,  interrupt  or reduce  any
                  other services required of Landlord under this Lease, whenever
                  and for so long as may be necessary,  in Landlord's reasonable
                  judgment, by reason of (i) accidents or emergencies,  (ii) the
                  making of  repairs  or  changes  that  Landlord  in good faith
                  considers  necessary  or which it is required or  permitted by
                  this Lease or by law to make,  (iii)  difficulty  in  securing
                  proper  supplies  of  fuel,  water,   electricity,   labor  or
                  supplies,  (iv) the compliance by Landlord with  governmental,
                  quasi-governmental  or  utility  company  energy  conservation
                  measures,  or (v)  the  exercise  by  Landlord  of  any  right
                  contained Section 4.4. Landlord shall, on an interruption of a
                  utility service,  use its best efforts it cause the service to
                  be resumed as soon as practicable. However, no interruption or
                  stoppage of any services  shall be construed as an eviction of
                  Tenant nor will interruption or stoppage cause an abatement of
                  the rent  payable  under this  Lease or in any manner  relieve
                  Tenant  from any of  Tenant's  obligations  under this  Lease.
                  Landlord is not liable for any interruption or stoppage of any
                  services  or for any damage to persons or  property  resulting
                  from that stoppage. See Exhibit H, Special Provisions, Item 5,
                  Essential Services for exception.


                                   ARTICLE VI

                             REPAIRS AND MAINTENANCE

         6.1      Landlord's Repair  Obligations.  Landlord will, subject to the
                  casualty  provisions of Article VIII,  maintain the (i) Common
                  Areas and  Service  Areas,  (ii)  roof,  foundation,  exterior
                  windows and load-bearing items of the Building; (iii) exterior
                  (located  outside  the  Premises)   surfaces  of  walls;  (iv)
                  plumbing,  pipes and  conduits  located in the Common Areas or
                  Service  Areas of the Building;  and (v) the Building  central
                  heating,   Ventilation  and  air   conditioning,   electrical,
                  mechanical and plumbing  systems.  Landlord is not required to
                  make any repair in connection  with or resulting  from (1) any
                  alteration  or  modification  to the  Premises  or to Building
                  equipment performed by, for or because of Tenant or to special
                  equipment or systems  installed  by, for or because of Tenant,
                  (2) the installation,  use or operation of Tenant's  property,
                  fixtures and equipment, (3) the moving of Tenant's property in
                  or out of the  Building  or in and  about  the  Premises,  (4)
                  Tenant's  use or  occupancy  of the  Premises in  violation of
                  Article IV or in a manner not  contemplated  by the parties at
                  the  time  of  execution  of  this  Lease  (e.g.,   subsequent
                  installation of special use rooms),  (5) the acts or omissions
                  of  Tenant   and   Tenant's   employees,   agents,   invitees,
                  subtenants,  licensees  or  contractors,  or (6) fire or other
                  casualty, except as provided in Article VIII. Depending on the
                  nature of  repairs  undertaken  by  Landlord,  the cost of the
                  repairs will be borne solely by Landlord or will be reimbursed
                  to Landlord either by a particular tenant or tenants or by all
                  tenants as an operating Cost.

         6.2      Tenant's Obligations.  Except for janitorial services provided
                  by Landlord and Landlord's  obligations under Sections 3.1 and
                  6.1, Tenant, at Tenant's expense,  shall maintain the Premises
                  in  good  order,  condition  and  repair  including,   without
                  limitation,  the interior  surfaces of the windows,  walls and
                  ceilings; floors; wall and floor coverings,  window coverings;
                  doors;  interior  windows;  and  all  switches,  fixtures  and
                  equipment in the  premises.  On receipt of  reasonable  notice
                  from Tenant,  Landlord will perform, at the expense of Tenant,
                  all repairs and maintenance to plumbing,  pipes and electrical
                  wiring located within walls,  above ceiling surfaces and below
                  floor  surfaces  resulting  from  the use of the  Premises  by
                  Tenant. Tenant is not responsible for any plumbing,  pipes and
                  electrical wiring, switches, fixtures and equipment located in
                  the Premises but serving another tenant or for portions of the
                  central heat,  ventilation and air  conditioning,  electrical,
                  mechanical  and  plumbing  systems of the  Building  which are
                  located in the Premises, except for (i) repairs resulting from
                  the acts of Tenant and Tenant's employees,  agents,  invitees,
                  subtenants,  licensees or contractors, (ii) modifications made
                  to any of those  systems by,  for,  or because of Tenant,  and
                  (iii)  special  equipment  installed  by,  for,  or because of
                  Tenant.

         6.3      Rights of Landlord.  If Tenant fails, in Landlord's reasonable
                  judgment,  to maintain the  Premises in good order,  condition
                  and  repair,   then  Landlord  may  perform  the  maintenance,
                  repairs, refurbishing or repairing at Tenant's expense.

         6.4      Condition  on   Surrender.   On  the   expiration  or  earlier
                  termination  of this Lease,  or on the exercise by Landlord of
                  Landlord's right to re-enter the Premises without  terminating
                  this Lease,  Tenant shall  surrender  the Premises in the same
                  condition as received or as subsequently  improved by Landlord
                  or Tenant,  except for (i)  ordinary  wear and tear,  and (ii)
                  damage by fire,  earthquake,  acts of God or the  elements for
                  which damage Landlord has received all insurance proceeds, and
                  shall  deliver  to  Landlord  all  keys for the  Premises  and
                  combinations  to safes located in the Premises.  Tenant shall,
                  at Landlord's option, remove, or cause to be removed, from the
                  Premises or the  Building,  at Tenant's  expense and as of the
                  expiration or termination of this Lease,  all signs,  notices,
                  displays, millwork,  nonmovable trade fixtures, or, subject to
                  Subsection 6.5(d) of this  Lease,  any  non-Building  standard



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<PAGE>



                  tenant  improvements  placed in the Premises or the  Building.
                  Tenant shall repair,  at Tenant's  expense,  any damage to the
                  Premises  or the  Building  resulting  from the removal of any
                  item,  including without  limitation,  repairing the floor and
                  patching and painting the walls where  reasonably  required by
                  Landlord.  Tenant,  however,  has no  obligation to remove any
                  improvements in place in the Premises at the Commencement Date
                  of this Lease.  Tenant's  obligations  under this  Section 6.4
                  shall survive the  expiration or earlier  termination  of this
                  Lease.  If  Tenant  fails  to  remove  any  item  of  property
                  permitted  or  required  to be  removed at the  expiration  or
                  earlier  termination of the Term,  Landlord may, at Landlord's
                  option, (a) remove that property from the Premises or Building
                  at Tenant's expense and sell or dispose of it in a manner that
                  Landlord  considers  advisable,  or (b) place that property in
                  storage at Tenant's expense.  Any property of Tenant remaining
                  in  the  Premises  ten  (10)  days  after  the  expiration  or
                  termination  of  this  Lease  will  be  deemed  to  have  been
                  abandoned by Tenant.

         6.5      Alterations by Tenant.

                  (a)  Approval  Required.  Tenant  shall not make,  or cause or
                  permit to be made, any additions,  alterations,  installations
                  or   improvements   in  or  to  the  Premises   (collectively,
                  "Alterations"), without the prior written consent of Landlord.
                  Unless   Landlord  has  waived  the  requirement  in  writing,
                  together with Tenant's  request for approval of an Alteration,
                  Tenant  must  also  submit  details  with  respect  to  design
                  concept, plans and specifications,  names of and financial and
                  other  pertinent   information   about  proposed   contractors
                  (including   without   limitation,   the  labor   organization
                  affiliation  or  lack  of  affiliation  of  any  contractors),
                  certificates   of  insurance  to  be  maintained  by  Tenant's
                  contractors,  hours  of  construction,  proposed  construction
                  methods,  details  with respect to the quality of the proposed
                  work and reasonable  evidence of security (such as payment and
                  performance  bonds) to assure timely completion and payment of
                  the costs of the work by the  contractor.  With  respect to an
                  Alteration  that is visible  from  outside the  Premises,  the
                  Alteration   must,  in  the  opinion  of  Landlord,   also  be
                  architecturally   and   aesthetically   harmonious   with  the
                  remainder of the Building.

                  (b) Complex Alterations.  If the nature,  volume or complexity
                  of  any  proposed  Alteration  will  affect  the  basic  heat,
                  ventilation and air conditioning or other Building  Facilities
                  or systems or the  Building,  Tenant shall furnish to Landlord
                  information reasonably required by Landlord to insure Landlord
                  that the Alternation meet Landlord's  reasonable  requirements
                  so as  not  to  adversely  affect  the  Building  or  Building
                  Facilities  or systems;  otherwise,  Landlord may require that
                  the work be designed by consultants designated by Landlord and
                  be performed by Landlord or Landlord's contractors.

                  (c)  Standard  or  Work.  All work to be  performed  by or for
                  Tenant pursuant  hereto will be performed  diligently and in a
                  first-class,  workmanlike  manner,  and in compliance with all
                  applicable  laws,  ordinances,  regulations  and  rules of any
                  public authority having  jurisdiction over the Building and/or
                  Tenant  and,  so long as  communicated  in  writing to Tenant,
                  Landlord's insurance carriers. Landlord has the right, but not
                  the  obligation,  to  inspect  periodically  the  work  on the
                  Premises  and may  make  required  changes  in the  method  or
                  quality of the work.

                  (d) Ownership of  alterations.  Except for Tenant's  telephone
                  system and computer  system,  all  Alterations  made by or for
                  Tenant   (other  than  Tenant's   movable   trade   fixtures),
                  immediately  become the  property  of  Landlord,  without  and
                  cabinetry are considered  improvements of the Premises and not
                  movable trade fixtures, regardless of how or where affixed. No
                  Alterations will be removed by Tenant from the Premises either
                  during or at the  expiration  or  earlier  termination  of the
                  Term,  and they shall be surrendered as a part of the Premises
                  unless the  Alteration is not  Building-standard  and Landlord
                  has requested that Tenant remove it. Tenant may request at the
                  time of  submission  to Landlord of  Tenant's  information  in
                  connection with a proposed  Alteration that Landlord designate
                  which non-Building standard Tenant improvements resulting from
                  the  Alteration are subject to removal at the end of the Term.
                  In the absence of such a request,  all  non-Building  standard
                  improvements  resulting  from the  Alteration  are  subject to
                  removal in accordance with the provisions of this Lease.

         6.6      Payment  of Costs:  Mechanic's  Liens.  Except  for costs that
                  Landlord agrees with Tenant in writing to pay (including in an
                  Exhibit or Rider attached to this Lease), Tenant shall pay for
                  all costs incurred or arising out of alterations, additions or
                  improvements  in or to the  Premises  and shall  not  permit a
                  mechanic's or  materialman's  lien to be asserted  against the
                  Premises.  On  Landlord's  request,  Tenant  shall  deliver to
                  Landlord proof of payment reasonably  satisfactory to Landlord
                  of all costs incurred or arising out of any such  alterations,
                  additions or improvements.

                  If Tenant contracts with a third party for the construction of
                  improvements  in the Premises,  or for the supply of materials
                  relating  thereto,  Tenant shall obtain  validly  executed and
                  acknowledged  lien  waivers  from any party who might assert a
                  mechanic's  or  materialmen's  lien as a  result  of  Tenant's
                  contract,  regardless of the probable or ultimate  validity of
                  that lien.  If a lien is filed  against  the  Premises  or any
                  interest of Landlord  or Tenant in the  Building,  then Tenant
                  shall cause same to be  discharged  of record  within ten (10)
                  days  after  its  filing.  If  Tenant  fails  to  obtain  that
                  discharge,  then,  in addition to any other right or remedy of
                  Landlord, Landlord may (buy is not obligated to) discharge the
                  lien,  either by paying  the  amount  claimed  to be due or by
                  procuring a bond,  or by any other  means.  Any amount paid by
                  Landlord to obtain the discharge of the lien, with interest on
                  that amount at the lesser of eighteen  percent (18%) per annum
                  or the  highest  lawful  rate,  from  the  date of  Landlord's
                  payment to the date of repayment to Landlord, shall be paid by
                  Tenant to Landlord on demand.


                                   ARTICLE VII

                            LANDLORD'S RIGHT OF ENTRY

   
         7.1      Entry.  In addition to its re-entry rights under Section 13.2,
                  Landlord  and its  authorized  agents may,  during  reasonable
                  hours,  enter  the  Premises  (i)  to  inspect  their  general
                  condition and state of repair,  (ii) to make repairs  required
                  or permitted  under this Lease,  (iii) to show the Premises to
                  any  prospective     purchaser or  mortgagee,  or (iv) for any
                  other reasonable purpose.  Landlord may show the Premises to a
                  prospective tenant only within the final 90 days of the Term.
    

         7.2      "For Rent" Signs.  During  the  final  90  days  of  the Term,
                  Landlord  and  its  authorized  agents  may erect and maintain
                  on  or  about  the  Premises signs advertising the Building or
                  Premises for lease.


                                  ARTICLE VIII

                       INSURANCE, FIRE AND CASUALTY DAMAGE



                                                            Initial      Initial

                                        7

<PAGE>



         8.1      Insurance  on  Building.  Landlord  shall  maintain  fire  and
                  extended  coverage  insurance on the Building in an amount not
                  less than 80% (or such  greater  percentage  as  necessary  to
                  comply with  co-insurance  requirements  of the policy) of the
                  "replacement  cost" thereof,  as defined in a Replacement Cost
                  Endorsement to be attached thereto.  Subject to the provisions
                  of Section 8.2 and 8.5 below, that insurance is for Landlord's
                  sole benefit and is under its sole control.

   
         8.2      Casualty  Covered by Insurance.  If the Building,  or any part
                  thereof,  is damaged or destroyed by any peril  covered by the
                  insurance  described  in Section  8.1,  then Tenant shall give
                  immediate  notice  thereof to Landlord,  and Landlord shall at
                  its sole costs and expense proceed with  reasonable  diligence
                  to rebuild and repair the damaged areas to  substantially  the
                  condition  in  which  they   existed   before  the  damage  or
                  destruction,  except that Landlord is not required to rebuild,
                  repair  or  replace  any  part  of the  partitions,  fixtures,
                  additions  or other  improvements  placed  in, on or about the
                  Premises by Tenant,  nor is Landlord  required in any event to
                  expend  more than the amount of  insurance  proceeds  actually
                  received by Landlord as a result of fire or other casualty.
    
                  Rental  payable  by Tenant under this Lease shall be abated to
                  the extent that the Premises are rendered uninhabitable by the
                  casualty.

         8.3      Casualties  Not  Covered  By  Landlord's  Insurance.   If  the
                  Premises,  or any part thereof,  are damaged or destroyed by a
                  casualty  other than a peril  covered by the  insurance  to be
                  provided  by  Landlord  under  Section  8.1,  or if any  other
                  improvements   situated  on  the   Premises   are  damaged  or
                  destroyed,  then  Tenant  shall at its sole  cost and  expense
                  proceed  with  reasonable  diligence to rebuild and repair the
                  damaged  improvements to substantially  the condition in which
                  they  existed  before  the damage or  destruction,  subject to
                  Landlord's  approval of the plans and  specifications  for the
                  rebuilding and repairing.

         8.4      Tenant's Property  Insurance.  Tenant shall maintain insurance
                  on all  alterations,  additions,  partitions and  improvements
                  erected by or on behalf of Tenant in, on or about the Premises
                  in an amount not less than 80% (or such greater  percentage as
                  necessary  to comply  with  co-insurance  requirements  of the
                  policy) of the "replacement  cost" thereof,  as defined in the
                  Replacement  Cost  Endorsement  to be  attached to the policy.
                  Written  evidence  of  the  required   insurance  coverage  or
                  certified copies of policies and receipts  evidencing  payment
                  of the premiums therefor shall be delivered to Landlord before
                  the Commencement  Date. Not less than ten (10) days before the
                  expiration  date of any such  policies,  written  evidence  of
                  insurance or  certified  copies of renewals  thereof  (bearing
                  notations evidencing the payment of renewal premiums) shall be
                  delivered  to  Landlord.  All  policies  shall be  procured by
                  Tenant  from  financially   responsible   insurance  companies
                  acceptable  secured  by as mortgage or deed of trust  covering
                  the Premises requires that the insurance proceeds  be  applied
                  to that indebtedness, then Landlord may terminate  this  Lease
                  by delivering  written notice of termination to Tenant  within
                  thirty  (30)  days  after  the  requirement  is  made  by  the
                  lienholder,  whereupon all further  rights and  obligations of
                  each party hereunder shall cease and terminate.

         8.6      Termination of Lease.  Notwithstanding  anything  contained to
                  the  contrary in this  Article  VIII,  if the  Building or the
                  Premises  is  destroyed  by a fire or  other  casualty  to the
                  extent that, in Landlord's  reasonable judgment,  the Building
                  or  the  Premises   cannot   practically  be  rebuilt  to  its
                  pre-existing  condition  within one hundred twenty (120) days,
                  or in any event  during  the last  twelve  (12)  months of the
                  Term, then Landlord may, at Landlord's sole option,  terminate
                  this  Lease   within   ninety  (90)  days  from  the  date  of
                  destruction,  by delivering  written notice thereof to Tenant,
                  in which case  neither  party  hereto  shall have any  further
                  obligations  hereunder  to the  other  except  for  Landlord's
                  obligations under Section 2.6.

         8.7      Waiver of Subrogation.  Each of Landlord and Tenant waives any
                  and every claim in its favor against the other during the Term
                  of this  Lease for any and all loss of, or damage  to,  any of
                  its property  located  within or upon, or  constituting a part
                  of, the Premises, which loss or damage is covered by valid and
                  collectible  fire and extended  coverage  insurance  policies.
                  These mutual waivers are in addition to, and not in limitation
                  or  derogation  of, any other  waiver or release  contained in
                  this Lease with respect to any loss of, or damage to, property
                  of  Tenant.  Because  the mutual  waivers  will  preclude  the
                  assignment of a claim by way of subrogation or otherwise to an
                  insurance  company (or any other  person),  each party  hereto
                  shall  immediately  give to each  insurance  company which has
                  issued to it policies of fire and extended coverage insurance,
                  written  notice of the terms of the  waiver,  and shall  cause
                  those  insurance   policies  to  be  properly   endorsed,   if
                  necessary,  to prevent the invalidation of insurance coverages
                  by reason of the waiver.


                                   ARTICLE IX

                    INDEMNITY AND PUBLIC LIABILITY INSURANCE

         9.1      Indemnity.  Landlord  is not  liable  to  Tenant  or  Tenant's
                  employees, agents, patrons or visitors, or to any other person
                  whomsoever,  for any injury to person or damage to property on
                  or about the Premises,  if caused by the action or inaction of
                  Tenant,  its agents,  servants or  employees,  or of any other
                  person  entering  upon the  Premises  under the  expressed  or
                  implied invitation of Tenant, or caused by the Building or the
                  improvements  located on the Premises  becoming out of repair,
                  or  caused  by  leakage  of gas,  oil,  water  or  steam or by
                  electricity  emanating from the Premises,  or due to any cause
                  whatsoever.  Tenant hereby indemnifies  Landlord and agrees to
                  hold it harmless from any loss,  expense or claims,  including
                  attorney's  fees,  arising  out of any such  damage or injury,
                  except  injury to persons or damage to property the sole cause
                  of which is the  gross  negligence  or  wilful  misconduct  of
                  Landlord.

         9.2      Liability   Insurance.   Tenant  shall  procure  and  maintain
                  throughout the Term at its sole cost and expense,  a policy or
                  policies of comprehensive  general  liability  insurance,  for
                  bodily injury or death or property damage,  insuring  Landlord
                  and Tenant against all claims, demands, or actions relating to
                  the Premises on an  occurrence  basis with a minimum  combined
                  single  limit with policy  limits of not less than  $1,000,000
                  per occurrence for injury to persons  (including  death),  and
                  for property damage or destruction, including loss of use. All
                  policies   shall  be  procured  by  Tenant  from   financially
                  responsible  insurance companies  acceptable to Landlord,  and
                  shall name Landlord, and any other party reasonably designated
                  by Landlord, as "additional insureds." Written evidence of the
                  required  insurance  coverage or certified  copies of policies
                  and receipts  evidencing payment of premiums therefor shall be
                  delivered to Landlord before the  Commencement  Date. Not less
                  than ten (10) days before the expiration date of any policies,
                  written  evidence  of  insurance  or  certified  copies of the
                  renewals thereof (bearing notations  evidencing the payment of
                  renewal premiums) shall be delivered to Landlord. All policies
                  shall  provide  that not less than thirty  (30) days'  written
                  notice  shall  be  given to  Landlord  before a policy  may be
                  canceled.




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                                        8

<PAGE>



         9.3      Tenant's  Failure to Maintain  Insurance.  If Tenant  fails to
                  comply  with  the  foregoing  insurance   requirements,   then
                  Landlord may (in addition to having  available to it all other
                  remedies  provided  herein  on the  occurrence  of an Event of
                  Default)  obtain  such  insurance,  and  Tenant  shall  pay to
                  Landlord on demand, as additional rent hereunder,  the premium
                  cost thereof plus  interest at the lesser of eighteen  percent
                  (18%) per annum or the highest  lawful rate,  from the date of
                  payment by Landlord until payment by Tenant.


                                    ARTICLE X

                                  CONDEMNATION

         10.1     Total or  Substantial  Condemnation.  If all or a  substantial
                  part of the  Premises is taken for any public or  quasi-public
                  use under any governmental law,  ordinance or regulation or by
                  right  of  eminent  domain,  or  is  sold  to  the  condemning
                  authority under threat of condemnation,  then this Lease shall
                  terminate  and the rent shall be abated  during the  unexpired
                  portion of the Term,  effective from the date of taking of the
                  Premises by the condemning authority.

         10.2     Partial  Condemnation.  If less than a substantial part of the
                  Premises  is taken for  public or  quasi-public  use under any
                  governmental  law,  ordinance  or  regulation,  or by right of
                  eminent domain,  or is sold to the condemning  authority under
                  threat of condemnation,  then Landlord,  at its option, may be
                  written  notice  to  Tenant  terminate  this  Lease  or  shall
                  forthwith  at its sole  expense  restore and  reconstruct  the
                  building in which the  Premises  are located and  improvements
                  made by Tenant or any assignee, subtenant or other occupant of
                  the of the Premises) to make the same reasonably  suitable for
                  the uses for which the  Premises  are  leased,  as provided in
                  Section 4.1.

         10.3     Disposition  of  Awards.  All awards  arising  from a total or
                  partial taking of the Premises,  of Tenant's leasehold estate,
                  or a taking  for  temporary  use  shall  belong  to and be the
                  property of  Landlord  without  any  participation  by Tenant.
                  Tenant hereby  assigns to Landlord any share of any such award
                  that might  otherwise  be payable  to  Tenant.  Tenant  hereby
                  waives any rights it may have with  respect to the loss of its
                  leasehold  estate pursuant to this Lease and the Premises as a
                  result of


                                   ARTICLE XI

                  ASSIGNMENT, TRANSFER AND SUBLEASING BY TENANT

         11.1     Landlord's Consent Required.

                  (a) No Assignment or Subletting. Tenant shall not assign or in
                  any  manner  transfer  this  Lease or any  estate or  interest
                  therein,  or sublet the Premises or any part thereof, or grant
                  any  license,  concession  or other right of  occupancy of any
                  portion of the Premises  without the prior written  consent of
                  Landlord.  Consent by Landlord to one or more  assignments  or
                  sublettings  shall not operate as a waiver of Landlord's right
                  to any subsequent assignments and sublettings. All assignments
                  and sublettings shall be subject to the use limitations stated
                  in Section 4.1.

                  (b)  Required  Information.  If Tenant  desires to assign this
                  Lease or to sublet all or part of the  Premises,  then  Tenant
                  shall  notify  Landlord at least sixty (60) days in advance of
                  the date on which  Tenant  desires to make the  assignment  or
                  enter into the sublease.  Tenant shall provide Landlord with a
                  copy of the proposed  assignment or sublease,  and  sufficient
                  information  concerning the proposed  assignee or subtenant to
                  allow Landlord to make informed  judgments as to the financial
                  condition, reputation,  operations and general desirability of
                  the proposed assignee or subtenant.

                  (c)      Landlord's Options.     Within thirty (30) days after
                  Landlord's  receipt of the documents and information described
                  in Section (b) above, Landlord has the following options:

                           (i)  cancel  the Lease as to all of the  Premises  if
                           Tenant  proposes  to assign the Lease or sublet  more
                           than fifty percent  (50%) of the Premises,  or cancel
                           the Lease as to the portion of the Premises  proposed
                           to be sublet if Tenant  proposes  to sublet less than
                           fifty percent (50%) of the Premises; or

                           (ii)  consent to the proposed assignment or sublease,
                           subject  to  the  other  provisions contained in this
                           Article XI; or

                           (iii) refuse to consent to the proposed assignment or
                           sublease  but allow Tenant to continue its search for
                           an assignee or subtenant  that will be  acceptable to
                           Landlord,  which  option  will be deemed to have been
                           elected by  Landlord  unless  Landlord  gives  Tenant
                           written notice to the contrary.

                  (d) Legal Fees and Other Expenses.  To reimburse  Landlord for
                  administrative  and legal expenses  associated with its review
                  and/or  preparation of legal documents  relating to a proposed
                  assignment  or  sublease,  Tenant  shall pay to  Landlord  the
                  amount of all reasonable  legal fees and expenses  incurred by
                  Landlord in  connection  with its review of Tenant's  request,
                  plus  any  legal  fees  and  disbursements   incurred  in  the
                  preparation and review of any documentation.  Tenant shall pay
                  these  amounts  within  five (5) days after its  receipt of an
                  invoice from Landlord, as additional rent.

         11.2     Transfer of Voting  Interest.  If Tenant is a  corporation  or
                  partnership  and if any time  during  the  Term of this  Lease
                  (including  extensions,  those  persons  who own a majority or
                  either the outstanding voting shares or all outstanding shares
                  of capital stock or the controlling  partnership  interests of
                  Tenant at the time of the  execution  of this Lease,  cease to
                  own a majority of those shares or partnership interest (except
                  as the  result of  transfers  by devise or descent ), then the
                  change  in   ownership  of  a  majority  of  those  shares  or
                  partnership interests is deemed an assignment of this Lease by
                  Tenant and therefore subject in all respects to the provisions
                  of  Section  11.1.  The  previous  sentence  shall not  apply,
                  however,  if at the time of the  execution  of this  Lease the
                  outstanding  voting  shares of  capital  stock or  partnership
                  interests  of  Tenant  are  listed  on a  recognized  security
                  exchange or over-the-counter market.

         11.3     No Release.      Notwithstanding any assignment or subletting,
                  Tenant and any Guarantor of Tenant's  obligations  under  this
                  Lease  shall  remain  fully  responsible  and  liable  for the
                  payment  of  the rent herein specified and for compliance with




                                                            Initial      Initial

                                        9

<PAGE>



                  all  of  Tenant's  other obligations under this Lease (even if
                  future assignments and sublettings occur after the  assignment
                  or subletting by  Tenant,  and  regardless  of  whether or not
                  Tenant's  approval  has  been  obtained   for   those   future
                  assignments and  sublettings).    Moreover,  if the rental due
                  and payable by a sublessee  (or a   combination  of the rental
                  payable   for   the   sublessee   plus  any   bonus  or  other
                  consideration  relating  thereto)  exceeds the rental  payable
                  under  this  Lease,   or  if  with  respect  to  a   permitted
                  assignment,  permitted license or other  transfer  by   Tenant
                  permitted   by   Landlord,   the  consideration   payable   to
                  Tenant by the assignee,  licensee or other transferee  exceeds
                  the rental payable under this Lease,  then Tenant shall pay to
                  Landlord the excess amounts within ten (10) days after receipt
                  thereof by Tenant. Finally, on an assignment or subletting, it
                  is understood and agreed that all rentals paid to Tenant by an
                  assignee  of  sublessee  are  received  by Tenant in trust for
                  Landlord,  to be  forwarded  immediately  to Landlord  without
                  offset or reduction of any kind. On Landlord's election, those
                  rentals shall be paid directly to Landlord as specified  under
                  this Lease (to be applied as a credit against Tenant's accrued
                  rental obligations, with any excess being the sole property of
                  Landlord).

         11.4     No Mortgage.    Tenant shall not mortgage, pledge or otherwise
                  encumber its interest in this Lease or in the Premises.
                  
         11.5     Transfer of Landlord's Interest.  On a transfer and assignment
                  by Landlord of its  interest in this Lease,  or all or part of
                  the  Building,  Landlord  shall  thereby be released  from any
                  further obligations hereunder, and Tenant shall look solely to
                  the successor in interest of Landlord for performance of those
                  obligations.   Any   security   given  by   Tenant  to  secure
                  performance   oaf  Tenant's   obligations   hereunder  may  be
                  transferred  by Landlord to the  successor  in  interest,  and
                  Landlord shall thereby be discharged of any further obligation
                  relating  thereto.  On a  transfer  of  its  interest  in  the
                  Building or  Premises,  Landlord  may become a  mortgagee  for
                  proposes of Article XIV.

         11.6     Bankruptcy.       If this Lease is assigned in connection with
                  a bankruptcy proceeding, the provisions of Article XIV apply.
                  
                   oaf Tenant's  obligations  hereunder  may be  transferred  by
                  Landlord to the  successor  in interest,  and  Landlord  shall
                  thereby  be  discharged  of any  further  obligation  relating
                  thereto.  On a transfer  of its  interest  in the  Building or
                  Premises,  Landlord  may become a  mortgagee  for  proposes of
                  Article XIV.

         11.6     Bankruptcy.     If this Lease is assigned in connection with a
                  bankruptcy proceeding, the provisions of Article XIV apply.
                  

                                   ARTICLE XII

                                  HOLDING OVER

         Without in any way affecting  Landlord's rights and remedies under this
Lease,  if Tenant holds over after the  expiration or  termination of the Lease,
then Tenant shall pay as monthly  rent during each month of the holdover  period
an amount  equal to 150% of the amount of monthly rent due for the last month of
the Term. No holding over by Tenant after the Term of this Lease, either with or
without the consent and  acquiescence  of Landlord,  shall extend the Term for a
period longer than one month unless that Term is extended in a writing  executed
by Landlord.  Any holding over without the written  consent of Landlord shall be
on a  tenacy-at-sufferance  basis. On an unauthorized holding over, Tenant shall
indemnify  Landlord  against  all claims for damages  with  respect to any other
lessee or prospective  lessee to whom Landlord has leased all or any part of the
Premises.


                                  ARTICLE XIII

                     DEFAULT BY TENANT: LANDLORD'S REMEDIES

         13.1     Events of Default.     The following events (individually,  an
                  "Event  of  Default,"  and  collectively, "Events of Default")
                  constitute defaults under this Lease:

                  (a)    Failure of Tenant to pay when due an installment of the
                  rent or any other amount payable to Landlord hereunder.

                  (b)    Failure of Tenant to comply with any term, condition or
                  covenant of this Lease.

                  (c)  Insolvency  of, or the making of a  transfer  in fraud of
                  creditors or a general assignment for the benefit of creditors
                  by Tenant or a Guarantor  of Tenant's  obligations  under this
                  Lease.

                  (d) Filing of a petition  under any  section or chapter of the
                  United  States  Bankruptcy  Code,  as  amended,  or under  any
                  similar  law or  statute  of the  United  States  or any State
                  thereof,  by Tenant or by a Guarantor of Tenant's  obligations
                  under  this  Lease,  or  entry  of an order  for  relief  in a
                  bankruptcy proceeding against Tenant or a Guarantor.

                  (e) Appointment of a receiver, trustee or liquidator of Tenant
                  or of a  Guarantor  or  for  all or  substantially  all of the
                  assets of Tenant or of a  Guarantor  of  Tenant's  obligations
                  under this Lease.

                  (f)    Abandonment by Tenant of any substantial portion of the
                  Premises or cessation of use of the Premises for  the  purpose
                  leased.

                  (g) Assignment of Tenant's interest in this Lease by operation
                  of law.

   
         13.2     Remedies of Landlord. On the occurrence of an Event of Default
                  listed in Section 13.1, Landlord may pursue any one or more of
                  the  following  remedies  after giving  Tenanat seven (7) days
                  written  notice of such event of default  except as  otherwise
                  indicated  (and,  further,  Tenant is liable  for  damages  as
                  provided in Section 13.3):

                  (a) Termination. Terminate this Lease by giving written notice
                  of  termination  to  Tenant,   in  which  event  Tenant  shall
                  immediately  surrender  the  Premises to  Landlord.  If Tenant
                  fails to so surrender the Premises, then Landlord may, without
                  prejudice  to any other  remedy it has for  possession  of the
                  Premises or arrearages in rent or other damages,  re-enter and
                  take possession of the Premises and expel or remove Tenant and
                  any other person  occupying  the Premises or any part thereof,
                  by any lawful means.
    



                                                            Initial      Initial
                                     
                                       10

<PAGE>



                  (b) Continuation of Lease: Reletting of Premises. Landlord may
                  continue  this Lease in full force and  effect,  in which case
                  Tenant is liable for all rents and other amounts payable under
                  this Lease.  Landlord  may,  nevertheless,  re-enter  and take
                  possession  of the  Premises,  by any  lawful  means,  without
                  terminating   this  Lease  and   without   being   liable  for
                  prosecution or for any claim for damages  therefor,  and relet
                  the  Premises  and apply the rent  received  to the account of
                  Tenant.  No reletting by Landlord is  considered to be for its
                  own account  unless  Landlord  has  notified  Tenant that this
                  Lease has been terminated. Landlord may relet the Premises for
                  a period or periods of time equal to,  lesser or greater  than
                  the  remainder  of  the  Term,   and  on  whatever  terms  and
                  conditions Landlord, in its sole discretion,  deems advisable.
                  Landlord's  action under this subsection (b) is not considered
                  an  acceptance  of Tenant's  surrender of the Premises  unless
                  Landlord  expressly  so  notifies  or  agrees  with  Tenant in
                  writing.

   
                  (c) Act for Tenant. Re-enter the Premises by any lawful means,
                  without  terminating  this Lease,  and  do whatever  Tenant is
                  obligated  to do under the terms of this Lease.  Tenant  shall
                  pay to Landlord,  on demand,  expenses incurred by Landlord in
                  effecting  compliance  with  Tenant's  obligations  under this
                  Lease, plus interest thereon at the lesser of 18% per annum or
                  the highest lawful rate,  from the date expended until repaid.
                  Landlord  is not liable for any  damages  resulting  to Tenant
                  from such action,  whether caused by negligence of Landlord or
                  otherwise.
    

                  (e) Recapture of Advance Benefits. In addition to the remedies
                  set forth in Section 13.2(a)-(d), inclusive, on the occurrence
                  of an Event of Default by Tenant under this Lease with respect
                  to which  Landlord  elects either to terminate  this Lease or,
                  without   terminating   this  Lease,  to  terminate   Tenant's
                  possession of the  Premises,  (i) Tenant shall pay to Landlord
                  in cash on demand an amount equal to all "Reimbursable  Costs"
                  (as  defined  below)  for which  Tenant has not yet vested (as
                  defined below), and (ii) any remaining rental abatement and/or
                  other  concessions  that have not yet accrued under this Lease
                  shall  terminate.  As used herein,  the  "Reimbursable  Costs"
                  means  the  total  of (i) the  aggregate  dollar  value of all
                  rental  abatements  that Tenant has received under this Lease;
                  (ii)  any  amount  paid  by  Landlord  for  tenant   leasehold
                  improvements in the Premises;  and (iii) the aggregate  dollar
                  amount  which has been  paid to or on  behalf of Tenant  under
                  this  Lease,  including,  without  limitation,  any  brokerage
                  commission  paid and/or payable by Landlord in connection with
                  execution of this Lease.  Because the Reimbursable  Costs were
                  incurred by Landlord in reliance on Tenant's fully  performing
                  Tenant's   obligations   under  this  Lease.   Tenant   hereby
                  acknowledges  that  Landlord  will be  damaged on a default by
                  Tenant in an amount equal to the aggregate dollar value of the
                  Reimbursable  Costs for which  Tenant has not yet  vested,  in
                  addition to (and not in lieu of) any other damages suffered by
                  Landlord.  Tenant shall vest as to  Reimbursable  Costs at the
                  rate of (A)  100%  divided  by the  number  of  months  in the
                  initial  Term for which  Tenant is obligated to pay full rent,
                  (B)  multiplied  by the number of months for which  Tenant has
                  paid full rent and is not otherwise in default  hereunder.  No
                  vesting shall occur with respect to any month for which Tenant
                  has not paid rent or in which  Tenant is  otherwise in default
                  hereunder.  For  example,  if Tenant is  obligated to pay full
                  rent for 50 months,  then Tenant  shall vest  hereunder at the
                  rate of 2% for each month for which it pays full rent.

                  (f) Lease Remedies Not Exclusive:  Lease  Supersedes  Property
                  Code.  Pursuit  of any  of the  foregoing  remedies  does  not
                  constitute  an  irrevocable  election of remedies nor preclude
                  pursuit of any other remedy  provided  elsewhere in this Lease
                  or by applicable  law, and none is exclusive of another unless
                  so  provided  in this Lease or by  applicable  law.  Likewise,
                  forbearance by landlord to enforce one or more of the remedies
                  available to it on an Event of Default  does not  constitute a
                  waiver of that default or of the right to exercise that remedy
                  later or of any rent, damages or other amounts due to Landlord
                  hereunder.  In the case of a conflict,  and to the extent that
                  Section 92 of the Texas  Property  Code applies to this Lease,
                  the terms of this Lease  supersede and control the  provisions
                  of Section 92 of the Texas Property Code.

         13.3     Tenant's Liability For Landlord's Damages.

                  (a) In  General.  In all  events,  Tenant  is  liable  for all
                  damages  of  whatever  kind or  nature,  direct  or  indirect,
                  suffered by Landlord as a result of the occurrence of an Event
                  of Default.  If Tenant  fails to promptly pay Landlord for the
                  damages suffered, Landlord may pursue a monetary recovery from
                  Tenant. Included among those damages are all expenses incurred
                  by Landlord in  repossessing  the Premises  (including,  among
                  other expenses,  increased  insurance  premiums resulting from
                  Tenant's  vacancy),  all  expenses  incurred  by  Landlord  in
                  reletting the Premises (including, among other expenses, those
                  incurred    for    repairs,     remodelling,     replacements,
                  advertisements and brokerage fees), all concessions granted to
                  a new tenant on a reletting,  all losses  incurred by Landlord
                  as a  result  of  Tenant's  default  (including,  among  other
                  losses,  any adverse  reaction by  Landlord's  mortgagee or by
                  other  tenants or  prospective  tenants of the Building) and a
                  reasonable  allowance for Landlord's  administrative  efforts,
                  salaries and overhead  attributable  directly or indirectly to
                  Tenant's  default  and  Landlord's  pursuit  of the rights and
                  remedies provided under this Lease or by applicable law.

                  (b)  Termination of Lease.  If Landlord  terminates this Lease
                  under  Section  13.2(a),  then Tenant shall pay to Landlord on
                  demand the amount of all loss and damage  suffered by Landlord
                  by reason of the  termination,  to be  determined  by one or a
                  combination of the following measures of damages:

                           (i)  Until  Landlord  is  able,  through  good  faith
                  efforts  (the  nature  of which  shall be at  Landlord's  sole
                  discretion),  to  relet  the  Premises,  Tenant  shall  pay to
                  Landlord  on or before the first day of each  calendar  month,
                  the amounts  required  to be paid by Tenant  under this Lease.
                  After the Premises  have been relet by Landlord,  Tenant shall
                  pay to Landlord on the 20th day of each  calendar  month,  the
                  difference  between  the amount  required to be paid by Tenant
                  under  this  Lease  for that  calendar  month  and the  amount
                  actually  collected by Landlord for that month.  If it becomes
                  necessary  for Landlord to bring suit to collect a deficiency,
                  Landlord may allow the  deficiency to accumulate and may bring
                  an action on several or all of the accrued deficiencies at one
                  time. No suit shall  prejudice in any way Landlord's  right to
                  bring a similar action for any deficiency or deficiencies that
                  arise later.  Any amount collected by Landlord form subsequent
                  tenants  for any  calendar  month  which  exceeds  the amounts
                  required  to be paid by  Tenant  under  this  Lease  shall  be
                  credited to reduce  Tenant's  liability for any calendar month
                  for which the amount  collected  by  Landlord is less than the
                  amount  required to be paid by Tenant,  as Tenant's sole right
                  to that excess.

                           (ii) When Landlord  desires to do so, including after
                  it has elected to proceed under  subparagraph  (i) immediately
                  above (that  election not being  exclusive  under this Lease).
                  Landlord  may  demand  a final  settlement.  On  that  demand,
                  Landlord  is entitled  to receive  from Tenant the  difference
                  between the total of all amounts required to be paid by Tenant
                  under  this  Lease  for the  remainder  of the Term  minus the
                  reasonable rental value of the Premises for that period,  with
                  such difference to be discounted to a present value based on a
                  rate  equal to the rate of  interest  allowed  by law in Texas
                  



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                                       11

<PAGE>



                  when  the parties to a contact have not agreed on a particular
                  rate  of  interest  (or,  in  the absence of such a stipulated
                  rate, at the rate of 10% per annum).

                           (iii) Landlord's election to proceed under subsection
                  (i) above shall not prejudice  its right  thereafter to cancel
                  that  election in favor of the remedy  described in subsection
                  (ii)  above,  so  long as at the  time  of that  cancellation,
                  Tenant is still in default.

                  (c) Continuation of Lease:  Reletting of Premises. If Landlord
                  elects to continue this Lease in effect, then Tenant is liable
                  for the rent and other  accounts  due  hereunder.  If Landlord
                  relets  the  Premises  for the  account  of  Tenant,  then the
                  amounts actually received by Landlord shall be credited to the
                  amounts owed by Tenant under this lease (including the amounts
                  described in Section 13.3(a)).



                                   ARTICLE XIV

                       BANKRUPTCY OR INSOLVENCY OF TENANT

         14.1     Liquidation. If Tenant becomes a debtor under Chapter 7 of the
                  federal  Bankruptcy  Code, 11 U.S.C.  ss.ss.  101 et seq. (the
                  "Bankruptcy  Code"),  and Tenant's trustee or Tenant elects to
                  assume  this  Lease  for  the  purpose  of  assigning  it,  or
                  otherwise,  then that election and assignment may be made only
                  if the provisions of Sections 14.2 and 14.4 are satisfied.  If
                  Tenant or Tenant's trustee fails to elect to assume this Lease
                  within 60 days after an order for  relief is  entered  against
                  Tenant,  or such  additional  time as is provided by the court
                  within that 60-day period,  then this Lease shall be deemed to
                  have been rejected. Immediately after that rejection, Landlord
                  may  repossess  the Premises  without  further  obligation  to
                  Tenant or Tenant's trustee and this Lease shall terminate, but
                  Landlord's  right to be  compensated  for damages  (including,
                  without limitation, liquidated damaged provided for under this
                  Lease) in any such proceeding shall survive.

         14.2     Reorganization. If a petition for reorganization or adjustment
                  of  debts is  filed  concerning Tenant under Chapter 11 of the
                  Bankruptcy Code,  or  a proceeding is filed under Chapter 7 of
                  the  Bankruptcy  Code  and  is converted to a Chapter 11 case,
                  then Tenant's trustee or Tenant, as debtor-in-possession, must
                  elect to assume this Lease within 120 days  after an order for
                  relief is entered against Tenant,  or  Tenant's trustee or the
                  debtor-in-possession  shall  be  deemed  to have rejected this
                  Lease. If Tenant, Tenant's trustee or the debtor-in-possession
                  fails to perform all of Tenant's obligations  under this Lease
                  within the time periods (excluding grace periods) required for
                  that performance,  then no election by Tenant's trustee or the
                  debtor-in-possession  to  assume  this  Lease,  whether  under
                  Chapter 7 or Chapter 11,  is  effective  unless  each  of  the
                  following conditions has been satisfied.

                  (a)    Defaults    Cured.     Tenant's    trustee    or    the
                  debtor-in-possession  cures all defaults  under the Lease,  or
                  provides  Landlord with  Assurance (as defined  below) that it
                  will cure,  (i) all defaults  that can be cured by the payment
                  of money within 10 days from the date of such  assumption  and
                  (ii) all other  defaults under this Lease that can be cured by
                  the  performance of the act needed to effect the cure promptly
                  after the date of assumption.

                  (b)  Compensation   for  Damages.   Tenant's  trustee  or  the
                  debtor-in-possession  and, if this Lease has been  guaranteed,
                  Guarantor  compensates,  or provides  Landlord with  Assurance
                  that within 10 days from the date of such  assumption  it will
                  compensate, Landlord for any actual pecuniary loss incurred by
                  Landlord arising from the default of Tenant, Tenant's trustee,
                  or the  debtor-in-possession  as indicated in any statement of
                  actual  pecuniary loss sent by Landlord to Tenant's trustee or
                  the debtor-in-possession.

                  (c) Assurance of Future  Performance.  Tenant's trustee or the
                  debtor-in-possession  provides  Landlord with Assurance of the
                  future  performance  of the  obligations  of Tenant  under the
                  Lease, Lessee's trustee or the debtor-in-  possession,  and if
                  that  Assurance  has been  provided,  Tenant's  trustee or the
                  debtor-in-possession  shall also (i) deposit with Landlord, as
                  security for the timely  payment of rent under this Lease,  an
                  amount equal to three (3) months' Base Rental, and (ii) pay in
                  advance to  Landlord  on the date that Base  Rental is due and
                  payable, one-twelfth (1/12) of Tenant's annual obligations for
                  any other purpose (e.g., taxes and insurance) pursuant to this
                  Lease.  The  obligations  imposed on  Tenant's  trustee or the
                  debtor-in-possession  shall continue with respect to Tenant or
                  any assignee of this Lease after the  completion of bankruptcy
                  proceedings.

                  (d) No Breach of Other  Obligations.  The assumption  will not
                  breach or cause a default  under  any  provision  of any other
                  lease,  mortgage,  financing  agreement or other  agreement by
                  which Landlord is bound relating to the Premises or any larger
                  development of which the Premises are a part.

                  For  purposes  of  this  Article  XIV,   Landlord  and  Tenant
                  acknowledge that  "Assurance"  means no less than (i) Tenant's
                  trustee or the  debtor-in-possession  has and will continue to
                  have sufficient  unencumbered  assets after the payment of all
                  secured  obligations  and  administrative  expenses  to assure
                  Landlord  that  sufficient  funds will be available to fulfill
                  the  obligations of Tenant under this Lease and there has been
                  deposited with Landlord,  or the Bankruptcy  Court has entered
                  an order  segregating,  sufficient  cash  payable to Landlord,
                  and/or Tenant's trustee or the debtor-in-possession shall have
                  been  granted a valid and  perfected  first lien and  security
                  interest  and/or  mortgage  in  property  of Tenant,  Tenant's
                  trustee or the debtor-in-  possession,  acceptable as to value
                  and kind to Landlord,  to secure to Landlord the obligation of
                  Tenant,  Tenant's trustee or the  debtor-in-possession to cure
                  the defaults under this Lease,  monetary and/or  non-monetary,
                  within the time  periods set forth  above,  and (if this Lease
                  has been  guaranteed)  (ii)  Guarantor  has cured all defaults
                  under this Lease that can be cured by the payment of money and
                  has  undertaken to promptly cure all other defaults under this
                  Lease that can be cured by the  performance of any act and, if
                  this Lease has been  guaranteed,  Landlord has received a duly
                  authorized and binding undertaking of Guarantor that Guarantor
                  remains  obligated under its Guaranty to the same extent as if
                  the   circumstances   giving  rise  to  the  requirement  that
                  Assurance  be  provided  had  not  occurred,  together  with a
                  statement  of   Guarantor's   certified   public   accountants
                  certifying that the net worth of Guarantor,  on a consolidated
                  basis but  exclusive of any net worth of Lessee,  is in excess
                  of $250,000.00.  For an individual  Guarantor,  there shall be
                  excluded from the  Guarantor's  net worth for purposes  hereof
                  any  equity  in the  Guarantor's  principal  residence.  For a
                  non-individual  Guarantor,  there shall be excluded  from that
                  Guarantor's  net worth for  purposes  hereof  its basis in its
                  fixed assets, including land and buildings.




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<PAGE>



         14.3     Subsequent  Liquidation or Petition.  If this Lease is assumed
                  in  accordance  with  Section  14.2 and  thereafter  Tenant is
                  liquidated   or  files  a  petition  for   reorganization   or
                  adjustment of debts under Chapter 11 of the  Bankruptcy  Code,
                  Landlord  may,  at its  option,  terminate  this Lease and all
                  rights of Tenant  hereunder,  by giving  Tenant  notice of its
                  election so to terminate  within 30 days after  occurrence  of
                  either of such events.




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                                       13

<PAGE>



         14.4     Assignment.

                  (a)  Adequate  Assurance  of Future  Performance.  If Tenant's
                  trustee  or  the   debtor-in-possession   assumes  this  Lease
                  pursuant to the terms and  provisions of Sections 14.1 or 14.2
                  for the purpose of assigning (or  otherwise  elects to assign)
                  this  Lease to an  assignee  other than  Guarantor,  then this
                  Lease  may  be so  assigned  only  if  the  proposed  assignee
                  provides  adequate  assurance of future  performance of all of
                  the  terms,  covenants  and  conditions  of this  Lease  to be
                  performed  by  Tenant  including,   without  limitation,   the
                  obligation  to pay  Base  Rental.  As used  herein,  "adequate
                  assurance of future  performance" means that no less than each
                  of the following conditions has been satisfied:

                           (i) The proposed assignee has furnished Landlord with
                  either  (A)  a  current  financial   statement  audited  by  a
                  certified public accountant indicating a net worth and working
                  capital in amounts that  Landlord  reasonably  determines  are
                  sufficient to assure the future performance by the assignee of
                  Tenant's  obligations  under this Lease or (B) a guaranty,  or
                  guaranties,  in form and  substance  satisfactory  to Landlord
                  from one or more persons with a net worth and working  capital
                  in amounts that Landlord reasonably  determines are sufficient
                  to assure the future performance of Tenant's obligations under
                  this Lease.

                           (ii) The  proposed  assignment  will not  release  or
                  impair any guaranty of the  obligations  of Tenant  (including
                  Guarantor and the proposed assignee) under this Lease.

                           (iii) The proposed assignee and its guarantors have a
                  demonstrated  financial  condition and  operating  performance
                  similar or  superior  to that of Tenant and any  Guarantor  of
                  Tenant's  obligations under this Lease at the date that Tenant
                  became a tenant hereunder.

                  (b) Any and all  monies  or other  considerations  payable  or
                  otherwise to be delivered in  connection  with the  assignment
                  referred  to in  subparagraph  (i) next above shall be paid or
                  delivered  to  Landlord,  shall be and  remain  the  exclusive
                  property  of  Landlord  and shall not  constitute  property of
                  Tenant or of the estate of Tenant  within  the  meaning of the
                  Bankruptcy  Code.  Any and all monies or other  considerations
                  constituting  Landlord's property under the preceding sentence
                  not paid or delivered  to Landlord  shall be held in trust for
                  the benefit of Landlord and be promptly paid to or turned over
                  to Landlord.

                  (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  arising under this Lease on and after the date of
                  such assignment. Any such assignee shall on demand execute and
                  deliver to Landlord an instrument confirming the assumption.

         14.5     Reasonable Charges.     When, pursuant to the Bankruptcy Code,
                  Tenant's trustee or the debtor-in-possession is  obligated  to
                  pay reasonable  use  and  occupancy charges for the use of the
                  Premises,  the  charges shall not be less than the Base Rental
                  and all other amounts payable to Tenant under this Lease.

         14.6     Consent.  Neither  the  whole  nor  any  portion  of  Tenant's
                  interest  in this  Lease or its estate in the  Premises  shall
                  pass to any  trustee,  receiver,  assignee  for the benefit of
                  credits,  or any  other  person or  entity,  or  otherwise  by
                  operation   of  law  under  the  laws  of  any  state   having
                  jurisdiction  of the  person  or  property  of  Tenant  unless
                  Landlord  has  consented  to  the  transfer  in  writing.   No
                  acceptance  by Landlord  of Base Rental or any other  payments
                  from a trustee,  receiver,  assignee,  person or other  entity
                  shall be deemed to  constitute  such consent by Landlord,  nor
                  shall it be deemed a waiver of  Landlord's  right to terminate
                  this Lease for transfer of Tenant's  interest under this Lease
                  without such consent.

         14.7     Intent.  Landlord and Tenant  acknowledge,  for themselves and
                  for each of their successors and assigns, their intent to have
                  the applicable provisions of ss 365 of the Bankruptcy Code, or
                  any successor provision, apply to this Lease.


                                   ARTICLE XV

                                  LIEN FOR RENT

         IN  CONSIDERATION  OF THE MUTUAL  BENEFITS  ARISING  UNDER THIS  LEASE,
TENANT HEREBY GRANTS TO LANDLORD A LIEN AND SECURITY INTEREST IN ALL PROPERTY OF
TENANT  (INCLUDING,  BUT NOT LIMITED  TO, ALL  FIXTURES,  MACHINERY,  EQUIPMENT,
FURNISHINGS,  AND OTHER ARTICLES OF PERSONAL PROPERTY NOW OR HEREAFTER PLACED IN
OR ON THE PREMISES BY TENANT, TOGETHER WITH THE PROCEEDS FROM THE DISPOSITION OF
THE THOSE  ITEMS) [THE  "COLLATERAL"],  NOW OR  HEREAFTER  PLACED IN OR UPON THE
PREMISES,  AS SECURITY  FOR PAYMENT OF ALL RENT AND OTHER SUMS AGREED TO BE PAID
BY TENANT  HEREIN.  THE  PROVISIONS  OF THIS  ARTICLE XV  CONSTITUTE  A SECURITY
AGREEMENT  UNDER THE TEXAS  UNIFORM  COMMERCIAL  CODE,  AND LANDLORD HAS AND MAY
ENFORCE A SECURITY  INTEREST  IN THE  COLLATERAL.  THE  COLLATERAL  SHALL NOT BE
REMOVED  WITHOUT THE CONSENT OF LANDLORD  UNTIL ALL ARREARAGES IN RENT AND OTHER
SUMS OF MONEY THEN DUE TO LANDLORD  HEREUNDER HAVE BEEN PAID AND DISCHARGED.  ON
OR BEFORE THE COMMENCEMENT  DATE, TENANT SHALL EXECUTE,  AS DEBTOR,  TWO OR MORE
FINANCING  STATEMENTS,  IN THE FORMS OF EXHIBIT"F"  ATTACHED HERETO,  TO PERFECT
THIS SECURITY INTEREST PURSUANT TO THE TEXAS UNIFORM  COMMERCIAL CODE.  LANDLORD
MAY AT ITS  ELECTION  AT ANY  TIME  FILE A COPY OF  THIS  LEASE  AS A  FINANCING
STATEMENT.  LANDLORD,  AS  SECURED  PARTY,  HAS ALL OF THE  RIGHTS AND  REMEDIES
AFFORDED A SECURED PARTY UNDER THE TEXAS UNIFORM  COMMERCIAL CODE IN ADDITION TO
AND  CUMULATIVE  OF THE  LANDLORD'S  LIENS AND RIGHTS  PROVIDED BY LAW OR BY THE
OTHER TERMS AND PROVISIONS OF THIS LEASE.






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<PAGE>



                                   ARTICLE XVI

                          SUBORDINATION AND ATTORNMENT

         Landlord may transfer,  assign, mortgage and convey in whole or in part
the Building or the Land,  and any and all of its rights  under this Lease,  and
noting herein shall be construed as a restriction on Landlord's  right to do so.
Tenant hereby  subordinates this Lease and all rights of Tenant hereunder to the
lien of any  mortgage  or deed of trust  now or  hereafter  placed  against  the
Premises,  and all renewals  substitutions and extensions thereof,  and all such
liens  are  superior  to and  prior  to this  Lease.  If a  mortgagee  or  other
lienholder  acquires the Premises as a purchaser at a foreclosure sale (any such
mortgagee or other  lienholder  or purchaser  at a  foreclosure  sale being each
hereinafter  referred to as the "Purchaser at  Foreclosure"),  then Tenant shall
(at the sole and absolute  election of the Purchaser at Foreclosure)  thereafter
remain  bound to the same  effect as if a new and  identical  Lease  between the
Purchaser at Foreclosure,  as Landlord,  and Tenant, as Tenant, had been entered
into  for the  remainder  of the Term of the  Leaser  in  effect  at the time of
foreclosure.  Tenant shall,  on request,  execute any  certificate or instrument
necessary  desirable  further to effect the  subordination  of this Lease to the
mortgage  or deed of trust  liens,  or to  confirm a  lienholder's  election  to
continue the Lease in effect after foreclosure,  as above provided. Tenant shall
attorn  and pay rent to the  Purchaser  at  Foreclosure  as if that party were a
signatory to this Agreement.  Tenant hereby constitutes and appoints Landlord as
Tenant's  attorney-in-fact to execute any such certificate or instrument time to
subordinate its lien to this Lease and to Tenant's rights  hereunder such that a
foreclosure  of that lien will result in the purchase of the  affected  property
subject to the rights of Tenant hereunder, and Tenant has no right or ability to
unilaterally  prevent that result. On an act or omission by Landlord which might
allow  Tenant to terminate  this Lease or to claim a partial or total  eviction,
Tenant shall not exercise any such right until (i) it has given  written  notice
to the holder of any mortgage,  deed of trust or other lien on the Premises,  of
the act or  omission,  and (ii) a  reasonable  period for  remedying  the act or
omission has elapsed following the giving of notice.


                                  ARTICLE XVII

                             TENANT ESTOPPEL LETTER

         On the request of Landlord  made from  time-to-time  with at least five
(5) business days' notice, Tenant shall execute and deliver to Landlord, or to a
mortgagee  or  prospective  purchaser  as directed by  Landlord,  a statement in
writing certifying that, among other things, (i) all of the construction work in
or relating to the Premises has been satisfactorily  completed,  (ii) Tenant has
accepted  the work in or relating  to, and is in  possession  of, the  Premises,
(iii) the Lease is in full force and effect and has not been  amended,  modified
or superseded, (iv) there is no existing default on Landlord's or Tenant's part,
(v) rent has  begun to  accrue  but has not been  paid  more  than one  month in
advance, (vi) Tenant has no knowledge of any pledge or assignment by Landlord of
the Lease or rentals due  thereunder,  except for the  assignment  to Landlord's
lenders.  If any of the foregoing  matters is not true at the time that Landlord
requests  the  written  statement,  then  Tenant  shall  specify  in detail  any
differences.


                                  ARTICLE XVIII

                                 QUIET ENJOYMENT

         Landlord has neither made nor  authorized  any other person  (including
Broker  or  any  other  brokers)  to  make  any  representations,  covenants  or
warranties  with respect to the Premises  except as expressly  set forth in this
Lease. Landlord warrants that it has full right and power to execute and perform
this Lease and to grant the estate demised herein and that Tenant, on payment of
the rent and performance of the covenants herein contained,  shall peaceably and
quietly  have,  hold and enjoy the  Premises  during the full Term of the Lease,
subject to the rights of lienholders  under Article XVI and if,  Landlord is the
lessee under a ground lease, to the rights of a lessor under a ground lease.


                                   ARTICLE XIX

                                NO IMPLIED WAIVER

         Landlord's  failure to insist at any time on the strict  performance of
any covenant or agreement,  or its failure to exercise any option,  right, power
or remedy  contained  in this  Lease,  shall not be  construed  as a waiver or a
relinquishment  thereof  for  the  future.  The  waiver  of or  redress  for any
violation of any term, covenant, agreement, or condition contained in this Lease
shall  not  prevent  a  subsequent  act  being a  violation.  Landlord  shall be
considered  to have  waived  a  provision  of this  Lease  only if  specifically
expressed in a writing signed by Landlord.  No expressed waiver shall affect any
matter  other than the one  specified in the waiver and only for the time and in
the manner specifically stated. Landlord's receipt of rent with knowledge of the
breach of a covenant or agreement  contained in this Lease shall not be deemed a
waiver of the breach. No payment by Tenant or acceptance by Landlord of a lesser
amount  than the  monthly  installment  of rent due under  this  Lease  shall be
considered  other than on account of the earliest rent due hereunder,  nor shall
any endorsement or statement on any check or any letter  accompanying  any check
or payment as rent be deemed an accord and  satisfaction.  Landlord may accept a
check or payment without prejudice to Landlord's right to recover the balance of
the rent due or to pursue any other remedy provided in this Lease.


                                   ARTICLE XX

                                     NOTICES

         Each  provision  of this  Lease or any  applicable  governmental  laws,
ordinances,  regulations,  and other requirements with reference to the sending,
mailing or  delivery  of any  notice,  communication,  request,  reply or advice
(hereinafter  severally and collectively called "notice"),  or with reference to
the making of any payment by Tenant to Landlord,  shall have been  complied with
when and if the following steps are taken:

         20.1     Payments Due Landlord. All rent and other payments required to
                  be made by Tenant to  Landlord  hereunder  shall be payable to
                  Landlord in the County in which the  Building  is located,  at
                  the address set out in Section  1.1, or at such other  address
                  as Landlord  specified  from time to time.  All such  payments
                  shall,  for the  purposes of this Lease,  notwithstanding  the
                  provisions  of Section 20.2 be deemed paid only when  actually
                  received by Landlord.  Except as may be provided  otherwise in
                  this  Lease,  all  amounts  payable  under this Lease shall be
                  payable in coin or currency  of the United  States of American
                  which at the time of  payment  is legal  tender for public and
                  private debts.




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                                       15

<PAGE>



         20.2     Notices.  Any  notice or  document  required  to be  delivered
                  hereunder,  or any notice  given by either party hereto to the
                  other  party,  shall be deemed  to be  delivered  if  actually
                  received or, whether or not received, on deposit in the United
                  States mail,  postage  prepaid,  certified or registered  mail
                  (with or without return receipt  requested),  addressed to the
                  appropriate party at its respective address set out in Section
                  1.1 or at such other  address  as that  party has  theretofore
                  specified in accordance with Section 20.3. Notice given in any
                  other  manner is  effective  only if and when  received by the
                  party to be notified.  If a party intentionally avoids receipt
                  of notice,  then notice is deemed  received given by any means
                  by which services of process can be effected under  applicable
                  law.

         20.3     Change in Addresses.  The parties hereto and their  respective
                  heirs, successors, legal representatives, and assigns may from
                  time to time change  their  respective  addresses by giving at
                  lease  fifteen (15) days'  written  notice to the other party,
                  delivered in compliance with this Article XX.


                                   ARTICLE XXI

                              SUBSTITUTION OF SPACE

   
         21.1
    





                                  ARTICLE XXII

                                  MISCELLANEOUS

         22.1     Attorney's  Fees.  If, as a result of any breach or default by
                  Tenant  of  its  respective   obligations  under  this  Lease,
                  Landlord  employs an  attorney to enforce or defend any of its
                  right or remedies  hereunder,  and if Landlord prevails,  than
                  Tenant shall pay to Landlord the  reasonable  attorney's  fees
                  incurred by Landlord.

         22.2     Broker's Commission. Tenant and Landlord hereby indemnify each
                  other,  and shall hold each other  harmless  from and against,
                  all  liabilities  arising  from any claim for a  "broker's  or
                  leasing  agent's"  commission,  other than with respect to the
                  commissions   which  the  indemnified  party  has  agreed,  in
                  writing,  to  pay,  including  any  agreed  to be  paid to the
                  Broker(s) named in Section 1.1(q).

         22.3     Force Majeure. If the performance by Landlord of any provision
                  of this  Lease  is  delayed  or  prevented  by any act of God,
                  strike, lockout, shortage of material or labor, restriction by
                  any governmental authority, civil riot, flood, and other cause
                  not  within  the  control  of  Landlord,  then the  period for
                  Landlord's performance of the provision shall be automatically
                  extended  for the same  amount  of time  that  Landlord  is so
                  delayed or hindered.

         22.4     Use of Language.  Words  of  any  gender  used  in  this Lease
                  include any other gender,  and  words  in the singular include
                  the plural, unless the context otherwise requires.

         22.5     Captions.       The captions or headings of paragraphs in this
                  Lease  are  inserted  for  convenience  only, and shall not be
                  considered in construing the provisions hereof if any question
                  of intent arises.

         22.6     Successors.  The terms,  conditions and covenants contained in
                  this Lease  inure to the  benefit  of, and are binding on, the
                  parties  hereto and their  respective  successors in interest,
                  assigns and legal representatives,  except as otherwise herein
                  expressly provided. All rights, powers,  privileges,immunities
                  and duties of  Landlord  under this Lease,  including  without
                  limitation,  notices  required or permitted to be delivered by
                  Landlord to tenant  hereunder,  may, at Landlord's  option, be
                  exercised or performed by Landlord's agent attorney.

         22.7     Sublease.  If this Lease is in fact a  sublease,  then  Tenant
                  accepts this Lease subject to all of the terms and  conditions
                  of the  lease  under  which  Landlord  holds the  Premises  as
                  lessee.  Tenant shall do no act or thing that would constitute
                  a violation by Landlord of its obligation under such lease.




                                                            Initial      Initial

                                       16

<PAGE>



         22.8     Severability.  If any  provision of this Lease is finally held
                  by  a  court  of  competent  jurisdiction  to  be  invalid  or
                  unenforceable,  then the  invalid or  unenforceable  provision
                  shall be deemed  severed  from this Lease and the validity and
                  enforceability of the remaining provisions of this Lease shall
                  be unaffected.

         22.9     Charges For Services. Any amount payable by Tenant to Landlord
                  hereunder is considered to be rent due and shall  be  included
                  in any lien for rent.  The non-payment of any such amounts due
                  is  an  Event  of  Default hereunder giving rise to Landlord's
                  exercise of any remedies available hereunder or at law.

         22.10    Personal  Liability.  Landlord's  liability  to Tenant for any
                  default by Landlord  under this Lease is limited to Landlord's
                  interest in the  Building and the Land,  and Tenant  agrees to
                  look solely to Landlord's interest therein for the recovery of
                  any judgment against Landlord,  it being intended that neither
                  Landlord  nor  any  of  its  partners,  shareholders,  agents,
                  affiliates,  officers or directors shall be personally  liable
                  for any judgment or deficiency.

         22.11    Damage  From  Certain  Causes.   Landlord  is  not  liable  or
                  responsible  to Tenant for any loss or damage to any  property
                  or person occasioned by theft, fire, act of God, public enemy,
                  injunction,  riot,  strike,  insurrection,  war,  court order,
                  requisition,  or order of governmental  body or authority,  or
                  for any damage or inconvenience  that may arise through repair
                  or  alteration  of any part of the Land,  the  Building or the
                  Premises, or a failure to make any such repairs.

         22.12    Notice  And  Cure to  Landlord  and  Mortgagee.  On any act or
                  omission by Landlord  which might give, or which Tenant claims
                  or intends to claim  gives.  Tenant the right to damages  from
                  Landlord or the right to  terminate  this Lease by reason of a
                  constructive  or  actual  eviction  from  all or  part  of the
                  Premises,  or  otherwise,  Tenant shall not sue for damages or
                  attempt to terminate  until it has given written notice of the
                  act or  omission  to  Landlord  and to  the  holder(s)  of the
                  indebtedness or other  obligations  secured by any mortgage or
                  deed of trust affecting the Premises,  and a reasonable period
                  of  time  for  remedying  the  act  or  omission  has  elapsed
                  following the giving of the notice, during which time Landlord
                  and the  lienholder(s),  or  either of them,  their  agents or
                  employees, may enter upon the Premises and do therein whatever
                  is necessary to remedy the act or omission.  During the period
                  after the giving of notice and during the remedying of the act
                  or  omission,  the Base Rental  payable by Tenant shall not be
                  abated and apportioned  except to the extent that the Premises
                  are untenantable.

         22.13    Governing Law.  This  Lease  and the rights and obligations of
                  the  parties  hereto  shall  be  interpreted,  construed,  and
                  enforced  in  accordance  with  the local laws of the State of
                  Texas.

         22.14    No Reduction  of Rental.  Except as  otherwise  expressly  and
                  unequivocally provided in this Agreement, Tenant shall not for
                  any reason  withhold or reduce the  amounts  payable by Tenant
                  under this Lease, it being  understood that the obligations of
                  Landlord hereunder are independent of Tenant's obligations. In
                  this regard,  if Landlord  commences any  proceedings  against
                  Tenant  for  nonpayment  of  rentals  or any other sum due and
                  payable by Tenant under this Lease, Tenant shall not interpose
                  a  counterclaim  or  other  claim  against  Landlord  of claim
                  against Landlord in such proceedings,  then in addition to any
                  other  lawful  remedy of  Landlord,  on motion of Landlord the
                  counterclaim  or  other  claim  asserted  by  Tenant  shall be
                  severed out of the  proceedings  instituted  by  Landlord  and
                  those proceedings may proceed to final judgment separately and
                  apart from and without  consolidation with or reference to the
                  status of the  counter  claim or any other  claim  asserted by
                  Tenant. Furthermore, if Landlord is required by a governmental
                  authority to reduce energy consumption, to impose a parking or
                  similar  charge with respect to the Building,  to restrict the
                  hours of  operation  of,  limit  access to or reduced  parking
                  spaces  available  at the  Building,  or take  other  limiting
                  actions,  then Tenant is not entitled to rent  abatement or to
                  terminate this Lease.

         22.15    No Partnership. Notwithstanding the fact that a portion of the
                  rent reserved under this Lease may be a percentage of Tenant's
                  Gross  Sales,  and   notwithstanding   anything  else  to  the
                  contrary,  Landlord is not and under no circumstances shall it
                  be  considered to be a partner of Tenant or engaged in a joint
                  venture with Tenant.

         22.16    No Oral Changes.   This Lease may not be changed or terminated
                  orally, but only in writing executed by both parties hereto.
                  
         22.17    ENTIRETY:  NO REPRESENTATIONS AND WARRANTIES.      THIS LEASE,
                  INCLUDING  ONLY  THE   ATTACHMENTS HERETO SPECIFIED IN SECTION
                  22.18, EMBODIES THE ENTIRE AGREEMENT BETWEEN  THE  PARTIES AND
                  SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,  INCLUDING
                  ANY LETTERS OF  INTENT, IF ANY, RELATING TO THE SUBJECT MATTER
                  HEREOF. LANDLORD HAS NOT MADE, AND TENANT MAY NOT RELY ON, ANY
                  REPRESENTATIONS  OR  WARRANTIES  WITH  REGARD TO THE BUILDING,
                  PREMISES OR OTHERWISE,  EXPRESSED OR IMPLIED, EXCEPT AS STATED
                  IN THIS LEASE.  IN PARTICULAR, LANDLORD HAS NOT AUTHORIZED ANY
                  AGENT   OR   BROKER  TO  MAKE  A  REPRESENTATION  OR  WARRANTY
                  INCONSISTENT WITH THE TERMS OF  THIS  LEASE AND TENANT MAY NOT
                  RELY ON ANY SUCH INCONSISTENT REPRESENTATION OR WARRANTY.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

         22.18    Attachments. If the box next to any of the following documents
                  is marked,  then the  document is attached to this Lease,  and
                  it, as well as all drawings and  documents  prepared  pursuant
                  thereto, are a part of this Lease:

Exhibit "A"       -        Floor Plan
Exhibit "B"       -        Legal Description
Exhibit "C"       -        Operating Cost Computation
Exhibit "D"       -        Rules
Exhibit "E"       -        Guaranty of Lease Agreement         PURPOSELY OMITTED
   
Exhibit "F"       -        Financing Statements                PURPOSELY OMITTED
    
Exhibit "G"       -        Janitorial Services         USED FOR GENERAL STANDARD
Exhibit "H"       -        Special Provisions



                                                            Initial      Initial

                                       17

<PAGE>



Rider 101         -        Work Letter
Rider 201         -        Parking Agreement
Rider 301         -        Option to Extend

THIS LEASE is executed and effective this  15th  day of  April,  1997.
                                         

                                                     

                                 LANDLORD:  MISSION LIFE INSURANCE COMPANY

                                 a Texas Corporation


                                 By:         /s/ Donald C. Earthman

                                 Name:     Donald C. Earthman

                                 Title:      Executive Vice President & C.E.O.


                                 TENANT: WORLDPORT COMMUNICATIONS, INC.

                                 an             Corporation

                                 By:            /s/ John W. Dalton

                                 Name:       John W. Dalton

                                 Title:          President & CEO








                                                            Initial      Initial

                                       18

<PAGE>



                                    RIDER 101

                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT


                                   Work Letter


Landlord shall have the carpet cleaned and the paint touched up as needed in the
Leased  Premises  described  herein,  not to exceed  fifty cents ($ .50) per net
rentable square foot of lease area.


                                  RIDER 101A-1
                                                            Initial      Initial

<PAGE>



                                   RIDER 201A
                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT
                               PARKING AGREEMENT


1.       (a)      Parking Spaces - Tenant's Obligation.    Landlord shall permit
         Tenant to use, and Tenant shall pay Landlord for,  at all times  during
         the term of this Lease,  parking spaces associated with the Building in
         the following quantities and for the Basic  Parking  Charge  (herein so
         called ) set forth below for each parking space:

                        Reserved
                    Number of Spaces                            Basic Parking
                                                               Charge per Space

                     ONE                 (      1        ) $  -0-  per month
         --------------------------------  ---------------   ----------------
         and
                     THREE               (       3        ) $  25.00  per month
         --------------------------------  ----------------  -------------------

   
         (b)  Parking  Spaces - Tenant's  Option.  In  addition  to the  parking
         spaces, if any, that Tenant is obligated to pay for under paragraph (a)
         above,  Landlord shall permit Tenant to use, at its option,  additional
         spaces such that the total  number of spaces  available  to Tenant from
         time to time  equals one space for each 429 square  feet of Area of the
         Premises.  Tenant shall pay the Basic  Parking  Charge for each parking
         space used by it pursuant to this paragraph (b).
    

2.       Basic Parking Charge.   Tenant shall pay to Landlord during the term of
         this Lease, as additional rental hereunder,  the  Basic  Parking Charge
         specified above for each of the parking spaces (i)  required to be paid
         for pursuant to paragraph 1(a) above, and (ii) actually  used by Tenant
         pursuant to paragraph 1(b), such amount to be  payable  monthly advance
         on the first day of each and every calendar  month  during  the term of
         this Lease.  The  applicable  Basic  Parking  Charge  may  be  adjusted
         periodically (but no more often  than  every  six (6) months throughout
         the Term of this Lease beginning on the  first  day  of  January of the
         first Lease Year after the date  on  which this Lease commences (and on
         the first day of each July and January thereafter)  to  equal  the then
         prevailing market rate for  parking  spaces.  In  no  event  shall  any
         adjustment in the prevailing market rate  decrease  the  Basic  Parking
         Charge below that in effect  in  the  immediately preceding Lease Year.
         A pro rata portion of the Basic Parking Charge shall be payable for the
         first partial calendar  month  if the Term of this Lease commences on a
         date other than the first day of a calendar month. Default by Tenant in
         the payment of any Basic  Parking Charge is a default in the payment of
         rent, giving to Landlord all rights and  remedies  available  to  it in
         such event.

3.       Other Parking Provisions.

         (a)      Landlord may, at  its  option,  provide  a reasonable means of
         controlling access to the Parking Areas.

         (b)  Landlord  may  relocate  any parking  areas or spaces from time to
         time,  and may also use  portions  of the Parking  Area  outside of the
         designated  areas  for free,  visitor,  or other  parking  needs of the
         Landlord.

         (c)  Landlord  may made,  modify  and  enforce  rules  and  regulations
         relating to the parking of  automobiles in the Parking Area, and Tenant
         shall observe those rules and regulations. Landlord also may change the
         size of the Parking Area.

         (d) Tenant is responsible for ensuring that its employees and agents do
         not park their  automobiles in visitor parking areas or spaces, if any,
         established  by  Landlord,  or in  parking  spaces  or  areas,  if any,
         reserved or  designated by Landlord for the use of other tenants of the
         Building, or for other purposes (such as for retail tenants) so long as
         such  designation  does not result in there being fewer than the number
         of spaces  in the  Parking  Area  specified  in  paragraph  1(b)  above
         available for Tenant's use.  Tenant shall furnish to Landlord the state
         automobile  license  numbers of automobiles of Tenant and its employees
         who will occupy Tenant's parking spaces from time to time,  within five
         (5)  days  from  Tenant's  receipt  of  written  notice  from  Landlord
         requesting the information.

         (e)  Landlord  is not liable or  responsible  for any loss of or to any
         automobile or vehicle or equipment or other property therein, or damage
         to property or injury to person, unless the loss, damages, or injury is
         proximately   caused  by  the  gross  negligence  of  Landlord  or  its
         employees.

         (f) Landlord may, in its sole discretion  form time to time,  designate
         parking  spaces in any parking  areas for  exclusive  use of  specified
         tenants of the  Building.  The  location and the number of those spaces
         shall be  determined by Landlord in its sole  discretion,  and Landlord
         may from time to time change the location and number of those spaces.

         (g) This Parking  Agreement is not deemed to create a bailment  between
         the  parties,  it being  agreed and  understood  that the  relationship
         created  between  Landlord and Tenant with regard to the parking spaces
         and Parking Area is that of licensor and licensee, respectively.

         (h) If fifty  percent  (50%) or more of the Parking  Area is damaged by
         fire or other  casualty,  or if the  insurance  proceeds  payable  as a
         result of the  casualty to the Parking  Area are applied by  Landlord's
         mortgagee to  Landlord's  mortgage  debt  against the  Building  and/or
         Parking Area, or if there is a material,  uninsured loss to the Parking
         Area,  then  Landlord  may,  at  its  option,  terminate  this  Parking
         Agreement  by  notifying  Tenant in writing of the  termination  within
         thirty (30) days of the date of the casualty. If this Parking Agreement
         is not so  terminated  by  Landlord,  then  Landlord  shall  either (i)
         proceed to restore the Parking Area and provide Tenant with alternative
         parking during the  restoration,  or (ii) not restore the Parking Area,
         but provide Tenant with alternate  parking  throughout the remainder of
         the Term of this Parking Agreement.

                                  RIDER 201A-1
                                                            Initial      Initial

<PAGE>



                                   RIDER 301A

                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT

                                Option to Extend


         Tenant has ONE ( -1- ) option(s)  (the "Option") to renew and to extend
the Term of this  Lease  for  twenty-four  ( 24 )  months  each  [(the  "Renewal
Term")], that Option(s) to follow consecutively on the expiration of the Term of
this  Lease,  provided  that at the time that the Option to renew is  exercised,
this Lease is in full  force and effect and Tenant is not in default  hereunder.
The Option shall be exercised by Tenant's  giving to Landlord  written notice of
its intention to renew and extend the Term of this Lease at least six (6 months)
before  the   expiration   date  of  the  initial  Term  [or  Renewal  Term,  as
appropriate,]  of this Lease.  The renewal and  extension  of this Lease for the
Renewal  Term  shall be on and  under  the same  covenants,  agreements,  terms,
provisions,  and conditions as are contained  herein for the initial Term of the
Lease,  including those providing for adjustments to the rent during the Renewal
Term; provided,  however, that the Base Rental for the first year of the renewal
Term shall be at $14.00  per net  rentable  square  foot per year and the second
year at  $15.00  per net  rentable  square  foot per  year.  Any  assignment  or
subletting  by Tenant in violation or breach of Section 11.1 of this Lease shall
terminate  the  Option(s) of Tenant set forth herein.  Any  termination  of this
Lease  during the  initial  Term  shall  terminate  all  rights of  renewal  and
extension set forth in this Rider 301A.

         At any  time up to five  (5)  business  days  before  the date by which
Tenant is required to exercise a renewal Option, Tenant may request in writing a
quote from Landlord of the Base Rental,  and other amounts  payable as described
in Section 1.2.  that will be  applicable  for the next Renewal  Term.  Landlord
shall respond to a timely written request by providing Tenant a written quote of
the Base Rental  within  three (3)  business  days after  Landlord's  receipt of
Tenant's request. In addition,  Landlord,  may (but is not obligated to) provide
to Tenant at any time a quote of the Base Rental for a Renewal Term.



                                  RIDER 301A-1
                                                            Initial      Initial
<PAGE>



                                   EXHIBIT "A"

                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT

                             Floor Plan of Premises







                                      [MAP]


<PAGE>



                                   EXHIBIT "B"

                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT

                          Legal Description of the Land

1.5175 acres of land (66,102  square feet),  more or less,  being Lot Two (2) of
BALI PARK SUBDIVISION,  recorded in Volume 224, Page 50 of the Harris County Map
Records,  Hedwig Village,  Harris, Texas ; being more particularly  described by
metes and bounds as follows, to wit:

BEGINNING at a 5/8 inch iron rod marking the  Northwest  corner of the BALI PARK
SUBDIVISION,  being the Northwest  corner of the herein  described tract, on the
South line of Katy Freeway (I.H. 10) right-of-way;

THENCE  South 89 degrees 22  minutes,  26 seconds,  East,  148.97 feet along the
North  line  of  BALI  PARK  SUBDIVISION  and the  South  line  of Katy  Freeway
right-of-way  to a 5/8 inch iron rod found  for the  Northeast  corner of Lot 2,
also being the Northwest corner of Lot 1;

THENCE  South 00 degrees 13  minutes,  20  seconds,  East  444.83 feet along the
common line for Lot 1 and Lot 2 being the  centerline of a private  street known
as Bali Chase to a 5/8 inch iron rod marking the  Southeast  corner of Lot 2 and
the Southwest corner of Lot 1 being on the North line of Lot 3;

THENCE  North 89 degrees 22  minutes,  26 seconds,  West,  148.28 feet along the
common line between Lot 2 and Lot 3 to a 5/8 inch iron rod marking the Northwest
corner of Lot 3 and the Southwest corner of Lot 2;

THENCE North 00 degrees 18 minutes, 40 seconds, West, 444.84 feet along the West
boundary of BALI PARK SUBDIVISION to the POINT OF BEGINNING.


                                   EXHIBIT B-2
                                                            Initial      Initial

<PAGE>



                                   EXHIBIT "C"

                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT

                           Operating Cost Computation

A.       Operating Cost Examples.   The  following   are,   without  limitation,
         examples of costs included in the computation of Operating Costs:
         
         (1) all taxes,  assessments,  and other governmental  charges,  whether
         federal,  state,  county or  municipal,  and whether  they be by taxing
         districts or authorities  presently taxing the Premises and Building or
         by others,  subsequently created or otherwise,  and any other taxes and
         assessments levied or assessed against the Land, the Building and other
         associated   improvements  situated  on  the  Land,  and  the  Building
         Facilities,  including interest on installment payments,  and including
         all costs and fees (including  attorney's fees) incurred by Landlord in
         contesting or negotiating with taxing authorities;

         (2) all  reasonable  costs and expenses of operating,  maintaining  and
         repairing  (including  replacing  components  of) Building  Facilities,
         including   elevators,   escalators,   heat,   ventilation,   and   air
         conditioning  systems,  and all other mechanical or electrical  systems
         serving the Building;

         (3)  all  reasonable  costs  and  expenses  incurred  in  cleaning  the
         Building;

         (4)  costs  of  all  utilities  for  the  Project,   including  without
         limitation,  the  cost of  water  and  power,  heating,  lighting,  air
         conditioning, ventilating and sewer rents or charges for the Project;

         (5)     all supplies and materials reasonably used in the operation and
         maintenance of the Project;

         (6) costs of all insurance relating to the Project,  including the cost
         of  casualty  and  liability  insurance  applicable  to the Project and
         Landlord's personal property used in connection therewith;

         (7)  amortization  of costs of or rental  expenses  for any  machinery,
         equipment or other improvements installed by Landlord to conform to any
         law,  ordinance,   rule,  regulation,  or  order  of  any  governmental
         authority  having  jurisdiction  over the Project  which was enacted or
         promulgated after construction on the Project began, or for the purpose
         and in reasonable  anticipating or reducing energy costs in the Project
         or other Operating Costs;

         (8)      expenses  and  fees  (including  attorney's  fees) incurred in
         contesting the validity or applicability of any governmental enactments
         that may affect Operating Costs;

         (9)  general  maintenance  costs and  expenses  reasonably  incurred in
         connection with the Project  (including,  but not limited to, security,
         maintenance of all exterior and interior landscaping, garbage and other
         waste removal, non-tenant alterations and decorations,  heating and air
         conditioning  repairs and all labor utilized and supplied consumed with
         respect to any general Project maintenance);

         (10) janitorial service and window cleaning for the Building, including
         the Common  Areas and Service  Areas  (including  materials,  supplies,
         Building  standard light bulb,  equipment and tools therefor and rental
         and  appreciation  costs related to the  foregoing),  or contracts with
         third parties to provide the same;

         (11)   the cost of providing security to the Building and Parking Area;

         (12) reasonable  management  costs of the Project  (including,  but not
         limited to, any  management fee payable by Landlord with respect to the
         Project,  audit and accounting expenses and legal fees), and Landlord's
         overhead expenses directly attributable to Project management; and

         13) wages, salaries,  fees, pension benefits,  taxes,  unemployment and
         disability insurance,  worker's compensation insurance, social security
         benefits and any other expenses reasonably incurred with respect to all
         personnel engaged in the operation, maintenance, leasing or security of
         the Project. The term "personnel" shall include, but not be limited to,
         employees such as  superintendents,  engineers,  electricians,  clerks,
         mechanics,helpers, security officers. porter, cleaners, window washers,
         as well as contract  laborers  performing  services with respect to the
         Project.

B.       Operating Cost Exclusions.       The following are, without limitation,
         examples of costs excluded from the computation of Operating Costs:

         (1)      leasing commissions,  attorney's fees, costs and disbursements
                  and  other  expenses   incurred  in  leasing,   renovating  or
                  improving  space for  tenants  or  prospective  tenants of the
                  Building;

         (2)      costs incurred by Landlord in the discharge of its obligations
                  under the Work Letter;

         (3)      costs (including permit, license and inspection fees) incurred
                  in renovating or otherwise  improving or decorating,  painting
                  or redecorating space for tenants of vacant space;

         (4)      Landlord's  costs of any  services  sold to tenants  for which
                  Landlord is entitled to be  reimbursed  by such  tenants as an
                  additional charge or rental over and above the Base Rental and
                  Operating  Costs  payable  under the lease  with the tenant or
                  other occupant;

         (5)      any  depreciation  and amortization on the Building, except as
                  expressly permitted herein;

         (6)      interest  on debt or amortization payments on any mortgages or
                  deeds of trust or any other debt for borrowed money;

         (7)      all items and services for which  Tenant  reimburses  Landlord
                  outside  of  Operating  Costs or pays  third  person  or which
                  Landlord  provides  selectively  to one  or  more  tenants  or
                  occupants  of  the  Building   (other  than  Tenant)   without
                  reimbursement;

         (8)      advertising and promotional expenditures; and

                                   EXHIBIT C-2
                                                            Initial      Initial

<PAGE>




         (9)      repairs or other work occasioned by fire,  windstorm  or other
                  work paid for through insurance or condemnation proceeds.


                            b:\lease.ml EXHIBIT C-2
                                                            Initial      Initial
<PAGE>



                                   EXHIBIT "D"

                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT

                                      Rules


1.       Tenant, its agents,  servants,and employees shall not block or obstruct
         any of the  entries,  passages,  doors,  hallways or  stairways  of the
         Building,  or  place,  empty or throw  any  rubbish,  litter,  trash or
         material of any nature into those  areas,  or permit  those areas to be
         used at any time except for  ingress and egress of Tenant,  its agents,
         servants,  employees,  visitors or invitees. No tenant and no employee,
         agent or invitee of a tenant shall go onto the roof of the Building.

2.       Tenant shall refer all contractors,  contractor's  representatives  and
         installation  technicians  rendering  any service to Tenant to Landlord
         for Landlord's supervision,  approval and control before performance of
         any contractual  service.  This provision applies to all work performed
         in  the  Building,  including,  without  limitation,   installation  of
         telephones, telegraph equipment, electrical devices and attachments and
         installations of any nature  affecting  floors,  walls woodwork,  trim,
         windows,  ceilings,  equipment  or any other  physical  portion  of the
         Building.

3.       Movement  in  and out of the Building of furniture, office equipment or
         other bulky  materials,  or  movement  through  Building  entrances  or
         lobbies,  or  dispatch  or  receipt  by  Tenant  of  any merchandise or
         materials  which  requires  use  of  elevators  or  stairways  shall be
         restricted  to  reasonable  hours  designated  by  Landlord.  All  such
         movement  shall  be under the supervision of Landlord and in the manner
         agreed between Tenant and Landlord by prearrangement before performance
         of any  movement.  Prearrangement  initiated  by  Tenant  shall include
         determination  by  Landlord,  and  subject  to  Landlord's decision and
         control, of the time, method and routing of movement,  and  limitations
         imposed by safety or other  reasonable  concerns which may prohibit any
         article,  equipment  or  any  other  item  from being  brought into the
         Building.  Tenant shall  assume all risk as to damage to articles moved
         and injury to persons or public engaged or not engaged in the movement,
         including equipment,  property  and personnel of Landlord if damaged or
         injured as a result of acts by Tenant or Tenant's employees,  agents or
         contractors in connection  with  carrying  out  this service for Tenant
         from the time of entering property  to completion of work; and Landlord
         is  not  liable  for  any such act, or any damage or loss to any of the
         property or persons resulting from any such act in connection with such
         service  performed  for  Tenant, and Tenant hereby agrees to indemnify,
         defend and hold Landlord,  harmless  from  and against any and all such
         damage,  injury or less, including attorney's fees arising with respect
         thereto.

4.       No signs,  advertisements or notices are allowed in any form on windows
         or doors  inside or  outside  the  Premises  or any  other  part of the
         Building,  and no signs except in uniform  location and uniform  styles
         fixed by Landlord are permitted on exterior  identification  pylons, if
         any, in the public  corridors or on corridor  doors or entrances to the
         Premises.  All signs shall be contracted  for by Landlord for Tenant at
         the  reasonable  rate fixed by Landlord  form time to time,  and Tenant
         shall  be  billed  and pay for  such  service  accordingly  on  demand.
         Following  move-in,  no  nails,  hooks or  screws  shall be  driven  or
         inserted in any part of the  Building  (other than for the  handling of
         pictures,  diplomas  or other  items of a like  nature),  except by the
         maintenance personnel of the Building, nor shall any part be defaced by
         tenants.

5.       No draperies, shutters, or other window coverings shall be installed on
         exterior  windows or walls or windows and doors facing public corridors
         without Landlord's written approval.  Landlord may require installation
         and continued use of uniform window coverings for such windows.

6.       No portion of the Premises or any other part of the Building may at any
         time be used or occupied as sleeping or lodging quarters.

7.       Tenant  shall not place,  install or operate in the  Premises or in any
         other part of the Building any engine,  stove or machinery,  or conduct
         mechanical  operations  or cook  thereon or therein  (except for coffee
         machines,   microwave  ovens  and  other  breakroom   appliances  of  a
         residential  nature),  or  place or use in or about  the  Premises  any
         explosive,  gasoline,  kerosene,  oil,  acids,  caustics  or any  other
         inflammable,  explosive  or  hazardous  materials,  fluid or  substance
         without the prior written consent of Landlord.  The preceding  sentence
         does not prohibit the storage of  photocopier  or other typical  office
         supplies within the Premises.

8.       Any directory of the Building provided by Landlord shall be exclusively
         for the display of the name and  location  of tenants in the  Building,
         and  Landlord may exclude any other names  therefrom  and may limit the
         number of listings  per tenant.  Tenant shall pay  Landlord's  standard
         charge for Tenant's listing thereon and for any changes by Tenant.

9.       Landlord  is not  responsible  for lost or  stolen  personal  property,
         equipment,  money  or  any  article  taken  from  the  Premises  or the
         Building, whether or not any such area is locked against entry.

10.      Tenant shall keep,  and shall  cooperate  with Landlord and  Landlord's
         employees  and  agents in  keeping,  the  Premises  in a clean and tidy
         condition at all times.

11.      No curtains,  blinds or screens may be attached to or hung,  or used in
         connection  with, any window or door of the Premises  without the prior
         written approval of Landlord as to the quality, type, design, color and
         manner of attaching the same. No protective screen,  grating,  shade or
         other  enclosing  device  may be used on the  portion  of the  Premises
         abutting the Common Areas,  courts,  atria or public corridors  without
         Landlord's  prior  written  approval as to the quality,  type,  design,
         color and manner of attaching the same, to the end that all storefronts
         facing those Common Areas shall be  compatible  in  appearance.  Tenant
         shall  regularly   clean,   repair  and,  if  necessary  in  Landlord's
         reasonable judgment,  replace any awnings,  used in connection with the
         Premises, so that such awnings always convey the image of a first-class
         establishment.

12.      Tenant,  its  agents,  servants or  employees  shall not bring into the
         Building  or the  Premises  or keep on the  Premises  any dog,  bird or
         animal. Tenant, its agents,  servants or employees shall not bring into
         the  Building  or keep on the  Premises  any  bicycle or other  vehicle
         without the prior written consent of Landlord.

13.      No additional  locks shall be placed on any door in or providing access
         to the  Premises  without  the prior  written  consent of  Landlord.  A
         reasonable number of keys to the Premises and security access cards for
         the Building (if that method is used) will be furnished by Landlord and
         neither  Tenant,  its agents,  servants,  or employees,  shall have any
         duplicate  keys made.  Landlord may at all times keep a pass key to the
         Premises.   All  keys  shall  be  returned  to  Landlord   promptly  on
         termination of this Lease.  Tenant shall pay a reasonable  amount fixed
         by  Landlord  from time to time for each key and  security  access card
         issued by Landlord in replacement of one previously issued.

                                   EXHIBIT D-2
                                                            Initial      Initial

<PAGE>




14.      Tenant shall give Landlord prompt notice of all accidents to or defects
         in air conditioning equipment,  plumbing,  electrical facilities or any
         part of appurtenance of the Premises.

15.      Landlord  will not permit  entrance to Tenant's  offices by use of pass
         keys  controlled  by  Landlord  to  any  person  at  any  time  without
         permission  by  Tenant,  except  employees,   contractors,  or  service
         personnel  directly  supervised  by Landlord or employees of the United
         States Postal Service.

16.      Employees of Landlord shall not receive or carry messages for or to any
         Tenant or other  person,  and shall not contract with or render free or
         paid services to any Tenant or Tenant's agents,  employees or invitees.
         If Landlord's employees perform any such services, then those employees
         are solely the agents of Tenant regardless of whether or how payment is
         arranged for services,  and Landlord is expressly relieved form any all
         liability  in  connection  with any such  services  and any  associated
         injury or damage to person or property.

17.      Landlord  may exclude or expel from the Building any person who, in the
         judgment of the  Landlord,  is  intoxicated  or under the  influence of
         liquor or drugs, or who in any manner acts in violation of the Rules of
         the Building.

18.      Tenant  shall not use the plumbing  facilities  of the Premises for any
         purpose other than that for which they were  constructed.  Tenant shall
         not dispose of any substances in such facilities which may clog, erode,
         or damage the  plumbing  pipes,  lines,  or  conduits  of the  Building
         whether  through  the  utilization  of  "garbage   disposal"  units  or
         otherwise.  Tenant shall pay for all damages  resulting to any fixtures
         or appliances  from misuse by Tenant,  or Tenant's agents or employees,
         and Landlord is in no way responsible therefor.

19.      Landlord may prescribe the weight and position of safes,  computers and
         other heavy equipment which shall, in all cases, in order to distribute
         their weight,  stand on supporting  devices  approved by Landlord.  All
         damage done to the  Premises or to the Building by placing in or taking
         out any property of Tenant  unless  caused by the  negligence or wilful
         misconduct  of Landlord or Landlord's  employees or agents,  or done by
         Tenant's  property  while in the  Premises  or the  Building,  shall be
         repaired immediately at the sole expense of Tenant.

20.      To  ensure  orderly  operation  of the Building, no ice, minerals other
         water,  towels,  newspapers,  etc.  shall  be delivered to the Premises
         except by persons approved by Landlord in advance in writing.

21.      Landlord may refuse  admittance  to the Building  from 7 p.m. to 7 a.m.
         daily, or on Sundays or on legal holidays, to any person or persons who
         cannot furnish satisfactory identification, or to any person or persons
         who,  for any other  reason in  Landlord's  judgment,  should be denied
         access to the Premise.  Landlord, for the protection of the tenants and
         their effects,  may prescribe hours and intervals  during the night, on
         Sundays and  holidays,  when all persons  entering  and  departing  the
         Building are  required to enter their names,  the offices to which they
         are going or form which they are  leaving,  and the time of entrance or
         departure in a register provided for that purpose by Landlord.

22.      Canvassing, soliciting and peddling in the Building are prohibited, and
         each Tenant shall cooperate to prevent the same.

23.      Alternations  and  miscellaneous  job  orders  shall  at all  times  be
         directed to the Building manager's office to facilitate the orderly and
         otherwise  proper  processing  of that  work  in  accordance  with  any
         covenants of the Lease applicable thereto.

24.      Landlord  may waive any one or more of these  Rules for the  benefit of
         any  particular  tenant or tenants,  but no waiver by Landlord shall be
         construed  as a waiver of such  Rules in favor of any  other  tenant or
         tenants,  or  prevent  Landlord  form  thereafter  enforcing  all Rules
         against any or all of the tenants of the Building.

25.      Landlord  may  rescind  or amend any of these  Rules and make other and
         further  reasonable  rules as in its  judgment  are  from  time to time
         necessary and desirable.

26.      These Rules are in addition  to, and shall not be  construed  to in any
         way modify, alter, or amend, in whole or in part, the terms, covenants,
         agreements and conditions of any lease of Premises in the Building.

27.      Standard  Hours  of Operation  are:  Monday - Friday   7:00am - 6:00pm,
         Saturday 8:00am - 1:30pm, closed on all Federal Holidays.


                                   EXHIBIT D-2
                                                            Initial      Initial

<PAGE>



                                   EXHIBIT "G"

                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT

                               Janitorial Services


I.       PREMISES

         A.       The following GENERAL cleaning shall be performed nightly:

                  1.       Empty  and  wipe  clean  waste   basket   and  remove
                           contents to disposal area.
                  2.       Empty and clean all ash trays.
                  3.       Vacuum all rugs and carpeted areas.
                  4.       Dust furniture,  files,  fixtures  and  all low reach
                           areas.
                  5.       Remove marks and smudges from vertical surfaces.
                  6.       Clean all water fountains.
                  7.       Sweep all private stairways; vacuum if carpeted.
                  8.       Damp  mop  spillage  in  office  and  public areas as
                           required.
                  9.       Dust all telephones as necessary.
                  10.      Clean doors,  door knobs,  light  switches  and other
                           door areas of frequent usage.

         B.       The WASH ROOMS shall be cleaned nightly as follows:

                  1.       Damp mop.
                  2.       Scrub floors as necessary.
                  3.       Clean all mirrors, bright work and enameled surfaces.
                  4.       Wash and disinfect all fixtures.
                  5.       Empty all receptacles and remove refuse for disposal.
                  6.       Fill toilet issue, soap and towel dispensers.
                  7.       Clean flushometers and other metal work as required.
                  8.       Wash and polish all wall partitions, tile walls,  and
                           enamel surfaces from trim to floor as required.
                  9.       Vacuum all louvers and ventilating grilles,  and dust
                           light fixtures as required.

         C.       The FLOORS shall be cleaned with the frequency indicated:

                  1.       Sweep  and  buff  ceramic  tile,  marble  or terrazzo
                           floors  nightly  and  wash or scrub as necessary, not
                           less than monthly.
                  2.       Sweep vinyl asbestos floors and bases nightly.
                  3.       Wax  and  buff  tile  floors  monthly  and  strip  as
                           necessary but not less frequently than annually.

         D.       GLASS shall be cleaned as follows:

                  1.       Clean all perimeter windows as required,  but no less
                           than three times a year, inside and out.
                  2.       Wipe clean all metal during this cleaning.

         E.       HIGH DUSTING shall be performed every four months, as follows:

                  1.       Dust and wipe clean all closet shelving when empty.
                  2.       Dust  all  picture  frames,  charts,  graphs,   etc.,
                           monthly.
                  3.       Damp dust all air conditioning diffusers.
                  4.       Dust the exterior surfaces of lighting fixtures.
                  5.       Dust venetian blinds as necessary.

         F.       The following shall be done DAILY:

                  1.       Check  all  washrooms  for toilet tissue and sanitary
                           napkins replacements.
                  2        Clean all  "Security  Rooms"  (those  rooms  used for
                           storage  of  confidential  material  which  cannot be
                           opened with a Building master key) as necessary.

It is understood that no services of the character  herein provided for shall be
performed on Saturdays, Sundays or holidays.


II.      OTHER AREAS OF THE BUILDING

         A.       Entrance Lobby and Public Areas:

                  1.       Sweep and wash lobby and  entrance  vestibule  floors
                           nightly and machine scrub floors as  necessary.  Wax,
                           buff,   apply  sealer  or  finished  as  directed  by
                           building manager, but not less than once a week.
                  2.       Clean sweep  public,  elevator  lobby,  and  corridor
                           flooring nightly. Wash stone, ceramic tile, marble or
                           terrazzo flooring once per week (machine scrub floors
                           as necessary). Resilient flooring shall be maintained
                           once vacuumed nightly and shampooed as necessary.
                  3.       Wipe  down  all metal surfaces in the lobby, building
                           exterior  and  polish  as  required once a month at a
                           minimum.
                  4.       Dust  all lobby and public corridor walls nightly and
                           wash as required.
                  5.       High  dust  and   wash   all   electrical   and   air
                           conditioning  fixtures  at  least  once  per month in
                           elevator lobbies, corridors, and entrance lobby.
                  6.       Dust  mail  depository  and  clean  mail  chute glass
                           throughout the Building, nightly.   Telephone  booths
                           shall be swept daily and the glass cleaned nightly.
                  7.       Clean cigarette urns, screen sand and supply sand  as
                           necessary on a daily basis.

                                   EXHIBIT G-2
                                                            Initial      Initial

<PAGE>



                  8.       Clean  entrances  and  lobby  doors at least once per
                           day.   On  the  first  rental floor, clean all office
                           doors as necessary to remove dirt and finger marks.
                  9.       Wash all rubber  mats  and clean wool or nylon runner
                           nightly as necessary if used during the day.

         B.       Elevators

                  1.       Clean saddles,  doors  and  frames  of elevator lobby
                           nightly.
                  2.       Clean saddles and  frames  on floors above lobby once
                           per week and vacuum dirt from door tracks nightly.
                  3.       Clean inside surfaces of elevators cabs nightly.
                  4.       Clean elevator pits weekly.
                  5.       Wash and wax resilient floor in elevators nightly.

NOTE:    If carpets are installed, regular carpet care shall be provided in lieu
         of item 5.  Shampoo  elevator carpets as necessary including spares.

         C.       Public Stairwells

                  1.       Check all public stairwells  throughout the  Building
                           and keep in clean condition,  sweep  daily and mop as
                           necessary, but at least once per week.
                  2.       Inspect and keep clean fire hoses,  extinguishers and
                           similar equipment and report any discrepancies to the
                           Building  Manager and enter in log book.
                  3.       Dust  all  railings,  etc.,  weekly  and high dusting
                           quarterly.

         D.       Building Service Areas

                  1.       Hose all ramps,  loading  docks,  truck, areas, etc.,
                           daily  and  scrub  if  necessary, or as instructed by
                           Building Manager.
                  2.       Clean  mechanical  equipment   areas,   electric  and
                           telephone   closets   as  often  as  necessary, or as
                           instructed by Building  Manager.
                  3.       Keep elevator areas in a neat, clean condition at all
                           times.  Keep wastepaper, cardboard and rubbish, etc.,
                           stored in an approved area.  Clean the floors,  walls
                           and doors, etc., as necessary.

         E.       Exterior Cleaning

                  Maintain  entire  building  exterior,  including  metal  work,
                  entrance  doors,  building trim and exterior window frames and
                  mullions. Clean standpipes, and sprinkler connections and hose
                  bibs.

         F.       Sidewalk Areas

                  1.       Sweep sidewalk daily, weather permitting.
                  2.       Maintain sidewalks in a safe condition.
                  3.       Keep  in clean condition and water daily all planting
                           areas.

         G.       Window Cleaning

                  1.       Clean all windows on the outside and inside from main
                           floor to the  roof as  required,  but not  less  than
                           three times a year as  directed by Building  Manager.
                           Wipe clean window frames and associated  metal at the
                           same time.
                  2.       Clean directory glass daily.
                  3.       Clean all mail chute glass as required.
                  4.       Reports  of  areas  cleaned shall be turned in to the
                           Building manager's office daily.

         H.       Pest Control

                  1.       The  public  spaces  throughout the Building shall be
                           kept under pest control treatment at least monthly.
                  2.       All  service  shall  be rendered by licensed Board of
                           Health operators,  with  special  emergency  calls on
                           request at no extra charge.



                                   EXHIBIT G-2
                                                            Initial      Initial

<PAGE>



                                   EXHIBIT "H"

                         ATTACHED TO AND MADE A PART OF
                             OFFICE LEASE AGREEMENT


                               SPECIAL PROVISIONS


1.       BASE RENTAL.

         Lessee shall pay monthly installments of Base Rental as outlined in the
following shcedule:


Months          Monthly Base Rental       Square Feet/NRA
4/97                   $1,466.67                      4,272  (Based on 22 days)
5/97 - 7/97             $2,000                        4,272
8/97 - 10/97            $3,000                        4,272
11/97 - 3/98            $3,916                        4,272
4/98 - 3/99             $4,094                        4,272
4/99 - 3/00             $4,628                        4,272

         Lessor  shall have the option to increase  the Base Market  Rental to a
         fair  market  rental  as  reasonably  determined  by Lessor in its sole
         discretion  (Market  Adjustment to Base Rental) at any time during this
         lease Term by providing Lessee with written notice ("Notice").

         If Lessor  exercises  this  adjustment  to Base  Rental,  Lessor  shall
         compensate   Lessee   for  such   adjustment   by   paying   to  Lessee
         simultaneously  with the Notice,  an amount  equal to the amount of the
         difference  between (a) the increased Base Rental over the remainder of
         the term, and (b) the  negotiated  rental rate contained in this Lease,
         which  payment  shall be made  simultaneously  with the delivery of the
         Notice.

2.       RIGHT OF FIRST REFUSAL.

         Tenant  shall  have  the  continuing  right  of  first  refusal  on the
         contiguous  space(s)  remaining in suite 200,  approximately  1,558 net
         rentable  square feet,  and suites 270,  260, and 260a (as shown on H-1
         attached).  Landlord also agrees not to market the 1,558 square feet in
         suite 200  and/or  suite  270 prior to 7/1/97 in order to allow  Tenant
         immediate availability of such space for its intended expansion. Should
         Landlord  have a bonafide  offer to lease any of the suites  denoted on
         H-1,  Landlord  shall notify  Tenant by written  notice,  including the
         terms of such offer,  and Tenant shall have five (5)  business  days to
         elect to  exercise  its right of first  refusal on said space under the
         same terms and conditions of such bonafide  offer.  Should Tenant elect
         to exercise this right,  Landlord  shall  prepare the  necessary  lease
         documentation  and Tenant shall execute same within thirty (30) days of
         its election.

3.       APPROVED ASSIGNEE/SUBLESSEE

         Tenant shall have the right  without  consent of Landlord,  to sublease
         all or any  portion of the  Premises  or to assign its right under this
         Lease, including all renewal options,  expansion options,  preferential
         rights and rights pertaining to parking (i) to any Affiliate of Tenant,
         (ii)  to  any   successor   entity  to  Tenant   created   by   merger,
         consolidation,  liquidation  or  reorganization,  or (ii) to any entity
         which acquires  ownership of all or substantially  all of the assets of
         Tenant, whether or not there is a change in Tenant's name. Tenant shall
         give  Landlord  immediate  written  notice  of  any  such  sublease  or
         assignment. For the purpose of definition in this area, Affiliate shall
         mean any of the following  which have a financial  strength equal to or
         greater  than Tenant;  (i) a subsidiary  of Tenant in which Tenant owns
         directly at least fifty-one  percent (51%) of the voting securities and
         voting  interest,  (ii) a corporation,  partnership,  personal  estate,
         trust,  or  any  combination  of the  foregoing,  which  own  at  least
         fifty-one percent (51%) directly or indirectly of the voting securities
         and voting interests in Tenant ("Tenant's Parent Company"), and (iii) a
         subsidiary of Tenant's Parent Company, if any, in which Tenant's Parent
         Company owns at least fifty-one percent (51%) directly or indirectly of
         the voting securities and voting interests thereof.

4.       PROPRIETARY FILES

         Notwithstanding  the  Landlord's  rights as  outlined  in  Article  XV,
         Landlord shall exempt certain files ("Proprietary Files") pertaining to
         information  specific to Tenant's  clients and  computers  and business
         records.   This   information   must  be  kept   separate   from  other
         administrative  files belonging to Tenant at all times to be classified
         as Proprietary Files.

5.       ESSENTIAL SERVICES

         Subject to Casualty  and/or  Condemnation,  which shall  control in the
         circumstances  described therein,  Landlord and Tenant agree that there
         are certain  building  services  without which Tenant cannot occupy the
         Premises  for the  purpose  for  which it was  originally  leased.  The
         services  are  heating,   ventilation,  air  conditioning,   electrical
         service,  elevator service, water and plumbing services (the "Essential
         Services").  Provided  that such  interuption  or  malfunction  was not
         caused  by  the  intentional  act,   omision,   negligence  or  willful
         misconduct of Tenant or its contractors or the  circumstances set forth
         in Casualty and  Condemnation  hereof,  should Landlord fail to provide
         any one or more of the  Essential  Services for a continuous  period of
         five (5)  business  days or longer  after  written  notice to Landlord,
         then,  to the extent  that  Landlord's  failure  to provide  any of the
         Essential  Services  causes Tenant to be unable to use all or a portion
         of the  Premises  for the purpose for which it was  originally  leased,
         rent shall  abate in  proportion  to the  portion of the  premises  not
         usable until the Essential Service or Services are restored.

6.       COMMISSIONS

         Trinity  Hope,  Inc.  or  its  Assignee,  agrees  to  pay  Glenn  Hardy
         ("Tenant's  Broker")  a  commission  of 4% at closing. If Trinity Hope,
         Inc.


                                   EXHIBIT H-1
                                                            Initial      Initial

<PAGE>



         does not  successfully  complete the closing of Escrow,  Dated February
         13, 1997 betwen  Mission Life Insurance and Trinity Hope,  Inc.  Tenant
         will receive free rent from Mission Life  Insurance  equivalent  to the
         commission due Tenant's broker through the initial rental period (April
         9th thru March '00). In which event  Worldport  would then pay Tenant's
         Broker the Commission in lieu of rent. As an example, if Worldport does
         not  occupy  more than  4,272  sq.  ft.  during  the  initial  term the
         commission  due would be  $140,710.67  X 4% =  $5,628.43.  This  amount
         $5,628.43/$2,000=2.81 months of free rent.

7.       TENANT IMPROVEMENTS

         The cost of Tenant  Improvements  specified in Rider 101, if any, would
         be  handled in the same way as in item 6.  Trinity  Hope,  Inc.  or its
         assignee  agree to paint where  necessary  and clean the carpets.  This
         cost will not exceed $.50 per square foot of occupied area.




                                   EXHIBIT H-1
                                                            Initial      Initial

<PAGE>


                                   EXHIBIT H-1

                          RIGHT OF FIRST REFUSAL SPACE



                                      [MAP]