SUNTRUST CENTER
                                ORLANDO, FLORIDA

                                (TOWER BUILDING)


                             OFFICE LEASE AGREEMENT


                                     BETWEEN


          SUNTRUST CENTER, L.L.C., a Delaware limited liability company
                                  ("LANDLORD")


                                       AND


                            GSI TECHNOLOGIES USA INC.
                                   ("TENANT")



<PAGE>

                                TABLE OF CONTENTS

I.    Basic Lease Information.................................................1
II.   Lease Grant.............................................................2
III.     Possession...........................................................2
IV.      Rent.................................................................3
V.    Compliance with Laws; Use...............................................6
VI.      Security Deposit.....................................................6
VII.     Services to be Furnished by Landlord.................................7
VIII.    Leasehold Improvements...............................................7
IX.      Repairs and Alterations..............................................8
X.    Use of Electrical Services by Tenant....................................9
XI.      Entry by Landlord....................................................9
XII.     Assignment and Subletting...........................................10
XIII.    Liens...............................................................11
XIV.     Indemnity and Waiver of Claims......................................11
XV.      Insurance...........................................................12
XVI.     Subrogation.........................................................12
XVII.       Casualty Damage..................................................13
XVIII.      Condemnation.....................................................13
XIX.     Events of Default...................................................14
XX.      Remedies............................................................14
XXI.     Limitation of Liability.............................................15
XXII.       No Waiver........................................................15
XXIII.   Quiet Enjoyment.....................................................15
XXIV.    Relocation..........................................................16
XXV.        Holding Over.....................................................16
XXVI.       Subordination to Mortgages; Estoppel Certificate.................16
XXVII.      Attorneys' Fees..................................................16
XXVIII.    Notice............................................................16
XXIX.      Excepted Rights...................................................17
XXX.       Surrender of Premises.............................................17
XXXI.      Miscellaneous.....................................................17
XXXII.     Entire Agreement..................................................19

<PAGE>

                             OFFICE LEASE AGREEMENT

         THIS OFFICE LEASE  AGREEMENT  (the "Lease") is made and entered into as
of the ____ day of ___________,  2000, by and between SUNTRUST CENTER, L.L.C., a
Delaware limited liability company ("Landlord") and GSI TECHNOLOGIES USA INC., a
Delaware corporation ("Tenant").

I.       Basic Lease Information.

         A.       "Building"  shall mean the building complex located at 200/250
                  South Orange  Avenue,  which is composed of the tower building
                  located at 200 South Orange Avenue,  and the midrise  building
                  located at 250 South Orange  Avenue,  in the County of Orange,
                  City of Orlando, State of Florida,  commonly known as SunTrust
                  Center.

         B.       "Rentable Square Footage of the Building" is deemed to be
                  640,385 square feet.

         C.       "Premises"  shall mean the area shown on  Exhibit A  to this
                  Lease.  The  Premises  are known as suite  number 2150 and
                  are located on the 21st floor of the tower  building  located
                  at 200 South Orange  Avenue,  comprising  a portion  of the
                  Building.  The  "Rentable  Square  Footage of the Premises"
                  is deemed to be 2,231  square  feet.  If the  Premises
                  include  one or more floors in their  entirety,  all corridors
                  and restroom  facilities  located on such full floor(s)  shall
                  be considered  part of the  Premises.  Landlord  and Tenant
                  stipulate  and agree that the  Rentable Square Footage of the
                  Building and the Rentable  Square  Footage of the Premises are
                  correct and shall not be remeasured.

         D.       "Base Rent":


<TABLE>
<S>                      <C>                           <C>                   <C>


                          Annual Rate                     Period               Monthly
Period                   Per Square Foot                Base Rent*            Base Rent*
------                   ---------------                ----------            ----------
6/16/00 - 6/30/00            $25.00                     $2,323.95             $2,323.95
7/01/00 - 6/30/01            $25.00                    $55,775.04             $4,647.92
7/01/01 - 6/30/02            $26.00                    $58,005.96             $4,833.83
7/01/02 - 6/30/03            $27.00                    $60,237.00             $5,019.75
7/01/03 - 6/30/04            $28.00                    $62,468.04             $5,205.67
7/01/04 - 6/30/05            $29.00                    $64,698.96             $5,391.58

</TABLE>

                  *plus applicable State of Florida sales tax

         E.       "Tenant's Pro Rata Share":  .3484%.

         F.       "Base Year" for Taxes:  2000; "Base Year" for Expenses:  2000.

         G.       "Term":  A period  of 60  months  and 15 days.  The Term
                  shall  commence  on June 16,  2000 (the "Commencement  Date")
                  and, unless terminated early in accordance with this Lease,
                  end on June 30, 2005 (the "Termination Date").

         H.       Tenant  allowance:  Construction  Allowance in the amount of
                  $11,155.00  pursuant to Paragraph 7 of Exhibit D.

         I.       "Security Deposit":  $10,039.50.

         J.       "Guarantor(s)":  None.

         K.       "Broker(s)":  Caribe Realty of Osceola, Inc.

         L.       "Permitted Use":  General office use.

                  Notwithstanding anything to the contrary in this Lease, Tenant
                  shall not use or permit any portion of the Premises to be used
                  for a state  or  federally  regulated  commercial  banking  or
                  savings and loan association accepting deposits,  making loans
                  or disbursing  cash, or for the operation of a retail  banking
                  or lending facility,  or for the installation of any automatic
                  teller machine.


<PAGE>

         M.       "Notice Addresses":

                  Tenant:

                  On and after the Commencement  Date,  notices shall be sent to
Tenant at the Premises as follows:

                  GSI Technologies USA Inc.
                  200 South Orange Avenue
                  Suite No. 2150
                  Orlando, Florida  32801

                  Prior  to the  Commencement  Date,  notices  shall  be sent to
Tenant at the following address:

                  721 S.E. 17th Street
                  Suite 200
                  Ft. Lauderdale, Florida  33316
                  Phone #:  877-447-4872
                  Fax #:  514-940-5272

                  Landlord:                            With a copy to:

                  SUNTRUST CENTER, L.L.C.              Equity Office Properties
                  c/o Equity Office Properties Trust   Two North Riverside Plaza
                  200 South Orange Avenue              Suite 2200
                  Suite 2220                           Chicago, Illinois 60606
                  Orlando, Florida  32801              Attention:Regional
                  Attention:  Building Manager         Counsel - Southeast

                  Rent  (defined  in  Section  IV.A) is  payable to the order of
                  Equity Office Properties at the following address: Post Office
                  Box 402022, Atlanta, Georgia 30384-2022.

         N.       "Business  Day(s)"  are  Monday  through  Friday of each week,
                  exclusive of New Year's Day,  Memorial Day,  Independence Day,
                  Labor Day,  Thanksgiving  Day and Christmas Day  ("Holidays").
                  Landlord may designate additional Holidays,  provided that the
                  additional  Holidays are commonly  recognized  by other office
                  buildings in the area where the Building is located.

         O.       "Landlord  Work"  means the work,  if any,  that  Landlord  is
                  obligated  to perform in the  Premises  pursuant to a separate
                  work letter agreement (the "Work Letter"), if any, attached as
                  Exhibit D. The occurrence of the  Commencement  Date shall not
                  be  conditioned  upon the  performance of the Landlord Work by
                  Landlord.

         P.       "Law(s)" means all applicable statutes,  codes, ordinances,
                  orders, rules and regulations of any municipal or governmental
                  entity.

         Q.       "Normal  Business  Hours" for the Building  are 8:00 A.M. to
                  6:00 P.M. on Business  Days and 9:00 A.M. to 1:00 P.M. on
                  Saturdays.

         R.       "Property"  means the  Building  and the  parcel(s) of land on
                  which  it  is  located  and,  at  Landlord's  discretion,  the
                  Building garage and other  improvements  serving the Building,
                  if any, and the parcel(s) of land on which they are located.

II.      Lease Grant.

         Landlord  leases the Premises to Tenant and Tenant  leases the Premises
from Landlord, together with the right in common with others to use any portions
of the Property  that are  designated  by Landlord for the common use of tenants
and others,  such as sidewalks,  unreserved  parking  areas,  common  corridors,
elevator foyers, restrooms, vending areas and lobby areas (the "Common Areas").

<PAGE>

III.     Possession.

         A.       Intentionally deleted.

         B.       Subject to Landlord's  obligation,  if any, to perform
                  Landlord Work and Landlord's  obligations under Section IX.B.,
                  the  Premises  are  accepted  by  Tenant  in  "as  is"
                  condition and configuration.  By taking  possession of the
                  Premises,  Tenant  agrees that the Premises are in good order
                  and satisfactory  condition,  and that there are no
                  representations  or warranties by Landlord  regarding  the
                  condition  of the  Premises  or the  Building.  If  Landlord
                  is delayed delivering  possession  of the  Premises  or any
                  other  space  due to the  holdover  or  unlawful possession of
                  such  space  by any  party,  Landlord  shall  use  reasonable
                  efforts  to  obtain possession  of the space.  The
                  Commencement  Date  shall be  postponed  until the date
                  Landlord delivers  possession  of the  Premises  to  Tenant
                  free from  occupancy  by any  party,  and the Termination
                  Date, at the option of Landlord, may be postponed by an equal
                  number of days.

         C.       If Tenant takes  possession of the Premises before the
                  Commencement  Date, such possession shall be  subject to the
                  terms and  conditions  of this Lease and  Tenant  shall pay
                  Rent  (defined  in Section IV.A.)  to Landlord for each day of
                  possession  before the  Commencement  Date.  However, except
                  for the cost of services requested by Tenant (e.g.  freight
                  elevator usage),  Tenant shall not be  required  to pay Rent
                  for any days of  possession  before the  Commencement  Date
                  during which  Tenant,  with the  approval of  Landlord,  is
                  in  possession  of the Premises for the sole purpose  of
                  performing  improvements  or  installing  furniture,
                  equipment  or  other  personal property.

IV.      Rent.

         A.       Payments.  As  consideration  for this Lease,  Tenant shall
                  pay  Landlord,  without any setoff or deduction,  the  total
                  amount  of Base Rent and  Additional  Rent due for the Term.
                  "Additional Rent"  means  all sums  (exclusive  of Base  Rent)
                  that  Tenant  is  required  to pay  Landlord.  Additional
                  Rent and Base Rent are  sometimes  collectively  referred to
                  as "Rent".  Tenant shall pay and be liable for all  rental,
                  sales and use taxes (but  excluding  income  taxes),  if any,
                  imposed upon or measured by Rent under  applicable  Law.
                  Base Rent and recurring  monthly charges of Additional  Rent
                  shall be due and payable in advance on the first day of each
                  calendar  month without notice or demand,  provided that the
                  installment of Base Rent,  plus  applicable  Florida state
                  sales tax  thereon,  for the first full  calendar  month of
                  the Term shall be payable  upon the  execution  of this Lease
                  by  Tenant.  All other  items of Rent  shall be due and
                  payable by Tenant on or before 30 days after  billing by
                  Landlord.  All  payments  of Rent shall be by good and
                  sufficient  check or by  other  means  (such as  automatic
                  debit  or  electronic  transfer) acceptable  to  Landlord.
                  If  Tenant  fails to pay any item or  installment  of Rent
                  when  due, Tenant shall pay Landlord an administration  fee
                  equal to 5% of the past due Rent,  provided that Tenant shall
                  be entitled to a grace  period of 5 days for the first 2 late
                  payments of Rent in a given  calendar  year.  If the Term
                  commences  on a day other  than the first day of a  calendar
                  month or terminates on a day other than the last day of a
                  calendar  month,  the monthly Base Rent and  Tenant's  Pro
                  Rata Share of any Tax Excess  (defined  in  Section IV.B.)
                  or Expense  Excess (defined in  Section IV.B.)  for the month
                  shall be prorated  based on the number of days in such
                  calendar  month.  Landlord's  acceptance  of less  than  the
                  correct  amount  of Rent  shall  be considered  a payment on
                  account of the  earliest  Rent due. No  endorsement  or
                  statement  on a check or letter  accompanying a check or
                  payment shall be considered an accord and  satisfaction, and
                  either  party may accept the check or payment  without
                  prejudice  to that  party's  right to recover  the  balance
                  or pursue  other  available  remedies.  Tenant's  covenant
                  to pay Rent is independent of every other covenant in this
                  Lease.

         B.       Expense  Excess and Tax Excess.  Tenant shall pay Tenant's Pro
                  Rata Share of the amount,  if any, by which  Expenses
                 (defined  in  Section IV.C.)  for each  calendar  year during
                  the Term exceed Expenses for the Base Year (the  "Expense

<PAGE>
                    Excess")  and  also  the  amount,  if any,  by  which  Taxes
                    (defined in Section IV.D.) for each calendar year during the
                    Term exceed Taxes for the Base Year (the "Tax  Excess").  If
                    Expenses  and/or Taxes in any calendar year  decrease  below
                    the  amount of  Expenses  and/or  Taxes  for the Base  Year,
                    Tenant's  Pro Rata Share of Expenses  and/or  Taxes,  as the
                    case may be, for that  calendar  year shall be $0.  Landlord
                    shall  provide  Tenant  with a good  faith  estimate  of the
                    Expense  Excess and of the Tax Excess for each calendar year
                    during the Term.  On or before the first day of each  month,
                    Tenant shall pay to Landlord a monthly  installment equal to
                    one-twelfth   of  Tenant's  Pro  Rata  Share  of  Landlord's
                    estimate of the Expense  Excess and  one-twelfth of Tenant's
                    Pro Rata Share of Landlord's  estimate of the Tax Excess. If
                    Landlord  determines  that its good  faith  estimate  of the
                    Expense  Excess  or of the Tax  Excess  was  incorrect  by a
                    material amount,  Landlord may provide Tenant with a revised
                    estimate.   After  its  receipt  of  the  revised  estimate,
                    Tenant's  monthly  payments  shall be based upon the revised
                    estimate.  If  Landlord  does  not  provide  Tenant  with an
                    estimate  of the  Expense  Excess  or of the Tax  Excess  by
                    January 1 of a calendar  year,  Tenant shall continue to pay
                    monthly   installments   based   on  the   previous   year's
                    estimate(s)  until  Landlord  provides  Tenant  with the new
                    estimate.  Upon delivery of the new estimate,  an adjustment
                    shall be made for any month for which  Tenant  paid  monthly
                    installments  based  on  the  previous  year's  estimate(s).
                    Tenant  shall pay  Landlord  the amount of any  underpayment
                    within  30  days  after  receipt  of the new  estimate.  Any
                    overpayment  shall be refunded  to Tenant  within 30 days or
                    credited  against  the next  due  future  installment(s)  of
                    Additional Rent.

                    As soon as is practical  following  the end of each calendar
                    year,  Landlord shall furnish Tenant with a statement of the
                    actual  Expenses and Expense Excess and the actual Taxes and
                    Tax Excess for the prior  calendar  year.  If the  estimated
                    Expense  Excess  and/or  estimated  Tax Excess for the prior
                    calendar year is more than the actual  Expense Excess and/or
                    actual  Tax  Excess,  as the  case  may be,  for  the  prior
                    calendar  year,  Landlord  shall  apply any  overpayment  by
                    Tenant  against  Additional  Rent due or next  becoming due,
                    provided if the Term expires before the determination of the
                    overpayment, Landlord shall refund any overpayment to Tenant
                    after  first  deducting  the  amount  of  Rent  due.  If the
                    estimated Expense Excess and/or estimated Tax Excess for the
                    prior  calendar year is less than the actual  Expense Excess
                    and/or actual Tax Excess, as the case may be, for such prior
                    year,  Tenant shall pay  Landlord,  within 30 days after its
                    receipt of the  statement  of  Expenses  and/or  Taxes,  any
                    underpayment for the prior calendar year.

          C.        Expenses  Defined.  "Expenses"  means all costs and expenses
                    incurred in each calendar year in connection with operating,
                    maintaining,  repairing,  and  managing the Building and the
                    Property, including, but not limited to:

                  1.       Labor  costs,  including,   wages,  salaries,  social
                           security  and  employment  taxes,  medical  and other
                           types   of   insurance,   uniforms,   training,   and
                           retirement and pension plans.

                  2.       Management  fees,  the cost of equipping  and
                           maintaining a management  office,  accounting  and
                           bookkeeping  services, legal  fees  not attributable
                           to  leasing  or  collection activity,  and  other
                           administrative  costs.  Landlord,  by itself or
                           through  an  affiliate,  shall  have the right to
                           directly  perform or provide any  services  under
                           this Lease (including management  services),
                           provided that the cost of any such services  shall
                           not exceed the cost that would have been  incurred
                           had  Landlord  entered  into an  arms-length contract
                           for such  services with an  unaffiliated  entity of
                           comparable skill and experience.

                  3.       The cost of services,  including  amounts paid to
                           service  providers  and the rental and purchase cost
                           of parts, supplies, tools and equipment.

                  4.       Premiums  and   deductibles   paid  by  Landlord  for
                           insurance,  including workers compensation,  fire and
                           extended  coverage,  earthquake,  general  liability,
                           rental  loss,  elevator,  boiler and other  insurance
                           customarily  carried  from  time to time by owners of
                           comparable office buildings.

<PAGE>

                  5.       Electrical  Costs  (defined  below) and charges  for
                           water,  gas,  steam and sewer,  but excluding  those
                           charges for which  Landlord  is  reimbursed  by
                           tenants.  "Electrical Costs"  means:  (a) charges
                           paid by Landlord  for  electricity;  (b) costs
                           incurred in connection  with an energy  management
                           program for the Property;  and (c) if and to the
                           extent  permitted  by Law, a fee for the  services
                           provided by  Landlord in  connection with the
                           selection of utility  companies  and the  negotiation
                           and  administration  of contracts  for  electricity,
                           provided that such fee shall not exceed 50% of any
                           savings obtained by  Landlord.  Electrical  Costs
                           shall be  adjusted  as  follows:  (i) amounts
                           received by Landlord as reimbursement  for above
                           standard  electrical  consumption shall be deducted
                           from  Electrical  Costs;  (ii) the cost of
                           electricity  incurred to provide overtime  HVAC to
                           specific  tenants  (as  reasonably  estimated  by
                           Landlord)  shall be deducted from Electrical  Costs;
                           and (iii) if Tenant is billed directly for the cost
                           of building  standard  electricity to the Premises
                           as a separate charge in addition to Base Rent,  the
                           cost of  electricity  to individual  tenant  spaces
                           in the Building  shall be deducted from Electrical
                           Costs.

                  6.       The amortized cost of capital  improvements (as
                           distinguished  from replacement parts or components
                           installed in the ordinary  course of  business)  made
                           to the Property  which are:  (a) performed
                           primarily to reduce  operating  expense costs or
                           otherwise  improve the operating  efficiency of the
                           Property;  or (b) required to comply with any Laws
                           that are  enacted,  or first  interpreted  to apply
                           to the  Property,  after the date of this Lease.  The
                           cost of  capital  improvements  shall be  amortized
                           by  Landlord  over the lesser  of the  Payback
                           Period  (defined  below)  or 5  years.  The
                           amortized  cost of capital  improvements may, at
                           Landlord's  option,  include actual or imputed
                           interest at the rate that  Landlord  would
                           reasonably be required to pay to finance the cost of
                           the capital  improvement.  "Payback  Period" means
                           the reasonably  estimated  period of time that it
                           takes for the cost savings  resulting  from a capital
                           improvement  to equal the total cost of the capital
                           improvement.

                  If Landlord incurs Expenses for the Property together with one
                  or more other buildings or properties,  whether  pursuant to a
                  reciprocal  easement  agreement,   common  area  agreement  or
                  otherwise,  the shared costs and  expenses  shall be equitably
                  prorated  and  apportioned  between the Property and the other
                  buildings or properties.  Expenses shall not include: the cost
                  of  capital   improvements   (except  as  set  forth   above);
                  depreciation;  interest  (except  as  provided  above  for the
                  amortization of capital  improvements);  principal payments of
                  mortgage and other non-operating  debts of Landlord;  the cost
                  of repairs or other work to the extent  Landlord is reimbursed
                  by insurance or  condemnation  proceeds;  costs in  connection
                  with  leasing  space  in  the  Building,  including  brokerage
                  commissions;  lease  concessions,  including rental abatements
                  and  construction  allowances,  granted to  specific  tenants;
                  costs  incurred  in  connection  with the sale,  financing  or
                  refinancing  of the  Building;  fines,  interest and penalties
                  incurred due to the late payment of Taxes  (defined in Section
                  IV.D) or Expenses; organizational expenses associated with the
                  creation  and  operation  of  the  entity  which   constitutes
                  Landlord;  or any  penalties or damages that  Landlord pays to
                  Tenant  under this Lease or to other  tenants in the  Building
                  under their respective leases. If the Building is not at least
                  95% occupied  during any  calendar  year or if Landlord is not
                  supplying  services  to at  least  95% of the  total  Rentable
                  Square  Footage of the  Building at any time during a calendar
                  year,  Expenses shall, at Landlord's  option, be determined as
                  if the  Building  had been 95%  occupied and Landlord had been
                  supplying  services to 95% of the Rentable  Square  Footage of
                  the Building during that calendar year. If Tenant pays for its
                  Pro Rata Share of  Expenses  based on  increases  over a "Base
                  Year" and  Expenses  for a  calendar  year are  determined  as
                  provided  in the prior  sentence,  Expenses  for the Base Year
                  shall  also be  determined  as if the  Building  had  been 95%
                  occupied and Landlord  had been  supplying  services to 95% of
                  the Rentable Square Footage of the Building. The extrapolation
                  of  Expenses   under  this  Section   shall  be  performed  by
                  appropriately  adjusting  the  cost  of  those  components  of
                  Expenses  that are impacted by changes in the occupancy of the
                  Building.

<PAGE>

D.                  Taxes Defined. "Taxes" shall mean: (1) all real estate taxes
                    and  other  assessments  on the  Building  and/or  Property,
                    including,  but not  limited  to,  assessments  for  special
                    improvement  districts and building  improvement  districts,
                    taxes   and   assessments    levied   in   substitution   or
                    supplementation  in whole or in part of any such  taxes  and
                    assessments  and the  Property's  share of any  real  estate
                    taxes  and   assessments   under  any  reciprocal   easement
                    agreement,  common area agreement or similar agreement as to
                    the Property;  (2) all personal  property taxes for property
                    that is owned by Landlord  and used in  connection  with the
                    operation,  maintenance and repair of the Property;  and (3)
                    all costs  and fees  incurred  in  connection  with  seeking
                    reductions in any tax liabilities  described in (1) and (2),
                    including,   without  limitation,   any  costs  incurred  by
                    Landlord   for   compliance,   review   and  appeal  of  tax
                    liabilities. Without limitation, Taxes shall not include any
                    income, capital levy, franchise, capital stock, gift, estate
                    or   inheritance   tax.  If  an  assessment  is  payable  in
                    installments, Taxes for the year shall include the amount of
                    the installment and any interest due and payable during that
                    year.  For all other real estate taxes,  Taxes for that year
                    shall,  at Landlord's  election,  include  either the amount
                    accrued,  assessed or otherwise  imposed for the year or the
                    amount  due  and  payable  for  that  year,   provided  that
                    Landlord's election shall be applied consistently throughout
                    the Term.  If a change in Taxes is obtained  for any year of
                    the Term during which Tenant paid Tenant's Pro Rata Share of
                    any  Tax   Excess,   then   Taxes  for  that  year  will  be
                    retroactively  adjusted and Landlord  shall  provide  Tenant
                    with a credit, if any, based on the adjustment. Likewise, if
                    a change is obtained for Taxes for the Base Year,  Taxes for
                    the Base Year shall be  restated  and the Tax Excess for all
                    subsequent  years  shall be  recomputed.  Tenant  shall  pay
                    Landlord  the amount of Tenant's  Pro Rata Share of any such
                    increase  in the Tax Excess  within 30 days  after  Tenant's
                    receipt of a statement from Landlord.

         E.         Audit  Rights.  Tenant may,  within 90 days after  receiving
                    Landlord's  statement of  Expenses,  give  Landlord  written
                    notice  ("Review  Notice")  that  Tenant  intends  to review
                    Landlord's  records of the Expenses for that calendar  year.
                    Within a reasonable time after receipt of the Review Notice,
                    Landlord  shall make all  pertinent  records  available  for
                    inspection  that are  reasonably  necessary  for  Tenant  to
                    conduct its  review.  If any  records  are  maintained  at a
                    location  other than the office of the Building,  Tenant may
                    either inspect the records at such other location or pay for
                    the reasonable cost of copying and shipping the records.  If
                    Tenant retains an agent to review  Landlord's  records,  the
                    agent  must be with a  licensed  CPA firm.  Tenant  shall be
                    solely responsible for all costs, expenses and fees incurred
                    for the  audit.  Within 60 days after the  records  are made
                    available  to  Tenant,  Tenant  shall have the right to give
                    Landlord  written notice (an "Objection  Notice") stating in
                    reasonable  detail any objection to Landlord's  statement of
                    Expenses for that year.  If Tenant fails to give Landlord an
                    Objection  Notice  within  the 60 day  period  or  fails  to
                    provide  Landlord  with a Review  Notice  within  the 90 day
                    period  described  above,  Tenant  shall be  deemed  to have
                    approved  Landlord's  statement  of  Expenses  and  shall be
                    barred from  raising any claims  regarding  the Expenses for
                    that  year.  If  Tenant  provides  Landlord  with  a  timely
                    Objection Notice, Landlord and Tenant shall work together in
                    good  faith  to  resolve  any  issues   raised  in  Tenant's
                    Objection  Notice.  If Landlord  and Tenant  determine  that
                    Expenses  for the  calendar  year  are less  than  reported,
                    Landlord shall provide Tenant with a credit against the next
                    installment  of Rent in the  amount  of the  overpayment  by
                    Tenant.  Likewise,  if Landlord  and Tenant  determine  that
                    Expenses  for the calendar  year are greater than  reported,
                    Tenant  shall pay  Landlord  the amount of any  underpayment
                    within 30 days.  The  records  obtained  by Tenant  shall be
                    treated  as  confidential.  In  no  event  shall  Tenant  be
                    permitted  to examine  Landlord's  records or to dispute any
                    statement of Expenses  unless  Tenant has paid and continues
                    to pay all Rent when due.

V.       Compliance with Laws; Use.

         The Premises  shall be used only for the Permitted Use and for no other
use  whatsoever.  Tenant shall not use or permit the use of the Premises for any
purpose  which is  illegal,  dangerous  to  persons  or  property  or which,  in
Landlord's  reasonable opinion,  unreasonably  disturbs any other tenants of the
Building or interferes  with the operation of the Building.  Tenant shall comply

<PAGE>

with all Laws,  including the Americans  with  Disabilities  Act,  regarding the
operation  of  Tenant's  business  and the  use,  condition,  configuration  and
occupancy of the Premises.  Tenant, within 10 days after receipt,  shall provide
Landlord with copies of any notices it receives regarding a violation or alleged
violation of any Laws. Tenant shall comply with the rules and regulations of the
Building  attached as Exhibit B and such other  reasonable rules and regulations
adopted by  Landlord  from time to time.  Tenant  shall  also cause its  agents,
contractors, subcontractors, employees, customers, and subtenants to comply with
all rules and  regulations.  Landlord shall not knowingly  discriminate  against
Tenant in Landlord's enforcement of the rules and regulations.

VI.      Security Deposit.

         The Security  Deposit shall be delivered to Landlord upon the execution
of this  Lease by Tenant and shall be held by  Landlord  without  liability  for
interest  (unless  required by Law) as security for the  performance of Tenant's
obligations. The Security Deposit is not an advance payment of Rent or a measure
of Tenant's  liability for damages.  Landlord  may,  from time to time,  without
prejudice to any other remedy,  use all or a portion of the Security  Deposit to
satisfy past due Rent or to cure any uncured default by Tenant. If Landlord uses
the Security Deposit, Tenant shall on demand restore the Security Deposit to its
original  amount.  Landlord  shall return any unapplied  portion of the Security
Deposit  to  Tenant  within  45 days  after  the  later  to  occur  of:  (1) the
determination  of Tenant's  Pro Rata Share of any Tax Excess and Expense  Excess
for the final year of the Term; (2) the date Tenant surrenders possession of the
Premises to Landlord in accordance with this Lease; or (3) the Termination Date.
If Landlord  transfers  its  interest in the  Premises,  Landlord may assign the
Security Deposit to the transferee and, following the assignment, Landlord shall
have no further liability for the return of the Security Deposit. Landlord shall
not be required to keep the Security Deposit separate from its other accounts.

VII.     Services to be Furnished by Landlord.

         A.         Landlord   agrees  to  furnish  Tenant  with  the  following
                    services:  (1) Water  service for use in the  lavatories  on
                    each floor on which the Premises  are located;  (2) Heat and
                    air  conditioning in season during Normal Business Hours, at
                    such  temperatures  and in such  amounts as are standard for
                    comparable   buildings   or  as  required  by   governmental
                    authority  [and Tenant may obtain HVAC service  during hours
                    other  than  Normal  Business  Hours  ("After  Hours  HVAC")
                    through the direct  telephone  access system  established in
                    the  Building  for such purpose or through such other access
                    system  Landlord  may  establish  from time to time for such
                    purpose,  and Tenant shall pay Landlord the standard  charge
                    for the  additional  service  as  reasonably  determined  by
                    Landlord from time to time];  (3)  Maintenance and repair of
                    the  Property as  described  in Section  IX.B.;  (4) Janitor
                    service on Business Days. If Tenant's use, floor covering or
                    other improvements require special services in excess of the
                    standard  services  for the  Building,  Tenant shall pay the
                    additional cost  attributable to the special  services;  (5)
                    Elevator  service;  (6)  Electricity  to  the  Premises  for
                    general  office use, in  accordance  with and subject to the
                    terms  and  conditions  in  Article  X; and (7)  such  other
                    services as Landlord reasonably  determines are necessary or
                    appropriate for the Property.

         B.         Landlord's  failure  to  furnish,  or  any  interruption  or
                    termination of, services due to the application of Laws, the
                    failure  of  any  equipment,  the  performance  of  repairs,
                    improvements or alterations,  or the occurrence of any event
                    or cause  beyond  the  reasonable  control  of  Landlord  (a
                    "Service  Failure")  shall  not  render  Landlord  liable to
                    Tenant,  constitute a constructive  eviction of Tenant, give
                    rise to an  abatement of Rent,  nor relieve  Tenant from the
                    obligation to fulfill any covenant or agreement. However, if
                    the Premises, or a material portion of the Premises, is made
                    untenantable  for  a  period  in  excess  of  3  consecutive
                    Business  Days as a  result  of the  Service  Failure,  then
                    Tenant, as its sole remedy,  shall be entitled to receive an
                    abatement  of  Rent  payable  hereunder  during  the  period
                    beginning on the 4th consecutive Business Day of the Service
                    Failure and ending on the day the service has been restored.
                    If the entire Premises has not been rendered untenantable by
                    the Service Failure,  the amount of abatement that Tenant is
                    entitled  to  receive  shall  be  prorated  based  upon  the
                    percentage  of the Premises  rendered  untenantable  and not
                    used by Tenant.  In no event,  however,  shall  Landlord  be
                    liable to Tenant for any loss or damage, including the theft
                    of Tenant's Property (defined in Article XV), arising out of
                    or in connection with the failure of any security  services,
                    personnel or equipment.

<PAGE>

VIII.    Leasehold Improvements.

         All   improvements   to   the   Premises   (collectively,    "Leasehold
Improvements")  shall be owned by Landlord  and shall  remain upon the  Premises
without compensation to Tenant.  However,  Landlord, by written notice to Tenant
within 30 days prior to the Termination  Date, may require Tenant to remove,  at
Tenant's  expense:  (1) Cable (defined in Section IX.A)  installed by or for the
exclusive benefit of Tenant and located in the Premises or other portions of the
Building;  and (2) any Leasehold  Improvements  that are performed by or for the
benefit of Tenant and, in Landlord's  reasonable judgment,  are of a nature that
would  require  removal and repair  costs that are  materially  in excess of the
removal  and  repair  costs   associated  with  standard   office   improvements
(collectively referred to as "Required Removables").  Without limitation,  it is
agreed that Required  Removables  include  internal  stairways,  raised  floors,
personal  baths  and  showers,  vaults,  rolling  file  systems  and  structural
alterations and modifications of any type. The Required Removables designated by
Landlord shall be removed by Tenant before the Termination  Date,  provided that
upon prior written notice to Landlord,  Tenant may remain in the Premises for up
to 5 days  after the  Termination  Date for the sole  purpose  of  removing  the
Required  Removables,  but in no event shall any such  holdover in the  Premises
constitute or create a tenancy-at-will  under existing  applicable law. Tenant's
possession of the Premises  shall be subject to all of the terms and  conditions
of this Lease,  including the  obligation to pay Rent on a per diem basis at the
rate in effect for the last month of the Term. Tenant shall repair damage caused
by the installation or removal of Required Removables. If Tenant fails to remove
any Required Removables or perform related repairs in a timely manner, Landlord,
at Tenant's  expense,  may remove and  dispose of the  Required  Removables  and
perform  the  required  repairs.  Tenant,  within 30 days  after  receipt  of an
invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord.
Notwithstanding  the foregoing,  Tenant,  at the time it requests approval for a
proposed  Alteration  (defined in Section  IX.C),  may  request in writing  that
Landlord  advise Tenant  whether the Alteration or any portion of the Alteration
will be  designated  as a Required  Removable.  Within 10 days after  receipt of
Tenant's  request,  Landlord shall advise Tenant in writing as to which portions
of the Alteration, if any, will be considered to be Required Removables.

IX.      Repairs and Alterations.

         A.         Tenant's Repair Obligations.  Tenant shall, at its sole cost
                    and expense, promptly perform all maintenance and repairs to
                    the Premises that are not Landlord's express  responsibility
                    under  this  Lease,  and  shall  keep the  Premises  in good
                    condition  and repair,  reasonable  wear and tear  excepted.
                    Tenant's repair  obligations  include,  without  limitation,
                    repairs to: (1) floor covering; (2) interior partitions; (3)
                    doors;   (4)  the  interior  side  of  demising  walls;  (5)
                    electronic,  phone and data  cabling and  related  equipment
                    (collectively,  "Cable")  that  is  installed  by or for the
                    exclusive  benefit of Tenant and located in the  Premises or
                    other  portions  of  the  Building;   (6)  supplemental  air
                    conditioning units, private showers and kitchens,  including
                    hot water heaters,  plumbing, and similar facilities serving
                    Tenant  exclusively;   and  (7)  Alterations   performed  by
                    contractors  retained  by  Tenant,  including  related  HVAC
                    balancing.  All work shall be performed in  accordance  with
                    the rules and procedures  described in Section IX.C.  below.
                    If Tenant fails to make any repairs to the Premises for more
                    than 15 days after  notice from  Landlord  (although  notice
                    shall not be  required if there is an  emergency),  Landlord
                    may make the repairs,  and Tenant  shall pay the  reasonable
                    cost of the repairs to Landlord within 30 days after receipt
                    of an invoice,  together with an administrative charge in an
                    amount equal to 10% of the cost of the repairs.

         B.       Landlord's  Repair   Obligations.   Landlord  shall  keep  and
                  maintain in good repair and working  order and make repairs to
                  and perform  maintenance upon: (1) structural  elements of the
                  Building;   (2)  mechanical   (including  HVAC),   electrical,
                  plumbing and fire/life  safety systems serving the Building in
                  general;  (3) Common Areas; (4) the roof of the Building;  (5)
                  exterior  windows of the Building;  and (6) elevators  serving
                  the   Building.   Landlord   shall   promptly   make   repairs
                  (considering  the nature and  urgency of the repair) for which
                  Landlord is responsible.

<PAGE>

         C.         Alterations. Tenant shall not make alterations, additions or
                    improvements  to the  Premises  or install  any Cable in the
                    Premises  or other  portions of the  Building  (collectively
                    referred to as  "Alterations")  without first  obtaining the
                    written consent of Landlord in each instance,  which consent
                    shall not be  unreasonably  withheld  or  delayed.  However,
                    Landlord's  consent shall not be required for any Alteration
                    that  satisfies all of the  following  criteria (a "Cosmetic
                    Alteration"):  (1) is of a cosmetic nature such as painting,
                    wallpapering, hanging pictures and installing carpeting; (2)
                    is  not  visible  from  the  exterior  of  the  Premises  or
                    Building;  (3) will not affect the systems or  structure  of
                    the Building;  and (4) does not require work to be performed
                    inside  the  walls or above  the  ceiling  of the  Premises.
                    However,   even  though   consent  is  not   required,   the
                    performance of Cosmetic  Alterations shall be subject to all
                    the other provisions of this Section IX.C. Prior to starting
                    work,   Tenant  shall   furnish   Landlord  with  plans  and
                    specifications  reasonably acceptable to Landlord;  names of
                    contractors reasonably acceptable to Landlord (provided that
                    Landlord may designate specific  contractors with respect to
                    Building  systems);  copies of contracts;  necessary permits
                    and approvals;  evidence of contractor's and subcontractor's
                    insurance in amounts  reasonably  required by Landlord;  and
                    any security for performance that is reasonably  required by
                    Landlord.  Changes to the plans and specifications must also
                    be submitted to Landlord for its approval. Alterations shall
                    be  constructed  in a  good  and  workmanlike  manner  using
                    materials of a quality that is at least equal to the quality
                    designated  by  Landlord  as the  minimum  standard  for the
                    Building.   Landlord   may   designate   reasonable   rules,
                    regulations  and procedures  for the  performance of work in
                    the  Building  and, to the extent  reasonably  necessary  to
                    avoid  disruption to the  occupants of the  Building,  shall
                    have the right to designate the time when Alterations may be
                    performed.  Tenant shall  reimburse  Landlord within 30 days
                    after  receipt of an invoice for sums paid by  Landlord  for
                    third party  examination of Tenant's plans for  non-Cosmetic
                    Alterations. In addition, within 30 days after receipt of an
                    invoice from  Landlord,  Tenant shall pay Landlord a fee for
                    Landlord's  oversight and  coordination of any  non-Cosmetic
                    Alterations  equal  to 10% of the  cost of the  non-Cosmetic
                    Alterations.   Upon   completion,   Tenant   shall   furnish
                    "as-built"   plans   (except  for   Cosmetic   Alterations),
                    completion  affidavits,  full and final  waivers of lien and
                    receipted  bills  covering all labor and  materials.  Tenant
                    shall assure that the Alterations  comply with all insurance
                    requirements and Laws.  Landlord's approval of an Alteration
                    shall  not  be  a   representation   by  Landlord  that  the
                    Alteration complies with applicable Laws or will be adequate
                    for Tenant's use.

X.       Use of Electrical Services by Tenant.

         A.         Electricity  used  by  Tenant  in  the  Premises  shall,  at
                    Landlord's option, be paid for by Tenant either: (1) through
                    inclusion  in Expenses  (except as provided in Section  X.B.
                    for  excess  usage);  (2) by a  separate  charge  payable by
                    Tenant to Landlord within 30 days after billing by Landlord;
                    or (3) by separate  charge billed by the applicable  utility
                    company and payable directly by Tenant.  Electrical  service
                    to the Premises  may be  furnished by one or more  companies
                    providing    electrical    generation,    transmission   and
                    distribution  services,  and  the  cost of  electricity  may
                    consist of several different  components or separate charges
                    for such  services,  such as  generation,  distribution  and
                    stranded  cost  charges.  Landlord  shall have the exclusive
                    right to select any company providing  electrical service to
                    the Premises,  to aggregate the  electrical  service for the
                    Property  and  Premises  with other  buildings,  to purchase
                    electricity  through  a broker  and/or  buyers  group and to
                    change the providers  and manner of purchasing  electricity.
                    Landlord shall be entitled to receive a fee (if permitted by
                    Law)  for  the  selection  of  utility   companies  and  the
                    negotiation and administration of contracts for electricity,
                    provided that the amount of such fee shall not exceed 50% of
                    any savings obtained by Landlord.

         B.         Tenant's use of electrical service shall not exceed,  either
                    in voltage, rated capacity, use beyond Normal Business Hours
                    or overall load,  that which  Landlord  deems to be standard
                    for the Building.  If Tenant requests  permission to consume
                    excess electrical service, Landlord may refuse to consent or
                    may  condition   consent  upon   conditions   that  Landlord

<PAGE>

                    reasonably  elects  (including,   without  limitation,   the
                    installation of utility service upgrades, meters, submeters,
                    air handlers or cooling units), and the additional usage (to
                    the extent  permitted by Law),  installation and maintenance
                    costs shall be paid by Tenant. Landlord shall have the right
                    to separately meter electrical usage for the Premises and to
                    measure   electrical  usage  by  survey  or  other  commonly
                    accepted  methods.   If  Tenant  desires  overhead  lighting
                    services  outside Normal Business  Hours,  Tenant may obtain
                    such  service  through the direct  telephone  access  system
                    established in the Building for such purpose or through such
                    other access system Landlord may establish from time to time
                    for such purpose.  Tenant shall pay Landlord,  as Additional
                    Rent, the entire cost of such additional  overhead  lighting
                    service,  as such costs are determined by Landlord from time
                    to time.

XI.      Entry by Landlord.

         Landlord,  its agents,  contractors and  representatives  may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs,  alterations
or additions to any portion of the Building,  including other tenants' premises.
Except in emergencies or to provide janitorial and other Building services after
Normal  Business  Hours,  Landlord  shall provide Tenant with  reasonable  prior
notice  of entry  into the  Premises,  which may be given  orally to the  entity
occupying the Premises. If reasonably necessary for the protection and safety of
Tenant and its employees, Landlord shall have the right to temporarily close all
or a portion of the  Premises to perform  repairs,  alterations  and  additions.
However, except in emergencies, Landlord will not close the Premises if the work
can reasonably be completed on weekends and after Normal Business  Hours.  Entry
by Landlord shall not constitute  constructive  eviction or entitle Tenant to an
abatement or reduction of Rent.

XII.     Assignment and Subletting.

         A.         Except in connection with a Permitted  Transfer  (defined in
                    Section XII.E.  below),  Tenant shall not assign,  sublease,
                    transfer or encumber any interest in this Lease or allow any
                    third party to use any portion of the Premises (collectively
                    or  individually,  a  "Transfer")  without the prior written
                    consent of Landlord, which consent shall not be unreasonably
                    withheld  if  Landlord   does  not  elect  to  exercise  its
                    termination  rights  under  Section  XII.B  below.   Without
                    limitation,  it is agreed that Landlord's  consent shall not
                    be  considered  unreasonably  withheld  if: (1) the proposed
                    transferee's  financial condition does not meet the criteria
                    Landlord  uses to select  Building  tenants  having  similar
                    leasehold   obligations;   (2)  the  proposed   transferee's
                    business is not suitable for the  Building  considering  the
                    business of the other tenants and the  Building's  prestige,
                    or would result in a violation of another  tenant's  rights;
                    (3) the  proposed  transferee  is a  governmental  agency or
                    occupant of the Building; (4) Tenant is in default after the
                    expiration of the notice and cure periods in this Lease;  or
                    (5) any portion of the  Building or  Premises  would  likely
                    become   subject  to  additional  or  different  Laws  as  a
                    consequence  of the proposed  Transfer.  Tenant shall not be
                    entitled to receive monetary damages based upon a claim that
                    Landlord  unreasonably  withheld  its  consent to a proposed
                    Transfer  and  Tenant's  sole  remedy  shall be an action to
                    enforce any such provision  through specific  performance or
                    declaratory judgment. Any attempted Transfer in violation of
                    this Article shall, at Landlord's  option, be void.  Consent
                    by Landlord to one or more Transfer(s)  shall not operate as
                    a waiver of  Landlord's  rights to  approve  any  subsequent
                    Transfers.  In no event  shall  any  Transfer  or  Permitted
                    Transfer release or relieve Tenant from any obligation under
                    this Lease.

         B.         As part of its request for Landlord's consent to a Transfer,
                    Tenant shall provide Landlord with financial  statements for
                    the  proposed  transferee,  a complete  copy of the proposed
                    assignment,  sublease and other  contractual  documents  and
                    such other  information as Landlord may reasonably  request.
                    Landlord  shall,  by written notice to Tenant within 30 days
                    of   its   receipt   of   the   required   information   and
                    documentation,  either:  (1) consent to the  Transfer by the
                    execution  of  a  consent  agreement  in a  form  reasonably
                    designated  by Landlord or  reasonably  refuse to consent to
                    the  Transfer  in  writing;  or (2)  exercise  its  right to
                    terminate  this  Lease with  respect  to the  portion of the
                    Premises  that Tenant is proposing to assign or sublet.  Any
                    such   termination   shall  be  effective  on  the  proposed
                    effective  date of the Transfer  for which Tenant  requested
                    consent.  Tenant  shall pay Landlord a review fee of $750.00
                    for Landlord's review of any Permitted Transfer or requested

<PAGE>
                    Transfer, provided if Landlord's actual reasonable costs and
                    expenses  (including   reasonable  attorney's  fees)  exceed
                    $750.00,  Tenant  shall  reimburse  Landlord  for its actual
                    reasonable costs and expenses in lieu of a fixed review fee.

         C.         Tenant  shall  pay  Landlord  50%  of  all  rent  and  other
                    consideration  which  Tenant  receives  as  a  result  of  a
                    Transfer  that is in excess of the Rent  payable to Landlord
                    for the  portion  of the  Premises  and Term  covered by the
                    Transfer.  Tenant shall pay Landlord for Landlord's share of
                    any  excess  within 30 days after  Tenant's  receipt of such
                    excess consideration.  Tenant may deduct from the excess all
                    reasonable  and  customary  expenses  directly  incurred  by
                    Tenant  attributable  to the Transfer (other than Landlord's
                    review  fee),  including  brokerage  fees,  legal  fees  and
                    construction   costs.  If  Tenant  is  in  Monetary  Default
                    (defined in Section XIX.A. below), Landlord may require that
                    all sublease payments be made directly to Landlord, in which
                    case  Tenant  shall  receive  a credit  against  Rent in the
                    amount of any payments  received (less  Landlord's  share of
                    any  excess).   However,  by  accepting  any  such  payments
                    directly  from the  subtenant,  whether  as a result  of the
                    foregoing or  otherwise,  Landlord does not waive any claims
                    against  the Tenant  hereunder  or release  Tenant  from any
                    obligations under this Lease, nor recognize the subtenant as
                    the tenant under the Lease.

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

         E.         Tenant may assign its entire  interest under this Lease to a
                    successor to Tenant by purchase,  merger,  consolidation  or
                    reorganization  without  the consent of  Landlord,  provided
                    that  all of  the  following  conditions  are  satisfied  (a
                    "Permitted  Transfer"):  (1) Tenant is not in default  under
                    this  Lease;  (2)  Tenant's   successor  shall  own  all  or
                    substantially  all of the  assets of  Tenant;  (3)  Tenant's
                    successor  shall have a net worth which is at least equal to
                    the greater of Tenant's  net worth at the date of this Lease
                    or  Tenant's  net worth as of the day prior to the  proposed
                    purchase, merger,  consolidation or reorganization;  (4) the
                    Permitted  Use does not  allow the  Premises  to be used for
                    retail purposes;  and (5) Tenant shall give Landlord written
                    notice at least 30 days prior to the  effective  date of the
                    proposed purchase, merger,  consolidation or reorganization.
                    Tenant's  notice to Landlord shall include  information  and
                    documentation  showing that each of the above conditions has
                    been satisfied. If requested by Landlord, Tenant's successor
                    shall  sign a  commercially  reasonable  form of  assumption
                    agreement.

XIII.    Liens.

         The  interest of Landlord in the  Premises  shall not be subject in any
way to any liens,  including  construction  liens,  for improvements to or other
work  performed  with  respect to the  Premises  by or on behalf of Tenant.  The
Tenant shall have no power or authority to create any lien or permit any lien to
attach to the  present  estate,  reversion,  or other  estate of Landlord in the
Premises  or in  the  Property  and  all  mechanics,  materialmen,  contractors,
artisans,  and other parties  contracting with Tenant or its  representatives or
privies  with  respect to the  Premises or any part of the  Premises  are hereby
charged  with notice that they must look to the Tenant to secure  payment of any
bill for work done or material  furnished  or for any other  purpose  during the
term of this Lease.  Without  limiting the generality of the  foregoing,  Tenant
agrees to obtain and deliver to Landlord  written and  unconditional  waivers of
construction liens upon the Premises and the Property, for all work or materials
to be furnished to the Premises at the request or direction of Tenant  signed by
all architects, engineers, designers, contractors, subcontractors,  materialmen,
and laborers who become  involved in such work.  Notwithstanding  the foregoing,
Tenant,  at its expense,  shall cause any lien filed against the Premises or the
Property,  for work or materials claimed to have been furnished to Tenant, to be
discharged  of record or  properly  transferred  to a bond  pursuant  to Section
713.24,  Florida Statutes  (1991),  within ten (10) days after notice thereof to
Tenant.  If Tenant shall fail to so discharge such lien or transfer it to a bond
as required  above,  then, in addition to any other right or remedy of Landlord,
Landlord  may, but shall not be obligated to discharge or transfer the same to a
bond. Any amount paid by Landlord for any of the aforesaid  purposes,  including

<PAGE>

reasonable attorneys' fees (if and to the extent permitted by Law) shall be paid
by Tenant to Landlord on demand as Additional  Base Rental.  Landlord shall have
the  right to post and keep  posted  on the  Premises  any  notices  that may be
provided by Law or which  Landlord may deem to be proper for the  protection  of
Landlord,  the Premises and the  Building  from such liens.  Tenant shall notify
every  contractor  making  improvements to the Premises that the interest of the
Landlord in the Premises shall not be subject to liens for  improvements  to the
Premises  or for other work  performed  with  respect to the  Premises  by or on
behalf of Tenant. Upon request from Landlord, Tenant shall execute,  acknowledge
and deliver  without  charge a memorandum of lease or notice in recordable  form
containing a confirmation  that the interest of the Landlord in the Premises and
Property shall not be subject to liens for  improvements  to the Premises or for
other work performed with respect to the Premises by or on behalf of Tenant.

XIV.     Indemnity and Waiver of Claims.

         A.         Except to the  extent  caused by the  negligence  or willful
                    misconduct  of  Landlord  or any  Landlord  Related  Parties
                    (defined  below),  Tenant shall  indemnify,  defend and hold
                    Landlord, its trustees, members, principals,  beneficiaries,
                    partners,  officers,  directors,   employees,   Mortgagee(s)
                    (defined  in  Article  XXVI) and agents  ("Landlord  Related
                    Parties")   harmless   against  and  from  all  liabilities,
                    obligations,  damages,  penalties,  claims,  actions, costs,
                    charges  and  expenses,   including,   without   limitation,
                    reasonable  attorneys' fees and other  professional fees (if
                    and to the extent  permitted  by Law),  which may be imposed
                    upon, incurred by or asserted against Landlord or any of the
                    Landlord Related Parties and arising out of or in connection
                    with any damage or injury  occurring  in the Premises or any
                    acts or omissions  (including  violations of Law) of Tenant,
                    the  Tenant  Related  Parties  (defined  below)  or  any  of
                    Tenant's transferees, contractors or licensees.

         B.         Except to the  extent  caused by the  negligence  or willful
                    misconduct of Tenant or any Tenant Related Parties  (defined
                    below),  Landlord shall  indemnify,  defend and hold Tenant,
                    its trustees, members, principals, beneficiaries,  partners,
                    officers,  directors,  employees and agents ("Tenant Related
                    Parties")   harmless   against  and  from  all  liabilities,
                    obligations,  damages,  penalties,  claims,  actions, costs,
                    charges  and  expenses,   including,   without   limitation,
                    reasonable  attorneys' fees and other  professional fees (if
                    and to the extent  permitted  by Law),  which may be imposed
                    upon,  incurred by or asserted  against Tenant or any of the
                    Tenant  Related  Parties and arising out of or in connection
                    with the acts or omissions (including  violations of Law) of
                    Landlord,  the Landlord Related Parties or any of Landlord's
                    contractors.

         C.         Landlord  and the  Landlord  Related  Parties  shall  not be
                    liable for, and Tenant waives, all claims for loss or damage
                    to Tenant's  business  or loss,  theft or damage to Tenant's
                    Property or the property of any person  claiming by, through
                    or under Tenant resulting from: (1) wind or weather; (2) the
                    failure  of  any  sprinkler,   heating  or  air-conditioning
                    equipment,  any electric  wiring or any gas,  water or steam
                    pipes;  (3) the  backing up of any sewer pipe or  downspout;
                    (4) the  bursting,  leaking or  running  of any tank,  water
                    closet,  drain or other pipe; (5) water, snow or ice upon or
                    coming  through  the  roof,  skylight,   stairs,   doorways,
                    windows, walks or any other place upon or near the Building;
                    (6) any act or omission of any party other than  Landlord or
                    Landlord Related Parties;  and (7) any causes not reasonably
                    within the control of Landlord.  Tenant shall insure  itself
                    against such losses under Article XV below.

XV.      Insurance.

         Tenant  shall carry and  maintain the  following  insurance  ("Tenant's
Insurance"),  at its sole cost and expense:  (1)  Commercial  General  Liability
Insurance  applicable  to the Premises and its  appurtenances  providing,  on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business   Interruption  Insurance,  including  flood  and  earthquake,
written  at  replacement  cost  value and with a  replacement  cost  endorsement
covering all of Tenant's trade fixtures, equipment, furniture and other personal
property within the Premises ("Tenant's  Property");  (3) Workers'  Compensation
Insurance  as  required  by the state in which the  Premises  is located  and in
amounts as may be required by applicable  statute;  and (4) Employers  Liability
Coverage of at least  $1,000,000.00  per occurrence.  Any company writing any of
Tenant's  Insurance shall have an A.M. Best rating of not less than A-VIII.  All
Commercial  General  Liability  Insurance  policies shall name Tenant as a named
insured and Landlord (or any  successor),  Equity  Office  Properties  Trust,  a
Maryland real estate  investment  trust, EOP Operating  Limited  Partnership,  a
Delaware  limited  partnership,   and  their  respective  members,   principals,
beneficiaries,  partners, officers, directors,  employees, and agents, and other

<PAGE>

designees  of  Landlord as the  interest  of such  designees  shall  appear,  as
additional   insureds.   All  policies  of  Tenant's   Insurance  shall  contain
endorsements  that the insurer(s) shall give Landlord and its designees at least
30 days' advance  written  notice of any change,  cancellation,  termination  or
lapse  of  insurance.  Tenant  shall  provide  Landlord  with a  certificate  of
insurance  evidencing  Tenant's  Insurance  prior to the earlier to occur of the
Commencement Date or the date Tenant is provided with possession of the Premises
for any reason,  and upon  renewals at least 15 days prior to the  expiration of
the  insurance  coverage.  So long  as the  same is  available  at  commercially
reasonable rates,  Landlord shall maintain so called All Risk property insurance
on the Building at replacement cost value, as reasonably  estimated by Landlord.
Except as specifically  provided to the contrary,  the limits of either party's'
insurance shall not limit such party's liability under this Lease.

XVI.     Subrogation.

         Notwithstanding  anything in this Lease to the  contrary,  Landlord and
Tenant hereby waive and shall cause their respective insurance carriers to waive
any and all rights of recovery,  claim,  action or causes of action  against the
other  and  their  respective  trustees,  principals,  beneficiaries,  partners,
officers,  directors,  agents,  and  employees,  for any loss or damage that may
occur to Landlord or Tenant or any party  claiming by, through or under Landlord
or Tenant, as the case may be, with respect to Tenant's Property,  the Building,
the Premises,  any additions or improvements to the Building or Premises, or any
contents thereof, including all rights of recovery, claims, actions or causes of
action arising out of the negligence of Landlord or any Landlord Related Parties
or the negligence of Tenant or any Tenant Related Parties,  which loss or damage
is (or would have been,  had the insurance  required by this Lease been carried)
covered by insurance.

XVII.    Casualty Damage.

         A.         If all or any part of the  Premises  is  damaged  by fire or
                    other casualty,  Tenant shall immediately notify Landlord in
                    writing.  During  any  period of time that all or a material
                    portion of the Premises is rendered untenantable as a result
                    of a fire or other  casualty,  the Rent shall  abate for the
                    portion of the Premises that is untenantable and not used by
                    Tenant.  Landlord  shall  have the right to  terminate  this
                    Lease if: (1) the  Building  shall be  damaged  so that,  in
                    Landlord's  reasonable judgment,  substantial  alteration or
                    reconstruction of the Building shall be required (whether or
                    not the  Premises  has been  damaged);  (2)  Landlord is not
                    permitted  by Law to rebuild the  Building in  substantially
                    the same form as existed  before the fire or  casualty;  (3)
                    the Premises have been materially  damaged and there is less
                    than 2  years  of the  Term  remaining  on the  date  of the
                    casualty;  (4) any  Mortgagee  requires  that the  insurance
                    proceeds be applied to the payment of the mortgage  debt; or
                    (5) a  material  uninsured  loss  to  the  Building  occurs.
                    Landlord may  exercise its right to terminate  this Lease by
                    notifying Tenant in writing within 90 days after the date of
                    the casualty.  If Landlord  does not  terminate  this Lease,
                    Landlord   shall   commence  and  proceed  with   reasonable
                    diligence  to  repair  and  restore  the  Building  and  the
                    Leasehold Improvements  (excluding any Alterations that were
                    performed by Tenant in violation of this Lease). However, in
                    no event  shall  Landlord be required to spend more than the
                    insurance proceeds received by Landlord.  Landlord shall not
                    be liable for any loss or damage to Tenant's  Property or to
                    the business of Tenant resulting in any way from the fire or
                    other  casualty  or from the repair and  restoration  of the
                    damage.  Landlord and Tenant hereby waive the  provisions of
                    any Law relating to the matters  addressed in this  Article,
                    and agree  that  their  respective  rights  for damage to or
                    destruction  of the  Premises  shall be  those  specifically
                    provided in this Lease.

         B.         If  all  or  any  portion  of the  Premises  shall  be  made
                    untenantable by fire or other casualty, Landlord shall, with
                    reasonable   promptness,   cause  an  architect  or  general
                    contractor  selected  by Landlord  to provide  Landlord  and
                    Tenant  with a  written  estimate  of  the  amount  of  time
                    required   to   substantially   complete   the   repair  and
                    restoration of the Premises and make the Premises tenantable

<PAGE>
                    again,   using   standard   working   methods   ("Completion
                    Estimate").  If the Completion  Estimate  indicates that the
                    Premises cannot be made tenantable  within 270 days from the
                    date the repair and restoration is started,  then regardless
                    of anything in Section XVII.A above to the contrary,  either
                    party shall have the right to terminate this Lease by giving
                    written notice to the other of such election  within 10 days
                    after receipt of the Completion Estimate.  Tenant,  however,
                    shall not have the right to terminate this Lease if the fire
                    or  casualty  was caused by the  negligence  or  intentional
                    misconduct  of  Tenant,  Tenant  Related  Parties  or any of
                    Tenant's transferees, contractors or licensees.

XVIII.   Condemnation.

         Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or  quasi-public  use
under Law, by eminent  domain or private  purchase in lieu thereof (a "Taking").
Landlord  shall also have the right to terminate this Lease if there is a Taking
of any portion of the  Building or Property  which would leave the  remainder of
the Building  unsuitable for use as an office building in a manner comparable to
the  Building's  use  prior to the  Taking.  In order to  exercise  its right to
terminate  the Lease,  Landlord  or  Tenant,  as the case may be,  must  provide
written notice of termination to the other within 45 days after the  terminating
party  first  receives  notice  of the  Taking.  Any such  termination  shall be
effective as of the date the  physical  taking of the Premises or the portion of
the Building or Property occurs.  If this Lease is not terminated,  the Rentable
Square Footage of the Building,  the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall,  if applicable,  be  appropriately  adjusted.  In
addition,  Rent for any  portion of the  Premises  taken or  condemned  shall be
abated  during the  unexpired  Term of this Lease  effective  when the  physical
taking of the portion of the Premises  occurs.  All  compensation  awarded for a
Taking,  or sale  proceeds,  shall be the  property  of  Landlord,  any right to
receive  compensation  or proceeds being  expressly  waived by Tenant.  However,
Tenant  may file a  separate  claim at its sole cost and  expense  for  Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not  diminish  the award  which  would  otherwise  be  receivable  by
Landlord.

XIX.     Events of Default.

         Tenant  shall be  considered  to be in  default  of this Lease upon the
occurrence of any of the following events of default:

         A.         Tenant's  failure to pay when due all or any  portion of the
                    Rent,  if the  failure  continues  for 3 days after  written
                    notice to Tenant ("Monetary Default").

         B.         Tenant's  failure (other than a Monetary  Default) to comply
                    with any term,  provision or covenant of this Lease,  if the
                    failure is not cured within 10 days after written  notice to
                    Tenant.  However,  if  Tenant's  failure  to  comply  cannot
                    reasonably be cured within 10 days,  Tenant shall be allowed
                    additional  time (not to  exceed  60 days) as is  reasonably
                    necessary  to cure  the  failure  so  long  as:  (1)  Tenant
                    commences to cure the failure within 10 days, and (2) Tenant
                    diligently  pursues a course  of  action  that will cure the
                    failure  and  bring  Tenant  back into  compliance  with the
                    Lease.  However,  if  Tenant's  failure to comply  creates a
                    hazardous  condition,  the failure must be cured immediately
                    upon notice to Tenant.  In  addition,  if Landlord  provides
                    Tenant with  notice of  Tenant's  failure to comply with any
                    particular  term,  provision  or  covenant of the Lease on 3
                    occasions  during any 12 month period,  Tenant's  subsequent
                    violation  of such term,  provision  or covenant  shall,  at
                    Landlord's  option,  be an  incurable  event of  default  by
                    Tenant.

         C.         Tenant or any Guarantor becomes insolvent,  makes a transfer
                    in fraud of creditors or makes an assignment for the benefit
                    of creditors,  or admits in writing its inability to pay its
                    debts when due.

         D.       The leasehold estate is taken by process or operation of Law.

         E.       In the case of any ground floor or retail Tenant,  Tenant does
                  not take  possession  of, or  abandons  or vacates  all or any
                  portion of the Premises.

<PAGE>

         F.         Tenant is in default beyond any notice and cure period under
                    any  other  lease or  agreement  with  Landlord,  including,
                    without limitation, any lease or agreement for parking.

XX.      Remedies.

         A.       Upon any default, Landlord shall have the right without notice
                  or demand (except as provided in Article XIX) to pursue any of
                  its rights and remedies at Law or in equity, including any one
                  or more of the following remedies:

             1.     Terminate this Lease, in which case Tenant shall immediately
                    surrender  the  Premises  to  Landlord.  If Tenant  fails to
                    surrender  the Premises,  Landlord  may, in compliance  with
                    applicable  Law and without  prejudice to any other right or
                    remedy,  enter upon and take  possession of the Premises and
                    expel and remove  Tenant,  Tenant's  Property  and any party
                    occupying all or any part of the Premises.  Tenant shall pay
                    Landlord on demand the amount of all past due Rent and other
                    losses and damages which  Landlord may suffer as a result of
                    Tenant's default,  whether by Landlord's  inability to relet
                    the Premises on satisfactory terms or otherwise,  including,
                    without  limitation,  all Costs of Reletting (defined below)
                    and any  deficiency  that may arise  from  reletting  or the
                    failure to relet the Premises.  "Costs of  Reletting"  shall
                    include  all costs and  expenses  incurred  by  Landlord  in
                    reletting or attempting  to relet the  Premises,  including,
                    without   limitation,   reasonable  legal  fees,   brokerage
                    commissions,  the cost of alterations and the value of other
                    concessions or allowances granted to a new tenant.

             2.     Terminate  Tenant's right to possession of the Premises and,
                    in compliance  with applicable Law, expel and remove Tenant,
                    Tenant's  Property and any parties occupying all or any part
                    of the  Premises.  Landlord  may (but shall not be obligated
                    to) relet all or any part of the Premises, without notice to
                    Tenant,  for a term  that may be  greater  or less  than the
                    balance  of the  Term  and on  such  conditions  (which  may
                    include  concessions,  free  rent  and  alterations  of  the
                    Premises)  and for such  uses as  Landlord  in its  absolute
                    discretion shall determine. Landlord may collect and receive
                    all rents and other income from the reletting.  Tenant shall
                    pay  Landlord  on  demand  all past due  Rent,  all Costs of
                    Reletting and any  deficiency  arising from the reletting or
                    failure  to  relet  the  Premises.  Landlord  shall  not  be
                    responsible  or liable  for the  failure to relet all or any
                    part of the Premises or for the failure to collect any Rent.
                    The re-entry or taking of possession  of the Premises  shall
                    not be  construed  as an election  by Landlord to  terminate
                    this Lease unless a written  notice of  termination is given
                    to Tenant.

             3.     In lieu of  calculating  damages  under  Sections  XX.A.1 or
                    XX.A.2  above,  Landlord may elect to receive as damages the
                    sum of (a) all Rent accrued  through the date of termination
                    of this Lease or Tenant's  right to  possession,  and (b) an
                    amount  equal to the total Rent that Tenant  would have been
                    required to pay for the remainder of the Term  discounted to
                    present  value at the Prime Rate  (defined in Section  XX.B.
                    below) then in effect,  minus the then  present  fair rental
                    value  of the  Premises  for  the  remainder  of  the  Term,
                    similarly discounted,  after deducting all anticipated Costs
                    of Reletting.

         B.         Unless  expressly  provided  otherwise  in this  Lease,  the
                    repossession  or  re-entering  of  all or  any  part  of the
                    Premises  shall not relieve  Tenant of its  liabilities  and
                    obligations  under the Lease. No right or remedy of Landlord
                    shall be exclusive of any other right or remedy.  Each right
                    and remedy shall be cumulative  and in addition to any other
                    right and remedy now or  subsequently  available to Landlord
                    at Law or in equity.  If Landlord  declares  Tenant to be in
                    default,  Landlord shall be entitled to receive  interest on
                    any  unpaid  item of Rent at a rate  equal to the Prime Rate
                    plus 4% per annum.  For  purposes  hereof,  the "Prime Rate"
                    shall be the per annum  interest rate publicly  announced as
                    its prime or base rate by a federally  insured bank selected
                    by Landlord  in the state in which the  Building is located.
                    Forbearance  by  Landlord  to enforce  one or more  remedies
                    shall not constitute a waiver of any default.

<PAGE>

XXI.     Limitation of Liability.

         NOTWITHSTANDING  ANYTHING TO THE CONTRARY  CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE  INTEREST  OF  LANDLORD  IN THE  PROPERTY.  TENANT  SHALL LOOK  SOLELY TO
LANDLORD'S  INTEREST IN THE  PROPERTY  FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST  LANDLORD.  NEITHER  LANDLORD  NOR ANY LANDLORD  RELATED  PARTY SHALL BE
PERSONALLY  LIABLE FOR ANY  JUDGMENT OR  DEFICIENCY.  BEFORE  FILING SUIT FOR AN
ALLEGED  DEFAULT BY LANDLORD,  TENANT SHALL GIVE  LANDLORD AND THE  MORTGAGEE(S)
(DEFINED IN ARTICLE  XXVI BELOW) WHOM TENANT HAS BEEN  NOTIFIED  HOLD  MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE  PROPERTY,  BUILDING OR PREMISES,  NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

XXII.    No Waiver.

         Either  party's  failure  to  declare  a default  immediately  upon its
occurrence,  or delay in taking  action  for a default  shall not  constitute  a
waiver of the  default,  nor shall it  constitute  an estoppel.  Either  party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default. Receipt by Landlord of Tenant's keys to
the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII.  Quiet Enjoyment.

         Tenant shall,  and may  peacefully  have,  hold and enjoy the Premises,
subject  to the terms of this  Lease,  provided  Tenant  pays the Rent and fully
performs  all of its  covenants  and  agreements.  This  covenant  and all other
covenants of Landlord  shall be binding upon  Landlord and its  successors  only
during its or their respective  periods of ownership of the Building,  and shall
not be a personal covenant of Landlord or the Landlord Related Parties.

XXIV. Relocation.

         Landlord,  at its expense,  at any time before or during the Term,  may
relocate Tenant from the Premises to reasonably  comparable  space  ("Relocation
Space") within the Building or adjacent  buildings  within the same project upon
60  days'  prior  written  notice  to  Tenant.  From and  after  the date of the
relocation, "Premises" shall refer to the Relocation Space into which Tenant has
been moved and the Base Rent and Tenant's Pro Rata Share shall be adjusted based
on the rentable  square  footage of the  Relocation  Space.  Landlord  shall pay
Tenant's  reasonable  costs for moving  Tenant's  furniture  and  equipment  and
printing and  distributing  notices to Tenant's  customers of Tenant's change of
address and one month's supply of stationery showing the new address.

XXV.     Holding Over.

         Except for any  permitted  occupancy by Tenant under  Article  VIII, if
Tenant fails to surrender the Premises at the expiration or earlier  termination
of this Lease,  occupancy of the Premises  after the  termination  or expiration
shall be that of a tenancy at  sufferance.  Tenant's  occupancy  of the Premises
during the  holdover  shall be subject to all the terms and  provisions  of this
Lease and Tenant shall pay an amount (on a per month basis without reduction for
partial months during the holdover) equal to 150% of the greater of: (1) the sum
of the Base Rent and Additional  Rent due for the period  immediately  preceding
the holdover; or (2) the fair market gross rental for the Premises as reasonably
determined  by  Landlord.  No holdover by Tenant or payment by Tenant  after the
expiration or early  termination  of this Lease shall be construed to extend the
Term, to create a  tenancy-at-will  under Florida law, or prevent  Landlord from
immediate  recovery of  possession  of the  Premises by summary  proceedings  or
otherwise. In addition to the payment of the amounts provided above, if Landlord
is unable to deliver  possession of the Premises to a new tenant,  or to perform
improvements for a new tenant, as a result of Tenant's holdover and Tenant fails
to  vacate  the  Premises  within  15 days  after  Landlord  notifies  Tenant of
Landlord's  inability to deliver  possession,  or perform  improvements,  Tenant
shall be liable to Landlord  for all  damages,  including,  without  limitation,
consequential damages, that Landlord suffers from the holdover.

<PAGE>

XXVI.    Subordination to Mortgages; Estoppel Certificate.

         Tenant accepts this Lease subject and  subordinate to any  mortgage(s),
deed(s) of trust,  ground lease(s) or other lien(s) now or subsequently  arising
upon the Premises, the Building or the Property, and to renewals, modifications,
refinancings and extensions thereof (collectively  referred to as a "Mortgage").
The  party  having  the  benefit  of  a  Mortgage  shall  be  referred  to  as a
"Mortgagee".  This  clause  shall be  self-operative,  but upon  request  from a
Mortgagee,   Tenant  shall  execute  a  commercially  reasonable   subordination
agreement in favor of the Mortgagee.  In lieu of having the Mortgage be superior
to this Lease, a Mortgagee  shall have the right at any time to subordinate  its
Mortgage to this Lease. If requested by a successor-in-interest to all or a part
of Landlord's interest in the Lease, Tenant shall, without charge, attorn to the
successor-in-interest.  Landlord  and Tenant  shall  each,  within 10 days after
receipt of a written  request  from the other,  execute  and deliver an estoppel
certificate to those parties as are reasonably requested by the other (including
a Mortgagee or prospective purchaser).  The estoppel certificate shall include a
statement  certifying that this Lease is unmodified (except as identified in the
estoppel  certificate)  and in full force and  effect,  describing  the dates to
which Rent and other charges have been paid,  representing that, to such party's
actual  knowledge,  there is no default  (or  stating  the nature of the alleged
default)  and  indicating  other  matters  with  respect  to the Lease  that may
reasonably be requested.

XXVII.   Attorneys' Fees.

         If either party institutes a suit against the other for violation of or
to  enforce  any  covenant  or  condition  of this  Lease,  or if  either  party
intervenes  in any suit in which the other is a party to enforce or protect  its
interest or rights,  the prevailing  party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.

XXVIII. Notice.

         If  a  demand,  request,  approval,  consent  or  notice  (collectively
referred to as a "notice")  shall or may be given to either  party by the other,
the notice shall be in writing and  delivered by hand or sent by  registered  or
certified mail with return receipt  requested,  or sent by overnight or same day
courier  service  at the  party's  respective  Notice  Address(es)  set forth in
Article I,  except that if Tenant has  vacated  the  Premises  (or if the Notice
Address  for Tenant is other than the  Premises,  and  Tenant has  vacated  such
address)  without  providing  Landlord a new Notice Address,  Landlord may serve
notice in any manner  described in this Article or in any other manner permitted
by Law.  Each  notice  shall be  deemed to have  been  received  or given on the
earlier to occur of actual delivery (which, in the case of hand delivery, may be
deemed "actually delivered" by posting same on the exterior door of the Premises
or  Landlord's  management  office,  as the  case  may be) or the  date on which
delivery is refused,  or, if Tenant has vacated the Premises or the other Notice
Address of Tenant without  providing a new Notice Address,  three (3) days after
notice is  deposited  in the U.S.  mail or with a courier  service in the manner
described  above.  Either party may, at any time,  change its Notice  Address by
giving the other party written notice of the new address in the manner described
in this Article.

XXIX. Excepted Rights.

         This  Lease does not grant any rights to light or air over or about the
Building.  Landlord  excepts and reserves  exclusively to itself the use of: (1)
roofs, (2) telephone,  electrical and janitorial  closets,  (3) equipment rooms,
Building  risers or similar areas that are used by Landlord for the provision of
Building  services,  (4) rights to the land and improvements  below the floor of
the Premises,  (5) the improvements  and air rights above the Premises,  (6) the
improvements and air rights outside the demising walls of the Premises,  and (7)
the areas within the Premises  used for the  installation  of utility  lines and
other installations serving occupants of the Building. Landlord has the right to
change the Building's name or address.  Landlord also has the right to make such
other  changes to the  Property  and  Building  as Landlord  deems  appropriate,
provided  the  changes  do not  materially  affect  Tenant's  ability to use the
Premises for the Permitted Use.  Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably  determines
that there is an imminent  danger of  significant  damage to the  Building or of
personal  injury to Landlord's  employees or the occupants of the Building.  The
circumstances  under which  Landlord may  temporarily  close the Building  shall
include,  without  limitation,  electrical  interruptions,  hurricanes and civil
disturbances.  A closure  of the  Building  under such  circumstances  shall not
constitute  a  constructive  eviction  nor  entitle  Tenant to an  abatement  or
reduction of Rent.

<PAGE>

XXX. Surrender of Premises.

         At the  expiration  or earlier  termination  of this Lease or  Tenant's
right of possession,  Tenant shall remove Tenant's  Property (defined in Article
XV) from the Premises,  and quit and  surrender the Premises to Landlord,  broom
clean, and in good order, condition and repair, ordinary wear and tear excepted.
Tenant shall also be required to remove the Required  Removables  in  accordance
with Article VIII. If Tenant fails to remove any of Tenant's  Property  within 2
days after the  termination  of this Lease or of Tenant's  right to  possession,
Landlord,  at  Tenant's  sole  cost  and  expense,  shall be  entitled  (but not
obligated) to remove and store Tenant's  Property without liability to Landlord.
Landlord shall not be responsible for the value,  preservation or safekeeping of
Tenant's  Property.  Tenant shall pay  Landlord,  upon demand,  the expenses and
storage charges incurred for Tenant's Property.  In addition, if Tenant fails to
remove  Tenant's  Property  from the  Premises or  storage,  as the case may be,
within  30 days  after  written  notice,  Landlord  may  deem all or any part of
Tenant's  Property  to be  abandoned,  and title to Tenant's  Property  shall be
deemed to be immediately vested in Landlord.

XXXI. Miscellaneous.

         A.         This  Lease and the rights and  obligations  of the  parties
                    shall be  interpreted,  construed and enforced in accordance
                    with the Laws of the state in which the  Building is located
                    and Landlord and Tenant  hereby  irrevocably  consent to the
                    jurisdiction  and proper venue of such state. If any term or
                    provision  of this  Lease  shall to any extent be invalid or
                    unenforceable,  the  remainder  of this  Lease  shall not be
                    affected,  and each  provision  of this Lease shall be valid
                    and  enforced to the fullest  extent  permitted  by Law. The
                    headings  and titles to the  Articles  and  Sections of this
                    Lease are for  convenience  only and shall have no effect on
                    the interpretation of any part of the Lease.

         B.         Tenant shall not record this Lease or any memorandum without
                    Landlord's prior written consent.

         C.         Landlord and Tenant  hereby waive any right to trial by jury
                    in any proceeding based upon a breach of this Lease.

         D.       Whenever a period of time is  prescribed  for the taking of an
                  action  by  Landlord  or  Tenant,  the  period of time for the
                  performance  of such action shall be extended by the number of
                  days that the performance is actually  delayed due to strikes,
                  acts of God,  shortages  of labor  or  materials,  war,  civil
                  disturbances and other causes beyond the reasonable control of
                  the performing  party ("Force  Majeure").  However,  events of
                  Force  Majeure  shall not  extend  any  period of time for the
                  payment of Rent or other sums  payable by either  party or any
                  period of time for the written  exercise of an option or right
                  by either party.

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

         F.       Tenant  represents  that it has dealt  directly  with and only
                  with the  Broker as a broker in  connection  with this  Lease.
                  Tenant  shall  indemnify  and hold  Landlord  and the Landlord
                  Related Parties harmless from all claims of any other brokers,
                  agents  or  finders  claiming  to have  represented  Tenant in
                  connection  with this Lease.  Landlord agrees to indemnify and
                  hold Tenant and the Tenant Related  Parties  harmless from all
                  claims of any  brokers,  agents or  finders  claiming  to have
                  represented Landlord in connection with this Lease.

         G.         Tenant  covenants,  warrants and  represents  that: (1) each
                    individual executing, attesting and/or delivering this Lease
                    on  behalf of  Tenant  is  authorized  to do so on behalf of
                    Tenant;  (2) this  Lease is  binding  upon  Tenant;  and (3)
                    Tenant is duly  organized and legally  existing in the state
                    of its  organization  and is qualified to do business in the
                    state in which the Premises  are  located.  If there is more
                    than one Tenant,  or if Tenant is comprised of more than one
                    party or entity,  the obligations  imposed upon Tenant shall
                    be joint and  several  obligations  of all the  parties  and
                    entities. Notices, payments and agreements given or made by,
                    with or to any one person or entity  shall be deemed to have
                    been given or made by, with and to all of them.

<PAGE>

         H.       Time is of the  essence  with  respect  to payment of Rent and
                  Tenant's  exercise  of any  expansion,  renewal  or  extension
                  rights  granted to Tenant.  This Lease  shall  create only the
                  relationship  of landlord and tenant between the parties,  and
                  not a  partnership,  joint venture or any other  relationship.
                  This  Lease and the  covenants  and  conditions  in this Lease
                  shall  inure only to the  benefit of and be binding  only upon
                  Landlord  and  Tenant  and  their  permitted   successors  and
                  assigns.

         I.       The  expiration  of the  Term,  whether  by  lapse  of time or
                  otherwise,  shall not relieve either party of any  obligations
                  which  accrued  prior to or which may continue to accrue after
                  the  expiration or early  termination  of this Lease.  Without
                  limiting  the scope of the prior  sentence,  it is agreed that
                  Tenant's  obligations under Sections IV.A,  IV.B.,  VIII, XIV,
                  XX,  XXV  and  XXX  shall  survive  the  expiration  or  early
                  termination of this Lease.

         J.       Landlord  has  delivered  a copy of this  Lease to Tenant  for
                  Tenant's  review  only,  and  the  delivery  of  it  does  not
                  constitute  an offer to Tenant or an option.  This Lease shall
                  not be  effective  against any party  hereto until an original
                  copy of this Lease has been signed by such party.

         K.       All understandings and agreements  previously made between the
                  parties are  superseded  by this Lease,  and neither  party is
                  relying upon any  warranty,  statement or  representation  not
                  contained in this Lease.  This Lease may be modified only by a
                  written agreement signed by Landlord and Tenant.

         L.       Tenant,  within 15 days after request,  shall provide Landlord
                  with a current financial  statement and such other information
                  as  Landlord  may  reasonably  request  in order  to  create a
                  "business profile" of Tenant and determine Tenant's ability to
                  fulfill its obligations under this Lease.  Landlord,  however,
                  shall not require  Tenant to provide such  information  unless
                  Landlord is requested to produce the information in connection
                  with a  proposed  financing  or  sale  of the  Building.  Upon
                  written  request  by  Tenant,  Landlord  shall  enter  into  a
                  commercially reasonable confidentiality agreement covering any
                  confidential information that is disclosed by Tenant.

         M.       Pursuant to Florida Statute 404.056  (subsection 8), Tenant is
                  hereby notified that radon is naturally occurring  radioactive
                  gas  that,  when  accumulated  in  a  building  in  sufficient
                  quantities,  may  present  health  risks  to  persons  who are
                  exposed to it over time.  Levels of radon that exceed  federal
                  and state  guidelines have been found in buildings in Florida.
                  Additional  information  regarding radon and radon testing may
                  be obtained from your county public health unit.

XXXII. Entire Agreement.

         This Lease and the following  exhibits and  attachments  constitute the
entire  agreement  between the parties and  supersede all prior  agreements  and
understandings related to the Premises,  including all lease proposals,  letters
of intent and other  documents:  Exhibit A (Outline and  Location of  Premises),
Exhibit  B  (Rules  and   Regulations),   Exhibit  C   (Commencement   Letter  -
(Intentionally  Deleted)),  Exhibit  D (Work  Letter  Agreement)  and  Exhibit E
(Additional Provisions).

<PAGE>

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


WITNESS/ATTEST:    LANDLORD:

                   SUNTRUST CENTER, L.L.C., a Delaware limited liability company

                   By:      EOP  Operating  Limited   Partnership,   a  Delaware
                            limited partnership, its administrative managing
                            member

                   By:      Equity  Office  Properties  Trust,  a Maryland  real
                            estate   investment   trust,  its  managing  general
                            partner

__________________________           By:__________________________

Name (print):  ________________      Name:__________________________

___________________________          Title:__________________________

Name (print):________________

WITNESS/ATTEST:                           TENANT:

                                          GSI TECHNOLOGIES USA INC., a Delaware
                                          corporation

                                          By:_____________________________

                                          Name:_____________________________
Name (print):  ________________
                                          Title:_____________________________
_______________________________

Name (print): ________________

______________________________

_____________

<PAGE>

                                    EXHIBIT A

                        OUTLINE AND LOCATION OF PREMISES


         This  Exhibit is  attached  to and made a part of the Lease dated as of
_____________, 2000, by and between SUNTRUST CENTER, L.L.C. ("Landlord") and GSI
TECHNOLOGIES  USA INC.  ("Tenant") for space in the Building  located at 200/250
South Orange Avenue, Orlando, Florida 32801, commonly known as SunTrust Center.

<PAGE>

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

         The following rules and regulations shall apply,  where applicable,  to
the Premises,  the Building,  the parking  garage (if any), the Property and the
appurtenances. Capitalized terms have the same meaning as defined in the Lease.

1.       Sidewalks,  doorways,  vestibules,  halls,  stairways and other similar
         areas  shall not be  obstructed  by  Tenant  or used by Tenant  for any
         purpose  other than  ingress  and egress to and from the  Premises.  No
         rubbish, litter, trash, or material shall be placed, emptied, or thrown
         in those areas.  At no time shall Tenant permit  Tenant's  employees to
         loiter in Common Areas or elsewhere about the Building or Property.

2.       Plumbing  fixtures and  appliances  shall be used only for the purposes
         for which designed, and no sweepings, rubbish, rags or other unsuitable
         material  shall be  thrown or placed  in the  fixtures  or  appliances.
         Damage  resulting  to fixtures  or  appliances  by Tenant,  its agents,
         employees or invitees,  shall be paid for by Tenant, and Landlord shall
         not be responsible for the damage.

3.       No signs,  advertisements  or  notices  shall be  painted or affixed to
         windows,  doors or other parts of the  Building,  except  those of such
         color,  size, style and in such places as are first approved in writing
         by  Landlord.  All  tenant  identification  and  suite  numbers  at the
         entrance to the Premises  shall be  installed by Landlord,  at Tenant's
         cost and expense, using the standard graphics for the Building.  Except
         in  connection  with  the  hanging  of  lightweight  pictures  and wall
         decorations,  no nails, hooks or screws shall be inserted into any part
         of  the  Premises  or  Building  except  by  the  Building  maintenance
         personnel.

4.       Landlord  may provide and  maintain in the first floor (main  lobby) of
         the Building an alphabetical  directory board or other directory device
         listing  tenants,  and no other  directory  shall be  permitted  unless
         previously consented to by Landlord in writing.

5.       Tenant  shall not  place any  lock(s)  on any door in the  Premises  or
         Building  without  Landlord's  prior written consent and Landlord shall
         have the  right to  retain  at all  times  and to use keys to all locks
         within and into the Premises.  A reasonable number of keys to the locks
         on the entry doors in the  Premises  shall be  furnished by Landlord to
         Tenant at Tenant's cost, and Tenant shall not make any duplicate  keys.
         All keys shall be  returned  to  Landlord  at the  expiration  or early
         termination of this Lease.

6.       All   contractors,   contractor's   representatives   and  installation
         technicians  performing  work  in the  Building  shall  be  subject  to
         Landlord's  prior  approval  and  shall  be  required  to  comply  with
         Landlord's standard rules, regulations,  policies and procedures, which
         may be revised from time to time.

7.       Movement in or out of the Building of furniture or office  equipment,
         or dispatch or receipt by Tenant of merchandise  or materials
         requiring the use of elevators,  stairways,  lobby areas or loading
         dock areas, shall be restricted to hours  designated by Landlord.
         Tenant shall obtain  Landlord's  prior  approval by providing a
         detailed  listing of the activity.  If approved by Landlord,  the
         activity  shall be under the supervision  of Landlord and  performed in
         the manner  required by Landlord.  Tenant shall assume all risk for
         damage to  articles  moved and injury to any  persons  resulting  from
         the  activity.  If  equipment, property,  or  personnel  of  Landlord
         or of any other  party is  damaged or injured as a result of or in
         connection with the activity, Tenant shall be solely liable for any
         resulting damage or loss.

8.       Landlord shall have the right to approve the weight,  size, or location
         of heavy equipment or articles in and about the Premises. Damage to the
         Building by the  installation,  maintenance,  operation,  existence  or
         removal of  property  of Tenant  shall be  repaired  at  Tenant's  sole
         expense.

9.       Corridor doors, when not in use, shall be kept closed.

10.      Tenant shall not:  (1) make or permit any  improper,  objectionable  or
         unpleasant noises or odors in the Building,  or otherwise  interfere in

<PAGE>

         any way with other tenants or persons  having  business with them;  (2)
         solicit  business or  distribute,  or cause to be  distributed,  in any
         portion of the  Building,  handbills,  promotional  materials  or other
         advertising;  or (3) conduct or permit other activities in the Building
         that might, in Landlord's sole opinion, constitute a nuisance.

11.      No animals,  except those assisting handicapped persons,  shall be
         brought into the Building or kept in or about the Premises.

12.      No  inflammable,  explosive  or  dangerous  fluids  or  substances
         shall be used or kept by Tenant in the Premises,  Building or about the
         Property.  Tenant shall not,  without  Landlord's  prior written
         consent, use,  store,  install,  spill,  remove,  release or dispose
         of,  within or about the Premises or any other portion of the Property,
         any  asbestos-containing  materials or any solid, liquid or gaseous
         material now or subsequently  considered  toxic or hazardous under the
         provisions of 42 U.S.C.  Section 9601 et seq. or any other  applicable
         environmental  Law which may now or later be in effect.  Tenant  shall
         comply with all Laws  pertaining  to and  governing  the use of these
         materials by Tenant,  and shall  remain  solely liable for the costs of
         abatement and removal.

13.      Tenant  shall not use or occupy the  Premises  in any manner or for any
         purpose  which  might  injure the  reputation  or impair the present or
         future value of the Premises or the Building.  Tenant shall not use, or
         permit any part of the Premises to be used,  for  lodging,  sleeping or
         for any illegal purpose.

14.      Tenant shall not take any action which would  violate  Landlord's
         labor  contracts or which would cause a work  stoppage,  picketing,
         labor  disruption  or dispute,  or  interfere  with  Landlord's  or
         any other tenant's or occupant's  business or with the rights and
         privileges of any person  lawfully in the Building("Labor Disruption").
         Tenant shall take the actions necessary to resolve the Labor
         Disruption,  and shall have  pickets  removed  and, at the request of
         Landlord,  immediately  terminate  any work in the Premises that gave
         rise to the  Labor  Disruption,  until  Landlord  gives  its  written
         consent  for the work to resume.  Tenant shall have no claim for
         damages against  Landlord or any of the Landlord  Related Parties,
         nor shall the date of the commencement of the Term be extended as a
         result of the above actions.

15.      Tenant shall not install, operate or maintain in the Premises or in any
         other area of the Building,  electrical  equipment  that would overload
         the  electrical  system  beyond its capacity for proper,  efficient and
         safe  operation  as  determined  solely by  Landlord.  Tenant shall not
         furnish  cooling  or  heating  to  the  Premises,   including,  without
         limitation,  the use of  electronic  or gas  heating  devices,  without
         Landlord's  prior written  consent.  Tenant shall not use more than its
         proportionate  share of  telephone  lines and  other  telecommunication
         facilities available to service the Building.

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

17.      Bicycles  and other  vehicles  are not  permitted  inside the  Building
         or on the  walkways  outside  the Building, except in areas designated
         by Landlord.

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

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

20.      Tenant shall not canvass, solicit or peddle in or about the Building or
         the Property.

<PAGE>

21.      Neither  Tenant  nor its  agents,  employees,  contractors,  guests  or
         invitees shall smoke or permit smoking in the Common Areas,  unless the
         Common Areas have been declared a designated  smoking area by Landlord,
         nor shall the above  parties  allow smoke from the  Premises to emanate
         into the Common Areas or any other part of the Building. Landlord shall
         have the right to designate the Building  (including the Premises) as a
         non-smoking building.

22.      Landlord shall have the right to designate and approve  standard window
         coverings  for the Premises  and to establish  rules to assure that the
         Building presents a uniform exterior  appearance.  Tenant shall ensure,
         to the extent reasonably practicable,  that window coverings are closed
         on windows in the Premises while they are exposed to the direct rays of
         the sun.

23.      Deliveries to and from the Premises shall be made only at the times, in
         the areas and through the entrances  and exits  designated by Landlord.
         Tenant  shall not make  deliveries  to or from the Premises in a manner
         that might  interfere  with the use by any other tenant of its premises
         or of the  Common  Areas,  any  pedestrian  use,  or any use  which  is
         inconsistent with good business practice.

24.      The work of cleaning  personnel  shall not be hindered by Tenant  after
         5:30 P.M.,  and cleaning  work may be done at any time when the offices
         are vacant.  Windows,  doors and  fixtures  may be cleaned at any time.
         Tenant shall provide adequate waste and rubbish  receptacles to prevent
         unreasonable hardship to the cleaning service.


<PAGE>

                                    EXHIBIT C

                               COMMENCEMENT LETTER

                              INTENTIONALLY DELETED

<PAGE>

                                    EXHIBIT D

                                   WORK LETTER


         This  Exhibit is  attached  to and made a part of the Lease dated as of
_____________,  2000, by and between  SUNTRUST CENTER,  L.L.C.  ("Landlord") and
_GSI  TECHNOLOGIES  USA INC.  ("Tenant")  for space in the  Building  located at
200/250 South Orange Avenue, Orlando,  Florida 32801, commonly known as SunTrust
Center.


1.       This Work Letter shall set forth the obligations of Landlord and Tenant
         with respect to the preparation of the Premises for Tenant's occupancy.
         All improvements described in this Work Letter to be constructed in and
         upon the  Premises  by  Landlord  are  hereinafter  referred  to as the
         "Landlord  Work." It is agreed that  construction  of the Landlord Work
         will be  completed at Tenant's  sole cost and  expense,  subject to the
         Allowance  (as  defined  below).  Landlord  shall  enter  into a direct
         contract for the Landlord  Work with a general  contractor  selected by
         Landlord.  In addition,  Landlord shall have the right to select and/or
         approve of any  subcontractors  used in  connection  with the  Landlord
         Work.

2.       Tenant shall be solely  responsible  for the timely  preparation  and
         submission to Landlord of the final architectural,   electrical  and
         mechanical  construction  drawings,  plans  and  specifications
        (called "Plans")  necessary to construct the Landlord  Work,  which
         plans shall be subject to approval by Landlord and  Landlord's
         architect and engineers and shall comply with their  requirements  to
         avoid  aesthetic or other  conflicts with the design and function of
         the balance of the Building.  Tenant shall be responsible for all
         elements of the design of Tenant's plans  (including,  without
         limitation,  compliance  with law, functionality of design,  the
         structural  integrity of the design,  the  configuration of the
         premises and the placement of Tenant's  furniture,  appliances  and
         equipment),  and  Landlord's  approval of Tenant's plans shall in no
         event  relieve  Tenant of the  responsibility  for such design.  If
         requested by Tenant, Landlord's  architect will prepare the Plans
         necessary for such construction at Tenant's cost.  Whether or not the
         layout  and  Plans are  prepared  with the help (in  whole or in part)
         of  Landlord's  architect, Tenant agrees to remain solely  responsible
         for the timely  preparation  and  submission of the Plans and for all
         elements of the design of such Plans and for all costs  related
         thereto.  (The word  "architect" as used in this Exhibit D shall
         include an interior designer or space planner.)

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

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

5.       If Tenant  shall  request  any  change,  addition  or  alteration  in
         any of the Plans  after  approval by Landlord,  Landlord  shall have
         such  revisions  to the  drawings  prepared,  and Tenant  shall
         reimburse Landlord  for the  cost  thereof,  plus  any  applicable
         state  sales or use tax  thereon,  upon  demand.  Promptly upon
         completion of the revisions,  Landlord shall notify Tenant in writing
         of the increased cost which will be  chargeable  to Tenant by reason
         of such change,  addition or deletion.  Tenant,  within one (1)
         Business  Day,  shall  notify  Landlord in writing  whether it desires
         to proceed  with such  change, addition or deletion.  In the absence
         of such  written  authorization,  Landlord  shall have the option to
         continue work on the Premises disregarding the requested change,
         addition or alteration,  or Landlord may elect to discontinue  work on
         the Premises  until it receives  notice of Tenant's  decision.  In the
         event such revisions result in a higher estimate of the cost of
         construction  and/or higher actual  construction costs which exceed the
         Allowance,  such increased  estimate or costs shall be deemed Excess
         Costs pursuant to Paragraph 4 hereof and Tenant shall pay such Excess
         Costs,  plus any applicable  state sales or use tax thereon, upon
         demand.

<PAGE>

6.       Following  approval  of the  Plans  and the  payment  by  Tenant of the
         required portion of the Excess Costs, if any,  Landlord shall cause the
         Landlord Work to be constructed  substantially  in accordance  with the
         approved Plans. Landlord shall notify Tenant of substantial  completion
         of the Landlord Work.

7.       Landlord,  provided  Tenant  is  not  in  default,  agrees  to  provide
         Tenant  with  an  allowance  (the "Allowance")  in an  amount  not to
         exceed  $11,155.00  (i.e.,  $5.00  per  rentable  square  foot of the
         Premises)  to be  applied  toward  the  cost  of the  Landlord  Work
         in the  Premises.  In the  event  the Allowance shall not be sufficient
         to complete the Landlord Work,  Tenant shall pay the Excess Costs,
         plus any  applicable  state sales or use tax thereon,  as prescribed
         in paragraph 4 above.  In the event Tenant does not use the entire
         Allowance  by  September  1, 2000,  any unused  amount  shall  accrue
         to the sole benefit of Landlord,  it being agreed that Tenant shall
         not be entitled to any credit,  offset,  abatement or payment with
         respect thereto.

8.       Tenant  acknowledges  that the Landlord  Work may be performed by
         Landlord in the Premises  during  Normal Business  Hours  subsequent to
         the  Commencement  Date.  Landlord and Tenant agree to cooperate  with
         each other in order to  enable  the  Landlord  Work to be  performed
         in a  timely  manner  and with as  little inconvenience to the
         operation of Tenant's business as is reasonably  possible.
         Notwithstanding  anything herein to the contrary,  any delay in the
         completion of the Landlord  Work or  inconvenience  suffered by
         Tenant  during the  performance  of the Landlord Work shall not delay
         the  Commencement  Date nor shall it subject  Landlord to any liability
         for any loss or damage  resulting  therefrom,  or entitle Tenant to any
         credit, abatement or adjustment of Rent or other sums payable under the
         Lease.

9.       This Exhibit D shall not be deemed  applicable to any additional  space
         added  to the  original  Premises  at any  time or from  time to  time,
         whether by any options under the Lease or otherwise,  or to any portion
         of the original  Premises or any additions to the Premises in the event
         of a renewal or extension of the original  Term of this Lease,  whether
         by any  options  under  the Lease or  otherwise,  unless  expressly  so
         provided in the Lease or any amendment or supplement to the Lease.

<PAGE>

         Landlord and Tenant have  executed  this exhibit as of the day and year
first above written.


WITNESS/ATTEST:             LANDLORD:

                            SUNTRUST CENTER, L.L.C., a Delaware limited
                            liability company

                            By:      EOP  Operating  Limited   Partnership,   a
                                     Delaware  limited partnership, its
                                     administrative managing member

                                     By:      Equity  Office  Properties  Trust,
                                              a Maryland  real estate investment
                                              trust, its managing general
                                              partner

__________________________                    By:      _________________________

Name (print):  ________________               Name:    _________________________

___________________________                   Title:   _________________________

Name (print):  ________________


WITNESS/ATTEST:             TENANT:

                            GSI TECHNOLOGIES USA INC., a Delaware corporation

                            By:      _____________________________

Name(print):_______________ Name:    _____________________________

___________________________ Title:   _____________________________


Name (print): ________________

______________________________

<PAGE>

                                    EXHIBIT E

                              ADDITIONAL PROVISIONS

         This  Exhibit is  attached  to and made a part of the Lease dated as of
_____________, 2000, by and between SUNTRUST CENTER, L.L.C. ("Landlord") and GSI
TECHNOLOGIES  USA INC.  ("Tenant") for space in the Building  located at 200/250
South Orange Avenue, Orlando, Florida 32801, commonly known as SunTrust Center.


I.       PARKING.

         A.         During the initial Term,  Landlord shall lease to Tenant, or
                    cause the operator (the  "Operator") of the garage servicing
                    the Building (the  "Garage") to lease to Tenant,  and Tenant
                    shall lease from Landlord or such Garage Operator,  four (4)
                    unreserved parking spaces  (collectively,  the "Spaces") in,
                    or on the roof of,  the  Garage  or in the  surface  parking
                    areas,  if any,  serving  the  Building  (collectively,  the
                    "Parking  Areas")  for the use of Tenant and its  employees.
                    The unreserved  Spaces shall be leased at the rate of $75.00
                    per Space, per month,  plus applicable tax thereon,  as such
                    rates may be adjusted from  time-to-time to reflect the then
                    current  rate for such  parking  in the  Parking  Areas.  If
                    requested by Landlord,  Tenant shall  execute and deliver to
                    Landlord the standard parking  agreement used by Landlord or
                    the  Garage  Operator  (the  "Parking  Agreement")  for  the
                    Parking Areas or any portion thereof for such Spaces.

         B.         No  deductions  or  allowances  shall be made for days  when
                    Tenant or any of its employees  does not utilize the parking
                    facilities  or for  Tenant  utilizing  less  than all of the
                    Spaces.  Tenant  shall  not  have  the  right  to  lease  or
                    otherwise  use more  than the  number  of  Spaces  set forth
                    above.

         C.         Except  for  particular   spaces  and  areas  designated  by
                    Landlord or the Operator for reserved  parking,  all parking
                    in the Parking Areas shall be on an unreserved,  first-come,
                    first-served basis.

         D.         Landlord  shall  not  be  responsible  for  money,  jewelry,
                    automobiles  or other  personal  property  lost in or stolen
                    from the Parking  Areas  regardless  of whether such loss or
                    theft  occurs  when  the  Garage  or other  portions  of the
                    Parking  Area are  locked or  otherwise  secured.  Except as
                    caused by the  negligence or willful  misconduct of Landlord
                    and without  limiting the terms of the  preceding  sentence,
                    Landlord shall not be liable for any loss,  injury or damage
                    to persons using the Parking Areas or  automobiles  or other
                    property  therein,  it being  agreed  that,  to the  fullest
                    extent  permitted  by law, the use of the Spaces shall be at
                    the sole risk of Tenant and its employees.

         E.         Landlord or its  Operator  shall have the right from time to
                    time  to  designate  the  location  of  the  Spaces  and  to
                    promulgate  reasonable  rules and regulations  regarding the
                    Parking  Areas,  the Spaces and the use thereof,  including,
                    but not limited to, rules and  regulations  controlling  the
                    flow of traffic to and from various parking areas, the angle
                    and  direction of parking and the like.  Tenant shall comply
                    with and cause its  employees  to comply with all such rules
                    and  regulations,  all  reasonable  additions and amendments
                    thereto,  and  the  terms  and  provisions  of  the  Parking
                    Agreement.  In the event of a conflict between the terms and
                    provisions  of this  Lease and the  Parking  Agreement,  the
                    terms and provisions of this Lease shall control.

         F.         Tenant shall not store or permit its  employees to store any
                    automobiles  in the  Garage or on any other  portion  of the
                    Parking Areas without the prior written consent of Landlord.
                    Except for emergency repairs, Tenant and its employees shall
                    not perform any work on any automobiles while located in the
                    Parking  Areas or on the  Property.  If it is necessary  for
                    Tenant or its employees to leave an automobile in the Garage
                    or on any other  portion  of the  Parking  Areas  overnight,
                    Tenant shall  provide  Landlord  with prior  notice  thereof
                    designating  the  license  plate  number  and  model of such
                    automobile.
<PAGE>

         G.       Landlord shall have the right to temporarily  close the Garage
                  or, certain areas therein, or any other portion of the Parking
                  Areas in order to perform necessary  repairs,  maintenance and
                  improvements to the Garage or any other portion of the Parking
                  Areas.

         H.       Tenant shall not assign or sublease any of the Spaces  without
                  the  consent  of  Landlord.  Landlord  shall have the right to
                  terminate the agreement  contained in this Section I or in the
                  Parking  Agreement  with  respect  to any Spaces  that  Tenant
                  desires to sublet or assign.

         I.       Landlord may elect to provide parking cards or keys to control
                  access  to the  Garage  or any other  portion  of the  Parking
                  Areas.  In such event,  Landlord shall provide Tenant with one
                  card or key for each Space that  Tenant is leasing  hereunder,
                  provided that Landlord  shall have the right to require Tenant
                  or its  employees  to place a deposit on such access  cards or
                  keys and to pay a fee for any lost or damaged cards or keys.

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


WITNESS/ATTEST:              LANDLORD:

                             SUNTRUST CENTER, L.L.C., a Delaware limited
                             liability company

                             By: EOP  Operating  Limited   Partnership,   a
                                 Delaware limited partnership, its
                                 administrative managing member

                                 By: Equity  Office  Properties  Trust,  a
                                     Maryland real estate investment trust, its
                                     managing general partner

__________________________       By:__________________________

Name (print):_____________       Name:__________________________

__________________________       Title:__________________________

Name (print):  ___________

__________________________


WITNESS/ATTEST:               TENANT:

                              GSI TECHNOLOGIES USA INC., a Delaware corporation

                              By:_____________________________
_____________________________
                              Name:___________________________
Name (print):  ______________
                              Title:__________________________
_____________________________

Name (print):________________

_____________________________