EXHIBIT 10(F)

                      OFFICE BUILDING LEASE - FULL SERVICE

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OFFICE BUILDING/LOCATION:                           4299 SAN FELIPE
                                                    HOUSTON, TEXAS

TENANT: MEDIQUIK SERVICES, INC.                     SUITE NO.: 300

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Article 1. LEASE OF PREMISES                                                   1
Article 2. DEFINITIONS                                                         1
Article 3. EXHIBITS AND ADDENDA                                                2
Article 4. DELIVERY OF POSSESSION                                              2
Article 5. RENT                                                                2
Article 6. INTEREST AND LATE CHARGES                                           4
Article 7. SECURITY DEPOSIT                                                    4
Article 8. TENANTS USE OF THE PREMISES                                         5
Article 9. SERVICES AND UTILITIES                                              6
Article 10. CONDITION OF THE PREMISES                                          6
Article 11. CONSTRUCTION, REPAIRS AND MAINTENANCE                              6
Article 12. ALTERATIONS AND ADDITIONS                                          6
Article 13. LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY                          7
Article 14. RULES AND REGULATIONS                                              7
Article 15. CERTAIN RIGHTS RESERVED BY LANDLORD                                7
Article 16. ASSIGNMENT AND SUBLETTING                                          8
Article 17. HOLDING OVER                                                       9
Article 18. SURRENDER OF PREMISES                                              9
Article 19. DESTRUCTION OR DAMAGE                                              9
Article 20, EMINENT DOMAIN                                                    10
Article 21. INDEMNIFICATION                                                   10
Article 22. TENANT'S INSURANCE                                                11
Article 23. LANDLORD'S INSURANCE                                              11
Article 24. WAIVER OF SUBROGATION                                             11
Article 25. SUBORDINATION AND ATTORNMENT                                      12
Article 26. TENANT ESTOPPEL CERTIFICATES                                      12
Article 27. TRANSFER OF LANDLORD'S INTEREST                                   12
Article 28. DEFAULT                                                           12
Article 29. BROKERAGE FEES                                                    14
Article 30. NOTICES                                                           14
Article 31. GOVERNMENT ENERGY OR UTILITY CONTROLS                             14
Article 32. RELOCATION OF PREMISES                                            14
Article 33. QUIET ENJOYMENT                                                   14
Article 34. OBSERVANCE OF LAW                                                 14
Article 35. FORCE MAJEURE                                                     15


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Article 36. CURING TENANT'S DEFAULTS                                          15
Article 37. SIGN CONTROL                                                      15
Article 38. PARKING                                                           15
Article 39. OPTIONS                                                           15
Article 40. HAZARDOUS MATERIAL                                                15
Article 41. MISCELLANEOUS                                                     16

EXHIBITS

Exhibit "A" - Floor Plan showing the Premises
Exhibit "B" - Legal Description of Land
Exhibit "C" - Rules and Regulations
Exhibit "D" - Building Standard Work Letter
Exhibit "E" - Intentionally Deleted
Exhibit "F" - Approved Signage


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                              OFFICE BUILDING LEASE

This Lease is between 4295/4299 San Felipe Associates, LP, a California Limited
Partnership ("Landlord"), and MediQuik Services, Inc., a Texas Corporation
("Tenant") dated September 7, 2000. Landlord and Tenant intending legally to be
bound, agree as set forth below.

Article 1. LEASE OF PREMISES

In consideration of the Rent (as defined at Section 5.4) and the provisions of
this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises shown by shaded area an the floor plan attached hereto as Exhibit "A"
and further described at Section 2.a. The Premises are located within the
Building and Project described in Section 2.c. Tenant shall have the
non-exclusive right (unless otherwise provided herein) in common with Landlord,
other tenants, subtenants and invitees, to use of the Common Areas (as defined
at Section 2.c).

Tenant currently occupies Suite 200 and a portion of the basement of the office
building at 4295 San Felipe, which is part of the Project (defined below).
Tenant desires to relocate and expand its leased premises. Tenant shall vacate
its current leased premises and occupy the Premises as soon as the tenant
improvements to the Premises described in Exhibit "D" attached are substantially
complete and ready for occupancy. Tenant's obligation to pay rent on the current
leased premises shall come upon commencement of the obligation to pay rent
hereunder. The lease dated May 7, 1999 on the current leased premises shall
terminate upon Tenant vacating the current leased premises and satisfying all
requirements thereunder, including payment of the Basic Rental Adjustment (as
defined therein).

Article 2. DEFINITIONS

As used in this Lease, the following terms shall have the following meanings:

a. Premises. That portion of the Building containing approximately 10,500 square
feet of not rentable area, shown on Exhibit "A" attached hereto and made a part
hereof, located on the third floor of the Building and known as Suite 300.

b. Land. The place or parcel of land which comprises the Project (as hereinafter
defined) as more particularly described on Exhibit "B" attached hereto and made
a part hereof, and all rights, easements and appurtenances thereunto belonging
or pertaining, or such portion thereof as shall be allocated by Landlord to the
Project.

c. Project. The Project includes two office buildings; a connecting parking
garage, surface parking and all common areas and improvements on the land.

d. Building. The office building of which the Premises are a part and common
areas or improvements on the Land related thereto, located at 4299 San Felipe,
Houston, Texas.

d. Term. Sixty & one-half (60 -1/12) months. The period commencing on the
Commencement Date and expiring at midnight on the day preceding the sixty (60)
monthly anniversary of the Commencement Date (the "Expiration Date), unless
sooner terminated in accordance with the provisions of this Lease, subject to
adjustment, if any, as provided in subparagraph (a). Landlord and Tenant shall
promptly execute an amendment to this Lease confirming the Commencement and
Expiration Dates of the terms as soon as they are determined.

e. Commencement Date: Estimated to be October 15, 2000, subject to adjustment as
provided in this subparagraph (e), the term of this Lease shall commence on the
completion of the Tenant Improvements, if any, or as stipulated in this
subparagraph (e) (the "Commencement Date"). If, but for changes or delays made
or caused by Tenant or its agents ("Tenant delays"), the Premises would have
been completed sooner than actually completed, then the Commencement Date shall
be advanced to the date on which the Premises would have been completed but for
such Tenant delays.

f. Expiration Date: Estimated to be October 31, 2005.

g. Base Rent.

       Annual             Annual Base     Monthly Installments of  Total Annual
 Base Rent Periods          Rent/SF             Base Rent*           Base Rent*
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First 12 & 1/2months  $17.00/SF of Net         $14,875.00           $178,500.00
                          Rentable
                             Area
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Base Rent shall be adjusted for subsequent years of the Term in accordance with
Section 5.2. Base Rent for the period from October 15, 2000 to October 31, 2000
shall be $7,437.50.

h. Tenant's First Adjustment Date (section 5.2). The first day of the calendar
month following the Commencement Date plus twelve (12) months.

i. Index (Section 5.2): Consumer Price Index of the Bureau of Labor Statistics
of the Department of Labor for All Urban Consumers (1984 = 100), "All Items" for
the Houston-Galveston-Brazoria Texas area.

j. Base Year: The calendar year of 2000.

k. Security Deposit (Article 7): Landlord currently holds a security deposit in
the amount of $5,250.00 for Tenant's existing lease for Suite 200 at 4295 San
Felipe. Upon commencement of this Lease (October 15, 2000), Tenant shall
increase its security deposit by $9,625.00 for a total of $14,875.00. Tenant's
failure to increase its security deposit by October 15, 2000 shall cause Tenant
to be in default of this Lease.

l. Tenant's Proportionate Share: 11.6%. Such share is a fraction, the numerator
of which is the approximate rentable square feet of the Premises, and the
denominator of which is the approximate rentable area of the Project, as
determined by Landlord from time to time. The Project consists of two (2) office
buildings containing a total area of approximately 89,282 rentable square feet.

m. On-site Parking: Tenant shall be permitted, so long as Tenant is not in
default to park thirty (30) cars on a non-exclusive basis in the on-site area(s)
designed by Landlord. Tenant shall abide by any and all parking regulations and
rules established from time to time by Landlord or Landlord's parking operator.

n. Tenant's Use Clause (Article 8): Office use only.


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o. Common Areas: All areas, improvements, facilities and equipment from time to
time designated by Landlord for the general and nonexclusive common use or
benefit of Tenant, other tenants of the Project, Landlord and their respective
agents, including, without limitation roadways, entrances and exits, hallways,
stairs, loading areas, landscaped areas, open areas, park areas, exterior
lighting, service drives, walkways, sidewalks, atriums, courtyards, concourses,
ramps, restrooms, maintenance and utility rooms and closets, exterior utility
lines, lobbies, elevators and their housing and rooms, common window areas,
common walls, common ceilings, common trash areas, vending or mail areas, common
pipes, conduits, ducts and wires, and On-Site Parking areas. Landlord shall have
the right to regulate or restrict the use of the Common Areas.

p. Rentable Area: As to both the Premises and the Project, the respective
measurements of floor area as may from time to time be subject to lease by
Tenant and all tenants of the Project, respectively, as determined by Landlord
and applied on a consistent basis throughout the Project. Notwithstanding the
foregoing, the rentable area within the Premises or the Building or any other
building within the Project, as the case may be, calculated as follows: (i) in
the case of a single tenancy floor, all floor area within the inside surface of
the exterior walls of the building excluding only the areas used for building
stairs, fire towers, elevator shafts, flues, vents, stacks, pipe shafts, and
vertical ducts ("Service Areas"), but including any Service Areas which are for
the specific use of the particular tenant, such as special stairs or elevators,
plus an allocation of the square footage of the Building's elevator equipment
room, central zone tenant, all floor areas within the inside surface of the
exterior walls enclosing the Premises on such floor and measured to the
mid-point of the walls separating areas leased by or held for lease to other
tenants or from the Common Area, but including a proportionate part of the
Common Area located on such floor based upon the ratio which the Tenant's
Rentable Area (determined by excluding the Common Area) on such floor bears, to
the aggregate Rentable Area (determined by excluding the Common Areas) on such
floor plus an allocation of the square footage of the Building's elevator
equipment room, central mechanical room, and ground floor lobbies. No deductions
from Rentable Area shall be made for columns or projections necessary to the
Building.

q. Landlord's Mailing Address.      4295/4299 San Felipe Associates, LP
                                    c/o Morrison Karsten Group
                                    526 B Street
                                    Santa Rosa, CA 95401

Tenant's Mailing Address.           MediQuik Services, Inc.
                                    4299 San Felipe #300
                                    Houston, Texas 77027

r. Broker(s)

Listing Broker: RealMark Corporation.

Cooperating Broker: none.

A "cooperating broker" is defined as any broker other then the Listing Broker
entitled to a share of any commission arising under this Lease.

State: the State of Texas.

Article 3. EXHIBITS AND ADDENDA.

The exhibits and addenda listed below (unless lined out) are incorporated by
reference In this Lease:

a. Exhibit "A" - Floor Plan showing the Premises

b. Exhibit "B" - Legal Description of Land

c. Exhibit "C" - Rules and Regulations

d. Exhibit "D" - Building Standard Work Letter

e. Exhibit "E" - (INTENTIONALLY DELETED)

f. Exhibit "F" -Approved Signage

g. Addenda.

Article 4. DELIVERY OF POSSESSION.

If for any reason Landlord does not deliver possession of the Premises to Tenant
on the Commencement Date, Landlord shall not be subject to any liability for
such failure, the Expiration Date shall not change and the validity of this
Lease shall not be impaired, but Rent shall be abated until delivery of
possession. "Delivery of possession" shall be deemed to occur on the date
Landlord substantially completes Landlord's Work as defined in Exhibit "D" of
such date as such Landlord's Work would have been substantially completed had
Tenant or its agents, employees, contractors or authorized representatives not
caused any delay in the substantial completion of such Work.

It is the intent of the parties that subject to any delays attributed to the
Tenant and/or respective applicable governmental entities, the Landlord's Tenant
improvement work will be substantially completed (the "Estimated Substantial
Completion Date") as defined in Exhibit "D". If Landlord shall be delayed at any
time in the progress of the construction of the Tenant Improvements by extra
work, changes in construction ordered by Tenant, or by strikes, lockouts, fire,
delay in transportation, unavoidable casualties, rain or weather conditions, or
by any other cause beyond Landlord's reasonable control, then the Estimated
Substantial Completion Date shall be extended by the period of such delay.

Notwithstanding the above, and subject to any qualifying provisions in the
Lease, and or delays caused by either the Tenant and/or governing regulatory
agencies, in the event Landlord's portion of the Tenant Improvements are not
substantially completed by the Estimated Substantial Completion Date as the same
may be adjusted pursuant to the terms hereof, the Lease shall not be invalid,
but rather Landlord shall substantially complete the Tenant Improvements as soon
thereafter as is possible and Landlord shall not be liable to Tenant for damages
in any respect whatsoever except as may be provided herein. The existence of
"punch list items" shall not delay substantial completion of the Tenant
Improvements for the purposes of Article 4 of this Lease. Additionally, and
through no fault of the parties, should the respective applicable governmental
entities cause any delays for any reason that in any way affect the ability of
either party and their respective consultants to perform in accordance with the
provisions stipulated herein, then the


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delivery provisions as stated in the Lease shall be adjusted forward for each
day the agency(s) may cause a delay. There shall be no abatement of rent due to
delays caused by the Tenant, if Landlord permits Tenant to enter into possession
of the Premises before the Commencement Date, such possession shall be subject
to the provisions of this Lease, including, without limitation, the payment of
Rent.

Article 5. RENT.

5.1. Payment of Base Rent. Tenant agrees to pay the Base Rent for the Premises
as set forth in Section 2.9. Monthly installments of Base Rent shall be payable
in advance on the first day of each calendar month of the Term. If the Term
begins (or ends) on other than the first (or last) day of a calendar month, the
Base Rent for the partial month shall be prorated on a per diem basis. Tenant
shall pay Landlord the first Monthly Installment of Base Rent, plus the Security
Deposit, when Tenant executes the Lease.

5.2 Adjusted Base Rent.

a. The Base Rent (and the corresponding Monthly Installments of Base Rent) set
forth in Section 2.f shall be adjusted annually commencing on Tenant's First
Adjustment Date and continuing on the same date of each successive year (the
"Adjustment Date"). Adjustments, if any, shall be based upon increases (if any)
in the Index. The Index in publication three (3) months before the Commencement
Date shall be the "Base Index." The Index in publication three (3) months before
each Adjustment Date shall be the "Comparison Index." As of each Adjustment
Date, the Base Rent payable during the ensuing twelve month period shall be
determined by increasing the Initial Base Rent by a percentage equal to the
percentage increase, if any, in the Comparison Index over the Base Index ("the
Adjustment Percentage"). When the Base Rent payable as of such Adjustment Date
is determined, Landlord shall promptly give Tenant written notice of such
adjusted Base Rent and the manner in which it was computed. The Base Rent as so
adjusted from time to time shall be the "Base Rent" for all purposes under this
Lease. In no event shall the Adjustment Percentage be less than two and one-half
percent (2.5%) nor greater than four and one-half percent (4.5%).

b. If at any Adjustment Date the Index no longer exists in the form described in
this Lease, Landlord may substitute any substantially equivalent official index
published by the Bureau of Labor Statistics or its successor. Landlord shall use
any appropriate conversion factors to accomplish such substitution. The
substitute index shall then become the "Index" hereunder.

c. In the event the information relating to the Comparison Index is unavailable
on any adjustment date, Tenant shall continue to pay Base Rent at the rate
previously in effect plus the minimum Adjustment Percentage Increase of 2.5% and
shall promptly make up any deficit as soon as the Comparison Index is available.

5.3 Project Operating Costs.

a. In order that the Rent payable during the Term reflect any increase in
Project Operating Costs, Tenant agrees to pay to Landlord as Rent, Tenant's
Proportionate Share of all increases in costs, expenses and obligations paid or
incurred by the Landlord attributable to the Project and its operation, all as
provided below.

b. If, during any calendar year during the Term, Project Operating Costs exceed
the Project Operating Costs for the Base Year, Tenant shall pay to Landlord, in
addition to the Base Rent and all other payments due under this Lease, an amount
equal to Tenant's Proportionate Share of such excess Project Operating Costs in
accordance with the provisions of this Article 5.3b.

(1) The term "Project Operating Costs" shall include all those items described
in the following subparagraphs (a) and (b).

(a) All taxes, assessments, water and sewer charges and other similar
governmental charges levied on or attributable to the Building, or Project, and
the various estates therein and the underlying Land or their operation,
including without limitation, (i) real property taxes or assessments levied or
assessed against the Building or Project, (ii) assessments or charges levied or
assessed against the Building or Project by any redevelopment agency, (iii) any
tax measured by gross and or commercial rentals received from the leasing of the
Premises, Building or Project, excluding any net income, franchise, capital
stock, estate or inheritance taxes imposed by the State or federal government or
their agencies, branches or departments; provided that if at any time during the
Term any governmental entity levies, assesses or imposes on Landlord any (1)
general or special, ad valorem or specific, excise, capital levy improvement
bond or bonds or other tax, assessment, levy or charge directly on the Rent
received under this Lease or on the rent received under any other leases of
space in the Building or Project, or (2) any license fee, excise or franchise
tax, assessment, levy or charge measured by or based, in whole or in part, upon
such rent, or (3) any transfer, transaction, or similar tax, assessment, levy or
charge based directly or indirectly upon the transaction represented by this
Lease or such other losses, or (4) any occupancy, use, surface water management,
parking or parking spaces per capita or other tax, assessment, levy or charge
based directly or indirectly upon the use or occupancy of the Premises or other
premises within the Building or Project, then any such taxes, assessments,
levies and charges shall be deemed to be included in the term Project Operating
Costs. If the Improvements or property, the taxes for which are to be paid
separately by Landlord are not separately assessed, Tenant's portion of that tax
shall be equitably determined by Landlord from the respective valuations
assigned in the assessor's work sheets or such other information (which may
include the cost of construction) as may be reasonably available.
Notwithstanding the foregoing, Landlord shall have no obligation to challenge
the aforementioned, and Landlord's reasonable determination thereof, in good
faith, shall be conclusive. If at any time during the Term the assessed
valuation of, or taxes on, the Project are not based on a completed Project
having at least ninety - five percent (95%) of the Rentable Area occupied, then
the "taxes" component of Project Operating Costs shall be adjusted by Landlord
to reasonably approximate the taxes which would have been payable if the Project
were completed and at least ninety - five percent (95%) occupied.

(b) Operating costs incurred by Landlord in maintaining, operating and repairing
the Building and Project, including without limitation the following: costs of
(1) utilities, (2) supplies, (3) insurance (including public liability, property
damage, earthquake, and fire and extended coverage insurance for the full
replacement cost of the Building and Project as required by Landlord or its
lenders for the Project); (4) services of independent contractors; (5)
compensation (including employment taxes and fringe benefits) of all persons who
perform duties connected with the operation, supervision, maintenance, repair or
overhaul of the Building or Project, and equipment, systems, improvements and
facilities located within the Project, including, but not limited to management
personnel (to the extent dedicated to the Project), engineers, maintenance
support personnel and employees, janitors, painters, floor waxers, window
washers, ice and snow removal, security personnel and the patching, painting,
resealing and complete resurfacing of roads, driveways and parking lots; (6)
operation and maintenance of facilities for delivery and distribution of mail to
tenants of the Building or Project as required by the U.S. Postal Service; (7)
management, accounting, and administrative costs of the Building or Project,
whether managed by Landlord or an independent contractor (including, without
limitation, an amount equal to the fair market rental value of any on-site
manager's office); (8) rental expenses for (or a reasonable depreciation
allowance on) personal property used in the maintenance, operation or repair of
the Building or Project; (9) costs, expenditures or charges (whether capitalized
or not) required by any governmental or quasi-governmental authority; (10)
amortization of capital expenses (including financing costs) (i) required by a
governmental entity for energy conservation or life safety purposes, or (ii)
made by Landlord to reduce Project Operating Costs; (11) license and permit fees
for the Project; (12) security services for the Project; and (13) any other
costs or expenses incurred by Landlord under this Lease and not otherwise
directly reimbursed by tenants of the Project. If at any time during the Term,
less than ninety-five percent (95%) of the Rentable Area of the Project is
occupied, the "operating costs" component of Project Operating Costs shall be
adjusted by Landlord to reasonably approximate the operating costs, which would
have been incurred if the Project had been at least ninety-five percent (95%)
occupied.


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(2) Tenant's Proportionate Share of Project Operating Costs shall be payable by
Tenant to Landlord as follows:

(a) Beginning with the calendar year following the Base Year and for each
calendar year thereafter ("Comparison Year"), Tenant shall pay Landlord an
amount equal to Tenant's Proportionate Share of the Project Operating Costs
incurred by Landlord in the Comparison Year which exceeds the total amount of
Project Operating Costs payable by Landlord for the Base Year. This excess is
referred to as the "Excess Expenses."

(b) To provide for current payments of Excess Expenses, Tenant shall, at
Landlord's request, pay as additional Rent during each Comparison Year, an
amount equal to Tenant's Proportionate Share of the Excess Expenses payable
during such Comparison Year, as estimated by Landlord from time to time. Such
payments shall be made in monthly installments, commencing on the first day of
the month following the month in which Landlord notifies Tenant of the amount it
is to pay hereunder and continuing until the first day of the month following
the month in which Landlord gives Tenant a new notice of estimated Excess
Expenses. It is the intention hereunder to estimate from time to time the amount
of the Excess Expenses for each Comparison Year and Tenant's Proportionate Share
thereof, and then to make an adjustment in the following year based on the
actual Excess Expenses incurred for that Comparison Year.

(c) On or before April 1 of each Comparison Year after the first Comparison Year
(or as soon thereafter as is practical), Landlord shall deliver to Tenant a
statement setting forth Tenant's Proportionate Share of the Excess Expenses for
the preceding Comparison Year. If Tenant's Proportionate Share of the actual
Excess Expenses for the previous Comparison Year exceeds the total of the
estimated monthly payments made by Tenant for such year, Tenant shall pay
Landlord the amount of the deficiency within ten (10) days of the receipt of the
statement. If such total exceeds Tenant's Proportionate Share of the actual
Excess Expenses for such Comparison Year, then Landlord shall credit against
Tenant's next ensuing monthly installment(s) of additional rent an amount equal
to the difference until the credit is exhausted. If a credit is due from
Landlord on the Expiration Data, Landlord shall pay Tenant the amount of the
credit. The obligations of Tenant and Landlord to make payments required under
this Article 5.3 shall survive the Expiration Date.

(d) Tenant's Proportionate Share of Excess Expenses in any Comparison Year
having less than 365 days shall be appropriately prorated.

(e) If any dispute arises as to the amount of any additional rent due hereunder,
Tenant shall have the right after reasonable notice and at reasonable times to
inspect Landlord's accounting records at Landlord's accounting office and, if
after such inspection Tenant still disputes the amount of additional rent owed,
a certification as to the proper amount shall be made by Landlord's certified
public accountant, which certification shall be final and conclusive. Tenant
agrees to pay the cost of such certification unless it is determined that
Landlord's original statement overstated Project Operating Costs by more than
five percent (5%).

(f) If this Lease sets forth a Base Year in Section 2.1, then during the Term
Tenant shall be liable for Tenant's Proportionate Share of any actual Project
Operating Costs which exceed the amount of the Base Year. Tenant shall make
current payments of such excess costs during the Term in the same manner as is
provided for payment of Excess Expenses under the applicable provisions of
Section 5.3b(2)(b) and (c) above.

5.4 Definition of Rent. All costs and expenses which Tenant assumes or agrees to
pay to Landlord under this Lease shall be deemed additional rent (which,
together with the Base Rent is sometimes referred to as the "Rent"). The Rent
shall be paid to the Building manager (or other person) and at such place, as
Landlord may from time to time designate in writing, without any prior demand
therefor and without deduction or offset, in lawful money of the United States
of America. In the event that any check given to Landlord by Tenant shall not be
honored by the bank upon which it is drawn, then Landlord, at its option may
require all future payments made by Tenant under this Lease be made by cashier's
checks.

5.5 Rent Control. If the amount of Rent or any other payment due under this
Lease violates the terms of any governmental restrictions on such Rent or
payment, then the Rent or payment due during the period of such restrictions
shall be the maximum amount allowable under those restrictions. Upon termination
of the restrictions, Landlord shall, to the extent it is legally permitted,
recover from Tenant the difference between the amounts received during the
period of the restrictions and the amounts Landlord would have received had
there been no restrictions.

5.6 Taxes payable by Tenant. In addition to the Rent and any other charges to be
paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand for any
and all taxes (including, but not limited to any and all sales, rent or excise
taxes) payable by Landlord (other than net income taxes) which are not otherwise
reimbursable under this Lease, whether or not now customary or within the
contemplation of the parties, whom such taxes are upon, measured by or
reasonably attributable to (a) the cost or value of Tenant's equipment,
furniture, fixtures and other personal property located in the Premises, or the
cost or value of any leasehold improvements made in or to the Premises by or for
Tenant, other than Building Standard Work made by Landlord, regardless of
whether title to such improvements is held by Tenant or Landlord, (b) the gross
or net Rent payable under this Lease, including, without limitation, any rental
or gross receipts tax levied by any taxing authority with respect to the receipt
or the Rent hereunder, (c) the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or
any portion thereof, or (d) this transaction or any document to which Tenant is
a party creating or transferring an interest or an estate in the Premises. if it
becomes unlawful for Tenant to reimburse Landlord for any costs as required
under this Lease, the Base Rent shall be revised to net Landlord the same net
Rent after imposition of any tax or other charge upon Landlord as would have
been payable to Landlord but for the reimbursement being unlawful.

Article 6. INTEREST AND LATE CHARGES.

If Tenant fails to pay when due any Rent or other amounts or charges which
Tenant is obligated to pay under the terms of this Lease, the unpaid amounts
will bear interest from the date due (defined as the first (1st) day of each
calendar month of the Lease term) of the rate of eighteen percent (18%) per
annum but not to exceed the maximum rate permitted by law. Tenant acknowledges
that the late payment of any Monthly Installment of Base Rent will cause
Landlord to lose the use of that money and incur costs and expenses not
contemplated under this Lease, including without limitation, administrative and
collection costs and processing and accounting expenses, the exact amount of
which is extremely difficult to ascertain. Therefore, in addition to interest,
if any such installment is not received by Landlord within five (5) days of its
due date, Landlord and Tenant agree that this late charge represents a
reasonable estimate of such costs and expenses and is fair compensation to
Landlord for the loss suffered from such nonpayment by Tenant. Acceptance of any
interest or late charge shall not constitute a waiver of Tenant's default with
respect to such nonpayment by Tenant nor prevent Landlord from exercising any
other rights or remedies available to Landlord under this Lease. In addition to
this late charge, Tenant shall pay to Landlord $50.00 for each check of Tenant
which is returned to Landlord because of non-sufficient funds.


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Article 7. SECURITY DEPOSIT.

Tenant agrees to deposit with Landlord the Security Deposit set forth at Article
2.k. simultaneously upon execution of this Lease, as security for Tenant's
faithful performance of its obligations under this Lease, which for purposes of
this Lease equals not less than the monthly base rent during the last year of
the Lease term, including estimated monthly Project Operating Costs. If monthly
Rent shall, from time to time, increase to an amount greater than the scheduled
monthly base rent during the last year of the Lease term, Tenant shall at the
time of such increase, deposit with Landlord additional money as a security
deposit so that the total amount of the security deposit held by Landlord shall
at all times bear the same proportion to the then current Rent. Landlord and
Tenant agree that the Security Deposit may be commingled with funds of Landlord
and Landlord shall have no obligation or liability for payment of interest on
such deposit. Tenant shall not mortgage, assign, transfer or encumber the
Security Deposit without the prior written consent of Landlord and any attempt
by Tenant to do so shall be void, without force or effect and shall not be
binding upon Landlord.

If Tenant fails to pay any Rent or any other amount when due and payable under
this Lease, or fails to perform any of the terms hereof, Landlord may
appropriate and apply or use all or any portion of the Security Deposit for Rent
payments or any other amount then due and unpaid, for payment of any amount for
which Landlord has become obligated as a result of Tenant's default or breach,
and for any loss or damage sustained by Landlord as a result of Tenant's default
or breach, and Landlord may so apply or use this Security Deposit without
prejudice to any other remedy Landlord may have by reason of Tenant's default or
breach. If Landlord so uses any of the Security Deposit, Tenant shall, within
ten (10) days after written demand therefor, restore the Security Deposit to the
full amount required to be maintained under this Lease; Tenant's failure to do
so shall constitute an act of default hereunder and Landlord shall have the
right to exercise any remedy provided for at Article 28 hereof. Within thirty
(30) days after the Term (or any extension thereof) has expired or Tenant has
vacated the Premises, whichever shall last occur, and provided Tenant is not
then in default on any of its obligations hereunder, Landlord shall return the
Security Deposit to Tenant, or, if Tenant has assigned its interest under this
Lease, to the last assignee or Tenant. If Landlord sells its interest in the
Premises, and Landlord has not become obligated to apply or use this deposit to
cure Tenant's default or breach as provided herein, then Landlord shall deliver
this deposit to the purchaser of Landlord's interest and thereupon be relieved
of any further liability or obligation with respect to the Security Deposit.

If Tenant is in default under this Lease more than two (2) times within any
twelve month period, irrespective of whether or not such default is cured, then,
without limiting Landlord's other rights and remedies provided for in this Lease
or at law or equity, the Security Deposit shall automatically be increased by an
amount equal to the greater of three (3) times the original Security Deposit, or
three (3) months' Minimum Base Rent, which shall be paid by Tenant to Landlord
forthwith on demand,

Article 8. TENANT'S USE OF THE PREMISES.

In consideration of the agreements contained herein, Landlord hereby leases the
Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for the
Term and upon the terms and conditions hereinafter provided. The Premises are
leased subject to, and Tenant agrees not to violate, all present and future
covenants, conditions and restrictions of record which affect the Land, all of
such documents collectively referred to as the "Restrictions". As an
appurtenance to the Premises, Tenant shall have the general and nonexclusive
right, together with Landlord and the other tenants of the Project and their
respective agents, to use the Common Area subject to the terms and conditions of
this Lease.

Tenant shall use the Premises solely for the purpose set forth in Tenant's Use
Clause as designated in Article 2.n and for no other purpose. Tenant shall not
use or occupy the Premises in violation of law or any covenant, condition or
restriction affecting the Building or Project or the certificate of occupancy
issued for the Building or Project, and shall, upon notice from Landlord,
immediately discontinue any use of the Premises which is declared by any
governmental authority having jurisdiction to be a violation of law or the
certificate of occupancy. Tenant, at Tenant's own cost and expense, shall comply
with all laws, ordinances, regulations, rules and/or any directions of any
governmental agencies or authorities having jurisdiction which shall by reason
of the nature of Tenant's use or occupancy of the Promises, impose any duty upon
Tenant or Landlord with respect to the Premises or its use or occupation. A
judgment of any court of competent jurisdiction or the admission by Tenant in
any action or proceeding against Tenant that Tenant has violated any such laws,
ordinances, regulations, rules and/or directions in the use of the Premises
shall be deemed to be a conclusive determination of that fact as between
Landlord and Tenant. Tenant shall not do or permit to be done anything which
will invalidate or increase the cost of any fire, extended coverage or other
insurance policy covering the Building or Project and/or property located
therein, and shall comply with all rules, orders, regulations, requirements and
recommendations of the Board of Fire Insurance underwriters or any other
organization performing a similar function. Tenant shall promptly upon demand
reimburse Landlord for any additional premium charged for such policy by reason
of Tenant's failure to comply with the provisions of this Article. Tenant shall
not do or permit anything to be done in or about the Premises which will in any
way obstruct or interfere with the rights of other tenants or occupants of the
Building or Project, or injure or annoy them, or use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose, nor shall
Tenant cause, maintain or permit any nuisance in, on or about the Premises.
Tenant shall not commit or suffer to be committed any waste in or upon the
Premises. Tenant acknowledges that Tenant assumes all responsibility regarding
the Occupational Safety Health Act, the legal use and adaptability of the
Premises and the compliance thereof with all applicable laws and regulations in
effect during the form of this Lease.

Article 9. SERVICES AND UTILITIES.

Provided that Tenant is not in default hereunder, Landlord agrees to furnish to
the Premises during generally recognized business days, and during hours
determined by Landlord in its sole discretion, and subject to the Rules and
Regulations of the Building or Project, reasonable amounts of water, electricity
for normal lighting, normal desk top office equipment, heating, ventilation and
air conditioning ("HVAC") as required in Landlord's judgment for the comfortable
use and occupancy of the Premises, the costs of which are included as Project
operating costs.

Landlord shall maintain and keep lighted the common stairs, common entries and
restrooms in the Building which are included as Project operating costs.
Landlord shall not be in default hereunder or be liable for any damages directly
or indirectly resulting from, nor shall the Rent be abated by reason of (i) the
installation, use or interruption of use of any equipment in connection with the
furnishing of any of the foregoing services, (ii) failure to furnish or delay in
furnishing any such services where such failure or delay is caused by accident
or any condition or event beyond the reasonable control of Landlord, or by the
making of necessary repairs or improvement to the Premises, Building or Project,
or (iii) the limitation, curtailment or rationing of, or restrictions on use of
water, electricity, gas or any other form of energy serving the Premises,
Building or Project. Landlord shall not be liable under any circumstances for a
loss of or injury to property or business, however occurring, through or in
connection with or incidental to failure to furnish any such services, including
failures arising out of Landlord's cooperation in a reasonable manner with the
efforts of national, state or local governmental bodies or utilities suppliers
in reducing energy or the consumption of other resources. If Landlord, in its
sole and absolute discretion allows Tenant to use heat generating machines or
equipment in the Premises which affect the temperature otherwise maintained by
the HVAC system, Landlord reserves the right to install supplementary
air-conditioning units in the Premises and the cost thereof, including the cost
of installation, operation and maintenance thereof, shall be paid by Tenant to
Landlord upon demand by Landlord. Should any supplier of utility services or
governmental agencies regulating such services render any special assessments
for or restrictions upon such services, Tenant agrees that such assessments or
restrictions will be fairly shared by each tenant in proportion to its
Proportionate Share of Project Operating Expenses.


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<PAGE>

Tenant shall not, without the written consent of Landlord, use any apparatus or
device in the Premises, including without limitation, electronic data processing
machines, punch card machines or machines using in excess of 120 volts, which
consumes more electricity than is usually furnished or supplied for the use of
premises as general office space, as determined by Landlord. Tenant shall not
connect any apparatus with electric current except through existing electrical
outlets in the Premises. Tenant shall not consume water or electric current in
excess of that usually furnished or supplied for the use of premises as general
office space (as determined by Landlord) provided during generally accepted
business days and hours, without first procuring the written consent of
Landlord, which Landlord may refuse, and in the event of consent, Landlord may
have installed a water meter or electrical current motor in the Premises to
measure the amount of water or electric current consumed. Utilities and services
required at other times shall be subject to advance request and reimbursement by
Tenant to Landlord. The cost of any such meter and of its installation,
maintenance and repair shall be paid for by the Tenant and Tenant agrees to pay
to Landlord promptly upon demand for all such water and electric current
consumed as shown by said meters, at the rates charged for such services by the
local public utility plus any additional expense incurred in keeping account of
the water and electric current so consumed. If a separate meter is not
installed, the excess cost for such water and electric current shall be
established by an estimate made by a utility company or electrical engineer
hired by Landlord at Tenant's expense,

Landlord shall furnish lighting replacement for building standard lights, common
area restroom supplies, window washing and common area janitor and landscaping
services in a manner that such services are customarily furnished to comparable
office buildings in the area, which are included as Project operating costs.

Should Tenant desire any additional services beyond those described herein above
or a rendition of any of such services outside the normal times for providing
such service, Landlord may (at Landlord's option), upon reasonable advance
notice from Tenant to Landlord, furnish such services, and Tenant agrees to pay
Landlord upon demand Landlord's additional expenses resulting therefrom.
Landlord may, from time to time during the Term, set a per hour charge for after
hours service which shall include the utility, service, labor, and
administrative costs and a cost for depreciation of the equipment used to
provide such after hours service. Should Landlord consent to a Tenant request
for additional telecommunications services to the Project or the Building,
Tenant shall pay as Additional Rent the actual installation, repair and
maintenance charges for such use, including the net of installing any necessary
additional riser capacity, plus ten percent (10%) of such expense for Landlord's
overhead.

Article 10. CONDITION OF THE PREMISES.

Tenant agrees to take possession of the Premises in its existing condition "as
is," "where is" and with any and all faults, and Landlord neither makes nor has
made any representations or warranties, express or implied, with respect to the
quality, suitability or fitness thereof of the Premises, or the condition or
repair thereof. Tenant taking possession of the Premises shall be conclusive
evidence for all purposes of Tenant's acceptance of the Premises in good order
and satisfactory condition, and in a state and condition satisfactory,
acceptable and suitable for the Tenant's use pursuant to this Lease, and
accepted that the Tenant improvements to be constructed by Landlord, if any, as
being completed in accordance with the plans, and specifications for such
improvements (subject only to completion of items on Landlord's punch list),
and/or except for such matters as to which Tenant gave Landlord notice on or
before the Commencement Date, as designated in Article 2.e. No promise of
Landlord to alter, remodel, repair or improve the Premises, the Building or the
Project and no representation, express or implied, respecting any matter or
thing relating to the Premises, Building, Project or this Lease (including,
without limitation, the condition of the Premises, the Building or the Project)
have been made to Tenant by Landlord or its Broker or Sales Agent, other than as
may be contained herein or in a separate exhibit or addendum signed by Landlord
and Tenant.

Article 11. CONSTRUCTION, REPAIRS AND MAINTENANCE.

a. Landlord's Obligations. Landlord shall perform Landlord's Work, if any, to
the Premises as described In Exhibit "D." Landlord shall be responsible for
maintaining and repairing the structural portions of the Building including the
roof, exterior walls and foundations, as well as the heating, ventilating and
air conditioning systems installed in the Building. Tenant shall be obligated to
pay its pro rata share of all costs incurred by Landlord in repairing and
maintaining the structural portions of the Building,

b. Tenant's Obligations,

(1) Tenant shall perform Tenant's Work, if any, to the Premises as described In
Exhibit "D"; except for work, if any, to be performed by Landlord per Exhibit
"D."

(2) Tenant at Tenant's sole expense shall, except for services furnished by
Landlord pursuant to Article 9 hereof, maintain the Premises in good order,
condition and repair, including the interior surfaces of the ceilings, walls and
floors, all doors, all interior windows and doors, all entrances to the Premises
all plumbing, pipes and fixtures (including restrooms), electrical wiring,
switches and fixtures, all supplemental HVAC systems within the Premises
Building Standard Furnishings and special items and equipment installed by or at
the expense of Tenant.

(3) Tenant shall be responsible for the cost of all repairs and alterations in
and to the Premises, Building and Project and the facilities and systems
thereof, the need for which arises out of (i) Tenant's use or occupancy of the
Premises, (ii) the installation, removal, use or operation of Tenant's Property
(as defined in Article 13) in the Premises, (iii) the moving of Tenant's
Property into or out of the Building, or (iv) the act, omission, misuse or
negligence of Tenant, its agents, contractors, employees or invitees.

(4) If Tenant fails to maintain the Premises in good order, condition and
repair, Landlord shall give Tenant notice to do such acts as are reasonably
required to so maintain the Premises. If Tenant fails to promptly commence such
work and diligently prosecute it to completion, then Landlord shall have the
right to do such acts and expend such funds at the expense of Tenant as are
reasonably required to perform such work. Any amount so expended by Landlord
shall be paid by Tenant promptly after demand with interest at the rate provided
in Article 6 from the date of such work. Landlord shall have no liability to
Tenant for any damage, inconvenience, or interference with the use of the
Premises by Tenant as a result of performing any such work.

c. Compliance with Law. Landlord and Tenant shall each do all acts required to
comply with all applicable laws, ordinances, and rules of any public authority
relating to their respective maintenance obligations as set forth herein.

d. Waiver by Tenant. Tenant expressly waives the benefits of any statute now or
hereafter in effect which would otherwise afford the Tenant the right to make
repairs at Landlord's expense or to terminate this Lease because of Landlord's
failure to keep the Premises in good order, condition and repair.

e. Land and Equipment Limits. Tenant shall not place a load upon any floor of
the premises which exceeds the load per square foot which such floor was
designed to carry, as determined by Landlord or Landlord's structural engineer.
The cost of any such determination made by Landlord's structural engineer shall
be paid for by Tenant upon demand. Tenant shall not install business machines or
mechanical equipment which cause noise or vibration to such a degree as to be
objectionable to Landlord or other Building tenants.


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<PAGE>

f. Except as otherwise expressly provided in this Lease, Landlord shall have no
liability to Tenant nor shall Tenant's obligations under this Lease be reduced
or abated in any manner whatsoever by reason of any inconvenience, annoyance,
interruption or injury to business arising from Landlord making any repairs or
changes which Landlord is required or permitted by this Lease or by any other
tenant's lease or required by law to make in or to any portion of the Project,
Building or the Premises. Landlord shall nevertheless use reasonable efforts to
minimize any interference with Tenant's business in the Premises. Tenant shall
give Landlord prompt notice of any damage to or defective condition in any part
or appurtenance of the Building's mechanical, electrical, plumbing, HVAC or
other systems serving, located in, or passing through the Premises.

g. Tenant shall give Landlord prompt notice of any damage to or defective
condition in any part or appurtenance of the Building's mechanical, electrical,
plumbing, HVAC or other systems serving, located in, or passing through the
Premises.

h. Upon the expiration or earlier termination of this Lease, Tenant shall return
the Premises to Landlord clean and in the same condition as on the date Tenant
took possession, except for normal wear and tear. Any damage to the Premises,
including any structural damage, resulting from Tenant's use or from the removal
of Tenant's fixtures, furnishings and equipment pursuant to Article 13.b. shall
be repaired by Tenant at Tenant's expense.

Article 12. ALTERATIONS AND ADDITIONS.

a. Tenant shall not make any additions, alterations or improvements to the
Premises without obtaining the prior written consent of Landlord. Any
alteration, additions or improvements that Tenant desires to make shall be
presented to Landlord in written form with proposed detailed plans. Landlord may
withhold its consent to any structural alterations, additions or Improvements to
the Premises in its sole and absolute discretion. Tenant shall provide Landlord
with copies of all applicable permits prior to commencement of work and Tenant
shall comply with all conditions of said permits Landlord may require, upon
notice to Tenant given at any time prior to the expiration of the Lease, that
Tenant remove any alterations, additions or improvements made to the Premises by
Tenant pursuant to the terms of Section 12. All alterations, additions, or
improvements, shall conform to the requirements of Landlord's and Tenant's
Insurers and of the federal, state and local governments having jurisdiction
over the Premises, including, without limitation the Americans with Disabilities
Act of 1990 (42 U.S.C. Section 12101, et seq.), the OSHA General Industry
Standard (29 C.F.R. Section 1210.1001, et seq.), and the OSHA Construction
Standard (29 C.F.R. Section 1926,1001. et seq.) and shall be performed in
accordance with the terms and provisions of this Lease and in a good and
workmanlike manner by properly qualified and licensed personnel approved by
Landlord befitting a first class office building, and such work shall be
diligently prosecuted to completion. Tenant shall provide Landlord with as-built
plans and specifications for any alterations, improvements, additions or utility
installations. Landlord may, at Landlord's option, require that any such work be
performed or reviewed and certified by Landlord's contractor or consultant, in
which case the cost of such work shall be paid for before commencement of the
work. Tenant shall pay to Landlord upon completion of any such work by
Landlord's contractor, an administrative fee of fifteen percent (15%) or the
cost of the work.

b. Tenant shall pay the costs of any work done on the Premises pursuant to
Article 12.a., and shall keep the Premises, Building and Project free and clear
of liens of any kind, Tenant shall indemnify, defend against and keep Landlord
free and harmless from all liability, loss, damage, costs, attorneys' fees and
any other expense incurred on account of claims by any person performing work or
furnishing materials or supplies for Tenant or any person claiming under Tenant.

Tenant shall keep Tenant's leasehold interest, and any additions or Improvements
which are or become the property of Landlord under this Lease, free and clear of
all attachment or judgment liens as well as any claims that are or may be
secured by any mechanic's or materialmen's lien against the Premises or the
Project. Before the actual commencement of any work for which a claim or lien
may be filed, Tenant shall give Landlord not less than ten (10) days written
notice of the intended commencement date before the date to enable Landlord to
post notices of non-responsibility or any other notices which Landlord deems
necessary for the proper protection of Landlord's interest in the Premises,
Building or the Project, and Landlord shall have the right to enter the Premises
and post such notices at any reasonable time.

c. Landlord may require at Landlord's sole option, that Tenant provide to
Landlord, at Tenant's expense, a lien and completion bond in any amount equal to
at least one and one-half (1 1/2) times the total estimated cost of any
additions, alterations or improvements to be made in or to the Premises, to
protect Landlord against any liability for mechanic and materialmen's liens and
to insure timely completion of the work. Nothing contained in this Article 12.c.
shall relieve Tenant of its obligation under Article 12.b. to keep the Premises,
Building and Project free of all liens.

d. Tenant shall pay when due all claims for labor or materials furnished or
alleged to have been furnished to or for Tenant at or for use on the Premises,
which claims are or may be secured by any mechanic's or materialmen's lien
against the Premises or any interest therein. If Tenant shall, in good faith,
contest the validity of any such lien, claim or demand, then Tenant shall, at
its sole expense, indemnify Landlord against and hold Landlord, the Premises,
and the Project free, clear and harmless of and from all mechanics' liens and
claims of liens, and all other liabilities, liens, claims, and demands on
account of such work by or an behalf of Tenant, and defend and protect itself,
Landlord, the Premises, and the Project against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof against the Landlord or the Premises. If Landlord shall
require, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord
in an amount equal to one and one-half times the amount of such contested lien
claim or demand, indemnifying Landlord against liability for the same, as
required by law for the holding of the Promises free from the effect of such
lien or claim. In addition, Landlord may require Tenant to pay Landlord's
attorneys' fees and costs in participating in such action if Landlord shall
decide it is to its best interest to do so.

e. Tenant shall pay to Landlord the additional rent, the cost of any structural
alterations or improvements to the Premises, Building or the Project and/or at
Landlord's option, shall promptly make at Tenant's sole expense and in
accordance with Section 12, any structural or nonstructural alterations to the
Premises required to comply with any applicable law, code, rule or regulations,
whether now existing or hereafter promulgated, where such alterations are
required by reason of (i) the acts or omissions of Tenant or Tenant's employees
or agents (ii) Tenant's use or change of use to the Premises; (iii) alterations
or improvements to the Premises made by or for Tenant; or (iv) Tenant's
application for any permit or governmental approval.

f. Unless their removal is required by Landlord as provided in Article 12.a.,
all additions, alterations and improvements made to the Premises shall become
the property of Landlord and be surrendered with the Premises upon the
expiration of the Terms; provided, however, Tenant's equipment, machinery and
trade fixtures which can be removed without damage to the Premises shall remain
the property of Tenant and may be removed, subject to the provisions of Article
13.b.

g. Subject to the construction of the Tenant Work if any, Tenant accepts the
Premises "as is", "where is" and with any and all faults, and Landlord neither
makes nor has made any representations or warranties, express or implied, with
respect to the quality, suitability or fitness thereof of the Premises, or the
condition or repair thereof. Tenant taking possession of the Premises shall be
conclusive evidence for all purposes of Tenant's acceptance of the premises in
good order and satisfactory condition, and in a state and condition
satisfactory, acceptable and suitable for the Tenant's use pursuant to this
Lease.


                                       53
<PAGE>

Article 13. LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.

a. Subject to the provisions as established in Article 12.a., all fixtures,
equipment, improvements and appurtenances attached to or built into the Premises
at the commencement of or during the Term, whether or not by or at the expense
of Tenant ("Leasehold Improvements") shall be and remain a part of the Premises,
shall be the property of Landlord and shall not be removed by Tenant, except as
expressly provided in Article 13.b.

b. All movable partitions, business and trade fixtures, machinery and equipment,
communications equipment and office equipment located in the Premises and
acquired by or for the account of Tenant, without expense to Landlord, which can
be removed without structural damage to the Building, and all furniture,
furnishings and other articles of movable personal property owned by Tenant and
located in the Premises (collectively "Tenant's Property") shall be and shall
remain the property of Tenant and may be removed by Tenant at any time during
the Term; provided that if any of Tenant's Property is removed, Tenant shall
promptly repair any damage to the Premises or to the Building resulting from
such removal.

Article 14. RULES AND REGULATIONS.

Tenant agrees to comply with (and cause its agents, contractors, employees and
invitees to comply with) the rules and regulations attached hereto as Exhibit
"C" and with such reasonable modifications thereof and additions thereto as
Landlord may from time to time make. Landlord shall not be responsible for any
violation of said rules and regulations by other tenants or occupants of the
Buildings or Project, or their agents, employees and invitees.

Article 15. CERTAIN RIGHTS RESERVED BY LANDLORD.

Landlord reserves the following rights, exercisable without liability to Tenant
for (a) damage or injury to property, person or business, (b) causing an actual
or constructive eviction from the Premises, or (c) disturbing Tenant's use or
possession of the Premises:

a. To name the Building and Project and to change the name or street address of
the Building or Project:

b. To install and maintain all signs on the exterior of the Building and
Project;

c. To have pass keys to the Premises and all doors within the Premises and
operate storage areas, if any, excluding Tenant's vaults and safes;

d. At any time during the Term, and on reasonable prior notice to Tenant, to
inspect the Premises, and to show the Premises to any prospective purchaser or
mortgagor of the Project or to any assignee of any mortgages on the Project, or
to others having an interest in the Project or Landlord, and during the last
twelve months of the Term, to show the Premises to prospective tenants thereof,
and

e. To enter the Premises for the purpose of making inspection, repairs,
alterations, additions or improvements to the Premises or the Building
(including, without limitation, checking, calibrating, adjusting or balancing
controls and other pods of the HVAC system), and to take all steps as may be
necessary or desirable for the safety, protection, maintenance or preservation
of the Premises or the Building or Landlord's interest herein, or as may be
necessary or desirable for the operation or improvement of the Building or in
order to comply with laws, orders or requirements of governmental or other
authority. Landlord agrees to use its best efforts (except in an emergency) to
minimize interference with Tenant's business in the Premises in the course of
any such entry;

f. To make changes to the Project interior and exterior and Common Areas,
including, without limitation, changes in the location, size, shape, number, and
appearance thereof, including but not limited to the lobbies, windows,
stairways, air shafts, elevators, restrooms, entrances, loading and unloading
areas ingress, egress, direction of traffic, decorative wells, provided,
however, Landlord shall at all times provide the parking facilities required by
applicable law;

g. To close temporarily any of the Common Areas for maintenance purposes so long
as reasonable access to the Premises remains available;

h. To add additional buildings and improvements to the Common Areas;

i. To use the Common Areas while engaged in making additional improvements,
repairs or alterations to the Project or any portion thereof;

j. To do and perform such other acts and make such other changes in, to or with
respect to the Common Areas and Project as Lessor may, in the exercise of sound
business judgment deem to be appropriate.

Article 16. ASSIGNMENT AND SUBLETTING.

16.1 No assignment of this Lease or sublease of all or any part of the Premises
shall be permitted, except as provided in this Article 16.

a. Tenant shall not, without the prior written consent of Landlord, assign,
sell, pledge, mortgage, encumber transfer or hypothecate this Lease or any
interest herein or sublet the Premises or any part thereof, or permit the use of
the Premises by any party other than Tenant. Any of the foregoing acts without
such consent shall be void and shall, at the option of Landlord, constitute a
non-curable default of this Lease. This Lease shall not, nor shall any interest
of Tenant herein, be assignable by operation of law without the written consent
of Landlord.

b. If at any time or from time to time during the Term Tenant desires to assign
this Lease or sublet all or any part of the Premises, Tenant shall give notice
to Landlord setting forth the terms and provisions of the proposed assignment or
sublease, and the identity of the proposed assignee or subtenant. Tenant shall
promptly supply Landlord with such information concerning the business
background and financial condition of such proposed assignee or subtenant as
Landlord may reasonably request. Landlord shall have the option, exercisable by
notice given to Tenant within twenty (20) days after Tenant's notice is given,
either to sublet such space from Tenant at the rental and on the other terms set
forth in this Lease for the term set forth in Tenant's notice, or, in the case
of an assignment, to terminate this Lease. If Landlord does not exercise such
option, Tenant may assign the Lease or sublet such space to such proposed
assignee or subtenant on the following further conditions:

(1) Landlord shall have the right to approve or disapprove such proposed
assignment or sublease, which decision must be in writing and shall not be
unreasonably withheld;

(2) The assignment or sublease shall be on the same terms set forth in the
notice given to Landlord;

(3) No assignment or sublease shall be valid and no assignee or subtenant shall
take possession of the Premises until an executed counterpart of such assignment
or sublease has been delivered to Landlord;


                                       54
<PAGE>

(4) No assignee or subtenant shall have a further right to assign or sublet
except on the terms herein contained; and

(5) Any sums or other economic consideration received by Tenant as a result of
such assignment or subletting, however denominated under the assignment or
sublease, which exceed, in the aggregate (i) the total sums which Tenant is
obligated to pay Landlord under this Lease (prorated to reflect obligations
allocable to any portion of the Promises subleased), plus (ii) any real estate
brokerage commissions or fees payable in connection with such assignment or
subletting, shall be paid to Landlord as additional rent under this Lease
without affecting or reducing any other obligations of Tenant hereunder,

(6) Any transfer for which consent is required pursuant to any mortgage, deed of
trust, security interest, title retention, interest affecting the Land, Building
or Project (the "Mortgage") shall not be effective unless and until such consent
is given by the holder of any note or obligation secured by a Mortgage (the
"Mortgagee).

c. Notwithstanding the provisions of paragraphs a and b above, Tenant may assign
this Lease or sublet the Premises or any portion thereof, without Landlord's
consent and without extending any recapture or termination option to Landlord,
to any corporation which controls, is controlled by or is under common control
with Tenant, or to any corporation resulting from a merger or consolidation with
Tenant, or to any person or entity which acquires all the assets of Tenant's
business as a going concern, provided that (i) the assignee or subtenant assume,
in full, the obligations of Tenant under this Lease, (ii) Tenant remains fully
liable under this Lease, and (iii) the use of the Premises under Article 8
remains unchanged.

If Tenant is a partnership, then any transfer or assignment during the term of
the Lease which in the aggregate exceeds twenty-five percent (25%) of the
interests of the partnership shall be deemed an assignment within the provisions
of Article 16.a. In addition, if Tenant is a corporation, any transfer or
assignment directly or indirectly, of any stock in such corporation which, in
the aggregate, exceeds twenty-five percent (25%) of the total shares should be
deemed an assignment of the Lease for purposes of Article 16.

d. Notwithstanding the provisions of paragraphs a, b and c above, the parties
agree it is reasonable for the Landlord to disapprove an assignment of sublease
to any other tenant(s) at the property.

e. No subletting or assignment shall release Tenant of Tenant's obligations
under this Lease or allot the primary liability of Tenant to pay the Rent and to
perform all other obligations to be performed by Tenant hereunder. No sublease
or assignment shall be effective without the express written assumption by such
assignee or Tenant of the obligations of Tenant under this Lease. The acceptance
of Rent by Landlord from any other person shall not be deemed to be a waiver by
Landlord of any provision hereof. Landlord may accept any rent or performance of
Tenant's obligations from any person other than Tenant pending approval or
disapproval of an assignment. Neither a delay in the approval or disapproval of
such assignment nor the acceptance of any rent for performance shall constitute
a waiver or estoppel of Landlord's right to exercise its remedies for the
default or breach by Tenant of any of the term, covenants or conditions of this
Lease. Consent to one assignment or subletting shall not be deemed consent to
any subsequent assignment or subletting. In the event of default or if Tenant is
or becomes bankrupt or insolvent, makes an assignment for the benefit of
creditors, or institutes a proceeding under the Bankruptcy Act in which Tenant
is the bankrupt; or if Tenant is a partnership or consists of more than one
person or entity, if any partner of the partnership or other such person or
entity is or becomes bankrupt or insolvent, or makes an assignment for the
benefit of creditors by an assignee or subtenant of Tenant or any successor of
Tenant in the performance of any of the terms hereof, Landlord may proceed
directly against Tenant without the necessity of exhausting remedies against
such assignee, subtenant or successor. Landlord may consent to subsequent
assignments of the Lease or sublettings or amendments or modifications to the
Lease with assignees of Tenant, without notifying Tenant, or any successor of
Tenant, and without obtaining its or their consent thereto and any such actions
shall not relieve Tenant of liability under this Lease.

f. In the event of any default or breach of Tenant's obligation under this
Lease, Landlord may proceed directly against Tenant, any Guarantors or anyone
else responsible for the performance of the Tenant's obligations under this
Lease, including any subtenant, without first exhausting Landlord's remedies
against any other person or entity responsible therefor to Landlord, or any
security held by Landlord.

g. If Tenant assigns the Lease or sublets the Premises or requests the consent
of Landlord to any assignment or subletting or if Tenant requests the consent of
Landlord for any act that Tenant proposes to do, then Tenant shall, upon demand,
pay Landlord a non-refundable administrative fee of One Thousand and No/100ths
Dollars ($1,000.00) or ten percent (10%) of the current monthly Base Rent,
whichever is greater, plus any attorneys' fees reasonably incurred by Landlord
in connection with such act or request.

h. Any assignee of, or subtenant under, this Lease shall, by reason of accepting
such assignment or entering into such sublease, be deemed, for the benefit of
Landlord, to have assumed and agrees to conform and comply with each and every
term, covenant, condition and obligation herein to be observed or performed by
Tenant during the term of said assignment or sublease, other than such
obligations as are contrary to or inconsistent with provisions of an assignment
or sublease to which Landlord has specifically consented in writing.

16.2 The following terms and conditions shall apply to any subletting by Tenant
of all or any part of the Premises and shall be deemed included in all subleases
under this Lease whether or not expressly incorporated therein:

a. Tenant hereby assigns and transfers to Landlord all of Tenant's interest in
all rentals and income arising from any sublease of all or a portion of the
Premises heretofore or hereafter made by Tenant, and Landlord may collect such
rent and income and apply same toward Tenant's obligations under this Lease;
provided, however, that until a default (as defined in Article 28) shall occur
in the performance of Tenant's obligations under this Lease, Tenant may, except
as otherwise provided in this Lease, receive, collect and enjoy the rents
accruing under such sublease. Landlord shall not, by reason of the foregoing
provision or any other assignment of such sublease to Landlord, nor by reason of
the collection of the rents from a subtenant, be deemed liable to the subtenant
for any failure of Tenant to perform and comply with any of Tenant's obligations
to such subtenant under such sublease. Subtenant shall rely upon any such
statement and request from Landlord and shall pay such rents and other charges
to Landlord without any obligation or right to inquire as to whether such
default exists and notwithstanding any notice from or claim from Tenant to the
contrary. Tenant shall have no right or claim against such subtenant, or, until
the default has been cured, against Landlord, for any such rents and other
charges so paid by said subtenant to Landlord.

b. In the event of a default by Tenant in the performance of its obligations
under this Lease, Landlord, at its option and without any obligation to do so,
may require any subtenant to attorn to Landlord, in which event Landlord shall
undertake the obligations of the sublandlord under such sublease from the time
of the exercise of said option to the expiration of such sublease; provided,
however, Landlord shall not be liable for any prepaid rents or security deposit
paid by such subtenant to such sublandlord or for any other prior defaults or
defaults of such sublandlord under such sublease.

c. Any matter or thing requiring the consent of the sublandlord under a sublease
shall also require the consent of Landlord herein.

d. No subtenant under a sublease approved by Landlord shall further assign or
sublet all or any part of the Premises without Landlord's prior written consent.


                                       55
<PAGE>

e. Landlord shall deliver a copy of any notice of default by Tenant to the
subtenant, who shall have the right to cure the default of Tenant within the
grace period, specified in such notice. The subtenant shall have a right of
reimbursement and offset from and against Tenant for any such defaults cured by
the subtenant.

Article 17. HOLDING OVER.

If after expiration of the Term, Tenant remains in possession of the Premises
with Landlord's permission (express or implied), Tenant shall become a tenant of
sufferance, upon all the provisions of this Lease (except as to Term, Base Rent
and any options to extend the Lease Term), but the "Monthly Installments of Base
Rent" payable by Tenant shall be increased to one hundred fifty percent (150%)
of the Monthly Installments of Base Rent payable by Tenant at the expiration of
the Term. If Tenant remains in possession without Landlord's written consent,
Tenant shall be deemed to be wrongful holdover and shall be subject to all the
rights and remedies provided to Landlord under this Lease and the applicable
laws, including, without limitation, any forcible entry and detainer actions or
other eviction processes, and Tenant shall be liable for all Additional Rent and
Two Hundred percent (200%) of Minimum Rent for the period that Tenant is in
wrongful possession. Such monthly rent shall be payable in advance on or before
the first day of each month. If either party desires to terminate all such
tenancy, it shall give the other Party not less than five (5) days advance
written notice of the date of termination. Tenant shall Indemnify Landlord
against all liabilities and damages sustained by Landlord by reason of such
retention of possession.

Article 18. SURRENDER OF PREMISES.

a. Tenant shall peaceably surrender the Premises to Landlord on the Expiration
Date or such earlier date as the Lease shall terminate pursuant to the terms of
the Lease, in broom-clean condition and in as good condition as when Tenant took
possession, except for (i) reasonable wear and tear (ii) loss by fire or other
casualty, and (iii) loss by condemnation. Tenant shall, on Landlord's request,
remove Tenant's Property on or before the Expiration Date or such earlier date
as the Lease shall terminate pursuant to the terms of the Lease, and promptly
repair all damage to the Premises or Building caused by such removal.

b. If Tenant abandons or surrenders the Premises, or is dispossessed by process
of law or otherwise, any of Tenant's Property left on the Premises shall be
deemed to be abandoned. If Landlord elects to remove all or any part of such
Tenants Property, the cost of removal, including repairing any damage to the
Premises or Building caused by such removal, shall be paid by Tenant. On the
Expiration Date or such earlier date as the Lease shall terminate pursuant to
the terms of the Lease, Tenant shall surrender all keys to the Premises.

Article 19. DESTRUCTION OR DAMAGE.

a. If the Premises or the portion of the Building necessary for Tenant's
occupancy is damaged by fire, earthquake, act of God, the elements or other
casualty (unless caused by a negligent or willful act of Tenant, in which event
Tenant shall make the repairs at Tenant's expense), this Lease shall continue in
full force and effect, subject to being terminated pursuant to the terms and
conditions set forth below in this Article 19. Landlord shall not have any
obligation to repair or restore any damage to the Premises, Building or the
Project if there are insufficient insurance proceeds to repair or restore the
same. If Landlord determines that repairs can be completed within ninety (90)
days, this Lease shall remain in full force and effect, except that if such
damage is not the result of the negligence or willful misconduct of Tenant or
Tenant's agents, employees, contractors, licensees or invitees, the Base Rent
shall be abated to the extent Tenant's use of the Premises is impaired,
commencing with the date of damage and continuing until completion of the
repairs required of Landlord under Article 19.d.

b. If in Landlord's opinion, such repairs to the Premises or portion of the
Building necessary for Tenant's occupancy cannot be completed within ninety (90)
days, Landlord may elect upon notice to Tenant given within sixty (60) days
after the date of such fire or other casualty, to repair such damage, in which
event this Lease shall continue in full force and effect, but the Base Rent
shall be partially abated as provided in Article 19.d. If Landlord does not so
elect to make such repairs, this Lease shall terminate upon fifteen (15) days
written notice to Tenant.

c. If any other portion of the Building or Project is totally destroyed or
damaged to the extent that in Landlord's opinion repair thereof cannot be
completed within ninety (90) days, Landlord may elect upon notice to Tenant
given within sixty (60) days after the date of such fire or other casualty, to
repair such damage, in which event this Lease shall continue in full force and
effect, but the Base Rent shall be partially abated as provided in Article 19.a.
If Landlord does not elect to make such repairs, this Lease shall terminate upon
fifteen (15) days written notice to Tenant. If the Premises, Building or Project
is damaged or destroyed during the last twelve (12) months of the Lease Term,
Landlord shall have the right to terminate the Lease by delivering written
notice to tenant.

d. If the Premises are to be repaired under this Article, Landlord shall repair
at its cost any injury or damage to the Building and Building Standard Work in
the Premises. Tenant shall be responsible at its sole cost and expense for the
repair, restoration and replacement of any other Leasehold Improvements and
Tenant's Property. All costs for repair and restoration incurred by Landlord and
not covered by insurance proceeds shall be included as part of the Project
Operating Costs, Tenant shall have no right to terminate the Lease by reason of
any such damage, destruction, repair or restoration.

Landlord shall not be liable for any loss of business, inconvenience or
annoyance arising from any repair or restoration of any portion of the Premises,
Building or Project as a result of any damage from fire or other casualty.

e. This Lease shall be considered an express agreement governing any case of
damage to or destruction of the Premises, Building or Project by fire or other
casualty, and any present or future law which purports to govern the rights of
Landlord and Tenant in such circumstances in the absence of express agreement,
shall have no application.

f. The rights and obligation of the parties hereto are subject to the rights of
lenders who hold a security interest in the Project to require that casualty
insurance proceeds relating to the Project be applied against the debt secured
by the project.


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<PAGE>

Article 20. EMINENT DOMAIN.

A. If the whole of the Building or Premises or Land is lawfully taken by
condemnation or sold under threat of the exercise of such power, or taken in any
other manner for any public or quasi public purpose, this Lease shall terminate
as of the date of such taking, and Rent shall be prorated to such date. If less
than the whole of the Building or Premises is so taken, this Lease shall be
unaffected by such taking, provided that (i) Tenant shall have the right to
terminate this Lease by notice to Landlord given within ninety (90) days after
the date of such taking if twenty percent (20%) or more of the Premises is taken
and the remaining area of the Premises is not reasonably sufficient for Tenant
to continue operation of its business, and (ii) Landlord shall have the right to
terminate this Lease by notice to Tenant given within ninety (90) days after the
date of such taking. If either Landlord or Tenant so elects to terminate this
Lease, the Lease shall terminate on the thirtieth (30th) day after either such
notice. The Rent shall be prorated to the date of termination. If this Lease
continues in force upon such partial taking, the Base Rent and Tenant's
Proportionate Share shall be equitably adjusted according to the remaining
Rentable Area of the Premises and Project.

B. In the event of any taking, partial or whole, all of the proceeds of any
award, judgment or settlement payable by the condemning authority shall be the
exclusive property of Landlord, and Tenant hereby assigns to Landlord all of its
right, title and interest in any award, judgment or settlement from the
condemning authority. Tenant, however, shall have the right, to the extent that
Landlord's award is not reduced or prejudiced, to claim from the condemning
authority (but not from Landlord) such compensation as may be recoverable by
Tenant in its own right for relocation expenses and damage to Tenant's personal
property.

C. In the event of a partial taking of the Premises which does not result in a
termination of this Lease, Landlord shall restore the remaining portion of the
Premises as nearly as practicable to its condition prior to the condemnation or
taking, but only to the extent of Building Standard Work. Landlord's obligation
to restore the remaining portion of the Premises should be subject to the amount
of damages applicable to the same. Tenant shall be responsible at its sole cost
and expense for the repair, restoration and replacement of any other Leasehold
Improvements and Tenant's Property.

D. The rights and obligations of the parties hereto are subject to the rights of
lenders who hold a security interest in the Project to require that casualty
insurance proceeds relating to the Project be applied against the debt secured
by the project.

Article 21. INDEMNIFICATION.

A.    TENANT SHALL INDEMNIFY AND HOLD LANDLORD, ITS AGENTS, PARTNERS AND LENDERS
      HARMLESS AGAINST AND FROM LIABILITY AND CLAIMS OF ANY KIND FOR LOSS OR
      DAMAGE TO PROPERTY OF TENANT OR ANY OTHER PERSON, OR FOR ANY INJURY TO OR
      DEATH OF ANY PERSON, ARISING OUT OF: (1) TENANT'S USE AND OCCUPANCY OF THE
      PREMISES AND PROJECT, OR ANY WORK, ACTIVITY OR OTHER THINGS ALLOWED OR
      SUFFERED BY TENANT TO BE DONE IN, ON OR ABOUT THE PREMISES AND PROJECT;
      (2) ANY BREACH OR DEFAULT BY TENANT OF ANY OF TENANT'S OBLIGATIONS UNDER
      THIS LEASE; (3) ANY NEGLIGENT OR OTHERWISE TORTUOUS ACT OR OMISSION OF
      TENANT, ITS AGENTS, EMPLOYEES, INVITEES OR CONTRACTORS, (4) ANY CLAIMS,
      DAMAGES, LOSSES, LIABILITIES, JUDGMENTS, COSTS OR EXPENSES ARISING OUT OF
      ANY ALTERATIONS, ADDITIONS OR IMPROVEMENTS UNDERTAKEN BY TENANT OR ANY
      WORK OR SERVICES PERFORMED FOR OR MATERIALS USED BY OR FURNISHED TO TENANT
      OR ITS EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES WITH
      RESPECT TO THE PREMISES (INCLUDING THE REMOVAL OF ANY MECHANICS' LIENS)
      AND ALSO ARISING OUT OF THE TRANSPORTATION, HANDLING, USE, GENERATION,
      STORAGE, DISPOSAL OR RELEASE OF ANY HAZARDOUS MATERIALS IN, ON OR ABOUT
      ANY PORTION OF THE PREMISES, BUILDING OR PROJECT BY TENANT OR ITS
      EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES; OR (5) OR
      RESULTING FROM TENANT'S DELAY OR FAILURE TO SURRENDER THE PREMISES IN
      ACCORDANCE WITH THE PROVISIONS OF ARTICLE 18, WHETHER OR NOT DUE TO
      LANDLORD'S NEGLIGENCE. TENANT SHALL AT TENANT'S EXPENSE, AND BY COUNSEL
      SATISFACTORY TO LANDLORD, DEFEND LANDLORD IN ANY ACTION OR PROCEEDING
      ARISING FROM ANY SUCH CLAIM AND SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD
      AGAINST ALL COSTS, ATTORNEY'S FEES, EXPERT WITNESS FEES AND ANY OTHER
      EXPENSES INCURRED IN SUCH ACTION OR PROCEEDING, INCLUDING LANDLORD'S
      NEGLIGENCE, EXCEPT AS TO EACH OF THE INDEMNIFICATIONS SET FORTH ABOVE FOR
      ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY ON THE PREMISES WHICH IS
      SOLELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD,
      AS A MATERIAL PART OF THE CONSIDERATION FOR LANDLORD'S EXECUTION OF THIS
      LEASE, TENANT HEREBY ASSUMES ALL RISK OF DAMAGE OR INJURY TO ANY PERSON OR
      PROPERTY IN, ON OR ABOUT THE PREMISES, BUILDING AND PROJECT FROM ANY
      CAUSE. TENANT'S INDEMNITY OBLIGATION SHALL SURVIVE THE TERMINATION OR
      EXPIRATION OF THE LEASE,

B.    LANDLORD SHALL NOT BE LIABLE FOR INJURY OR DAMAGE WHICH MAY BE SUSTAINED
      BY THE PERSON OR PROPERTY OF TENANT, ITS EMPLOYEES, INVITEES OR CUSTOMERS,
      AND ANY OTHER PERSON IN OR ABOUT THE PREMISES OR PROJECT, CAUSED BY OR
      RESULTING FROM FIRE, STEAM, ELECTRICITY, GAS, WATER OR RAIN WHICH MAY LEAK
      OR FLOW FROM OR INTO ANY PART OF THE PREMISES OR PROJECT, OR FROM THE
      BREAKAGE, LEAKAGE, OBSTRUCTION OR OTHER DEFECTS OF PIPES, SPRINKLERS,
      WIRES, APPLIANCES. PLUMBING, AIR CONDITIONING OR LIGHTING FIXTURES,
      WHETHER SUCH DAMAGE OR INJURY RESULTS FROM CONDITIONS ARISING UPON THE
      PREMISES OR UPON OTHER PORTIONS OF THE BUILDING OR PROJECT OR FROM OTHER
      SOURCES, WHETHER OR NOT DUE TO LANDLORD'S NEGLIGENCE. LANDLORD SHALL NOT
      BE LIABLE FOR ANY DAMAGES ARISING FROM ANY ACT OR OMISSION OF ANY OTHER
      TENANT OR THE BUILDING OR PROJECT, NOR FROM THE FAILURE OF LANDLORD TO
      ENFORCE THE PROVISIONS OF ANY OTHER LEASE IN THE PROJECT, WHETHER OR NOT
      DUE TO LANDLORD'S NEGLIGENCE. LANDLORD AND ITS AGENTS AND EMPLOYEES SHALL
      NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS OF BUSINESS OR LOST
      PROFITS BY TENANT. TENANT HEREBY WAIVES ALL CLAIMS FOR DAMAGE TO PROPERTY
      OR DEATH OR INJURY TO PERSONS IN, ON OR ABOUT THE PREMISES FROM ANY CAUSE,
      INCLUDING LANDLORD'S NEGLIGENCE, BUT EXCLUDING LANDLORD'S GROSS NEGLIGENCE
      OR WILLFUL MISCONDUCT. LANDLORD AND ITS AGENTS AND EMPLOYEES SHALL NOT BE
      LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGE TO PROPERTY ENTRUSTED TO
      EMPLOYEES OF THE BUILDING OR PROJECT, ANY LOSS OR DAMAGE TO PERSONS OR
      PROPERTY RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING LANDLORD'S
      NEGLIGENCE, UNLESS CAUSED BY OR DUE TO THE GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT OF LANDLORD OR ITS AGENTS OR EMPLOYEES.

C.    IF, AT ANY TIME DURING THE TERM OF THIS LEASE, THE HOLDER OF THE
      LANDLORD'S INTEREST HEREUNDER IS A PARTNERSHIP, JOINT VENTURE OR LIMITED
      LIABILITY COMPANY, TENANT AGREES TO LOOK ONLY TO THE ASSETS OF SUCH
      PARTNERSHIP, JOINT VENTURE OR LIMITED LIABILITY COMPANY AND NOT TO THE
      PARTNERS, JOINT VENTURE OR MEMBERS PERSONALLY WITH RESPECT TO ANY
      OBLIGATIONS OR PAYMENT DUE OR WHICH MAY BECOME DUE FROM LANDLORD
      HEREUNDER. A DEFICIT IN THE CAPITAL ACCOUNT OF ANY PARTNER, JOINT VENTURE
      OR MEMBER SHALL NOT BE CONSIDERED AN ASSET OF SUCH PARTNERSHIP, JOINT
      VENTURE OR LIMITED LIABILITY COMPANY VENTURE.


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<PAGE>

Article 22. TENANT'S INSURANCE.

a. All insurance required to be carried by Tenant hereunder shall be issued by
responsible insurance companies with a Best's rating of AVII or better
acceptable to Landlord and Landlord's lender and qualified to do business in the
State. Each policy with the exception of worker's compensation, shall name
Landlord, Landlord's agents, and at Landlord's request any mortgagee of
Landlord, as an additional insured, as their respective interests may appear.
The commercial liability policy shall contain (i) a cross-liability endorsement,
(ii) a provision that such policy and the coverage evidenced thereby shall be
primary and non-contributing with respect to any policies carried by Landlord
and that any coverage carried by Landlord shall be excess insurance, and (iii) a
waiver by the insurer of any right of subrogation against Landlord, its agents,
employees and representatives, which arises or might arise by reason of any
payment under such policy or by reason of any act or omission of Landlord, its
agents, employees or representatives. A copy of each paid up policy
(authenticated by the insurer) or certificate of the insurer evidencing the
existence and amount of each insurance policy required hereunder shall be
delivered to Landlord before the date Tenant is first given the right of
possession of the Premises, and thereafter within thirty (30) days after any
demand by Landlord therefor. Landlord may, at any time and from time to time,
inspect and/or copy any insurance policies required to be maintained by Tenant
hereunder. No such policy shall be cancelable or subject to reduction of
coverage or other modification except after thirty (30) days written notice to
Landlord and Landlord's lender. Tenant shall furnish Landlord with renewals of
"binders" of any such policy at least ten (10) days prior to the expiration
thereof. Tenant agrees that if Tenant does not take out and maintain such
insurance, Landlord may (but shall not be required to) produce said insurance on
Tenant's behalf and charge the Tenant the premiums together with a twenty-five
percent (25%) handling charge, payable upon demand. Tenant shall have the right
to provide such insurance coverage pursuant to blanket policies obtained by the
Tenant, provided such blanket policies expressly afford coverage to the
Premises, Landlord, Landlord's mortgagee and Tenant as required by this Lease.

b. Beginning on the date Tenant is given access to the Premises for any purpose
and continuing until expiration of the Term, Tenant shall procure, pay for and
maintain in effect policies of casualty insurance covering (i) all Leasehold
Improvements (including any alternations, additions or improvements as may be
made by Tenant pursuant to the provisions of Article 12 hereof), (ii) trade
fixtures, merchandise and other personal property, fixtures, equipment and
tenant improvements from time to time in, on or about the Premises, in an amount
not less than one hundred percent (100%) of their actual replacement cost from
time to time, providing protection against any peril included within the
classification "Fire and Extended Coverage" together with insurance against
sprinkler leaking damage, vandalism and malicious mischief and (iii) loss of
rents endorsement. The proceeds of such insurance shall be used for the repair
or replacement of the property so insured. Upon termination of this Lease
following a casualty as set forth herein, the proceeds under (i) shall be paid
to Landlord, and the proceeds under (ii) above shall be paid to Tenant.

c. Beginning on the date Tenant is given access to the Premises for any purpose
and continuing until expiration of the Term, Tenant shall procure, pay for and
maintain in effect worker's compensation insurance as required by law and
commercial general liability insurance with respect to the construction of
improvements on the Premises, the use, operation or condition of the Premises
and the operations of Tenant in, on or about the Premises, insuring Tenant
against liability for bodily injury, death, personal Injury and property damage
for not less than One Million Dollars ($1,000,000.00) combined single limit; if
Tenant operates owned, hired, or non-owned vehicles on the Project,
comprehensive automobile liability will be carried at a limit of liability not
less than One Million Dollars ($1,000,000.00) combined bodily injury and
property damage; and umbrella liability insurance in excess of the underlying
coverage listed herein above, with limits of not less than $2,000,000 per
occurrence/$2,000,000 aggregate. The limit on such insurance coverage maintained
by Tenant shall not limit the liability of Tenant under the Lease.

d. Not less then every three (3) years during the Term, Landlord and Tenant
shall mutually agree to increases in all of Tenant's insurance policy limits for
all insurance to be carried by Tenant as set forth in this Article. In the event
Landlord and Tenant cannot mutually agree upon the amounts of said increases,
then Tenant agrees that all insurance policy limits as set forth in this Article
shall be adjusted for increases in the cost of living In the same manner as is
set forth in Article 5.2 hereof for the adjustment of the Base Rent.

e. Landlord makes no representation that the limits or forms of coverage of
insurance specified are adequate to cover Tenant's property or obligations under
this Lease.

f. Tenant may not self insure any insurance obligations.

Article 23. LANDLORD'S INSURANCE.

a. Landlord shall obtain and keep in force during the term of this Lease a
policy of Combined Single Limit Bodily Injury and Broad Form Property Damage
Insurance; plus coverage against such other risks Landlord deems advisable from
time to time, insuring Landlord, but not Tenant, against liability arising out
of the ownership, use, occupancy or maintenance of the Project, the cost of
which premiums are included as part of Project operating costs.

b. Landlord shall obtain and keep in force during the term of this Lease a
policy or policies of insurance covering loss or damage to the Project
Improvements, but not Tenant's personal property, fixtures, equipment or
non-structural tenant improvements, in the amount of the full replacement cost
thereof, as the same may exist from time to time, utilizing Insurance Services
Office standard form, or equivalent, providing protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, plate glass, and such other perils as Landlord deems
advisable or may be required by a lender having a lien on the Project. In
addition, Landlord shall obtain and keep in force, during the term of this
Lease, a policy of rental value insurance covering a period of one year, with
loss payable to Landlord, which insurance, shall also cover all Operating
Expenses for said Period. Tenant will not be named in any such policies carried
by Landlord and shall have no right to any proceeds therefrom. The policies
required by those paragraphs a and b shall contain such deductibles as Landlord
or the aforesaid lender may determine. In the event that the Premises shall
suffer destruction or damage as defined in Article 19 hereof, the deductible
amounts under the applicable insurance policies shall be deemed an Operating
Expense. Tenant shall not do or permit to be done anything which shall
invalidate the insurance policies carried by Landlord. Tenant shall pay the
entirety of any increase in the property insurance premium for the Project over
what it was immediately prior to the commencement of the term of this Lease if
the increase is specified by Landlord's insurance carrier as being caused by the
nature of Tenant's occupancy or any act or omission of Tenant. The cost of
premiums for such policies are included as part of Project operating costs.

Article 24. WAIVER OF SUBROGATION.

Landlord and Tenant each hereby waive all rights of recovery against the other
and against the officers, employees, agents and representatives of the other, on
account of loss by or damage to the waiving party of its property or the
property of others under its control, to the extent that such loss or damage is
insured against under any fire and extended coverage insurance policy which
either may have in force at the time of the loss or damage. Tenant shall, upon
obtaining the policies of insurance required under this Lease, give notice to
its insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.


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<PAGE>

Article 25. SUBORDINATION AND ATTORNMENT.

Upon written request of Landlord, or any first mortgage or first deed of trust
beneficiary of Landlord, or ground lessor of Landlord, Tenant within ten (10)
days shall, in writing, subordinate the rights under this Lease to the lien of
any mortgage or deed of trust, or to the interest of any lease in which Landlord
is lessee, and to all advances made or hereafter to be made thereunder. However,
before signing any subordination agreement, Tenant shall have the right to
obtain from any lender or lessor of Landlord requesting such subordination, an
agreement in writing providing that, as long as Tenant is not in default
hereunder, this Lease shall remain in effect for the full Term. The holder of
any security interest may, upon written notice to Tenant, elect to have this
Lease prior to its security interest regardless of the granting or recording of
such security interest. Tenant's failure to execute such documents within ten
(10) days after written demand shall constitute a material default by Tenant
hereunder without further notice to Tenant or, at Landlord's option, Landlord
shall execute such documents on behalf of Tenant as Tenant's attorney-in-fact.
Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's
attorney-in-fact and in Tenant's name, place and stead, to execute such
documents in accordance with this paragraph.

Upon any foreclosure of any deed of trust or mortgage upon the Property or upon
the execution of any deed in lieu of such foreclosure, Tenant agrees that it
shall attorn to and recognize as its landlord under this Lease any person
succeeding to the interest of Landlord in connection with such foreclosure or
deed in lieu. If requested, Tenant shall execute and deliver an instrument or
instruments confirming its attornment as provided for herein; provided, however,
that no such successor-in-interest shall not be responsible for or bound by (a)
any act, omission, or default by Landlord, (b) any security deposit not paid to
such successor-in-interest, (c) payment of any tenant allowance or inducement,
(d) any payment of rent for more than one (1) month in advance, (e) any offset,
defense or counterclaim against Landlord, or (f) any amendment or modification
of this Lease except as otherwise expressly permitted, or consented to, by the
mortgages under any mortgage or the beneficiary under any dead of trust.

Article 26. TENANT ESTOPPEL CERTIFICATES.

Within ten (10) days after written request from Landlord, Tenant shall, without
charge, at any time and from time to time execute and deliver to Landlord or
Landlord's designee, a written statement codifying (a) that this Lease is
unmodified and in full force and effect, or is in full force and effect as
modified and stating the modifications; (b) the amount of Base Rent and the date
to which Base Rent and additional rent have been paid in advance; (c) the amount
of any security deposited with Landlord; and (d) that Landlord is not in default
hereunder or, if Landlord is claimed to be in default, stating the nature of any
claimed default; (e) that any alterations required by the Lease to have been
made by Landlord have been made to the satisfaction of Tenant; (f) that Tenant
is not in default; (g) that the address to which notices to Tenant should be
sent is as set forth in the Lease (or, if not, specifying the correct address),
and (h) any other codifications requested by Landlord. Any such statement may be
rolled upon by a purchaser, assignee or lender. Tenant's failure to execute and
deliver such statement within the line required shall at Landlord's election be
a default under this Lease and shall also be conclusive upon Tenant that; (1)
this Lease is in full form and effect and has not been modified except as
represented by Landlord; (2) there are not uncured defaults in Landlord's
performance and that Tenant has no right of offset, counter-claim or deduction
against Rent; and (3) not more than one month's Rent has been paid in advance.
If Landlord desires to finance, refinance, or sell the Project, or any part
thereof, Tenant hereby agrees to deliver to any lender or purchaser designated
by Landlord such financial statements of Tenant as may be reasonably required by
such lender or purchaser. Such statements shall include the past three (3)
years' financial statements of Tenant. All such financial statements shall be
received by Landlord and such lender or purchaser in confidence and shall be
used only for the purpose herein set forth.

Article 27. TRANSFER OF LANDLORD'S INTEREST.

In the event of any sale or transfer by Landlord of the Premises, Building or
Project, and assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of any and all liability and obligations
contained in or derived from this Lease arising out of any act, occurrence or
omission relating to the Premises, Building, Project or Lease occurring after
the consummation of such sale or transfer, providing the purchaser shall
expressly assume all of the covenants and obligations of Landlord under this
Lease. If any security deposit or prepaid Rent has been paid by Tenant, Landlord
may transfer the security deposit or prepaid Rent to Landlord's successor and
upon such transfer, Landlord shall be relieved of any and all further liability
with respect thereto. The obligations contained in this Lease to be performed by
Landlord shall, subject as aforesaid, be binding on Landlord's successors and
assigns, only during their respective periods of ownership.

Article 28. DEFAULT.

28.1 Tenant's Default. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by Tenant:

a. If Tenant abandons or vacates the Premises and Rent is not paid; or

b. If Tenant fails to pay any Rent or any other charges required to be paid by
Tenant when due under this Lease and such failure continues for five (5) days
after such payment is due and payable and Tenant receives written notice from
Landlord, provided that no such notice shall be required if at least two such
notices shall have been given during the previous twelve (12) months. In the
event that Landlord serves Tenant with a Notice to Pay Rent or Quit pursuant to
applicable unlawful detainer statutes such notice shall also constitute the
notice required herein; or

c. If Tenant falls to promptly and fully perform any other covenant, condition
or agreement contained in this Lease and such failure continues for fifteen (15)
days after written notice thereof from Landlord to Tenant; or

d. A writ of attachment or execution is levied on this Lease or on any of
Tenant's Property; or

e. If Tenant makes a general assignment for the benefit of creditors, or
provides for an arrangement, composition, extension or adjustment with its
creditors; or

f. If Tenant files a voluntary petition for relief or if a petition is filed
against Tenant in a proceeding under the federal bankruptcy laws or other
insolvency laws and not withdrawn or dismissed within forty-five (45) days
thereafter, or if under the provisions of any law providing for reorganization
or winding up of corporations, any court of competent jurisdiction assumes
jurisdiction, custody or control of Tenant or any substantial part of its
property and such jurisdiction, custody or control remains in force
unrelinquished, unstayed or unterminated for a period of forty-five (45) days;
or

g. If in any proceeding or action in which Tenant is a party, a trustee,
receiver, agent or custodian is appointed to take charge of the Premises or
Tenant's Property (or has the authority to do so) for the purpose of enforcing a
lien against the Premises or Tenant's Property; or

h. If Tenant is a partnership or consists of more than one (1) person or entity,
if any partner of the partnership or other person or entity is involved in any
of the acts or events described in subparagraphs in subparagraphs d through g
above.


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A default of subsections a. d. a, 1, g, and b are not subject to a cure period.

28.2 Remedies. In the event of any default or breach of this Lease by Tenant
hereunder, then in addition to any other rights or remedies Landlord may have
under any law, Landlord shall have the right, at Landlord's option, without
further notice of demand of any kind to do the following:

a. Terminate this Lease and Tenant's right of possession of the Premises, and
recover all damages to which Landlord is entitled under law, specifically
including but without limitation, all of Landlord's expenses of reletting
(including without limitation, rental concessions to new tenants, repairs,
alterations, legal fees and brokerage commissions). If Landlord elects to
terminate this Lease, every obligation of the parties shall cease as of the date
of such termination, except that Tenant shall remain liable for payment of Rent,
performance of all other terms and conditions of this Lease to the date of
termination and performance of all other terms and conditions of this Lease
which expressly survive termination hereof; or

b. Terminate Tenant's right of possession of the Premises without terminating
this Lease, in which event Landlord may, but shall not be obligated to, relet
the Premises, or any part thereof, for the account of Tenant, for such rent and
term and upon such other conditions as are acceptable to Landlord. For purposes
of such retailing, Landlord is authorized to redecorate, repair, alter and
improve the Premises to the extent necessary in Landlord's discretion. Until
Landlord relets the Premises, Tenant shall remain obligated to pay Rent to
Landlord as provided in this Lease. If and when the Premises are relet and if a
sufficient sum is not realized from such reletting after payment of all of
Landlord's expenses of reletting (including, without limitation, rental
concessions to new tenants, repairs, alterations, legal fees and brokerage
commissions) to satisfy the payment of Rent due under this Lease for any month,
Tenant shall pay Landlord any such deficiency upon demand. Tenant agrees that
Landlord may file suit to recover any sums due Landlord under this Section from
time to time and that such suit or recovery of any amount due Landlord shall not
be any defense to any subsequent motion brought for any amount not previously
reduced to judgment in favor of Landlord; or

c. Accelerate the remaining amounts of Rent due under this Lease from and after
the date of Default, bring action to recover from Tenant the net present value
of the Rent due from the date of termination until the Expiration Date, less the
fair market value of the Premises, discounted at the lesser of the "base rate"
referenced in the definition of the Interest Rate and calculated as of the date
of Default or seven percent (7%) per annum; and

d. In addition to the foregoing, to enter and repossess the Premises and remove
all persons and effects therefrom, by summary proceeding, ejectment or other
legal action or by using such force as may be necessary. Landlord shall have no
liability by reason of any such re-entry, repossession or removal.

If Landlord reenters the Premises under the provisions of subparagraphs b, c or
d above Landlord shall not be deemed to have terminated this Lease or the
obligation of Tenant to pay any Rent or other charges thereafter accruing,
unless Landlord notifies Tenant in writing of Landlord's election to terminate
this Lease. In the event of any reentry or retaking of possession by Landlord,
Landlord shall have the right, but not the obligation, to remove all or any part
of Tenant's Property in the Premises and to place such property in storage at a
public warehouse at the expense and risk of Tenant. If Landlord elects to relet
the Premises for the account of Tenant, the rent received by Landlord from such
reletting shall be applied as follows: first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord; second, to the payments
of any costs of such reletting; third, to the payment of the cost of any
alterations or repairs to the Premises; fourth to the payment of Rent due and
paid hereunder; and the balance, if any, shall be held by Landlord and applied
in payment of future Rent as it becomes due. If that portion of rent received
from the reletting which is applied against the Rent due hereunder is less than
the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly
upon demand by Landlord, such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as determined, any costs and expenses
incurred by Landlord in connection with such retailing or in making alterations
and repairs to the Premises, which are not covered by the rent received from the
reletting.

In addition, Landlord shall have the right to recover as damages from Tenant the
following:

1. Past Rent. The worth at the time of the award of any unpaid Rent which had
been earned; plus

2. Real Prior to Award. The worth at the time of the award of the amount by
which the unpaid Rent which would have bean earned until the time of award
exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided; plus

3. Rent After Award. The worth at the time of the award of the amount by which
is unpaid Rent for the balance of the Term after the time of sword exceeds the
fair market value of the Premises for the balance of the Term, plus

4. Proximately Caused Damages. Any other amount necessary to compensate Landlord
for all detriment proximately caused by Tenant's failure to perform its
obligations under this Lease of which in the ordinary course of things would be
likely to result therefrom, including, but not limited to, any costs or expenses
(Including attorney's fees), incurred by Landlord in (a) retaking possession of
the Premises, (b) maintaining the Premises at Tenant's default, (c) preparing
the Premises for reletting to a new tenant, Including any repairs or
alterations, and (d) reletting the Premises, including brokers commissions,
"'the worth at the time of the award" as used In subparagraphs 1 and 2 of
Section 28.2 shall be computed by allowing Interest at the maximum rate showed
by low from the termination date of the Lease through the date of sword of in
unpaid rent which had been earned at the time of said termination date. The
worth at the time of the award" as used in subparagraph 3 above is to be
computed by discounting the amount at the discount rate of the Federal Reserve
Bank situated nearest to the Premises at the time of the award plus one percent
(1%).

The waiver by Landlord of any breach of any term, covenant or condition of this
Lease shall not be deemed a waiver of such term, covenant or condition or of any
subsequent breach or any other term, covenant or condition. Acceptance of Rent
by Landlord subsequent to any breach hereof shall not be deemed a waiver of any
preceding breach other than the failure to pay the particular Rent so accepted
regardless of Landlord's knowledge of any breach at the time of such acceptance
of Rent. Landlord shall not be deemed to have waived any term, covenant or
condition unless Landlord gives Tenant written notice of such waiver. No
re-entry by Landlord, and no acceptance by Landlord of keys from Tenant, shall
be considered an acceptance of a surrender of the Lease. Tenant hereby waives,
for itself and all persons claiming by and under Tenant, all rights and
privileges which it might have under any present or future law to redeem the
Premises or to continue this Lease after being dispossessed or elected from the
Premises.

28.3 Landlord's Default. If Landlord fails to perform any covenant, condition or
agreement contained in this Lease within thirty (30) days after receipt of
written notice from Tenant specifying such default, or if such default cannot
reasonably be cured within thirty (30) days, if Landlord fails to commence to
cure within that thirty (30) day period, then Landlord shall be liable to Tenant
for any damages sustained by tenant as a result of Landlord's breach; provided,
however, it is expressly understood and agreed that if Tenant obtains a money
judgment against Landlord resulting from any default or other claim arising
under this Lease, that judgment shall be satisfied only out of the (onto,
issues, profits, log other income actually received on account of Landlord's
right, title and interest in the Premises, Building or Project, and no other
real, personal or mixed property of Landlord (or of any of the partners which
comprise Landlord, if any) wherever situated, shall be subject to levy to
satisfy such judgment. Tenant shall not have the right to terminate this Lease
or to withhold, reduce or offset any amount against any payments of Rent or any
other charges due and payable under this Lease except as otherwise specifically
provided herein.


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<PAGE>

Any claim, demand, right or, defense by Tenant that arises out of this Lease or
the negotiations that preceded this Lease shall be barred unless Tenant
commences an action thereon, or interposes a defense by reason thereof, within
six (6) months after the date of the inaction, omission, event, or action that
gave rise to such claim demand, fight, or defense.

Tenant acknowledges and understands, after having consulted with its legal
counsel, that the purpose of the above paragraph is to shorten the period within
which Tenant would otherwise have to raise such demands, rights, or defenses
under applicable laws.

Article 29. BROKERAGE FEES.

Subject to execution of this Lease by both parties, Landlord shall pay to the
Listing Broker and the Cooperating Broker, if any, as designated in Section 2.r.
of this Lease jointly, or in such separate shares as they may mutually designate
in writing, a fee as set forth in a separate agreement between Landlord and the
Listing Broker for brokerage services rendered by said broker(s) to Landlord in
this transaction. Notwithstanding the above, Landlord shall not be obligated for
any brokerage fees beyond the original lease term.

Tenant and Landlord each represent and warrant to the other that neither has had
any dealings with any person, firm, broker or finder (other than the person(s),
if any, whose names are set forth in Section 2.r. of this Lease) in connection
with the negotiations of this Lease and/or the consummation of the transaction
contemplated hereby, and no other broker or other person, firm or entity is
entitled to any commission or finder's fee in connection with said transaction
and Tenant and Landlord do each hereby indemnify and hold the other harmless
from and against any costs, expenses, attorney's fees or liability for
compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying
party, and such indemnity obligation shall survive the termination or expiration
of the Lease.

Article 30. NOTICES.

All notices, approvals and demands permitted or required to be given under this
Lease shall be in writing and deemed duly served or given if personally
delivered or sent by certified or registered U.S. mail, return receipt
requested, postage prepaid, or reputable overnight express mail and addressed as
follows: (a) if to Landlord, to Landlord's Mailing Address as designated in
Section 2.q. and to the Building manager, and (b) if to Tenant, to Tenant's
Mailing Address; as designated in Section 2.q. Notices shall be deemed given
three (3) days after depositing with the U.S. Mail if sent via certified U.S.
Mail, or upon delivery, if personally delivered, and one (1) business day offer
deposit with a reputable national express mail service, if sent via overnight
express mail, Landlord and Tenant may from time to time by notice to the other
designate another place for receipt of future notices.

Article 31. GOVERNMENT ENERGY OR UTILITY CONTROLS.

In the event of imposition of federal, state or local governmental controls,
rules, regulations, or restrictions on the use or consumption of energy or other
utilities during the Term, both Landlord and Tenant shall be bound thereby. In
the event of a difference in interpretation by Landlord and Tenant of any such
controls, the interpretation of Landlord shall prevail, and Landlord shall have
the right to enforce compliance therewith, including the right of entry into the
Premises to effect compliance.

Furthermore, Landlord has advised Tenant that presently Reliant Energy HL&P
("Electric Service Provider") Is the utility company selected by Landlord to
provide electricity service for the Building. Notwithstanding the foregoing, if
permitted by Law, Landlord shall have the right at any time and from time to
time during the Lease Term to either contract for service from a different
company or companies providing electricity service (each such company shall
hereinafter be referred to as an "'Alternate Service Provider") or continue to
contract for service from the Electric Service Provider.

Tenant shall cooperate with Landlord, the Electric Service Provider, and any
Alternate Service Provider at all times and, as reasonably necessary, shall
allow Landlord, Electric Service Provider, and any Alternate Service Provider
reasonable access to the Building's electric lines, feeders, risers, wiring, and
any other machinery within the Premises.

Landlord shall in no way be liable or responsible for any loss, damage, or
expense that Tenant may sustain or incur by reason of any change, failure,
interference, disruption, or defect in the supply or character of the electric
energy furnished to the Premises, or if the quantity or character of the
electric energy supplied by the Electric Service Provider or may Alternate
Service Provider is no longer available or suitable for Tenant's requirements,
and no such change, failure, defect, unavailability, or unsuitability shall
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of the
obligations under the Lease.

Article 32. RELOCATION OF PREMISES.

INTENTIONALLY DELETED

Article 33. QUIET ENJOYMENT.

Tenant, upon paying the Rent and performing all of its obligations under this
Lease, shall peaceably and quietly enjoy the Premises, subject to the terms of
this Lease and of any mortgage, lease, or other agreement to which this Lease
may be subordinate.

Article 34. OBSERVANCE OF LAW.

Tenant shall not use the Premises or permit anything to be done in or about the
Premises, which will in anyway conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated. Tenant shall, at its sole cost and expense, promptly comply with
all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted, relating to, or affecting the condition, use of
occupancy or the Premises. The judgment of any court of competent jurisdiction
or the admission of Tenant in any action against Tenant, whether Landlord is a
party thereto or not, that Tenant has violated any law, ordinance or
governmental rule, regulation or requirement, shall be conclusive of that fact
as between Landlord and Tenant. Tenant shall also, at its sole cost, promptly
comply with the provisions of the recorded documents affecting the Premises
insofar as the same relate to or affect the condition, use, occupational safety
or occupancy of the Premises. Tenant's obligations pursuant to the foregoing
shall include, without limitation, maintaining and restoring the Premises and
making structural and nonstructural alterations and additions in compliance in
conformity with all laws and recorded documents relating to the condition, use,
occupancy or occupational safety of the Premises during the Lease Term;
provided, however, that at Landlord's option, Landlord may make the required
alteration, addition or change, and Tenant shall pay the cost thereof as
additional rent. Any alternations or additions undertaken by Tenant pursuant to
the foregoing shall be subject to the requirements of Article 12 of the Lease.


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Article 35. FORCE MAJEURE.

Any prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, acts of God, governmental
restrictions or regulations or controls, judicial orders, enemy or hostile
government actions, civil commotion, we or other casualty, or other causes
beyond the reasonable control of the party obligated to perform hereunder, shall
excuse performance of the work by that party for a period equal to the duration
of that prevention, delay or stoppage. Nothing In this Article 35 shall excuse
or delay Tenant's obligation to pay Rent or other charges under this Lease.

Article 36. CURING TENANT'S DEFAULT.

If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account or and at the expense of Tenant.
Tenant shall pay Landlord all costs of such performance promptly upon receipt of
a bill therefor.

Article 37. SIGN CONTROL.

Tenants shall not aft, point, erect or inscribe any sign, projection, awning,
signal or advertisement of any kind to any part of the Premises, Building or
Project, including without limitation, the inside or outside of windows or
doors, without the written consent of Landlord, which it may withhold in its
sole discretion. Landlord shall have the right to remove any signs or other
matter installed without Landlord's permission, without being liable to Tenant
by reason of such removal, and to charge the cost of removal to Tenant as
additional rent hereunder, payable within ten (10) days of written demand by
Landlord. Landlord shall, at Landlord's expense, place the Tenant's name on the
shared building directory, and the Suite number and/or Tenant name on or in the
immediate vicinity of the entry door to the Premises using Building standard
sign material and lettering. Landlord shall have no obligation to provide any
entry door signage for the benefit of any assignee or subtenant and any such
signage provided by another party identifying the Suite number and/or assignee
or subtenant name in the Building shall be consistent with Building standard
sign material and lettering and located on or in the immediate vicinity of the
entry door to the assigned or sublet portion of the Premises.

Landlord shall allow Tenant the right to use one (1) sign face on the Building
monument sign currently occupied by Cedar Point Oil. The color, material,
content, size, type and design must be acceptable to Landlord, in its reasonable
discretion. The sign shown on Exhibit "F" attached (if any) is approved. The
Tenant shall provide comers ready artwork for Landlord's approval. Once approved
the cost of Installation of the sign and its maintenance Is Landlord's
obligation.

The signage rights, if any, granted in this Lease shall run in favor of the
original Tenant named in the preamble to this Lease, and may not be assigned,
either together with or separate and apart from this Lease, nor may they be
exercised by any party other than such original Tenant.

Article 38, PARKING.

If Tenant commits, permits or allows any of the prohibited activities relating
to vehicle parking described in the Lease or the Project Rules and Regulations
then in effect, then Landlord shall have the right, without notice, in addition
to such other rights and remedies that it may have to remove or tow away the
vehicle involved and charge the cost to Tenant, which cost shall be immediately
payable upon demand by Landlord.

Article 39. OPTIONS.

a. Each Option granted to Tenant in this Lease is personal to the original
Tenant named in the preamble and may be exercised only by such original Tenant
while occupying the Premises, who does so without the intent of thereafter
assigning this Lease or subletting the Premises or any portion thereof, and may
not be exercised or be assigned, voluntarily or involuntarily, by or to any
person or entity other than such original Tenant; provided, however, that an
Option may be exercised by or assigned to any Tenant Affiliate as defined in
Article 16 of this Lease. The Options, if any, herein granted to Tenant are not
assignable separate and apart from this Lease, nor may any Option be separated
from this Lease in any manner, either by reservation or otherwise.

b. In the event that Tenant has any multiple options to extend or renew this
Lease, a later option to extend cannot be exercised unless the prior option to
extend has been so exercised.

c. Tenant shall not have the right to exercise an Option, notwithstanding any
provision in the grant of Option to the contrary, (i) during the time commencing
from the date Landlord gives to Tenant a notice of default pursuant to Article
28 and continuing until the noncompliance alleged in said notice of default is
cured, (ii) during the period of time commencing on the day after a monetary
obligation to Landlord is due from Tenant and unpaid (without any necessity for
notice thereof to Tenant) and continuing until the obligation is paid, (iii) in
the event that Landlord has given to Tenant three or more notices of default
whether or not the defaults are cured during the 12 month period of time
immediately prior to the time Tenant attempts to exercise the subject Option, or
(iv) Tenant has committed any non-curable breach, including without limitation
those described in Article 28, or is otherwise in default of any of the terms,
covenants or conditions of this Lease.

d. The period of time within which an Option may be exercised shall not be
extended or enlarged by reason of Tenant's inability to exercise an Option
because of the provisions as related hereto for.

e. All rights of Tenant under the provisions of an Option shall terminate and be
of no further force or affect, notwithstanding Tenant's due and timely exercise
of the Option. If, after such exercise and during the term of this Lease (i)
Tenant fails to pay Landlord monetary obligation of Tenant for a period of
thirty (30) days after such obligation becomes due (without any necessity of
Landlord to give notice thereof to Tenant), or (ii) Tenant falls to commence to
cure a default specified in Article 28 within thirty (30) days after the date
that Landlord gives notice to Tenant or such default and/or Tenant fails
thereafter to diligently prosecute said cure to completion, or (iii) Landlord
gives to Tenant three or more notices of such default whether or not the
defaults are cured, or (iv) if Tenant has committed any non-curable breach, or
is otherwise in default of any of the forms, covenants and conditions of this
Lease.


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Article 40. HAZARDOUS MATERIAL.

Tenant shall not cause or permit any Hazardous Material (as hereinafter defined)
to be brought upon, kept or used in or about the Premises or Project by Tenant,
its agents, employees, contractors or invitees, without the prior written
consent of Landlord, which consent may be granted or withheld at Landlord's sole
discretion. For the purpose of this Lease, "Hazardous Material" shall include
oil, flammable explosives, asbestos, urea formaldehyde, radioactive materials or
waste, or other hazardous, toxic, contaminated or polluting materials,
substances or wastes, including, without limitation, any "Hazardous substances,"
"hazardous wastes," "hazardous materials" or "toxic substances" under any
federal, State or local laws, ordinances or regulations, except for routine
office end janitorial supplies used on the Premises and stored in the usual and
customary manner and quantities, and in compliance with all applicable
environmental laws and regulations. If Tenant breaches the obligations set forth
in this paragraph, or if the presence of Hazardous Material in the Premises or
at the Premises caused or permitted by Tenant results in contamination of the
Premises or any other part of the Project, or if contamination of the Project by
Hazardous Material otherwise occurs for which Tenant is legally liable to
Landlord for damage resulting therefrom, then Tenant shall indemnify, defend (by
counsel acceptable to Landlord) and hold Landlord and its agents and each of
their respective successors and assigns harmless from any and all claims
judgments, damages, penalties, fines costs, liabilities or losses (including,
without limitation, diminution in value of the Project damages for the loss or
restriction on use of Project, damages arising from any adverse impact on
settlement of claims, and any attorneys' fees, consultant fees and expert fees
which arise during or after this term of this Lease as a result of such
contamination). This indemnification of Landlord by Tenant shall survive
expiration or termination of this Lease and includes, without limitation, costs
incurred in connection with any investigation of site conditions or any cleanup,
remedial, removal or restoration work required by any federal, State or local
governmental agency or political subdivision because of Hazardous Material
present in, on or under the Premises, without limiting the foregoing. If the
presence of any Hazardous Material caused or permitted by Tenant results in any
contamination of the Project, Tenant shall promptly take all actions, at its
sole expense, as are necessary to return the Project to the condition existing
prior to the introduction of any such Hazardous Material; provided that
Landlord's approval of such actions shall first be obtained, which approval
shall not be unreasonably withheld so long as such actions would not potentially
have any material adverse long-term or short-term effects on the Project.

Article 41. MISCELLANEOUS

a. Accord and Satisfaction; Allocation of Payments. No payment by Tenant or
receipt by Landlord of a lesser amount than the Rent provided for in this Lease
shall be deemed to be other than on account of the earliest due Rent nor shall
any endorsement or statement on any check or letter accompanying any check or
payment as Rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of the Rent or pursue any other remedy provided for in this Lease. In
connection with the foregoing, Landlord shall have the absolute right in its
sole discretion to apply any payment received from Tenant to any account or
other payment of Tenant then not current and due or delinquent.

b. Addends. If any provision contained in an addendum to this Lease is
inconsistent with any other provision herein, the provision contained in the
addendum shall control, unless otherwise provided in the addendum.

c. Attorneys' Fees. In the event of a suit, action, arbitration. or other
proceeding of any nature whatsoever, including, without limitation, any
proceeding under the U. S. Bankruptcy Code, is instituted to interpret or
enforce any provision of this Agreement, or with respect to any dispute relating
to this Agreement, including, without limitation, any action which a declaration
of rights is sought or an action for rescission, the prevailing party shall be
entitled to recover from the losing party its reasonable attorneys',
paralegals', accountants', and other experts' fees and all other fees, costs,
and expenses actually incurred and reasonably necessary in connection therewith,
as determined by the judge or arbitrator at trial or arbitration, as the case
may be, or an any appeal or review, in addition to all other amounts provided by
law. This provision shall cover costs and attorneys fees related to or with
respect to proceedings in Federal Bankruptcy Courts, including those related to
issues unique to bankruptcy law.

d. Auctions. Tenant shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Project
without first having obtained Landlord's prior written consent. Notwithstanding
anything to the contrary in this Lease, Landlord shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent. The holding of any auction on the Premises or Project in violation of
this paragraph shall constitute a material default of this Lease.

e. Authority. If Tenant is a corporation, limited liability company, or general
or limited partnership, each individual signing this Lease on behalf of Tenant
represents and warrants that Tenant is a duly formed and validly existing
corporation, limited liability company, or general or limited partnership; (i)
in good standing and qualified to do business in the district in which the
Project is located; (ii) has full power and authority to enter into this Lease;
and (iii) that he or she is authorized to execute this Lease on behalf of the
corporation, limited liability company, or general or limited partnership.
Tenant shall, at Landlord's request within thirty (30) days after execution of
this Lease, deliver a certified copy of a resolution of its board of directors
authorizing such execution that this Lease is binding on Tenant in accordance
with its terms.

f. Binding Effect; Choice of Law. Subject to any provisions hereof restricting
assignment or subletting by Tenant and subject to the provisions of Article 16,
this Lease shall bind the parties, their personal representatives, successors
and assigns. This Lease shall be governed by the laws of the State where the
Project is located and any litigation concerning this Lease between the parties
hereto shall be initiated in the county in which the Project is located.

g. Captions, Articles and Section Numbers. The captions appearing within the
body of this Lease have been inserted as a matter of convenience and for
reference only and in no way define, limit or enlarge the scope or meaning of
this Lease. All references to Article and Sections numbers refer to Articles and
Sections in this Lease.

h. Changes Requested by Lender. Neither Landlord or Tenant shall unreasonably
withhold its consent to changes or amendments to this Lease requested by the
lender on Landlord's interest, so long as these changes do not alter the basic
business terms of this Lease or otherwise materially diminish any rights or
materially increase any obligations of the party from whom consent to such
change or amendment is requested.

i. Choice of Law. This Lease shall be constructed and enforced in accordance
with the laws of the State of Texas.

j. Consent. Notwithstanding anything contained in this Lease to the contrary,
Tenant shall have no claim, and hereby waives the right to any claim against
Landlord for money damages by reason of any refusal, withholding or delaying by
Landlord of any consent, approval or statement of satisfaction, and in such
event, Tenant's only remedies therefor shall be an action for special
performance, injunction or declaratory judgment to enforce any right to such
consent, approval or statement of satisfaction. Furthermore, whenever Tenant
requests Landlord to take any action or give any consent required or permitted
under this Lease, Tenant will reimburse Landlord for all of Landlord's costs
incurred in reviewing the proposed action or consent, including, without
limitation, attorneys', engineers' or architects' fees, within ten (10) days
after Landlord's delivery to Tenant of a statement of such costs. Tenant will be
obligated to make such reimbursement without regard to whether Landlord consents
to any such proposed action.

k. Counterparts. This Lease may be executed in multiple counterparts, all of
which shall constitute one and the same Lease.


                                       63
<PAGE>

l. Covenants and Conditions. Each provision of this Lease performable by Tenant
shall be deemed both a covenant and a condition.

m. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

n. Easements. Landlord reserves to itself the right, from time to time, to grant
such easements, rights and dedications that Landlord deems necessary or
desirable, and to cause the recordation of parcel maps and restrictions, so long
as such easements, rights, dedications, maps and restrictions do not
unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign
any of the aforementioned documents upon request of Landlord and failure to do
so shall constitute a material default of this Lease by Tenant without the need
for further notice to Tenant.

The obstruction of Tenant's view, sit, or light by any structure erected in the
vicinity of the Premises, whether by Landlord or third parties, shall in no way
affect this Lease or impose any liability upon Landlord.

o. Execution of Lease And Option. The submission of this Lease to Tenant shall
be for examination purposes only, and does not and shall not constitute an offer
by Landlord or a reservation of or option for Tenant to lease, or otherwise
create any interest of Tenant in the Premises or any other Premises within the
Building or Project. Execution of this Lease by Tenant and its return to
Landlord shall not be binding on Landlord notwithstanding any time interval,
unless and until Landlord has in fact signed and delivered this Lease to Tenant.

p. Furnishing of Financial Statements; Tenant's Representations. In order to
induce Landlord to enter into this Lease Tenant agrees that it shall promptly
furnish Landlord, from time to time, upon Landlord's written request, with
audited financial statements (and notes to them) as may have been prepared by an
independent certified public accountant, or, failing those, Tenant's internally
prepared financial statements, certified by Tenant reflecting Tenant's then
current financial condition. Tenant represents and warrants that all financial
statements, records and Information furnished by Tenant to Landlord in
connection with this Lease are true, correct and complete in all respects.

q. Further Assurances. The parties agree to promptly sign all documents
reasonably requested to give effect to the provisions of this Lease.

r. Guarantor. [INTENTIONALLY DELETED].

s. Merger. The voluntary or other surrender of this Lease, or a mutual
cancellation thereof, or a termination by Landlord, shall not work a merger, and
shall, at the option of Landlord, terminate all or any existing subtenancies and
may, at the option of Landlord, operate as an assignment to Landlord of any or
all such subtenancies.

t. Mortgagee Protection. Tenant agrees to send by certified or registered mail,
return receipt requested, to any first mortgages or deed of trust beneficiary of
Landlord whose address has been furnished to Tenant, a copy of any notice of
default served by Tenant on Landlord. If Landlord fails to cure such default
within the time provided for in this Lease, such mortgages or beneficiary shall
have an additional thirty (30) days to cure such default, provided that if such
default cannot reasonably be cured within that thirty (30) day period, then such
mortgages or beneficiary shall have such additional time to cure the default as
is reasonably necessary under the circumstances. In the event of the sale of the
Land, the Building or the Project by foreclosure or deed in lieu thereof, the
Mortgagee or purchaser at such sale shall be responsible for the return of the
Security Deposit only to the extent that such Mortgagee or purchaser actually
received the Security Deposit.

u. Prior Agreements; Amendments. This Lease contains all of the agreements of
the parties with respect to any matter covered or mentioned in this Lease, and
no prior or contemporaneous agreement or understanding including, but not
limited to any oral or written warranties or representations pertaining to any
such matter shall be effective for any purpose. No provisions of this Lease may
be amended or added to except by an agreement in writing signed by the parties
or their respective successors in interest. Except as otherwise stated in this
Lease, Tenant hereby acknowledges that neither the Listing Broker nor the
Cooperating Broker, if any, designated in Article 2.q., nor the Landlord or any
employee or agent of any said persons has made any oral or written warranties or
representations to Tenant relative to the condition or use by Tenant of the
Premises or the Project and Tenant acknowledges that Tenant assumes all
responsibility regarding the Occupational Safety Health Act, the legal use and
adaptability of the Premises and the compliance thereof with all applicable laws
and regulations in effect during the term of this Lease.

v. Recording. Tenant shall not record this Lease without the prior written
consent of Landlord. Tenant, upon the request of Landlord, shall execute and
acknowledge a "Short form" memorandum of this Lease for recording purposes.

w. Security Measures; Lessor's Reservations. Tenant hereby acknowledges that
Landlord shall have no obligation whatsoever to provide guard service or other
security measures for the benefit of the Premises or the Project. Tenant assumes
all responsibility for the protection of Tenant, its agents, and invitees and
the property of Tenant and of Tenant's agents and invitees from acts of third
parties. Nothing herein contained shall prevent Landlord, at Landlord's sole
option, from providing security protection for the Project or any part thereof,
in which the cost thereof shall be included within the definition of Operating
Expenses, as set forth in Article 5.

x. Severability. A final determination by a court of competent jurisdiction that
any provision of this Lease is invalid shall not affect the validity of any
other provision, and any provision so determined to be invalid shall, to the
extent possible, be construed to accomplish its intended effect.

y. Successors and Assigns. This Lease shall apply to and bind the heirs,
personal representatives, and permitted successors and assigns of the parties.

z. Time of the Essence. Time is of the essence of this Lease.

aa. Waiver. No delay or omission in the exercise of any right or remedy of
Landlord upon any default by Tenant shall impair such right or remedy or be
construed as a waiver of such default.

The receipt and acceptance by Landlord of delinquent Rent shall not constitute a
waiver of any other default; it shall constitute only a waiver of timely payment
for the particular Rent payment received.

No act or conduct of Landlord, including, without limitation, the acceptance of
keys to the Premises, shall constitute an acceptance of the surrender of the
Premises by Tenant before the expiration of the Term. Only a written notice from
Landlord to Tenant shall constitute acceptance of the surrender of the Premises
and accomplish a termination of the Lease.

Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.


                                       64
<PAGE>

Any waiver by Landlord of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of the
Lease.

bb. Jury Trial. The parties hereto shall and they hereby do waive trial by jury
in any action, proceeding or counterclaim brought by either of the parties
hereto against the other and any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Premises and/or any claim of injury or damage. In the event
Landlord commences any proceedings for non-payment of rent, Tenant will not
interpose any counterclaim of whatever nature or description in any such
proceedings. This shall not, however, be construed as a waiver of the Tenant's
right to assert such claims in any separate action or actions brought by the
Tenant.

cc. No Personal Liability; Sale; Special Damages. Neither Landlord nor its
Agents, whether disclosed or undisclosed, shall have any personal liability
under any provision of this Lease. If Landlord defaults in the performance of
any of its obligations hereunder or otherwise, Tenant shall look solely to
Landlord's equity, interest and rights in the Building for satisfaction of
Tenant's remedies on account thereof. Landlord or any successor owner shall have
the right to transfer and assign to a third party, in whole or part, all of its
rights and obligations hereunder and in the Building and Land, and in such
event, all liabilities and obligations on the part of the original Landlord, or
such successor owner, under this Lease occurring thereafter shall terminate as
of the day of such sale, and thereupon all such liabilities and obligations
shall be binding on the new owner. Tenant agrees to attorn to such new owner.
Any successor to Landlord's interest shall not be bound by, (i) any payment of
Basic Rent or Additional Rent for more than one (1) month in advance, except for
the payment of the first installment of first year Basic Rent; or (ii) as to any
Mortgages or any purchaser at foreclosure, any amendment or modification of this
Lease made without the consent of such Mortgages. Under no circumstances
whatsoever shall Landlord ever be liable hereunder for consequential damages or
special damages.

dd. LANDLORD'S LIEN. TO SECURE THE PAYMENT OF ALL RENT DUE AND TO BECOME DUE
HEREUNDER AND THE FAITHFUL PERFORMANCE OF ALL THE OTHER COVENANTS OF THIS LEASE
REQUIRED BY TENANT TO BE PERFORMED, TENANT HEREBY GIVES TO LANDLORD AN EXPRESS
CONTRACT LIEN ON AND SECURITY INTEREST IN ALL PROPERTY, CHATTELS, OR MERCHANDISE
WHICH MAY BE PLACED IN THE PREMISES AND ALSO UPON ALL PROCEEDS OF ANY INSURANCE
WHICH MAY ACCRUE TO TENANT BY REASON OF DAMAGE TO OR DESTRUCTION OF ANY SUCH
PROPERTY. ALL EXEMPTION LAWS ARE HEREBY WAIVED BY TENANT. THIS LIEN AND SECURITY
INTEREST ARE GIVEN IN ADDITION TO ANY LANDLORD'S STATUTORY LIEN(S) AND SHALL BE
CUMULATIVE THERETO. UPON REQUEST OF LANDLORD, TENANT AGREES TO EXECUTE UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS RELATING TO THE AFORESAID SECURITY
INTEREST. THE PARTIES AGREE THAT A COPY OF THIS LEASE, FULLY EXECUTED BY
LANDLORD AND TENANT, MAY BE FILED AS A FINANCING STATEMENT WITH THE SECRETARY OF
STATE OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

ee. NO RIGHT TO PURCHASE. TENANT ACKNOWLEDGES IT HAS NO OPTION, RIGHT OF FIRST
REFUSAL, OR OTHER RIGHT TO PURCHASE THE PROJECT.

LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE
PREMISES.

IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE AS TO THE
LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE
TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF
THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX OF THIS ISSUE.

The parties hereto have executed this Lease as of the dates set forth below.

Date:                                            Date:
          ------------------------------------           -----------------------
Landlord, 4295/4299 San Felipe Associates, LP,   Tenant: MediQuik Services Inc.,
          a California Limited Partnership               a Texas Corporation
By:       Morrison Karsten Group, General        By:         /s/ R. Teague
          Partner                                        -----------------------

                                                 Name Printed.


By:
          ------------------------------------
          Thomas L. Karsten, Jr.                 Title:   C.E.O.
Title:    Executive Vice President               TAX ID#:  74-2876711


                                       65
<PAGE>

                                   EXHIBIT "A"

                                   FLOOR PLAN

               (FOR REFERENCE PURPOSES ONLY - MAY NOT BE TO SCALE)

                           (APPROVED FOR CONSTRUCTION)

                               [GRAPHIC OMITTED]

                                                                 Initials
                                                      ___________________
                                                      ___________________


                                       66
<PAGE>

                                   EXHIBIT "B"

                            LEGAL DESCRIPTION OF LAND

Lots Eleven (11), Twelve (12), Thirteen (13), Fourteen (14) and Fifteen (15)
Block One (1)
Briarglen, an addition in Harris County, Texas, according to the map or plat
thereof recorded In Volume 43, Page 59 of the Map Records of Harris County,
Texas

AND

Lots One (1), Two (2), Three(3), Four(4) and Five(5)
Block One(1)
Partial Replat of a replat of Parrett Subdivision, an addition in Harris County,
Texas, according to the map or plat thereof recorded in Volume 42, Page 67 of
the Map Records of Harris County, Texas


                                       67
<PAGE>

                                   EXHIBIT "C"

                 RULES AND REGULATIONS FOR 4296/4299 SAN FELIPE

                                  GENERAL RULES

1. Tenant shall not suffer or permit the obstruction of any part of the Common
Areas, including driveways, walkways and stairways. Tenant shall not have access
to the roof of the Building, unless accompanied by a representative of Landlord.

2. Landlord reserves the right to refuse access to any persons Landlord in good
faith judges to be intoxicated or under the influence of liquor of drugs, and or
a threat to the safely, reputation, or property of the Project and its
occupants.

3. Tenant shall not make or permit any noise or odors that annoy or interfere
with other Tenants or persons having business within the Project.

4. Tenant shall not keep or permit to be brought or kept in the building any
animals or birds within the Project, except for seeing-eye dogs when in the
company of their masters, and shall not bring bicycles, motorcycles or other
vehicles into areas not designated as authorized for same.

5. Tenant shall not make, suffer or permit litter except in appropriate
receptacles for that purpose,

6. Tenant shall not alter any lock or install new or additional locks or bolts.

7. Tenant shall be responsible for the inappropriate use of any toilet, plumbing
or other utilities, whether located within the Premises or the Project. No
foreign substances of any kind (including, without limitation, coffee grounds)
are to be inserted therein.

8. Tenant shall not mark, drive nails, screw or drill into the walls, woodwork
or plaster or in any way deface the building or any Premises leased to
supporting partitions pictures, paintings and other similar solely decorative
items, except for typical office wall hangings, pictures and paintings.

9. Tenant shall not suffer or permit anything in or around the Premises or
Building that causes excessive vibration or floor loading in any part of the
Project.

10. Furniture, significant freight and equipment shall be moved into or out of
the building only with the Landlord's knowledge and consent, and subject to such
reasonable limitations, techniques and timing, as may be designated by Landlord.
The persons employed to move Tenant's equipment, material, furniture and other
property in or out of the Building must be acceptable to Landlord. The moving
company must be a locally recognized professional mover, whose primary business
is the performing of relocation services, and must be bonded and fully insured.
A certificate or other verification of such insurance must be received and
approved by Landlord prior to the start of any moving operations. insurance must
be sufficient in Landlord's sole opinion, to cover all personal liability, theft
or damage to the Project, including, but not limited to, floor coverings, doors,
walls, elevators, stairs, foliage and landscaping. Special care must be taken to
prevent damage to foliage and landscaping during adverse weather. All moving
operations will be conducted at such times and in such a manner as Landlord will
direct, and all moving will take place during nonbusiness hours unless Landlord
agrees in writing otherwise. Tenant will be responsible for the provision of
Building security during all moving operations, and will be liable for all
losses and damages sustained by any party as a result of the failure to supply
adequate security. Tenant shall be responsible for any damage to the Project
arising from any such activity.

11. Tenant shall not employ any service or contractor for services or work to be
performed in the Premise or Building, except as approved by Landlord.

12. Landlord reserves the right to close and lock the Project on Saturday
between the hours of 1:00 p.m. and 8:00 a.m. Sundays, and legal holidays, and on
other days between the hours of 6:00 p.m. and 7:00 a.m. of the following days.
Access to the building may be refused unless the person seeking access is known
to the person charged with responsibility for the safety and protection of the
building and has a pass or is properly identified. in no case shall Landlord be
liable for any loss or damage for any error with respect to the admission to or
exclusion from the building of any person. in case of invasion, mob, public
excitement or other commotion and at such times as Landlord deems necessary for
the safety and protection of the building, its tenants and all property located
therein, Landlord may prohibit and prevent access to the building by all persons
by any means Landlord deems appropriate. If Tenant uses the Premises during such
periods, Tenant shall be responsible for securely locking any doors it may have
opened for entry, turning off all lights and office equipment within the
Premises, and Landlord shall have no responsibility relating thereto. Landlord
will not be responsible for any lost or stolen personal property, equipment,
money or jewelry from Tenant's area or Common Areas regardless of whether such
loss occurs when the area is locked against entry or not.

13. Tenant shall return all keys furnished by the Landlord and any reproductions
thereof made by or at the direction of tenant at the termination of its tenancy
and shall be responsible for the cost of replacing any keys that are lost.

14. No window coverings, shades or awnings except those provided by Landlord
shall be installed or used by Tenant.

15. No Tenant, employee or invites shall go upon any of the roofs of the
Building or Project.

16. Tenant shall not suffer or permit smoking or carrying of lighted cigar or
cigarettes in areas reasonably designated by Landlord or by applicable
governmental agencies as non-smoking areas; all office suites are designated
non-smoking areas.

17, Tenant shall not use any method of heating or air conditioning other then as
provided by Landlord.

18. Tenant shall not install, maintain or operate any vending machines upon the
Premises without Landlord's written consent.

19. The Premises shall not be used for lodging or sleeping or for any immoral or
illegal purpose, or storage, manufacturing, sale of liquor, narcotics or drugs,
of cooking or food preparation except that Tenant may install and use microwave
ovens.

20. Tenant shall comply with all energy conservation, fire protection and
evacuation regulations established by Landlord or any applicable governmental
agency.


                                       68
<PAGE>

21. Landlord reserves the right to waive any one or these rules or regulations,
and/or as to any particular Tenant, and any such waiver shall not constitute a
waiver of any other rule or regulation or any subsequent application thereof to
such Tenant.

22, Tenant assumes all risks from theft or vandalism and agrees to keep its
Premises locked as may be required.

23. Landlord reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Project and the occupants. Tenant agrees to abide by
these and such rules and regulations.

24, Each Tenant shall give Landlord prompt notice of any accident to, or defects
in, the Premises, Building and Project, the plumbing, electric wiring, heating
or air conditioning so that the same may be attended to promptly.

25. Canvassing, soliciting and peddling in the Project are prohibited and such
Tenant shall cooperate to prevent such activities.

26. No Tenant shall engage in advertising which in Landlord's opinion, lands to
impair the reputation of the Project or its desirability.

27. When electric wiring of any kind is introduced it must be connected as
directed by the Landlord, and no baring or cutting for wires will be allowed
except with the written consent of the Landlord. No apparatus, other than normal
office machines and equipment of any kind, shall be connected with the electric
wiring of the Leased Premises and/or the Project without the written consent of
the Landlord. Each tenant shall pay all expenses incurred in connection with the
installation of its equipment, including any telephone and electricity
distribution equipment,

28. No Tenant shall use or keep in any Premises or at the Project any kerosene,
gasoline or inflammable or combustible fluid or material.

29. Tenant shall not place any furnishings an the balconies or patios of the
Project.

30, The bulletin board or directory of the building shall be used primarily for
display of the name and location of Tenants and Landlord reserves the right to
exclude any other names therefrom, to limit the number of names associated with
tenants to be placed thereon and to charge for names associated with tenants to
be placed thereon at rates applicable to all tenants.

31. No tenant shall affix any floor covering in any manner except as approved by
the Landlord. The expense of repairing any damage caused by removal of any such
floor covering shall be borne by the tenant by whom, or by whose contractors,
employees or invitees, the damage shall have been caused. Carpet protector pads
shall be used by all desk stations.

32. No mail. furniture, packages, supplies, equipment, merchandise or deliveries
of any kind will be received in the building or carried up or down in the
elevators except between such hours and in such elevators as shall be designated
by Landlord.

33. The requirements of tenants will be attended to only upon application to
Landlord at the office of the building. Employees of Landlord shall not perform
any work outside of their regular duties unless under special instructions from
Landlord, and no employee of Landlord shall be required to admit any person
(Tenant or otherwise) to any premises in the building.

                                  PARKING RULES

1. Parking areas shall be used only for parking vehicles no longer than full
size passenger automobiles herein called "Permitted Size Vehicles". Vehicles
other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles".

2. Tenant shall not permit or allow any vehicles that belong to or are
controlled by Tenant or Tenant's employees, suppliers, shippers, customers or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Landlord for such activities.

3. Parking stickers or identification devices if used by Landlord in its
discretion at the Project shall be the property of Landlord and be returned to
Landlord by the holder thereof upon termination of the holder's parking
privileges. Tenant will pay for such replacement charge as is reasonably
established by Landlord for the logo of such devices.

4. Landlord reserves the right to refuse the sale of monthly identification
devices to any person or entity that willfully refuses to comply with the
applicable rules, regulations, laws and/or agreements.

5. Landlord reserves the right to reasonably allocate parking spaces between
compact and standard size spaces, as long as the same complies with applicable
laws, ordinances and regulations.

6. Users of the parking area will obey all posted signs and park only in the
areas designated for vehicle parking.

7. Unless otherwise instructed, every person using the parking area is required
to park and lock his own vehicle. Landlord will not be responsible for any
damage to vehicles, injury to persons or loss of property, all or which risks
are assumed by the party using the parking area. Tenant indemnities and agrees
to hold Landlord, any operator of the Parking areas and their respective agents
harmless from and against any and all claims, demands, and actions arising out
of the use of the Parking Facilities by Tenant and its agents, whether brought
by any of such persons or any other person.

8. Validation, if established, will be permissible only by such method or
methods as Landlord and/or licenses may establish at rates generally applicable
to visitor parking.

9. The maintenance, washing, waxing or cleaning of vehicles in the parking lot,
driveways or Common Areas of the Project is prohibited.

10. Tenant and its employees, agents and invitees shall not park in visitor
designated parking spaces located within the Project unless specific
arrangements for such parking space use have been entered into in writing
between Landlord and Tenant.

11. Tenant shall be responsible for seeing that all No employees, agents and
invitees comply with the applicable parking rules, regulations, laws and
agreements.

12. Landlord reserves the right to modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.


                                       69
<PAGE>

13. Such parking use as is herein provided is intended merely as a license only
and no bailment is intended or shall be created hereby.

14. Of Tenant commits, permits or allows any of the prohibited activities
described in the Rules, than in effect, then Landlord shall have the right,
without notice, in addition to such other rights or remedies it may have, to
remove or tow away the vehicle involved and charge the cost to Tenant, which
cost shall be immediately payable upon demand by Landlord.

15. Tenant agrees not to park any vehicle in parking lot for a more than a 24
hour period. Violation of this policy will result in the vehicle being towed at
tenant's expense.

16. Users of parking area shall not back into parking spaces.

INITIALS


                                       70
<PAGE>

                                  EXHIBIT "D"'

                         BUILDING STANDARD WO RK LETTER

THIS WORK LETTER AGREEMENT ("Work Letter") supplements the Standard Office Lease
for 4290 San Felipe, Suite 300 dated August 31, 2000 ("Lease") executed
concurrently herewith between 4295/4299 San Felipe Associates, LP ("Landlord")
and MediQuik Services, Inc, ("Tenant"), covering the Premises for the primary
Lease Term as described in the Lease.

1.    Tenant Improvements/Allowance/Excess Cost

1.1 Subject to approval of final plans and specifications, and costs and payment
by Tenant of any costs, if any, as hereinafter provided, Landlord and Tenant
jointly agree to provide reasonable building standard Tenant Improvements for
the Premises (the "Tenant Improvements") as more specifically defined in the
attached Exhibit "A" - Space Plan and Exhibit "D-1" - Contractors Preliminary
Cost Proposal. Landlord is constructing the Tenant Improvements on a 'turn-key'
basis at no additional charge to Tenant based on the Contractors Preliminary
Cost Proposal that the total coal of the Tenant Improvements will not exceed
$32,000.00. Tenant shall be responsible for the cost of all Tenant Improvements
above and beyond the scope of work noted herein (deemed to be 'building
standard" finish unless specifically detailed otherwise), as well as all costs
associated with moving personal property, relocation,
telephone/communication/computer cabling and wiring, furniture systems, and
change orders, which costs shall be borne directly by the Tenant.

1.2 Tenant is responsible for all costs which are approved in writing as
construction changes (the "Excess Costs"), which shall be paid by Tenant to
Landlord as stipulated herein, but in no event later than the date of occupancy
of the Premises by Tenant. The cost of the Tenant Improvements paid by Landlord
includes all hard costs, including but not limited to any architectural and
engineering fees applicable to the Premises, plan check fees, testing and
inspection costs, bonds, permit fees, supervision, overhead, general conditions
and profit.

1.3 Tenant shall tender $22,000.00 to Landlord on or before September 16, 2000
to be held by Landlord as Tenant's contribution for the cost of Tenant
Improvements. if Tenant compiles with this Lease without any Default, Landlord
shall reimburse Tenant for $14.876.00 of this contribution on the 1st day of the
1st full month of the Term and $7,125.00 on the 1st day of the 10th full month
of the Term, by a credit against Base Rent. Furthermore, any default by Tenant
whether cured or not shall negate Tenant's right to receive reimbursement of
Tenant's contribution.

2.    Space Plan

2.1 The Space Plan attached to the Lease as Exhibit "A" is approved by Tenant
and Landlord for the construction of the Tenant Improvements. Any cost relating
to any change to the approved space plan shall be Excess Costs.

3.    Final Working Plans

3.1 Due to the limited nature of the Tenant Improvements, detailed construction
drawings are not necessary and the Space Plan shall suffice. In the event of any
question as to the nature of the Tenant Improvements. the building standard
level of office build out historically provided in the Building shall apply.

4. Construction of Tenant Improvements

4.1   Landlord shall, at its sole cost and expense (except as otherwise provided
      herein) construct the Tenant Improvements in accordance with the Space
      Plan and all applicable County and City ordinances.

5. Substantial Completion

5.1 Landlord shall obtain building permits to construct the Tenant Improvements.
The work for the Tenant Improvements shall be performed in a good and
workmanlike manner, using new and high quality materials. Landlord shall obtain
or cause the contractor to obtain prior to the commencement of any construction
all required building permits as required by the governing municipality, and
customary commercial general liability and builders risk insurance,

Tenant and its employees, agents and other representatives shall be granted
reasonable access to the demised Premises and permitted to Inspect the work
during normal business hours throughout the duration of the construction
process, as long as Tenant and its employees, agents and other representatives
shall not interfere with Landlord's contractors or their subcontractors work,
and shall comply with all reasonable rules and regulations established by
Landlord for the protection and completion or Landlord's work.

5.2 The Tenant Improvements shall be deemed substantially completed when the
Tenant improvements per the Space Plan are substantially completed, a
certificate of occupancy issued, the Premises are in a broom-clean condition,
and Tenant has reasonable access to same.

5.3 Landlord shall use its best efforts to substantially complete construction
of the Tenant improvements on or before the date (the "Estimated Substantial I
Completion Date") that is October 16, 2000, provided that for every day that
Tenant is late in delivering the $22,000.00 contribution described in Section
1.3 above automatically extends the Estimated Substantial Completion Date, but
without extending the Commencement Date (notwithstanding any contrary provisions
in the Lease).

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5.4 If Landlord shall be delayed at any time in the progress of the construction
of the Tenant Improvements by extra work, changes in construction ordered by
Tenant, or by strikes, lockouts, fire, delay in transportation, unavoidable
casualties, rain or weather conditions, or by any other cause beyond Landlord's
reasonable control, then the Estimated Substantial Completion Date shall be
extended by the period of such delay. However, notwithstanding the above, and
subject to any qualifying provisions in the Lease, and of delays caused by
either the Tenant and or City or County, should Landlord not be able to
substantially complete the construction of Tenant Improvements as provided above
due to a negligent eel or omission on the part of either Landlord and or its
contractor's actions. then for each day Landlord fails to substantially complete
the Tenant Improvements in the Premises, the Tenant shall be credited one day of
free rent for each day the substantial completion of Tenant Improvements exceeds
the Estimated Substantial Completion Date as provided in Paragraph 6.3 above.

8.5 In the event that the Tenant Improvements are not substantially completed by
the Estimated Substantial Completion Date, the Lease shall not be invalid. but
rather Landlord shall substantially complete the Tenant Improvements as soon
thereafter as is possible and Landlord shall not be liable to Tenant for damages
in any respect whatsoever. The existence of "punch list items," as per Section a
herein shall not delay substantial completion of the Tenant Improvements for the
purposes of Article 4 of the lease.

5.6. Tenant accepts the Premises as is and acknowledges that Landlord shall have
no further obligation to construct leasehold improvements In the Premises.

5.7. Landlord shall permit Tenant and Tenant's contractors to enter the Premises
prior to Substantial Completion to install Tenant's equipment, fixtures, and
other personal property in the Premises. The permission herein granted for the
entry of Tenant and Tenant's contractors in the Premises is conditioned upon
Tenant and Tenant's agents, contractors, workmen, supplies and invitees working
in harmony with, and shall not interfere with Landlord's contractors or their
subcontractors for the work and shall comply with all reasonable rules and
regulations established by Landlord for the protection and completion of
Landlord's work.

6.    Change Orders

6.1 If Tenant shall request any change, addition or alteration in approved final
drawings, Landlord shall promptly give Tenant a written estimate of the maximum
cost of engineering and design services to prepare working drawings in
accordance with such request and the time delay expected because of such
request. If Tenant approves such estimate in writing, Landlord shall have
working drawings prepared and Tenant shall promptly reimburse Landlord for the
cost thereof not in excess of such estimate. Promptly upon the completion of
such working drawings, Landlord shall notify Tenant in writing of the cost of
which will be chargeable to Tenant by reason of such change, addition or
deletion which change shall be in writing whether it desires to proceed with
such change addition or deletion, and in the absence of such written
authorization Landlord shall not be obligated to continue work on Tenant's
Premises and Tenant shall be chargeable with any delay in the completion of the
Premises resulting therefrom per Article 4.

7.    Incomplete Common All"

INTENTIONALLY DELETED

8.    Punch List Areas

8.1 Except as provided in Section 9 herein, Tenant's failure to notify Landlord
of any needed additional construction or required clean-up, or its
non-acceptance of substantial completion of the Tenant Improvements, within 30
days following the taking of possession by Tenant shall establish the conclusive
presumption that all warranties as to the condition of the Premises and/or
Tenant Improvements have been satisfied,

9.    Warranty re Improvements

9.1 In lieu of all other warranties, express or implied concerning latent or
patent defects, Landlord guarantees that the Tenant Improvements will be free of
defects in workmanship and/or material for a period of twelve (12) months
following the commencement of the Lease term, except for those items Tenant
shall be responsible for as specified in paragraph 1.1 herein above. If Landlord
receives, within said time period, written notification from Tenant setting
forth with specificity any such defects, Landlord shall promptly, at its sole
cost end expense, repair the same. If Landlord does not receive said written
notification within said time period, time being of the essence, it shall be
conclusively presumed that Landlord had performed all the obligations required
of it by reason of the construction of the Tenant Improvements and Landlord
shall not, except as otherwise specifically stated in this Lease be obligated to
make any repairs to the Premises of any nature whatsoever.

10.   Time is of the essence of this Exhibit D.

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                                  EXHIBIT "D-1"

                      Contractors Preliminary Cost Proposal

$32,000.00 for the project on a "turnkey" basis.

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                                   EXHIBIT "E"

                          CONTINUING GUARANTY OF LEASE

                                 (Office Lease)

                             [INTENTIONALLY DELETED]

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                                   EXHIBIT "F"

                                APPROVED SIGNAGE

         [TENANT TO PROVIDE CAMERA READY ARTWORK FOR LANDLORD APPROVAL]

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