<PAGE>
                                                                   EXHIBIT 10.30

                                 LEASE AGREEMENT
                                     BETWEEN

                        SAGE PLAZA ONE, LTD. ("LANDLORD")

                                       AND

                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")



<PAGE>




                                TABLE OF CONTENTS



<Table>
<S>                                                                                                               <C>
     1        LEASED PREMISES AND NET RENTABLE AREA.............................................................  1
              1.01.    Leased Premises..........................................................................  1
              1.02.    Net Rentable Area - Single Tenant........................................................  1
              1.03.    Net Rentable Area - Multi-Tenant.........................................................  1

     2        TERM..............................................................................................  2

     3        CONSTRUCTION......................................................................................  2
              3.01.    Tender...................................................................................  2
              3.02.    Existing Tenant..........................................................................  2
              3.03.    Leasehold Improvement....................................................................  2
                       3.03.1  Approval.........................................................................  3
                       3.03.2  Scheduling.......................................................................  4
                       3.03.3  Costs............................................................................  5
                       3.03.4  Tenant Repairs...................................................................  6
                       3.03.5  Compliance.......................................................................  6
                       3.03.6  Insurance........................................................................  7
                       3.03.7  Landlord Fees....................................................................  7
                       3.03.8  "As-Built" Drawings..............................................................  7
                       3.03.9  Taxes/Insurance..................................................................  7
              3.04.    Construction Insurance/Liens.............................................................  8
              3.05.    Default..................................................................................  8

     4        BASE RENTAL........................................................................................ 9
              4.01.    Base Rental............................................................................... 9
              4.02.    Base Rental Payments..................................................................... 10
              4.03.    Additional Rent.......................................................................... 10
              4.04.    Alternate Damages; Letter of Credit...................................................... 10

     5        BASE RENTAL ADJUSTMENT............................................................................ 11
              5.01.    Statement of Tenant's Forecast Base Rental Adjustment.................................... 11
              5.02.    Tenant's Forecast Base Rental Adjustment................................................. 11
              5.03.    Base Year; Base Rental Adjustment........................................................ 11
              5.04.    Tenant's Additional Rental Adjustment.................................................... 12
              5.05.    Revisions in Estimated Basic Cost........................................................ 12
              5.06.    Tenant's Proportionate Share of Basic Cost............................................... 12
              5.07.    Audit.................................................................................... 13
              5.08.    [Intentionally Left Blank]............................................................... 13
              5.09.    Basic Cost Defined....................................................................... 14
              5.10.    Exclusions To Basic Cost................................................................. 16
              5.11.    Rent Sales Tax........................................................................... 18
              5.12.    General.................................................................................. 18
</Table>

                                       i
<PAGE>
<Table>
<S>                                                                                                              <C>
     6        OCCUPANCY AND USE................................................................................. 18
              6.01.    Use of Premises.......................................................................... 18
              6.02.    Compliance with Law...................................................................... 19
              6.03.    Signs.................................................................................... 19
              6.04.    Access by Landlord....................................................................... 19
              6.05.    Nuisance; Waste.......................................................................... 19
              6.06.    Quiet Possession......................................................................... 20
              6.07.    Surrender of Leased Premises............................................................. 20
              6.08.    Holding Over............................................................................. 20
              6.09.    Tenant's Competitors..................................................................... 20
              6.10.    Management Committee..................................................................... 20
              6.11.    Ground Floor Tenants..................................................................... 21

     7        UTILITIES AND SERVICES............................................................................ 21
              7.01.    General.................................................................................. 21
              7.02.    Public Utilities......................................................................... 21
              7.03.    Security................................................................................. 21
              7.04.    Water, Heating and Air Conditioning, Janitor Service and Electrical...................... 21
                       7.04.1.  Basic........................................................................... 22
                       7.04.2.  Additional HVAC................................................................. 22
                       7.04.3.  Cleaning........................................................................ 23
                       7.04.4.  Electrical...................................................................... 23
                       7.04.5.  Non-Standard Charges............................................................ 23
                       7.04.6.  Bulbs........................................................................... 23
                       7.04.7.  Parking......................................................................... 23
              7.05.    Service Interruption..................................................................... 23
              7.06.    Additional Services...................................................................... 25
              7.07.    Keys and Locks........................................................................... 25
              7.08.    Directory Board/Graphics................................................................. 25
                       7.08.1.  Signage/Identity................................................................ 25
              7.09.    Tenant's Compliance...................................................................... 26
              7.10.    Modifications............................................................................ 27

     8        REPAIR AND MAINTENANCE............................................................................ 27
              8.01.    Repairs and Maintenance by Landlord...................................................... 27
              8.02.    Landlord's Option to Repair.............................................................. 27
              8.03.    Repairs and Maintenance by Tenant........................................................ 27
              8.04.    Standard of Repair....................................................................... 27

     9        ADDITIONS AND FIXTURES............................................................................ 28
              9.01.    Removal.................................................................................. 28
              9.02.    Changes by Landlord...................................................................... 28
              9.03.    Telecommunications Equipment............................................................. 28
              9.04.    Americans With Disabilities Act ("ADA").................................................. 29
              9.05.    Telecommunications Providers............................................................. 29

     10       PARKING........................................................................................... 30
              10.01.   Basic Provisions......................................................................... 30
</Table>

                                       ii
<PAGE>
<Table>
<S>                                                                                                              <C>
              10.02.   Parking Information...................................................................... 30
              10.03.   Garage Addition.......................................................................... 31
              10.04.   Visitor Parking.......................................................................... 32

     11       FIRE AND OTHER CASUALTY........................................................................... 32
              11.01.   Repairs.................................................................................. 32
              11.02.   Termination.............................................................................. 33
              11.03.   Rent..................................................................................... 33
              11.04.   Waiver................................................................................... 33

     12       INSURANCE......................................................................................... 34
              12.01.   Landlord's Insurance..................................................................... 34
              12.02.   Tenant's Insurance....................................................................... 34
              12.03.   Legal Use and Violation of Insurance Coverage............................................ 34

     13       ASSIGNMENT AND SUBLETTING......................................................................... 35
              13.01.   Landlord's Option........................................................................ 35
              13.02.   Conditions for Approval to Sublease/Assignment........................................... 35
              13.03.   Corporate Conditions..................................................................... 36
              13.04.   Effect of Consent........................................................................ 37
              13.05.   Fees..................................................................................... 37

     14       SUBORDINATION..................................................................................... 37
              14.01.   Subordination............................................................................ 37
              14.02.   Mortgagee................................................................................ 38
              14.03.   Financing................................................................................ 38

     15       EMINENT DOMAIN.................................................................................... 38
              15.01.   Substantial and/or Partial Taking........................................................ 38
              15.02.   Awards................................................................................... 39
              15.03.   Temporary Taking......................................................................... 39

     16       WAIVER OF LANDLORD'S LIEN......................................................................... 39

     17       DEFAULT........................................................................................... 40
              17.01.   Default by Tenant........................................................................ 40
              17.02.   Remedies................................................................................. 40
              17.03.   No Acceptance............................................................................ 41
              17.04.   Termination.............................................................................. 41
              17.05.   Non-Termination.......................................................................... 41
              17.06.   Additional Costs......................................................................... 42
              17.07.   Reletting................................................................................ 42
              17.08.   Landlord Payments........................................................................ 43
              17.09.   Default by Landlord...................................................................... 43
              17.10.   Landlord Defined......................................................................... 43
              17.11.   Independent Obligations.................................................................. 43
              17.12.   Remedies Cumulative...................................................................... 44
              17.13.   Non-Waiver............................................................................... 44
</Table>

                                      iii
<PAGE>
<Table>
<S>                                                                                                              <C>
     18       LIABILITY AND INDEMNITY........................................................................... 44

     19       NOTICE............................................................................................ 46

     20       ESTOPPEL CERTIFICATE.............................................................................. 46
              20.01.   Certificate.............................................................................. 46

     21       RENEWAL OPTIONS................................................................................... 47
                       21.01.1.  Notice/Rental Rate............................................................. 47
                       21.01.2.  Arbitration.................................................................... 48
                                  21.01.2.1.  Arbitrators....................................................... 48
                                  21.01.2.2.  Third Arbitrator.................................................. 48
                                  21.01.2.3.  Expenses/Selection................................................ 48
                       21.01.3.  Rate........................................................................... 49
              21.02.   Lapse of Options......................................................................... 49
              21.03.   Fair Market Rental Rate.................................................................. 49

     22       EXPANSION OPTIONS................................................................................. 50
              22.01.   General.................................................................................. 50
              22.02.   Option 1 - Level 17...................................................................... 50
              22.03.   Option 2................................................................................. 50
              22.04.   Notice of Intent......................................................................... 50
              22.05.   Rent Commencement Date/Term.............................................................. 50
              22.06.   Base Rental.............................................................................. 50
              22.07.   Parking for Expansion Premises........................................................... 51
              22.08.   Preferential Lease Rights................................................................ 51
              22.09.   Right of First Refusal................................................................... 52

     23       NOTICE OF BUILDING SALE........................................................................... 52

     24       CANCELLATION OPTION............................................................................... 53
              24.01.   Partial Cancellation..................................................................... 53
              24.02.   Complete Cancellation.................................................................... 53
              24.03.   Certain Waivers Resulting from Cancellation.............................................. 53

     25       MISCELLANEOUS PROVISIONS.......................................................................... 54
              25.01.   Broker................................................................................... 54
              25.02.   [Intentionally Left Blank]............................................................... 54
              25.03.   Examination of Lease..................................................................... 54
              25.04.   Time..................................................................................... 54
              25.05.   Corporate Authority...................................................................... 54
              25.06.   Inability to Perform..................................................................... 54
              25.07.   Publicity................................................................................ 55
              25.08.   Consent.................................................................................. 55
              25.09.   Memorandum of Lease...................................................................... 55
              25.10.   Landlord's Liability..................................................................... 55
              25.11.   Severability............................................................................. 55
</Table>

                                       iv
<PAGE>
<Table>
<S>                                                                                                              <C>
              25.12.   Governing Law............................................................................ 56
              25.13.   Number; Gender; Captions, References; Headings........................................... 56
              25.14.   Hazardous Materials - Tenant............................................................. 56
              25.15.   Environmental............................................................................ 56
              25.16.   Insolvency or Bankruptcy................................................................. 56
              25.17.   Section 41.413........................................................................... 56

     26       ENTIRE AGREEMENT.................................................................................. 57
</Table>




Exhibits
A - Leased Premises
B - Building Standard
C - Rules and Regulations
D - Cleaning Specifications
E - [Intentionally Left Blank]
F - Insurance
G - Operating Expense Statement Form
H - Building Grounds
I - Reserved Parking Spaces
J - Letter of Credit Form
K - Visitor Parking Spaces
L - Red River SNDA


                                       v
<PAGE>
                                 LEASE AGREEMENT


THE STATE OF TEXAS

COUNTY  OF  HARRIS

         THIS LEASE AGREEMENT (hereinafter called "Lease"), is made and entered
into effective as of the 30th day of March, 2001 ("Execution Date"), by and
between SAGE PLAZA ONE LTD. (hereinafter called "Landlord"), and BINDVIEW
DEVELOPMENT CORPORATION (hereinafter called "Tenant").


                                   WITNESSETH:

                                   ARTICLE 1.

                      LEASED PREMISES AND NET RENTABLE AREA


         1.01 LEASED PREMISES. Subject to all of the terms and conditions
hereof, Landlord does hereby lease, demise and let to Tenant, and Tenant does
hereby lease from Landlord those certain premises (hereinafter sometimes called
the "Leased Premises") in the building currently known as "Sage Plaza"
(hereinafter called the "Building"), located at 5151 San Felipe Road, Houston,
Texas. Such Leased Premises contain approximately 188,509 square feet of Net
Rentable Area, hereinafter defined, on floors 2, 18, 19, 20, 21, 22, 23, 24, and
25 of the Building and are outlined and/or hatched on the floor plan drawings
attached hereto and made a part hereof as EXHIBIT A and initialed for
identification by both parties.

         1.02 NET RENTABLE AREA - SINGLE TENANT. The term "Net Rentable Area" as
used herein shall mean, in the case of a single tenant occupying a floor
(hereinafter called "Single Tenant Floor"), the total of (i) the entire area
bounded by the four exterior walls of the Building measured from the inside
surface of the glass on such floor, less the area contained within Building
stairs, vertical ducts, elevator shafts, flues, vents, stacks and pipe shafts,
measured from the centerline of the walls separating such areas, and (ii) an
allocation of the Building ground and basement lobbies and rest rooms, central
plant, truck dock, areaways, mail room and other facilities shared by tenants of
the Building. No deduction shall be made for columns and other structural
portions of the Building. All the area on any Single Tenant Floor that is used
for elevator lobbies, corridors, special stairways, rest rooms, mechanical
rooms, electrical rooms, telephone closets, and all vertical penetrations that
are included for the special use by Tenant shall be included within the Net
Rentable Area for such floor.

         1.03 NET RENTABLE AREA - MULTI-TENANT. On each floor of the Building on
which space is or will be leased to more than one tenant, the Net Rentable Area
attributable to space on such floor leased by Tenant shall be the total of (i)
the entire area included within the Leased Premises on such floor, being the
area bounded by the exterior wall or walls of the Building measured from the
inside surface of the outer glass or finished walls bounding such Leased
Premises, the centerline of all walls separating such Leased Premises from
elevator lobbies, public corridors, rest rooms, mechanical rooms, electrical
rooms and telephone closets situated on such floor ("common areas"), and the
centerline of all walls separating such Leased Premises from other


                                       1
<PAGE>

areas leased or to be leased to other tenants on such floor, and (ii) a pro rata
portion of the area covered by the common areas, plus an allocation of the
Building ground and basement lobbies and rest rooms, central plant, truck dock,
areaways, mail room and other facilities shared by tenants of the Building and
columns and other structural portions of the Building.

         The Net Rentable Area for the entire Building shall be deemed to be
519,966 square feet for the purposes of this Lease. The Net Rentable Area
contained within the Leased Premises as of the Execution Date is hereby
stipulated to be 188,509 square feet.

                                   ARTICLE 2.

                                      TERM

         This Lease is effective as of the Execution Date. The initial term of
this Lease is ninety-four (94) months and shall commence September 1, 2003 and
shall terminate June 30, 2011. Payments of Base Rental shall commence in
accordance with the schedule set forth in Article 4. herein; provided, that, if
Tenant exercises one or more of the Expansion Options (defined below) as
provided for in Article 22, the term of this Lease with respect to such premises
shall commence as therein provided. Tenant shall also have the right to extend
the term hereof in accordance with Article 21 of this Lease.

                                   ARTICLE 3.

                            POSSESSION; CONSTRUCTION

         3.01 TENDER. Landlord shall tender possession of the Leased Premises in
its "AS IS" condition, "WITH ALL FAULTS". Tenant acknowledges that neither
Landlord nor any of its purported representatives or agents has made (and
Landlord hereby specifically disclaims any and all) representations and
warranties of any kind or character as to the condition of the Leased Premises,
either express or implied, including without limitation, warranties of fitness
for any purposes or any particular use or commercial habitability.

         3.02 EXISTING TENANT. Tenant recognizes it is currently in possession
of the Leased Premises under a sub-lease agreement which contains an expiration
date of August 31, 2003. In this connection, Landlord shall use due diligence to
tender possession of the Leased Premises in a timely manner as provided herein.
However, in the event Landlord fails to tender any portion of the Leased
Premises on September 1, 2003 for any reason or cause, Landlord shall not be
liable or responsible for any claims, damages or liabilities in connection
therewith or by reason thereof nor shall Tenant be entitled to cancel or
otherwise terminate this Lease.

         3.03 LEASEHOLD IMPROVEMENTS. Landlord agrees to contribute, for the
purpose of the preparation for and construction of improvements within, and
telecommunications equipment permitted by this Lease serving, the Leased
Premises, up to the sum of $1,319,563.00 in accordance with the provisions
hereof. The amount of the leasehold improvement allowance is subject to increase
as provided in Section 22.06 below. Notwithstanding any other provisions
contained herein to the contrary, Landlord's sole obligation with respect to
payment for the design and construction of the Tenant Work (defined below) is
payment of the leasehold improvement allowance as provided herein. Landlord has
not agreed to pay any other fees, costs, or disbursements relating to such
construction matters. The leasehold improvement allowance shall be due and
payable to Tenant after the Rent Commencement Date for Tenant





                                       2
<PAGE>


Work performed after the Execution Date, such payments of the same to be made
(x) with respect to Tenant Work undertaken after the Execution Date and prior to
the Rent Commencement Date, within thirty (30) days after Tenant has provided
Landlord with copies of bills, invoices, and vouchers reflecting costs incurred
by Tenant and lien releases from parties performing the Tenant Work (if there is
one or more such party who has performed Tenant Work and Tenant is contesting
the amount due to such party such that Tenant is not able to provide a lien
release, Tenant may, in lieu thereof, bond around such potential lien claim by
providing a bond therefor in accordance with the Texas Property Code), but in no
event sooner than October 1, 2003 and (y) with respect to all other Tenant Work,
in advances (but no more than one per year) as the Tenant Work is prosecuted
(and upon presentation to Landlord of bills, vouchers and invoices reflecting
costs incurred and lien releases from parties performing the Tenant Work; if
there is one or more such party who has performed Tenant Work and Tenant is
contesting the amount due to such party such that Tenant is not able to provide
a lien release, Tenant may, in lieu thereof, bond around such potential lien
claim by providing a bond therefor in accordance with the Texas Property Code).
If, however, the reasonable estimate of the costs to design and construct the
Tenant Work exceeds the leasehold improvement allowance (such excess being
herein called the "Excess Costs"), then each month Tenant shall pay a ratable
portion thereof (and Landlord's funding obligation shall be reduced thereby),
such ratable portion being based upon the ratio of Excess Costs to the total
estimated design and construction costs. The following is an example of the
operation of the preceding sentence: Assume the Excess Costs to be $439,854.
Tenant would pay 25% of each monthly advance requested by Tenant ($439,854 being
approximately 25% of $1,759,417 [$1,319,563 plus $439,854]).

         Upon completion of construction of Tenant Work, Tenant shall provide
Landlord with all of the following: (i) "as built" drawings to the work as
constructed in Auto-CAD format, (ii) final certificates of occupancy for the
Leased Premises, (iii) copies of lien releases from Tenant contractor and all
subcontractors and suppliers, and (iv) copies of all warranties, guaranties, and
operating and maintenance manuals related to Tenant Work.

                  3.03.1 APPROVAL. It is understood and agreed that during the
         term of this Lease and any renewals thereof, no alteration, change,
         improvement, repair, replacement or addition to the Leased Premises
         (hereinafter collectively referred to as "Tenant Work") shall be
         performed until Landlord approves (i) plans and specifications which
         reflect in detail the equipment to be included in the Tenant Work and
         the modifications or alterations to the Complex (defined in Section
         5.09 of this Lease), to any areas appurtenant to the Complex, and to
         the mechanical, electrical, plumbing, structural and other systems of
         the Complex which will be required to effectively install the Tenant
         Work, and (ii) the contractor, subcontractors and engineers who will
         perform the work attendant to the installation of the Tenant Work. It
         is expressly understood and agreed that any approvals required from or
         requested of Landlord under this Article 3 shall not be unreasonably
         withheld or delayed; provided, however, (i) Landlord's refusal to
         approve proposed plans and specifications which do not comply with the
         quality, utility and character of the improvements within the Complex
         as set forth in the plans and specifications of the Complex shall not
         be deemed unreasonable withholding of consent, and (ii) Landlord shall
         be entitled to disapprove a contractor, subcontractor or engineer for
         the same reasons a contractor or subcontractor may be terminated
         pursuant to Section 3.03.2 of this Lease. Except as provided below in
         this Section 3.03.1 regarding deemed approval by Landlord, Landlord's
         approval of any such plans and specifications shall not be deemed to
         have been given until Landlord has initialed such plans and



                                       3
<PAGE>

         specifications (the aforesaid approved plans and specifications,
         inclusive of subsequent revisions or modifications which must be
         approved in writing by Landlord, being hereinafter referred to as the
         "Plans and Specifications"). At the written request of Tenant, Landlord
         shall indicate on the Plans and Specifications or otherwise in writing
         the part(s), if any, of the Tenant Work that Tenant must remove from
         the Leased Premises at the expiration or sooner termination of this
         Lease. Any improvements existing in the Leased Premises as of the
         Execution Date and Tenant Work not so specified for removal by Landlord
         in writing following the request made by Tenant need not be removed by
         Tenant at the expiration or sooner termination of this Lease. In
         obtaining Landlord's approval, Tenant shall provide Landlord with three
         (3) complete sets of Plans and Specifications. All contractors or
         subcontractors shall agree to abide by the terms and conditions of this
         Lease. By approving the Plans and Specifications and/or inspecting the
         Tenant Work, Landlord shall not be liable or responsible for the
         adequacy, form or content of the Plans and Specifications or for any
         work performed pursuant thereto, and Tenant's obligations shall not be
         diminished or relieved in any manner by such approval. Landlord agrees
         to respond to any request for approval of such plans as promptly as is
         reasonably practicable. Notwithstanding anything herein to the
         contrary, Landlord's failure to respond to any submittal under this
         section after fifteen (15) business days from the date of actual
         receipt by Landlord thereof shall constitute approval by Landlord.
         After approval of the Plans and Specifications, Landlord will respond
         to requested changes to the Plans and Specifications within five (5)
         business days after its actual receipt thereof. Additions and
         modifications of a non-material nature that do not affect the
         structural integrity or any system of the Building shall be deemed
         approved if no response is given within two (2) business days (at such
         time, if ever, Landlord's Mortgagee has succeeded to the interests of
         Landlord hereunder, then for so long as Landlord's Mortgagee is the
         landlord hereunder, this two (2) business day period shall be a five
         (5) business day period) after Landlord's actual receipt of the request
         therefor. In the event that Landlord withholds any such consent,
         including, without limitation, its consent to the Plans and
         Specifications, such withholding shall not constitute an event of
         default by Landlord under the terms of this Lease. It is specifically
         understood and agreed that no Tenant Work or Plans and Specifications
         therefor shall be required to be approved by Landlord unless the same
         makes adequate provision for separate metering of utilities for
         non-"building standard" services, including, without limitation,
         electricity and water, applicable to the Tenant Work, provided however,
         Tenant and Landlord may mutually agree to an alternative method, by
         formula or otherwise, to measure such non-"building standard" usage.
         Prior to substantial completion of the Tenant Work, Tenant shall
         provide Landlord with updated copies of guarantees, maintenance and
         operating manuals, and other pertinent materials relative to all
         non-"building standard" equipment installed pursuant to the Tenant Work
         and all leasehold improvements shall be owned by Landlord and equipment
         warranties shall be in the name of Landlord.

                  3.03.2 SCHEDULING. All Tenant Work shall comply with the Plans
         and Specifications, and the timing of such work shall be coordinated
         with Landlord so as not to interfere with other tenants' use of the
         Building. Tenant shall make arrangements to have such portion of the
         work performed at such times and in such a manner that will not
         interfere with such other tenants' use of the Building, provided,
         however, Tenant shall do structural work, coring and chipping, after
         normal business hours and in no event may Tenant cause disruption in
         Building services. If at any time the entry by or presence of




                                       4
<PAGE>

         one or more persons furnishing labor or materials for the Tenant Work
         shall cause disharmony or interference with the other tenants in the
         Building or the operation of the Complex, any consent granted by
         Landlord with respect to the disruptive contractor or subcontractor may
         be withdrawn following twenty-four (24) hours' written notice to Tenant
         if such disharmony or interference is not cured within such 24 hour
         period; provided however, that Landlord shall have the right at all
         times to immediately terminate any activity of Tenant or its employees,
         agents, or contractors which, in Landlord's reasonable judgement, (i)
         causes unreasonable interference with other Building tenants' usage of
         the Complex, or (ii) poses a threat of damage to property or injury to
         persons in or around the Complex, or (iii) causes or would result in a
         default of this Lease or any mortgage or related agreement between
         Landlord and Landlord's Mortgagee (defined below). Landlord shall have
         the right at all times, at Landlord's sole cost and expense (but
         without limiting Landlord's rights to recover costs under Sections
         3.03.3 or 3.03.5 of this Lease), to inspect the Tenant Work. The Tenant
         Work shall be performed in a good and workmanlike manner and shall be
         performed so as not to alter the exterior appearance of the Building
         and so as not to adversely affect the structure or safety or systems or
         services of the Building, the Complex or those of the other tenants
         therein, and shall comply with all governmental codes (including,
         without limitation, building, health, safety and fire codes) and with
         all other governmental and insurance requirements; and such contractor
         and other persons performing the Tenant Work shall provide to Tenant
         waivers of the right of such parties to file mechanic's or
         materialmen's liens, copies of which Tenant shall provide to Landlord.
         Tenant Work shall not interfere with or delay any work being done by
         Landlord's contractors and shall comply with the specifications of the
         Complex and the general character, quality and utility of the Complex.

                  3.03.3 COSTS. Except for the amount of Landlord's leasehold
         improvement contribution as set forth elsewhere herein, Tenant shall
         bear and pay all costs and expenses associated with the Tenant Work and
         any adverse effects thereof on the Complex and the systems within
         and/or providing service to the Complex, including, without limitation,
         all costs associated with the preparation of the Plans and
         Specifications and Landlord's out-of-pocket expenses for the review
         thereof (together with a reasonable fee for time expended by the
         property manager's personnel in evaluating the same), the purchase of
         all equipment and other materials, the payment of all contractors and
         other parties performing or inspecting the Tenant Work, and charges for
         cleaning, trash removal, replacement of existing landscaping and
         repairs of any other damages within the Complex and/or the surrounding
         property required as a direct result of the Tenant Work, and Landlord
         shall not be liable for any such expenses. In this connection, solely
         with respect to Landlord's independent architects and engineers, it is
         specifically agreed that Tenant shall pay only those reasonable charges
         made by Landlord's independent architects and engineers for their
         review, inspection (if in Landlord's reasonable judgement the Tenant
         Work is not being installed according to the Plans and Specifications
         or the Tenant Work has not been installed according to Plans and
         Specifications) and consultation with respect to the mechanical,
         heating, ventilating, air conditioning, electrical, plumbing and
         structural portions of the Tenant Work and the effects thereof on the
         Complex and the systems within and/or providing service to the Complex.
         Tenant shall indemnify, defend and hold harmless Landlord and
         Landlord's Mortgagee, and their respective partners, agents, directors,
         officers and employees from and against (i) any claims for payments by
         any contractors or subcontractors and from




                                       5
<PAGE>

         any mechanic's liens or materialmen's liens which might be filed
         against any portion of the Building, the Complex or surrounding
         property in connection with the performance of any Tenant Work (or the
         supply of any materials or equipment related thereto) except to the
         extent the same are attributable to a failure by Landlord to pay the
         leasehold improvement allowance to Tenant when due under this Lease,
         and (ii) all claims, losses, costs, damages or expenses (including, but
         not limited to, reasonable attorney's fees, costs of court and
         reasonable investigative fees to defend such claims) resulting, arising
         or alleged to arise from any injuries to or death of any person, damage
         to any property or interference with any other tenant or tenants'
         rights granted under such other tenants' lease(s) in the Building
         caused by any act, omission or neglect of Tenant and/or Tenant's
         directors, officers, employees, agents, contractors, subcontractors,
         laborers, materialmen, invitees and/or other parties in connection with
         the Tenant Work.

                  3.03.4 TENANT REPAIRS. Except as elsewhere provided in this
         Article, Tenant shall be obligated to maintain and repair the Tenant
         Work, and keep same in good and neat working order and condition
         (normal wear and tear and damage from casualty and condemnation
         excluded), and, in the case of mechanical and heating, ventilation, and
         air-conditioning ("HVAC") equipment installed pursuant to the Tenant
         Work, have effective at all times an annual maintenance contract for
         non-"building standard" equipment, all at Tenant's sole cost and
         expense; Landlord shall have no obligation to repair or maintain any
         non-"building standard" portion of the Tenant Work. In the event of any
         failure of the Tenant Work or any system of the Complex adversely
         affected by the Tenant Work, to function properly, such failure shall
         not constitute an eviction or disturbance of Tenant's possession of the
         Leased Premises nor shall same relieve Tenant of its obligations
         hereunder or entitle Tenant to any right of abatement, set-off or
         recoupment. Nothing in this paragraph shall relieve Landlord from its
         obligations pursuant to Article 7. of this Lease; provided, however, to
         the extent that Tenant has modified any "building standard" or
         non-"building standard" items, including, without limitation, the
         design and function of the HVAC system serving the Leased Premises,
         failure of such items so modified by Tenant to provide its respective
         intended function or service shall not constitute a failure or defect
         in the supply or character of services furnished or to be furnished by
         Landlord under Article 7. of the Lease, and shall not trigger the
         provisions of Section 7.05. of this Lease and further, Tenant shall
         promptly correct any such defect or failure at Tenant's sole cost and
         expense.

                  3.03.5 COMPLIANCE. If (i) the Tenant Work does not comply in
         all material respects with the Plans and Specifications, or (ii) as a
         result of the installation or operation of the Tenant Work, any of the
         systems within and/or providing service to the Complex and/or Building
         tenants' systems, including, without limitation, mechanical,
         electrical, plumbing, structural or telecommunications systems within
         the Complex, are adversely affected and/or any damage occurs to the
         Complex and/or the surrounding property, Tenant shall, after notice by
         Landlord, promptly modify or otherwise alter the Tenant Work and repair
         such damage, if any, all at Tenant's sole cost and expense, including,
         without limitation, the reasonable cost of any consulting engineers and
         architects (together with a reasonable fee for time expended by the
         property manager's personnel in connection therewith), to the end that
         the Tenant Work complies in all material respects with such Plans and
         Specifications and shall become compatible in all material respects
         with the systems within the Complex and/or Building tenants' systems.
         Should Tenant fail to act promptly, (but in all events in order not to
         interfere with other




                                       6
<PAGE>

         tenants in the Building) to correct such Tenant Work or damage within
         the Complex, and/or to the surrounding property, directly resulting
         from the Tenant Work, and, if in Landlord's reasonable judgement, such
         failure by Tenant (i) causes or would result in immediate interference
         with other Building tenants' usage of the Complex, or (ii) poses a
         threat of damage to property or injury to persons in or around the
         Complex, or (iii) causes or would result in a default of any mortgage
         or related agreement between Landlord and Landlord's Mortgagee,
         Landlord shall have the right, at Tenant's sole cost and expense, to
         take corrective action as Landlord deems reasonably necessary to remedy
         such Tenant Work. Likewise, if during the installation of the Tenant
         Work it is determined, by Tenant's and/or Landlord's independent
         consulting engineers or other similar independent professionals
         rendering services in connection with the Building, that modifications
         of the Plans and Specifications are reasonably necessary to ensure no
         adverse effect on the structural integrity, MEP or HVAC systems of the
         Building, Tenant shall, at Tenant's sole cost and expense, promptly
         implement such modifications.

                  3.03.6 INSURANCE. If at any time during or following the
         installation of the Tenant Work, the Landlord, the insurer(s) carrying
         insurance covering the Complex or any Landlord Mortgagee reasonably
         determines (or requires) that additional public liability or property
         damage insurance coverage attributable to the Tenant Work should be
         obtained based on the installation or operation of the Tenant Work, in
         order to protect the interests of such mortgagee and Landlord, Tenant
         shall be obligated to bear the costs of the additional premiums
         attributable to the aforesaid increased insurance coverage, such
         additional premiums to constitute additional rent hereunder and such
         sums shall be paid by Tenant within thirty (30) days after receipt of
         invoices therefor. Tenant, or its agent, shall have the right to
         substantiate any such increased costs. Tenant, its contractors or other
         agents shall provide Landlord sufficient evidence that it (they) is
         (are) covered under such workman's compensation, public liability, and
         property damage insurance as Landlord may reasonably request for its
         protection. All insurance policies provided by Tenant shall name
         Landlord as additional insured.

                  3.03.7 LANDLORD FEES. Landlord shall not provide supervision,
         scheduling or coordination relative to the Tenant Work, unless so
         requested by Tenant in writing. In such event, where expressly
         requested and agreed to in writing by Tenant because of Landlord's
         supervision of Tenant Work, Landlord may charge additional fees,
         provided the same shall not exceed ten percent (10%) of the cost of
         that portion of the Tenant Work being supervised by Landlord.

                  3.03.8 "AS-BUILT" DRAWINGS. At any time and from time to time
         prior to, or during the term of this Lease and any renewals thereof, in
         the event Tenant remodels or otherwise alters portions of the Leased
         Premises or the Complex, as may be permitted by the provisions of this
         Agreement, Tenant, at Tenant's sole expense, shall provide Landlord
         with "as-built" drawings for each portion of the Leased Premises or
         Complex so affected. Such drawings shall be delivered to Landlord no
         later than thirty (30) days subsequent to the earlier of the date of
         substantial completion of the work or the date of occupancy of each
         area so affected.

                  3.03.9 TAXES/INSURANCE. Upon presentation to Tenant of
         reasonable evidence thereof, Tenant shall pay all ad valorem taxes and
         increased insurance premiums that are payable on account of any of
         Tenant's improvements in excess of "building standard



                                       7
<PAGE>
         improvements" ("building standard improvements" means improvements
         within the Leased Premises which are items set forth on EXHIBIT B
         attached hereto). Failure by Tenant to pay any sums described in this
         Section 3.03.9. in full within thirty (30) days after its receipt of an
         invoice therefore will constitute failure to pay rent when due and an
         event of default by Tenant hereunder, giving rise to all remedies
         available to Landlord under this Lease and at law for nonpayment of
         rent. Tenant, at Tenant's sole cost and expense, shall have the right,
         to be exercised by written notice to Landlord within one hundred twenty
         (120) days after Tenant's receipt of a statement of charges delivered
         to Tenant under this section, to audit Landlord's charges under this
         section. Such audit shall be conducted by auditors permitted by Section
         5.07 of this Lease, and otherwise in accordance with the terms and
         conditions of Section 5.07 of this Lease.

         3.04 CONSTRUCTION INSURANCE/LIENS. With respect to construction by
Tenant, Tenant, its contractors or other agents shall provide Landlord
sufficient evidence that it (they) is (are) covered under such workman's
compensation, public liability, and property damage insurance as Landlord may
reasonably request for its protection and Landlord shall be named as a
additional insured party. It is agreed that the schedule of insurance coverage
attached hereto as EXHIBIT F is sufficient as to the initial Tenant Work. With
respect to any contract for any such labor or materials, Tenant acts as a
principal and not as an agent of Landlord. Tenant or its contractors or agents
shall have no authority to place any lien upon the Complex or any interest
therein or in any way to bind Landlord; and any attempt to do so shall be void
and of no effect. Landlord expressly disclaims liability for the cost of labor
performed or materials furnished by Tenant (provided, that nothing in this
sentence shall release or relieve Landlord from its obligations to pay the
leasehold improvement allowance described in this Lease). If, because of any
actual or alleged act or omission of Tenant, any lien, affidavit, charge or
order for the payment of money shall be filed against Landlord, the Leased
Premises or any portion thereof or interest therein, whether or not such lien,
affidavit, charge or order is valid or enforceable, Tenant shall, at its own
cost and expense, cause the same to be discharged of record by payment, bonding
or otherwise not later than thirty (30) days after notice to Tenant of the
filing thereof. In the event Tenant fails to do so Landlord shall have, in
addition to all other remedies provided herein and by law, the right but not the
obligation, to cause the same to be released by such means as it shall deem
proper, including payment of or defense against the claim giving rise to such
lien. All sums paid and all expenses incurred by Landlord in connection
therewith shall create automatically an obligation of Tenant to pay to Landlord,
as Rent, and on demand, an equivalent amount together with interest at the
maximum lawful rate per annum from the date due until paid. No work which
Landlord permits Tenant or its contractor to perform in the Leased Premises
shall be deemed to be for the immediate use and benefit of Landlord so that no
mechanics or other lien shall be allowed against the estate of Landlord by
reason or its consent to such work.

         3.05 DEFAULT. Notwithstanding anything in this Lease to the contrary,
in the event Tenant defaults under any terms and conditions of this Lease and
due to such default, this Lease shall be terminated, in addition to the remedies
provided in Article 17 of this Lease, then the Landlord's unamortized portion of
(i) all monies whatsoever advanced by Landlord to Tenant, under this Article 3,
(ii) the allowance provided by Landlord under Section 22.06 of this Lease, (iii)
any allowances provided by Landlord pursuant to Sections 22.08, 22.09 or
otherwise (to the extent applicable) (iv) funds expended by Landlord under
Section 10.03 and (v) commissions paid by Landlord in connection with this Lease
(including in connection with any renewal or expansion options described herein)
shall become immediately payable to Landlord by Tenant


                                       8
<PAGE>

and Tenant shall, within ten (10) days after receipt by Tenant of written notice
by Landlord, reimburse Landlord in full for the Landlord's unamortized portion
of such sums. All calculations of the unamortized portion shall be without
interest and based upon a seven (7) year amortization.

                                   ARTICLE 4.

                                   BASE RENTAL

         4.01 BASE RENTAL. As rental (hereinafter called "Base Rental"; Base
Rental and all other charges due from time to time under this Lease by Tenant to
Landlord are herein called "Rent") for the Lease and the use of the Leased
Premises, Tenant shall pay in U. S. Dollars to Landlord or Landlord's assigns,
at the Building office, without demand and without deduction, abatement or
set-off and subject to the Base Rental Adjustment defined in Article 5. of this
Lease, Base Rental as follows:

         Leased Premises as of the Execution Date ("Initial Leased Premises")
         Net Rentable Area (NRA):           188,509

         September 1, 2003 through
         August 31, 2008:                   Annual Rate:    $23.52/SF/YR NRA
         (inclusive)
                                            Annual Rental:  $4,432,863.50

                                            Monthly Rental: $369,405.29

         September 1, 2008 through
         June 30, 2011:                     Annual Rate:    $24.52/SF/YR NRA
         (inclusive)
                                            Annual Rental:  $4,621,372.50

                                            Monthly Rental: $385,114.38

         Expansion Premises (see Article 22 of this Lease):

         Years 1 through 5 of the
         Expansion Premises Term (as
         Defined in Article 22):            Annual Rate:    $24.42/SF/YR NRA
         (inclusive)

         Year 6 of the Expansion
         Premises Term through
         June 30, 2011:                     Annual Rate:    $25.42/SF/YR NRA
         (inclusive)

         Payments of Base Rental and additional rent shall commence September 1,
2003 (the "Rent Commencement Date"), subject, in the case of the Expansion
Premises, to the provisions of Article 22 below.

         Notwithstanding the foregoing, Base Rental and the Base Rental
Adjustment relative solely to the Initial Leased Premises shall be abated for a
period of ten (10) months out of the initial 94-month term of this Lease, and
such abatement shall occur at such time(s) during the




                                       9
<PAGE>

Lease selected by Landlord at Landlord's option. Landlord shall provide Tenant
with at least one-month advance notice relative to any rental abatement period.
In no event shall any of such rental abatement apply to charges which Landlord
may assess Tenant under this Lease for above "building standard" services or for
Base Rental or other charges applicable to the Expansion Premises.

         4.02 BASE RENTAL PAYMENTS. All rental payments are payable on the first
day of each calendar month, monthly in advance, in lawful money of the United
States of America, commencing on the first day of the first month as set forth
in Section 4.01. of this Lease and continuing through the last day of the last
year of the term of this Lease. If the term of the Lease does not commence on
the first day of a calendar month or terminate on the last day of a calendar
month, as the case may be, Tenant shall pay in advance a pro rata part of such
sum as rental for such first or last partial month, as the case may be. All Rent
not paid when due shall bear interest at the maximum lawful rate per annum from
the date due until paid or, if there is no maximum lawful rate, at a per annum
rate equal to the prime rate announced from time to time by The Chase Manhattan
Bank, or its successor, plus five percent (5%) (the "Default Rate"). The Base
Rental set forth above shall be subject to the Base Rental Adjustment set forth
in Article 5 of this Lease.

         4.03 ADDITIONAL RENT. Tenant shall also pay all other Rent as shall
become due and payable by Tenant to Landlord under this Lease. Landlord shall
have the same remedies of default for the payment of Rent as are available to
Landlord in the case of a default in the payment of Base Rental.

         4.04 ALTERNATE DAMAGES; LETTER OF CREDIT. To avoid the uncertainty of
litigation and other factors, Landlord shall have the right, upon an Event of
Default occurring prior to October 1, 2005, to exercise the rights granted to it
under this Section 4.04 in lieu of seeking damages against Tenant in accordance
with the other provisions of this Lease. The parties agree that should Landlord
elect to exercise its rights under this Section 4.04, the stipulation set forth
in this paragraph is a reasonable estimate of the actual damages Landlord would
suffer and that the same does not constitute a penalty. If there occurs an Event
of Default prior to October 1, 2005 and Landlord elects, as a consequence
thereof, to exercise its rights hereunder (or at law) to either terminate this
Lease or, without terminating this Lease, terminate Tenant's right of possession
hereunder, then notwithstanding any contrary provision of this Lease, (x) if the
same occurs on or before October 1, 2004, Tenant shall pay to Landlord the sum
of $4,500,000 as liquidated, stipulated damages as a consequence thereof, and
(y) if the same occurs after October 1, 2004 but before October 1, 2005, Tenant
shall pay to Landlord the sum of $2,250,000 as liquidated, stipulated damages as
a consequence thereof (nothing herein shall, however, constitute a limit on the
rights of Landlord to enforce all of Tenant's indemnification obligations
hereunder nor to limit Landlord's recoveries against Tenant therefor).

         To secure Tenant's obligations to pay such stipulated, liquidated
damages, Tenant shall obtain, at Tenant's sole cost and expense (subject to
reimbursement as provided below in this section), and deliver to Landlord prior
to May 15, 2001 an irrevocable, unconditional letter of credit, in the form of
EXHIBIT J attached hereto in the amount of $4,500,000 issued by a financial
institution acceptable to the Landlord (the Landlord hereby approves The Chase
Manhattan Bank naming Landlord (and its successors under this Lease) as
beneficiary and containing an expiry date of November 1, 2005 (the "Letter of
Credit"). Failure to deliver the Letter of Credit timely shall render this Lease
voidable at Landlord's election. Should an Event of Default occur prior to



                                       10
<PAGE>

October 1, 2005 and Landlord elects to exercise its rights under this section to
collect the applicable stipulated, liquidated damages, Landlord shall have the
right to draw against the Letter of Credit therefor. If no Event of Default has
occurred on or prior to October 1, 2004, then Tenant shall provide Landlord a
substitute letter of credit (issued by the same issuer and otherwise in the same
form as the Letter of Credit) reducing the amount thereof to $2,250,000
(Landlord shall exchange the original $4,500,000 letter of credit for such
reduced letter of credit whereupon the term "Letter of Credit" as used herein
shall mean and refer to such substitute, reduced letter of credit). Failure to
renew or replace the Letter of Credit prior to the 30th day prior to its
expiration (if the expiry date is prior to November 1, 2005) shall also entitle
Landlord to draw upon the Letter of Credit and hold the proceeds pending
Landlord's receipt of the renewal or replacement for the Letter of Credit (upon
receipt of such renewal or replacement Landlord shall return to Tenant the funds
held by Landlord from its draft against the Letter of Credit).

         For purposes of this Section 4.04 only, the term "Event of Default"
means an Event of Default by Tenant which can be cured by the payment of a
readily ascertainable, liquidated sum of money.

         Promptly after receiving an invoice therefor from Tenant (such invoice
to be accompanied by reasonable evidence of the letter of credit issuance fee
charged Tenant by the issuer of the Letter of Credit), Landlord shall reimburse
Tenant for one-half (1/2) of the letter of credit issuance fee paid by Tenant to
the issuer of the Letter of Credit.

         If by the other provisions of this Lease Tenant is empowered to and
does terminate this Lease at a time when Landlord remains in possession of the
Letter of Credit, then provided that Tenant has paid to Landlord all rent and
other charges due under this Lease, Landlord shall return the Letter of Credit
to Tenant (if Tenant has not paid all rent and other charges but later does so,
Landlord shall return the Letter of Credit to Tenant upon such payment to
Landlord).

                                   ARTICLE 5.

                             BASE RENTAL ADJUSTMENT

         5.01 STATEMENT OF TENANT'S FORECAST BASE RENTAL ADJUSTMENT. Commencing
with the calendar year in which the Rent Commencement Date occurs and continuing
thereafter for each calendar year during the full term of this Lease, Landlord
shall present to Tenant forty-five (45) days after the end of each such calendar
year a statement of Tenant's Forecast Base Rental Adjustment. No failure or
delay by Landlord in providing such statement shall constitute a waiver of any
of Landlord's rights or Tenant's obligations under this Article 5.

         5.02 TENANT'S FORECAST BASE RENTAL ADJUSTMENT. As used herein,
"Tenant's Forecast Base Rental Adjustment" shall mean Landlord's reasonable
estimate of the Base Rental Adjustment (defined below) for the coming calendar
year (or, for calendar year 2003, for such calendar year). With each installment
of Base Rental, Tenant shall also pay 1/12th of the Tenant's Forecast Base
Rental Adjustment.

         5.03 BASE YEAR; BASE RENTAL ADJUSTMENT. "Base Rental Adjustment," as
that term is used herein, shall be computed on a calendar year basis and shall
mean the Tenant's proportionate share (as described in Section 5.06 of this
Lease) of Basic Cost (hereinafter defined) to the extent the same exceeds
Tenant's proportionate share of Basic Cost for calendar year 2001 (the Basic
Cost for calendar year 2001 is sometimes herein called the "Base Year




                                       11
<PAGE>

Basic Cost"). The method and formula used to determine Basic Cost for each
calendar year shall be consistent with the method and formula used to calculate
Base Year Basic Cost (the parties recognize and agree, however, that use of a
consistent method and formula does not imply that categories of costs, or the
amount of costs in any category, will be the same in each calendar year).

         5.04 TENANT'S ADDITIONAL RENTAL ADJUSTMENT. Within one hundred twenty
(120) days after the end of the calendar year 2001, Landlord shall provide
Tenant a statement substantially in the form attached hereto as EXHIBIT G of the
Basic Cost for such calendar year. Similarly, within one hundred twenty (120)
days following the end of calendar year 2002, Landlord shall provide Tenant a
statement of Basic Cost for calendar year 2002 and an estimate of Basic Cost for
calendar year 2003, which statement shall also set forth the Tenant's Forecast
Base Rental Adjustment for calendar year 2003. Within one hundred twenty (120)
days following the end of calendar year 2003 and each calendar year thereafter
during the term of this Lease, Landlord shall provide Tenant a statement of
Basic Cost for each such calendar year and a statement prepared by Landlord
comparing Tenant's Forecast Base Rental Adjustment with the Base Rental
Adjustment. For the Base Year Basic Cost and each calendar year thereafter,
Landlord shall include with the annual statements reasonable detail for or the
formula used in the gross up calculations made for Base Year Basic Cost and each
calendar year thereafter. In the event that Tenant's Forecast Base Rental
Adjustment actually paid by Tenant exceeds the actual Base Rental Adjustment for
said calendar year, Landlord shall pay Tenant (in the form of a credit against
rentals next due or, upon expiration of this Lease, in the form of Landlord's
check) an amount equal to such excess. In the event that the Base Rental
Adjustment exceeds Tenant's Forecast Base Rental Adjustment for any calendar
year, Tenant hereby agrees to pay Landlord, within thirty (30) days of receipt
of the statement, an amount equal to such difference ("Tenant's Additional
Rental Adjustment"). Should Landlord discover, after delivering the statement
described in this section, that one or more elements of Basic Cost were omitted
or improperly calculated, Landlord shall have the right to supplement a
previously provided statement and Tenant shall pay any additional amounts due to
Landlord within thirty (30) days following receipt of supplemental statement
(Tenant shall have the right to audit such supplemental statement in accordance
with Section 5.07 below even if Tenant has previously audited prior statements
provided by Landlord to Tenant for such calendar year to which the same
relates).

         The provisions of this section shall survive any expiration,
termination or cancellation of this Lease. No failure or delay by Landlord in
providing the statements described in this section shall constitute a waiver of
any of Landlord's rights or Tenant's obligations under this Article 5.

         5.05 REVISIONS IN ESTIMATED BASIC COST. If any element utilized to
determine the amount of Basic Cost shall increase during a calendar year,
Landlord may revise the estimated Basic Cost during such year by giving Tenant
written notice to that effect, and thereafter Tenant shall pay to Landlord, in
each of the remaining months of such year, an additional amount equal to its pro
rata share of the amount of such increase in the estimated Basic Cost divided by
the number of months remaining in such year.

         5.06 TENANT'S PROPORTIONATE SHARE OF BASIC COST. All increases in Basic
Cost shall be paid by Tenant in the proportion which Tenant's Net Rentable Area
bears to ninety-five percent (95%) of the total Net Rentable Area in the
Building or to the total Net Rentable Area leased in the Building (if such total
is greater than ninety-five percent (95%) of the total Building area).
Notwithstanding any other provision herein to the contrary, in the event the
Building is less than



                                       12
<PAGE>

ninety-five percent (95%) occupied during any year of any Term, an adjustment
shall be made in computing certain components of Basic Cost for such year as
though the Building had been ninety-five percent (95%) occupied during the year
and as though ninety-five percent (95%) of the Net Rentable Area of the Building
had been provided with the Building services described in Article 7 of this
Lease. Such "gross up" adjustment shall be made to components of Basic Cost that
fluctuate with the occupancy level of the Building. The following components of
Basic Cost shall be conclusively deemed to fluctuate with the occupancy level of
the Building: janitorial services, janitorial supplies, trash hauling, Complex
repairs, maintenance and supplies, and Complex contract services other than
those specifically excluded hereinbelow, utilities (including without
limitation, water, sewer and electricity), property taxes and assessments and
costs associated with the operation or maintenance of the parking area(s) used
directly for the Complex. The following components of Basic Cost shall be
conclusively deemed not to fluctuate with the occupancy level of the Building:
amortized capital improvement costs, insurance and insurance premiums, pest
control, landscaping services, and security services. As to all other components
of Basic Cost, Landlord shall be entitled to include any or all of them in the
"gross up" adjustment if the Landlord reasonably determines that such inclusion
is appropriate based on the relationship of such component to the occupancy
level of the Building and on generally accepted accounting principles
consistently applied.

         5.07 AUDIT. Tenant, at Tenant's sole cost and expense, shall have the
right, to be exercised by written notice given to Landlord within one hundred
twenty (120) days after Tenant's receipt of Landlord's Statement of Basic Cost
for the preceding calendar year, to audit, at the place where Landlord maintains
its books and records, Landlord's books and records pertaining only to such
Basic Cost for such preceding calendar year, provided such audit (i) commences
within thirty (30) days after Tenant's notice to Landlord and thereafter
proceeds regularly and continuously to conclusion (ii) such audit does not
unreasonably interfere with the conduct of Landlord's business (iii) such audit
is performed by an auditing firm which is commonly known to be reputable and is
experienced in auditing office building operating expenses, and (iv) said
auditing firm signs a nondisclosure agreement in favor of Landlord, acceptable
to Landlord in all respects, agreeing that information derived from such audit
shall not be used directly or indirectly in connection with soliciting
additional auditing business from other existing, previous or future tenants in
the Building. No exercise by Tenant of its rights under this Section 5.07 shall
constitute a basis for delay in the timely payment of Tenant's Additional Rental
Adjustment; provided, however, any payment thereof by Tenant shall not prejudice
Tenant's rights under this Section 5.07. Landlord agrees to cooperate in good
faith with Tenant in the conduct of any such audit. Notwithstanding anything to
the contrary set forth in this Section 5.07, however, in no event shall Tenant
ever be permitted to audit or cause to be audited Landlord's records concerning
Basic Cost through, or with the assistance of, auditors or others whose
compensation is contingent upon, or the amount of whose compensation is affected
by, the outcome of such audit, in whole or in part, or on any payment or
reimbursement by Landlord to Tenant in connection with such audit, or which is
otherwise done in whole or in part on any basis other than reasonable hourly
charges for the hours expended in the performance of such audit, and
reimbursement of reasonable out-of-pocket expenses incurred by such auditors in
connection with such audit. In the event Tenant has been overcharged by an
amount in excess of five percent (5%), Landlord shall pay the reasonable costs
of Tenant's audit; conversely, if the overcharge is less than three percent
(3%), Tenant shall pay all of Landlord's reasonable out-of-pocket expenses for
such audit.

         5.08 [Intentionally Left Blank]



                                       13
<PAGE>

         5.09 BASIC COST DEFINED. The term "Basic Cost" means all annual
operating expenses of the Building, adjacent parking garage serving the Building
(hereinafter called "Building Parking Garage") access roads, easements, truck
docks and grounds serving the Building and Building Parking Garage (hereinafter
called "Building Grounds") (hereinafter collectively called the "Complex," see
EXHIBIT H) computed on the accrual basis, determined in accordance with
generally accepted accounting principles consistently applied, and shall consist
of all expenditures to maintain all facilities in the operation of the Complex
and such facilities in subsequent years as may be necessary or desirable in the
operation of the Complex, provided, however, in the event of subsequent phases
of development by Landlord on the adjacent property, taxes on the access road
will be shared proportionately. The term "operating expenses" shall mean all
expenses, costs and disbursements (but not replacement of capital investment
items, except as stated in Section 5.09.9. of this Lease, or specific costs
especially billed to and paid by specific tenants) of every kind and nature
which Landlord shall pay or become obligated to pay in connection with, and in
the ordinary course of, the ownership and operation of the Complex, including
but not limited to, the following:

                  5.09.1 All taxes and assessments and other governmental
         charges whether federal, state, county or municipal and whether they be
         by taxing districts or authorities presently taxing the Leased Premises
         and/or the Complex or by others subsequently created or otherwise, and
         any other taxes and improvement assessments attributable to the Complex
         or its operation, excluding, however, federal and state taxes on
         income, ad valorem taxes paid by Tenant or other tenants (exclusive of
         the building management office) in the Building for personal property
         and on the value of the leasehold improvements in the Leased Premises,
         or the premises of other tenants (exclusive of the building management
         office) in the Building, to the extent that same exceed the standard
         allowances for "building standard" items as set forth in EXHIBIT B to
         the extent same are paid by Tenant or other tenants. As provided in
         Section 3.03.9., it is agreed that Tenant will be responsible for ad
         valorem taxes on its personal property and on the value of leasehold
         improvements in excess of "building standard". If at any time during
         the term of this Lease, the present method of taxation or assessment
         shall be so changed that the whole or any part of the taxes,
         assessments, levies, impositions or charges now levied, assessed or
         imposed on real estate and the improvements thereon shall be
         discontinued and as a substitute therefor, or in lieu of or in addition
         thereto, taxes, assessments, levies, impositions or charges shall be
         levied, assessed or imposed, wholly or partially, as a capital levy or
         otherwise, on the rents received from the Complex or the rents reserved
         herein or any part thereof, then such substitute or additional taxes,
         assessments, levies, impositions or charges, to the extent so levied,
         assessed or imposed with respect to the Complex, shall be deemed to be
         included within the Basic Cost. Consultation, legal fees and costs
         resulting from any challenge of tax assessments as reasonably allocated
         by Landlord shall also be included in Basic Cost.

                  5.09.2 Cost (net of any insurance recoveries and/or monies
         received by other tenants, entities or persons or, if such parties have
         failed to maintain insurance required to be maintained by them under
         their respective leases, which would have been received had such
         insurance been maintained) of repairs and general maintenance.

                  5.09.3 Cost of all utilities, including without limitation,
         gas, electricity, power, heating, lighting, air conditioning and
         ventilating the Complex (excluding those costs billed to specific
         tenants as provided for in Section 5.10.7. of this Lease) and all costs
         of



                                       14
<PAGE>

         lease payments for any and all equipment directly utilized in the
         operations of the Complex.

                  5.09.4 Cost of all maintenance and service including, but not
         limited to, alarm and security-related services, landscape maintenance,
         window cleaning and elevator maintenance.

                  5.09.5 Cost of all insurance relating to the Complex,
         including, but not limited to, premiums for casualty, liability and
         rental value insurance applicable to the Complex and Landlord's
         personal property directly used in connection with the operation and
         maintenance of the Complex, and the amount of all deductibles
         therefrom.

                  5.09.6 Wages and salaries of all employees directly engaged in
         operating and maintenance, or security, of the Complex, personnel who
         may provide traffic control relating to ingress and egress to and from
         the Building Parking Garage to the adjacent public streets, including
         such expenses of Landlord's employees so engaged, charged directly to
         the Complex (all such wages and salaries to be in amounts reasonably
         consistent with those paid and incurred by owners of Class A office
         buildings in Houston, Texas providing a level of service similar to
         that provided by Landlord). All social security taxes, unemployment
         taxes or insurance, and any other taxes which may be levied on such
         wages and salaries, the cost of worker's compensation, disability,
         hospitalization and worker's compensation insurance and pension
         retirement benefits, vacation and all other employee benefits and
         payroll burden relating to employees providing these services shall be
         included.

                  5.09.7 Management fees incurred by Landlord for the management
         of the Complex, which shall be three percent (3%) of the total gross
         income of the Complex.

                  5.09.8 Cost of all supplies, materials, tools and equipment
         (excluding capital investment items except as set forth below) used in
         operation, maintenance and normal repair of the Complex.

                  5.09.9 Amortization of the cost of capital investment items
         and of the installation thereof which are primarily for the purpose of
         saving energy or reducing operating costs or which may be required by
         governmental authority (or which may be necessary to comply with
         applicable law), provided however the amortization of the cost of such
         items, except in the case same are required by governmental authority
         (or which are required by applicable law), shall not exceed the actual
         cost savings derived from such installation. All such costs shall be
         amortized over the reasonable life of the capital investment items,
         with the reasonable life and amortization schedule being determined by
         Landlord according to generally accepted accounting principles
         consistently applied and in no event to extend beyond the reasonable
         life of the Complex.

                  5.09.10 Costs incurred in compliance with new, revised or
         newly interpreted federal, local or state laws or municipal ordinances
         or codes or regulations promulgated under any of the same.

                  5.09.11 All accounting costs directly applicable to the
         Complex, including without limitation, Landlord's central accounting
         costs, and legal expenses applicable to the Complex.



                                       15
<PAGE>

         5.10 EXCLUSIONS TO BASIC COST. Notwithstanding anything contained
elsewhere in this Lease to the contrary, the following shall not be included in
or considered as "Basic Costs":

                  5.10.1 The cost of any improvements, repairs, alterations,
         additions, changes, replacements, equipment, tools and other items
         which under generally accepted accounting principles consistently
         applied are required to be classified as capital expenditures (whether
         incurred directly or through a lease or service contract or otherwise),
         other than amortization of the cost of capital items (and the
         installation thereof) which will (i) reduce operating costs for the
         benefit of all of the Complex's tenants or (ii) which, subject to
         Section 5.10.19. of this Lease, may be required by any governmental
         authority (but all of such costs at the then current prime rate,
         including interest costs, shall be amortized over the reasonable life
         of the capital item, with a reasonable life and amortization schedule
         being determined by Landlord according to generally accepted accounting
         principles consistently applied and such amortized amount shall be
         included within the collection of Basic Costs).

                  5.10.2 Depreciation of the Complex, and all equipment,
         fixtures, improvements and facilities used in connection therewith,
         except as provided in the preceding paragraph.

                  5.10.3 Advertising, promotional expenses, leasing commissions,
         attorneys fees, costs and disbursements and other expenses incurred in
         connection with negotiations for the lease of space or disputes with
         tenants or prospective tenants or other occupants in the Complex, or
         disputes between Landlord and any of its employees, brokers, property
         management company, lenders, partners, or shareholders.

                  5.10.4 Any property taxes, assessments, or other governmental
         charges to the extent that Landlord is reimbursed for the same by any
         tenant of the Complex (excluding reimbursements paid through Rent).

                  5.10.5 The cost of repairs or other work occasioned by any
         casualty which is covered by insurance, but only to the extent of the
         insurance proceeds received by Landlord (or, if Landlord has failed to
         maintain the insurance required to be maintained by it under this
         Lease, the amount which would have been received by Landlord had it
         maintained such insurance), net of deductibles and cost of adjustment.

                  5.10.6 The cost of renovating or otherwise improving or
         decorating, painting or redecorating leased space in the Complex which
         is or normally would be occupied by tenants, except in connection with
         general maintenance of the Complex.

                  5.10.7 Landlord's costs of electricity and other services sold
         or provided to tenants in the Complex and for which Landlord is
         entitled to be reimbursed by such tenants as a separate additional
         charge or rental over and above the base rent or additional rent
         payments payable under the lease with such tenant.

                  5.10.8 Expenses incurred in connection with services or other
         benefits which are non-building standard, but are provided to other
         tenants or occupants of the Complex.

                  5.10.9 Costs incurred due to violation by Landlord of the
         terms and conditions of any lease or rental arrangement covering space
         in the Complex.



                                       16
<PAGE>

                  5.10.10 Overhead and profit increment paid to subsidiaries,
         partners or other affiliates of Landlord and salaries and associated
         costs of Landlord's employees for services on or to the Complex, to the
         extent only that the cost of such services exceeds competitive costs of
         such services (provided by parties of substantially equivalent skill
         and experience) were they not so rendered by a subsidiary or other
         affiliate of Landlord. Each calendar year when Landlord delivers its
         statement of Base Rental Adjustment to Tenant, Landlord shall provide
         Tenant a list of all parties (other than Barnhart Interests, Inc.)
         providing such services which are subsidiaries, partners or other
         affiliates of Landlord.

                  5.10.11 Any compensation paid to clerks, attendants or other
         persons in commercial concessions operated by Landlord.

                  5.10.12 The costs of franchise taxes, filing fees or legal
         fees incurred related to formation of Landlord or maintaining
         Landlord's existence, either as a corporation, partnership or other
         entity.

                  5.10.13 The costs incurred in connection with correcting
         defects in the construction of the Complex or in the Complex equipment
         (except the conditions resulting from ordinary wear and tear and use
         shall not be deemed defects for the purposes of this category),
         including any additional services necessary to operate or maintain the
         Complex during the corrections of said defects.

                  5.10.14 Interest on debt or amortization payments on any
         mortgage or mortgages or rental payments under any ground or underlying
         leases (except to the extent that same may be made to pay insurance and
         taxes).

                  5.10.15 Interest and penalties due to late payments of taxes,
         utility bills and other such costs.

                  5.10.16 Any individual salary or other compensation amount
         paid to any employee of Landlord exceeding the amount paid for the
         function of building manager or chief engineer.

                  5.10.17 The cost of any repairs occasioned by eminent domain
         to the extent that such costs are reimbursed to Landlord by
         governmental authorities in eminent domain proceedings.

                  5.10.18 The cost of any artwork such as sculptures or
         paintings used to decorate the Complex.

                  5.10.19 Costs incurred due to the violation by Landlord of any
         applicable federal, state and/or local government laws, codes and
         similar regulations that would not have been incurred but for such
         violations by Landlord; provided, that nothing in this Section 5.10.19
         shall prohibit or restrict Landlord from including in Basic Cost the
         amounts permitted by Section 5.09.9 (relating to capital investment
         items required by governmental authority or which may be necessary to
         comply with applicable law) or 5.09.10 of this Lease.

                  5.10.20  Transfer tax.



                                       17
<PAGE>

                  5.10.21 Management fees incurred by Landlord for the
         management of the Complex which exceed three percent (3%) of all gross
         rentals of the Complex.

                  5.10.22 Rent attributable to the on-site Building management
         office.

                  5.10.23 Costs of appraisals of the Complex (however,
         appraisals obtained solely in connection with protests of ad valorem
         taxes shall constitute part of Basic Costs) obtained by or at the
         direction of Landlord or other costs incurred with financing (or
         re-financing) debt related to the Complex or marketing the Complex for
         sale.

         5.11 RENT SALES TAX. If there is presently in effect or hereafter
adopted any nature of sales tax or use tax or other tax on rents received by
Landlord from Tenant (herein referred to as "Rent Sales Tax"), then, in addition
to all rent and other payments to be made by Tenant as provided above, Tenant
will, upon delivery of written notice in the manner provided in Section 19.01.
hereinbelow, also pay Landlord, contemporaneously with its payment to Landlord
of rent, a sum equal to the amount of such Rent Sales Tax. In the event that the
taxing jurisdiction notifies Landlord that the Rent Sales Tax is due with
respect to any other sum paid by Tenant hereunder, then Tenant shall be required
to pay Landlord a sum equal to the Rent Sales Tax or such other charges
contemporaneously with the payment thereof. In the event that Tenant fails to
pay Landlord the Rent Sales Tax at the time required in accordance with the
preceding provisions, such failure may be treated by Landlord as an Event of
Default, as defined in Article 17. hereinbelow, by Tenant in the payment of rent
due and owing hereunder, and Landlord shall be entitled to the remedies to cure
such Event of Default, as set forth in Article 17. hereinbelow. The term "Rent
Sales Tax" shall not include any federal or state taxes on income applicable to
Landlord.

         5.12 GENERAL. Nothing contained in this Article 5., shall be construed
at any time so as to reduce the monthly installments of Base Rental payable
hereunder below the amount set forth in Article 4. of this Lease.

                                   ARTICLE 6.

                                OCCUPANCY AND USE

         6.01 USE OF PREMISES. The Leased Premises shall be occupied and used by
Tenant solely for the purpose of general business offices, including all support
facilities legally permitted by the Building Code of the City of Houston; and
such facilities shall be consistent with the quality, character and general
utility of the Complex. Such use shall expressly include software development
and ancillary uses as are customarily found in general office use of Class A
buildings in the Galleria area of Houston, Texas including customary, non-public
kitchens and lunchrooms for Tenant's employees. Tenant will not use, occupy or
permit the use or occupancy of the Leased Premises for any purpose which is,
directly or indirectly, forbidden by law, ordinance or governmental or municipal
regulation or order or which may be dangerous to life, limb or property; or
permit the maintenance of any public or private nuisance; or do or permit any
other thing which may disturb the quiet enjoyment of any other tenant of the
Building; or keep any substance or carry on or permit any operation which might
make undue noise or set up vibrations in the Building; or permit anything to be
done which would increase the property insurance rate on the Building or
contents, and if there is any increase in such rate by reason of acts of Tenant,
then Tenant agrees to pay such increase within thirty (30) days following



                                       18
<PAGE>

Landlord's request therefor, which request shall be accompanied by reasonable
evidence of such increase. Payment by Tenant of any such rate increase shall not
be a waiver of Tenant's duty to comply herewith. Future leases for space in the
Building shall contain provisions substantially similar to those set forth in
this Section 6.01.

         6.02 COMPLIANCE WITH LAW. Tenant shall comply with all laws,
ordinances, rules and regulations (federal, state, municipal and other agencies
or bodies having any jurisdiction thereof) relating to the use, condition or
occupancy of the Leased Premises. Reasonable rules and regulations applying to
all tenants in the Complex as may be adopted by Landlord for the safety, care
and cleanliness of, and preservation of good order in, the Leased Premises and
the Complex; the rules existing as of the Execution Date are hereby made a part
hereof as EXHIBIT C, and Tenant agrees to comply with all such rules and
regulations. Landlord shall have the right at all times to change such rules and
regulations or to amend them in any reasonable and non-discriminatory manner.
All changes and amendments will be sent by Landlord to Tenant in writing and
shall be thereafter carried out and observed by Tenant.

         6.03 SIGNS. Tenant shall not inscribe, paint, affix or display any
signs, advertisements or notices on or in the Building, except for such tenant
identification information as Landlord permits to be included or shown on the
directory board and in the main lobby and adjacent to the access door or doors
to the Leased Premises, as described in Section 7.08. of this Lease.

         6.04 ACCESS BY LANDLORD. Landlord or its authorized agents shall at any
and all reasonable times with reasonable notice (except that in emergency
situations and in connection with providing janitorial services Landlord need
not provide such notice) have the right to enter the Leased Premises to inspect
the same, to supply janitorial service or any other service to be provided by
Landlord to Tenant hereunder, to show the Leased Premises or any other portion
of the Building to prospective tenants within the last 18 months of the Term or
at anytime to show the same to prospective purchasers and mortgagees, all
without being deemed guilty of an eviction of Tenant and without abatement of
Rent, and may for that purpose erect scaffolding and other necessary structures
where reasonably required by the character of the work to be performed, provided
the business of Tenant shall be interfered with as little as is reasonably
practicable. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Leased Premises, and any other loss occasioned
thereby, unless due to gross negligence of Landlord and its agents or
contractors. For each of the aforesaid purposes, Landlord shall at all times
have and retain a key with which to unlock all of the doors in, upon and about
the Leased Premises, excluding Tenant's vaults and safes. Landlord shall have
the right to use any and all means which Landlord may deem proper to open any
door(s) in an emergency without liability therefore. Notwithstanding the
foregoing, Landlord shall not (except in the case of an emergency) have the
right to enter Tenant's computer server room or quality assurance laboratory
without being accompanied by a representative of Tenant; in this regard it is
understood that Landlord shall have no obligation to provide janitorial services
to such areas of the Leased Premises.

         6.05 NUISANCE; WASTE. Tenant shall conduct its business and control its
agents, employees, invitees and guests in such a manner as not to create any
nuisance, or to interfere with, annoy or disturb any other tenant or Landlord in
its operation of the Building. Tenant shall not commit or allow waste to be
committed on the Leased Premises, or any portion thereof.



                                       19
<PAGE>

         6.06 QUIET POSSESSION. Upon Tenant's paying the Rent reserved hereunder
and observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder, Tenant shall have the
quiet possession of the Leased Premises for the entire term of the Lease,
subject to all of the provisions of the Lease, any underlying leases or
mortgages, all applicable laws and other governmental and legal requirements,
and all other matters of record as of the Execution Date which affect title to
the real property upon which the Complex is located.

         6.07 SURRENDER OF LEASED PREMISES. Subject to Section 9.01. of this
Lease, upon the expiration or earlier termination of this Lease, or upon the
exercise by Landlord of its right to re-enter the Leased Premises without
terminating this Lease, Tenant shall immediately surrender the Leased Premises
and all keys to the Leased Premises to Landlord, together with all alterations,
improvements and other property as provided elsewhere herein, in good order,
condition and repair, except for ordinary wear and tear, casualty and
condemnation excepted. Tenant shall, at its expense, promptly repair any damage
caused by removal of any improvements required by Landlord to be removed as
provided for in Section 3.03.1 above. If Tenant fails to surrender the Leased
Premises in the condition aforesaid, then Landlord may restore the Leased
Premises to such a condition at Tenant's expense. Upon the expiration or earlier
termination of the Lease, Tenant will, at the option of and upon notice from
Landlord, execute a "Release of Lease" and "Waiver of Claim", in recordable
form, containing Tenant's release of all its interest in the Leased Premises.

         6.08 HOLDING OVER. In the event of holding over by Tenant, or any party
claiming under Tenant, after expiration or termination of this Lease, Tenant
shall pay as monthly rental and liquidated damages an amount equal to the sum of
(A) the greater of (x) one hundred fifty percent (150%) of monthly Base Rental
or (y) the Fair Market Rental Rate (defined below) plus (B) the Basic Costs
payable by Tenant during the last full calendar month prior to expiration of
Tenant's lease term. No holding over by Tenant after the term of this Lease
shall operate to extend the Lease; in the event of any holding over,
notwithstanding anything herein to the contrary, Tenant shall indemnify Landlord
against all claims for damages by any other tenant to whom Landlord may have
leased all or any part of the Leased Premises covered hereby effective upon the
termination of this Lease. Such possession shall be an unlawful detainer, and no
tenancy or interest shall result from such possession, however, Tenant shall
abide by all other terms and obligations of this Lease during such holdover
period.

         6.09 TENANT'S COMPETITORS. So long as Tenant is occupying at least 50%
of the Initial Leased Premises and is conducting its business therein in
substantially the same manner as conducted on the Execution Date (Tenant shall
not be deemed in occupancy for purposes of this clause if an assignee or
subtenant is in occupancy), Landlord agrees that it will not hereafter enter
into a lease covering space in the Building to any company whose primary
business is the development of computer software. Tenant acknowledges that one
or more leases of space in the Building as of the Execution Date may permit the
tenant thereunder (and its assignees and sublessees) to use such space for the
conduct of a business engaged in the development of computer software, and
Tenant agrees that no conduct of such business by such tenants, their assignees
or sublessees, shall constitute default hereunder by Landlord.

         6.10 MANAGEMENT COMMITTEE. Landlord and Tenant agree to the
establishment of a management committee for the Complex to include
representatives of the Complex ownership, management, and representatives of
Tenant. Said committee shall be for the purpose of



                                       20
<PAGE>

providing Tenant with ongoing information concerning changes in the operation,
rules, regulations and management of the Complex and in matters affecting
Tenant's use of the Complex and to allow Tenant's input in these processes.
Landlord shall consider any recommendation of such committee, but shall not be
obligated to implement any such recommendation. Such committee shall be
established immediately upon Tenant's initial occupancy of the Building, and
meetings of the committee shall occur on a scheduled basis at least quarterly.
Landlord's Mortgagee shall have the right to attend such meetings.

         6.11 GROUND FLOOR TENANTS. Landlord agrees that should Landlord lease
any portions of the ground level of the Building, Landlord shall enter into such
lease(s) with tenants whose appearance and character are reasonably commensurate
with tenants occupying space on the ground floor of other multi-tenant Class A
office buildings in the Galleria area of Houston, Texas. Tenant hereby agrees
that the cafeteria existing on the Execution Date satisfies the standard set
forth in this Section 6.11, and that the same may be replaced with a similar
business (or another food service operation) of reasonably comparable
appearance.

                                   ARTICLE 7.

                             UTILITIES AND SERVICES

         7.01 GENERAL. Subject to the rules and regulations herein referred to,
and provided an Event of Default does not exist, Landlord will furnish Tenant,
at Landlord's expense, certain services during the term of the Lease, as set
forth in this Article 7.

         7.02 PUBLIC UTILITIES. Landlord shall use its good faith efforts and
all reasonable diligence to cause public utilities to furnish the electricity,
gas and water utilized in operating any and all facilities serving the Complex.

         7.03 SECURITY. Although Tenant agrees that Landlord is not the insurer
of Tenant and is not responsible for, or guaranteeing, the security of Tenant,
Landlord agrees to maintain the level of security services (including equipment
and personnel) being provided by Landlord to tenants of the Building as of the
Execution Date, provided however, notwithstanding the preceding provision,
Landlord retains the right to change or modify the manner in which it provides
security to the Building in any way it sees fit with prior written notice to
Tenant; provided, that, no such change or modification shall result in a
material reduction in the scope of such security services. Landlord shall have
no responsibility to prevent, and shall not be liable to Tenant for and Tenant
hereby indemnifies Landlord and Landlord's Mortgagee, and their respective
partners, officers, directors, agents and employees, against any liability or
loss to Tenant, its agents, employees, visitors, licensees and permittees
arising out of, losses due to theft, burglary, or damage or injury to persons or
property caused by persons gaining access to the Building, the Leased Premises
or other portions of the Complex DUE TO ANY REASON WHATSOEVER INCLUDING, WITHOUT
LIMITATION, LANDLORD'S, ITS AGENTS', CONTRACTORS' OR EMPLOYEES' NEGLIGENCE, but
excluding Landlord's gross negligence. Tenant hereby waives all recourse against
Landlord for such claims and losses, and agrees to look solely to its own
insurance.

         7.04 WATER, HEATING AND AIR CONDITIONING, JANITOR SERVICE AND
ELECTRICAL. Landlord shall furnish (as part of the Basic Cost of the Building)
Tenant while Tenant is occupying the Leased Premises:



                                       21
<PAGE>

                  7.04.1 BASIC. (i) Hot and cold water at those points of supply
         provided for general use of other tenants in the Building and at
         Tenant's above-"building standard" plumbing points as they exist at the
         date of the Rent Commencement Date; provided, that, for HVAC facilities
         cold water shall be supplied only at base building chilled water risers
         which may be tapped into at Tenant's expense; (ii) two (2) automatic
         passenger elevators for service for access to and egress from the
         Leased Premises twenty-four (24) hours a day, seven (7) days a week
         (subject to curtailment for repair and maintenance and when Building
         systems are affected by emergencies); (iii) freight elevator service in
         common with other tenants; and (iv) central heat and air conditioning
         in season during normal business hours for the Building (such hours
         being 7:00 AM to 6:00 PM Monday through Friday, and 8:00 AM to 12:00
         Noon on Saturday, holidays excepted), at such temperatures and in such
         amounts as are reasonably required for the comfortable use and
         occupancy of the Leased Premises by Tenant, but in no event less than
         that which shall be considered in Landlord's reasonable judgement to be
         standard for Class A office buildings in the Galleria area of Houston,
         Texas (of similar age to the Building), but such service at times
         during week days other than normal business hours for the Building, on
         Saturday afternoons, Sundays and holidays to be furnished only upon the
         advance request of Tenant, who shall bear the cost thereof in
         accordance with the provisions of Section 7.04.2. of this Lease; and
         (v) routine maintenance and electric lighting service for all public
         areas and special service areas of the Building in the manner and to
         the extent deemed in Landlord's reasonable judgement to be standard in
         the Galleria area of Houston, Texas.

                  7.04.2 ADDITIONAL HVAC. In the event that Tenant desires
         chilled water, air conditioning or heating at any time or times other
         than as specified in Section 7.04.1 above or in amounts during regular
         business hours in excess of "building standard", the charge shall be an
         amount equal to the actual cost to Landlord to provide the same. The
         parties shall agree upon a formula to calculate such actual cost and
         upon such agreement shall append the same hereto. To achieve such
         agreement each party shall select an engineer reasonably acceptable to
         the other (Tenant hereby approves I. A. Naman as Landlord's engineer)
         and direct such engineers to work with one another in an effort to
         reach agreement upon such formula. Pending such agreement, Landlord
         shall charge Tenant for such excess use at a rate which, in Landlord's
         good faith judgment, estimates Landlord's actual cost; and upon
         agreement upon the formula to be used in calculating actual cost, an
         adjustment shall be made between Landlord and Tenant with respect to
         all payments made by Tenant to Landlord under this paragraph after the
         Rental Commencement Date so that the same are based upon such agreed
         upon formula. Tenant shall pay all costs and expenses of Tenant's and
         Landlord's engineers (together with a reasonable fee for time expended
         by the property manager's personnel in evaluating the same) in
         assisting in reaching agreement upon such formula. In no event,
         however, shall the charge to Tenant for overtime HVAC operation exceed
         the prevailing hourly rate charged from time to time to other tenants
         in the Building.

                  Tenant may, at Tenant's sole cost and expense, install (such
         installation to comprise Tenant Work and, accordingly, be subject to
         Landlord's approval) a system enabling Tenant to activate the HVAC
         system within the Leased Premises at times other than standard Building
         hours (which system shall be designed and installed in a manner which
         enables Landlord to monitor Tenant's activation of the HVAC system).



                                       22
<PAGE>

                  7.04.3 CLEANING. Except as provided in Section 6.04 of this
         Lease, janitor service on a five (5) day week basis at no extra charge
         (see EXHIBIT D); provided, however, if Tenant's floor covering or other
         improvements are other than "building standard", Tenant shall pay the
         additional cleaning cost attributable thereto as additional rent (with
         respect to such floor coverings and other improvements in the Initial
         Leased Premises as of the Execution Date and with respect to which
         Landlord has provided janitorial services prior to the Execution Date,
         Landlord shall charge Tenant for additional janitorial service in
         respect thereto in a manner consistent with the method of determining
         charges made therefor by Landlord prior to the Execution Date). Tenant
         shall pay said additional rent upon presentation of a statement
         therefore by Landlord, and Tenant's failure to pay shall constitute
         default hereunder.

                  7.04.4 ELECTRICAL. Electrical facilities to furnish sufficient
         power for "building standard" lighting, typewriters, voice writers,
         calculating machines, personal computers, word processing equipment,
         photocopying and communications equipment and facilities, and other
         machines of similar low electrical consumption (total consumption not
         to exceed 2.5 watts per square foot of Net Rentable Area contained in
         the Leased Premises, exclusive of "building standard" lighting); and
         provided that if the operation of any of Tenant's electrical equipment
         requires additional air conditioning capacity above that provided by
         the building standard system then the additional air conditioning
         installation and operating costs will be the obligation of Tenant.
         Tenant shall pay the costs of installing and maintaining any separate
         electrical circuits which Tenant may require in connection with
         Tenant's use of the Leased Premises and all costs of furnishing
         electricity in excess of the usage described above, all upon the
         receipt of Landlord's invoice therefore.

                  7.04.5 NON-STANDARD CHARGES. Notwithstanding any other term or
         provision hereof, Tenant shall pay to Landlord monthly, as billed, such
         charges as may be separately metered or as Landlord's and Tenant's
         engineer may compute for any electric or other service utilized by
         Tenant which is not standard for the Building, including without
         limitation, charges for non-"building standard" HVAC equipment.

                  7.04.6 BULBS. All "building standard" fluorescent bulb and
         ballast replacement in all areas and all incandescent and/or
         fluorescent bulb and ballast replacement in public areas, toilet and
         rest room areas and stairwells. Tenant shall pay all expenses for
         purchase of non-"building standard" bulbs and Landlord shall provide
         labor to install same.

                  7.04.7 PARKING. Parking for Tenant's employees in the Building
         Parking Garage pursuant to Article 10.

         7.05 SERVICE INTERRUPTION. Failure by Landlord to any extent to furnish
the services described herein, or any cessation thereof, shall not constitute an
eviction or disturbance of Tenant's use and possession of the Leased Premises or
Building or a breach by Landlord of any of its obligations hereunder or render
Landlord liable for damages. In the event of any equipment or machinery
breakdown, however, Landlord shall use its commercially reasonable efforts and
due diligence to restore any failure or defect in the supply or character of
services furnished or to be furnished by Landlord under this Article 7., but
Landlord shall not otherwise be responsible or, liable to Tenant for any such
failure or defect. If any such failure or defect



                                       23
<PAGE>

(except as to defects caused by events described under Sections 3.03.4, 3.03.5.
or Articles 11. or 15. of this Lease) in services renders all or any portion of
the Leased Premises untenantable for the conduct of Tenant's business therefrom
and Tenant temporarily discontinues its business operations therein (Tenant
shall not be deemed to be conducting its business operations because Tenant has
not removed its equipment, furniture and furnishings therefrom) for a period of
at least three (3) consecutive business days (exclusive of Saturdays, Sundays
and holidays) after Landlord receives written notice thereof, then Base Rental
shall abate for the portion of the Leased Premises as is so rendered
untenantable for the duration (after the expiration of said three (3) day
period) of such untenantability, and if due to interruptions in services the
Leased Premises is so rendered untenantable for a period of more than thirty
(30) consecutive business days, subject to extension due to force majeure (but
in no event longer than sixty (60) days), during which Landlord has failed on a
continual basis to provide any one or more of the services, and has failed to
commence to repair or reinstall the services with due diligence, and such repair
or reinstallation efforts have not been maintained with continuity, then Tenant,
at its option, may cancel this Lease upon written notice to Landlord at anytime
prior to the date upon which Landlord has restored the services. As an
alternative to Tenant's right to cancel the Lease pursuant to this clause,
Tenant shall have the right to repair or reinstall the failed services at its
own reasonable expense, thereafter deducting said reasonable cost or expense
from rentals next coming due. Notwithstanding anything herein to the contrary,
if Tenant's right to cancel the Lease is "triggered" pursuant to this clause,
then Tenant shall only have the right to cancel the so affected portion of the
Leased Premises, provided however, in the event of a partial cancellation, such
canceled portion must be in increments of no less than one-half (1/2) floor each
(any cancellation under this section shall automatically reduce the number of
unreserved parking spaces allocated to Tenant under Section 10.01 of this Lease
at the ratio of 4 spaces for each 1000 square feet of Net Rentable Area within
the space as to which such cancellation applies); provided, further, that at
such time as Tenant has, pursuant to the provisions of this Section 7.05,
cancelled this Lease as to fifty percent (50%) of the Initial Leased Premises,
then Tenant shall have the right and option to cancel this Lease in its
entirety, such option to be exercisable within thirty (30) days following the
date upon which Tenant has exercised the cancellation right with regard to a
portion of the Initial Leased Premises which, when aggregated with all prior
cancellations under this Section 7.05, causes the total cancellations under this
Section 7.05 to equal or exceed 50% of the Leased Premises. Upon any notice of
any cancellation by Tenant under this Section 7.05, Tenant shall then have up to
nine (9) months to relocate out of the space for which the Lease was cancelled,
provided however, if the Leased Premises are suitable for the operation of
Tenant's business, Tenant's obligation to pay Rent as provided in this Lease
shall not be waived for the period of time such space is utilized by Tenant.
Such cancellation shall be effective upon Tenant's vacation of the Leased
Premises. Subject to Tenant's foregoing rights of abatement of Base Rental and
of termination, Landlord shall not otherwise be liable to Tenant for any such
failure or default or defect in the supplying of, or the character of, services
to be furnished by Landlord under this Article 7., and such shall not be
construed as an eviction of Tenant nor shall such entitle Tenant to any damages
from Landlord, nor shall Landlord be in breach or default under this Lease.
Subject to Tenant's foregoing rights of abatement, and termination, Tenant
hereby waives and disclaims, and agrees not to claim or assert all present and
future rights to apply any rent or additional rent against any obligations of
Landlord, howsoever incurred, or to assert that any such obligation of Landlord
entitles Tenant to any counterclaim or any reduction, abatement, offset, or
refund of rent or additional rent. Tenant agrees to notify Landlord promptly of
any interruption in Building Services.



                                       24
<PAGE>

         7.06 ADDITIONAL SERVICES. Landlord may impose a reasonable charge at
Landlord's actual cost for any utilities and services, including, but without
limitation, air conditioning, electric current and water, provided by Landlord
by reason of any substantial use of the Leased Premises at any time other than
the hours set forth in this Article 7., or for any use beyond what Landlord
agrees herein to furnish or because of special electrical, cooling and
ventilating needs created by Tenant's telephone equipment, computers and/or
other equipment or uses.

         7.07 KEYS AND LOCKS. Landlord has previously furnished Tenant, at
Tenant's cost and expense, keys for each lockset within the Leased Premises;
additional keys (whether for the Initial Leased Premises or any space added
thereto in accordance with this Lease), replacement lock sets and/or cylinders
shall be furnished at a charge by Landlord equal to its actual cost on an order
signed by Tenant or Tenant's authorized representative. All keys shall remain
the property of the Landlord. Locks shall be allowed on any door of Leased
Premises without Landlord's permission, provided such locks are keyed to the
Building keying system, and Tenant shall not make or permit to be made any
duplicate keys, except those furnished by Landlord. Upon termination of this
Lease, Tenant shall surrender to Landlord all keys of the Leased Premises and
give to Landlord the explanation of the combination of all locks for safes, safe
cabinets and vault doors, if any, remaining in the Leased Premises.

         7.08 DIRECTORY BOARD/GRAPHICS. Tenant shall provide and install, at
Tenant's expense, all letters or numerals on Tenant's primary entry doors within
the Leased Premises. Landlord also agrees to provide, at Landlord's cost and
expense, listings on the Building's computerized directory board. Tenant shall
not place on or in the Leased Premises any signs which are visible from outside
the Leased Premises and/or the Building without first obtaining the written
consent of Landlord.

                  7.08.1 SIGNAGE / IDENTITY. Providing Tenant leases and
         occupies, and continues to lease and occupy (Tenant shall not, for the
         purpose of this Section 7.08.1, be deemed occupying space which is
         occupied by its assignees or subtenants), no less than 188,000 square
         feet of Net Rentable Area in the Building:

                           7.08.1.1 The appearance and location of any new
                  exterior or ground floor signage for the purposes of corporate
                  identification for Tenant or other tenants of the Building in
                  or about the Complex shall be appropriate and suitable for
                  Class A office buildings in the Galleria area of Houston,
                  Texas (of similar configuration to the Building) and shall be
                  subject to Tenant's approval, not to be unreasonably withheld,
                  conditioned or delayed. Tenant shall respond to each request
                  for approval submitted to it under this section within five
                  (5) business days, failing which such approval shall be deemed
                  granted; each notice of disapproval must state the reasons
                  therefor with specificity.

                           7.08.1.2 Tenant shall be entitled to identification
                  signage in the main, ground first floor lobby, subject to the
                  reasonable approval thereof by Landlord, which identification
                  may also include, at Tenant's option exercised on or prior to
                  December 31, 2001, use of the reception desk existing therein
                  as of the Execution Date for Tenant's exclusive use (Tenant
                  acknowledges that it may not alter the reception desk in
                  existence on the Execution Date hereof without the express
                  prior approval of Landlord). If Tenant has not exercised by
                  December 31, 2001 the option granted to it in this paragraph
                  to make use of the reception desk, Tenant's



                                       25
<PAGE>

                  right to use the same shall expire and Landlord shall have the
                  right to make use of the same, grant such rights to others, or
                  remove such reception desk.

                           7.08.1.3 Tenant, at Tenant's sole cost and expense,
                  shall have the right, exercisable after the Execution Date, to
                  install a sign panel (reflecting Tenant's name, such sign
                  being otherwise of an appearance approved by Landlord, such
                  approval not to be unreasonably withheld) on the upper
                  one-third, more or less, of the monument sign which exists
                  near the main entry to the Building as of the Execution Date.
                  The names of two other tenants may appear from time to time
                  below Tenant's name. The names of any other tenants on the
                  sign as of the date of this Lease shall, at the option of
                  Landlord, remain on the sign.

                           7.08.1.4 Tenant shall have the option, exercisable
                  after the Execution Date of having the Building named after it
                  and placing a sign on the top spandrel of the Building,
                  reflecting the name "Bindview" and its corporate logo and
                  otherwise in appearance approved by Landlord, such approval
                  not to be unreasonably withheld. Tenant shall bear all costs
                  of installation, repair, and removal of such sign. The rights
                  set forth in this Section 7.08.1.4 are subject to (x) the
                  consent of Haliburton Company in the event Tenant desires to
                  exercise such right prior to the Rent Commencement Date, and
                  (y) the consent of Xerox Corporation. Landlord agrees to
                  diligently seek the consent of Xerox Corporation to the
                  exercise by Tenant of the rights granted under this Section
                  7.08.1.4. If Landlord has not obtained such consent and
                  delivered a copy thereof to Tenant on or before July 2 2001,
                  Tenant shall have the right and option, exercisable on or
                  before July 12, 2001, to terminate this Lease by providing
                  written notice to Landlord; provided, that notwithstanding the
                  foregoing, if Tenant has exercised any of Tenant's expansion
                  options set forth in Article 22 of this Lease prior to July
                  12, 2001, Tenant shall not have the right to terminate this
                  Lease pursuant to this section.

         In no event shall the identity hereby granted to Tenant be subleased or
assigned without permission of Landlord, which permission may be withheld in
Landlord's sole discretion. If after having exercised any of the rights provided
in Sections 7.08.1.1, 7.08.1.2 or 7.08.1.3 of this Lease, Tenant exercises its
option set forth in Article 24 below or otherwise reduces the size of the Net
Rentable Area of the Leased Premises such that it is less than 188,000 square
feet of Net Rentable Area (or assigns this Lease or subleases a part of the
Leased Premises such that Tenant is no longer occupying 188,000 square feet of
Net Rentable Area), then Landlord shall have the right and option to require
Tenant to remove all or any part of such signage and reception desk at Tenant's
sole cost and expense. If Landlord exercises such right, Tenant shall cause such
sign(s) and reception desk to be removed within 45 days following Landlord's
exercise of such right of removal. Design, construction, installation, repair,
replacement and removal of such signage shall constitute Tenant Work.

         7.09 TENANT'S COMPLIANCE. Tenant agrees to cooperate fully at all times
with Landlord and to abide by all regulations and requirements which Landlord
may prescribe for the use of the above utilities and services. Any failure to
pay any excess costs as described above upon demand by Landlord shall constitute
a breach of obligation to pay Rent under this Lease and shall entitle the
Landlord to the rights herein granted for such breach.



                                       26
<PAGE>

         7.10 MODIFICATIONS. Notwithstanding anything hereinabove to the
contrary, Landlord reserves the right from time to time to make reasonable and
nondiscriminatory modifications to the above standards for utilities and service
as may be required by law or as may become common in Class A office buildings in
the Galleria are of Houston, Texas (of similar age to the Building).

                                   ARTICLE 8.

                             REPAIR AND MAINTENANCE

         8.01 REPAIRS AND MAINTENANCE BY LANDLORD. Landlord shall, at its own
cost and expense, except as may be provided elsewhere herein, make necessary
repairs of damage, in a manner commensurate with other Class A buildings (of
similar age as the Building) in the Galleria area of Houston, Texas, to the
Building corridors, lobby, structural members of the Complex, and equipment used
to provide the services referred to in Article 7. of this Lease, unless any such
damage is caused by acts or omissions of Tenant, its agents, customers,
employees, invitees, or guests, in which event Tenant will bear the cost of such
repairs to the extent not paid for by insurance carried, or required to be
carried, by Landlord under this Lease. Tenant will promptly give Landlord
written notice of any damages to the Leased Premises requiring repair by
Landlord, as aforesaid. The obligation of Landlord to maintain and repair the
Leased Premises shall be limited to "building standard" items.

         8.02 LANDLORD'S OPTION TO REPAIR. Subject to Section 8.01. of this
Lease, unless otherwise stipulated herein, Landlord shall not be required to
make any improvements or repairs of any kind or character on the Leased Premises
during the term of this Lease, except such repairs as may be required for normal
maintenance operations. Non-"building standard" leasehold improvements will, at
Tenant's written request, be maintained by Landlord at Landlord's cost, plus an
additional charge, to cover overhead (of fifteen percent (15%) of Landlord's
cost thereof), which total cost shall be billed to and paid by Tenant; or Tenant
may repair without incurring overhead charges.

         8.03 REPAIRS AND MAINTENANCE BY TENANT. Tenant shall, at its own cost
and expense, repair or replace any damage or injury done to the Complex, or any
part thereof, caused by Tenant or Tenant's agents, customers, employees,
invitees or guests; provided however, if Tenant fails to make such repairs or
replacement promptly after receipt of notice of the need for such repairs or
replacements, Landlord may, at its option, make such repairs or replacements,
and Tenant shall repay the cost thereof, plus an additional charge of fifteen
percent (15%) to cover Landlord's overhead, to the Landlord on demand. Tenant
agrees not to commit or allow any waste or damage to be committed on any portion
of the Leased Premises, and at the termination of this Lease, by lapse of time
or otherwise, to deliver up said Leased Premises to Landlord in as good
condition as at date of possession by Tenant, ordinary wear and tear, casualty
and condemnation excepted, and upon such termination of this Lease, Landlord
shall have the right to re-enter and resume possession of the Leased Premises.

         8.04 STANDARD OF REPAIR. Notwithstanding anything hereto the contrary,
all repairs and maintenance by Tenant are subject to the provisions of Article
3. for Tenant Work.



                                       27
<PAGE>

                                   ARTICLE 9.

                             ADDITIONS AND FIXTURES

         9.01 REMOVAL. Tenant may remove its trade fixtures, office supplies,
telecommunications and movable office furniture and equipment not attached to
the Complex provided: (i) such removal is made prior to the expiration or
earlier termination of the term of this Lease; (ii) Tenant is not in default of
any obligation or covenant under this Lease at the time of such removal; and
(iii) Tenant promptly repairs all damage caused by such removal. All other
property at the Leased Premises acquired with funds advanced pursuant to Section
3.03. or Section 22.06 of this Lease or any other improvement allowance provided
by Landlord under this Lease, all "building standard" improvements and any
alteration or addition to the Leased Premises and/or Complex (including
wall-to-wall carpeting, paneling or other wall covering), and any other articles
permanently attached or affixed to the floor, wall, ceiling or system of the
Complex or the Leased Premises shall become the property of Landlord and shall
remain upon and be surrendered with the Leased Premises as a part thereof at the
termination of this Lease, Tenant hereby waiving all rights to any payment or
compensation therefore. If, however, Landlord so requests in writing, Tenant
will, prior to the expiration or earlier termination of the Lease, remove any
and all alterations, additions, fixtures, equipment and property placed or
installed, without Landlord's approval, by Tenant, exclusive of the existing
improvements in place at the time of the Execution Date, in the Leased Premises
and/or Complex and will repair any damage caused by such removal.

         9.02 CHANGES BY LANDLORD. Landlord shall have the right at any time to
change the arrangement, location and/or size of public entrances or passageways,
doors, doorways, and corridors, toilets or other public parts of the Complex,
and, upon giving Tenant reasonable notice thereof, and, subject to Section
7.08.1 above, to change the name or number (but in the case of the numerical
street address, only as shall be required by the United States Post Office) by
which the Building is commonly known.

         9.03 TELECOMMUNICATIONS EQUIPMENT. Subject to the terms and provisions
of this Section 9.03, Tenant shall have the right, without the obligation to pay
additional rental, to install, or cause its vendors to install, operate, repair,
and maintain upon the roof of the Building, together with cabling and conduit
therefor as permitted hereby, equipment transmitting telecommunications signals
("Telecommunications Equipment"). Such Telecommunications Equipment may be used
by Tenant (and its permitted assignees and sublessees) solely for the purpose of
receiving and transmitting signals for the conduct of Tenant's (or, as the case
may be, its permitted assignees or sublessees) normal and customary business,
and shall not be used to transmit or receive signals for the benefit of any
other party. Prior to installing the Telecommunications Equipment, Tenant shall
make a written request therefor to Landlord, which written request shall contain
Tenant's designation and description of all equipment to be installed
(including, without limitation, all antennae, cabling and wiring) as well as the
type, make and model of the Telecommunications Equipment. Such writing shall
also designate Tenant's proposed location therefor, all of which shall be
subject to the prior written approval of Landlord which may be withheld or given
in its reasonable discretion. In any event, before making any installations on
the roof of the Building, in order to prevent damage to the roof or avoiding
other problems with enforcement of the warranty of the roof, Tenant agrees to
(i) provide Landlord and Landlord's roofing contractor or other designee with
Tenant's plans and specifications for any such installation and (ii) obtain such
roofing contractor's prior written



                                       28
<PAGE>

confirmation that its warranty or other obligations with respect to the roof
shall not be affected by such installation. At the option of Landlord, Tenant
will, at its sole cost and expense, have such roofing contractor perform any
work that affects the roof or roof warranty or have such roofing contractor
present during such installation. Once such installation has been made, Tenant
will not make any alterations without obtaining the prior written consent of
Landlord, such consent not to be unreasonably withheld. Tenant shall install all
equipment at the sole cost, expense and risk of Tenant and shall do so in a good
and workmanlike manner in compliance with all federal, state and local building,
electric, telecommunications safety codes, ordinances, statutes, regulations and
laws including, without limitation, those of the Federal Communications
Commission. Tenant, at its sole cost and expense shall obtain and maintain any
and all permits and licenses necessary for the operation of the
Telecommunications Equipment and shall deliver true and correct copies thereof
to Landlord upon Landlord's request therefor. Landlord may, at any time, require
that Tenant relocate, at Landlord's sole cost, expense and risk, the
Telecommunications Equipment to another location on the roof of the Building,
together with all wire and antennae therefor, such relocation to be accomplished
within thirty (30) days after written notice thereof from Landlord to Tenant.
Tenant shall be solely responsible for all personal property or other taxes
assessed against Landlord or the Building as a result of the Telecommunications
Equipment. Tenant agrees to indemnify, defend and hold harmless the Landlord,
Landlord's Mortgagee, and their respective partners, officers, directors, agents
and employees, from any and all claims, costs, liabilities, damages, judgments,
suits or other causes of action or liabilities arising out of, directly or
indirectly, entry upon the roof by Tenant, its agents, contractors, employees,
for the purpose of installing and maintaining the Telecommunications Equipment
or otherwise relating to the use or operation thereof. In no event shall
Landlord be responsible for any interruption in services to the
Telecommunications Equipment nor interference in the receipt or transmission of
signals thereto or therefrom. Landlord agrees that it shall not, except as
required by law, permit any other party to install, after the Execution Date,
telecommunications equipment on the roof of the Building which propagates a
signal that materially interferes with the operations of the Telecommunications
Equipment. Similarly, Tenant agrees that its Telecommunications Equipment shall
not interfere with any telecommunications equipment on the roof of the Building
as of the Execution Date. All design, construction, installation, maintenance
and repair of the Telecommunications Equipment shall constitute Tenant Work.

         9.04 AMERICANS WITH DISABILITIES ACT ("ADA"). Landlord, at its expense
(and not as part of Basic Cost), shall make any changes or alterations to the
Complex (exclusive of the Leased Premises) required for the Complex to comply
with Americans With Disabilities Act of 1990, and its rules as in effect as of
the Execution Date ("ADA"). Tenant acknowledges that it has been advised by
Landlord that Landlord has adopted, and is implementing, a plan for
modifications to the Building (excluding the Leased Premises) such that the same
will comply with ADA. All of the Tenant Work shall comply with ADA and Tenant
shall be responsible for insuring that all restrooms, drinking fountains and
other areas within the Leased Premises comply with ADA.

         9.05 TELECOMMUNICATIONS PROVIDERS. In the event Tenant wishes to use,
at anytime during the term of this Lease, the services of a telecommunications
provider whose equipment or service is not then in the Building, no such
provider shall be entitled to enter the Building or commence providing such
service without first obtaining the prior written consent of Landlord, which
shall not be unreasonably withheld. To the extent permitted by law, Landlord may
condition its consent on such matters as Landlord deems appropriate including,
without



                                       29
<PAGE>



limitation, (i) such provider agreeing to an easement in form and substance
satisfactory to Landlord, (ii) Landlord having been provided and approved the
plans and specifications for the equipment to be installed in the Building,
(iii) Landlord has received, prior to the commencement of such work, such
indemnities, bonds or other financial assurances as landlord may require, (iv)
the provider agreeing to abide by all Building rules and regulations, and
agreeing to provide Landlord an "as built" set of plans and specifications, (v)
the provider agreeing to pay Landlord such compensation as Landlord determines
to be reasonable, and (vi) Landlord having reasonably determined that there is
adequate space in the Building for the placement of all of such provider's lines
and equipment taking into account the prospective cabling and equipment needs of
existing service providers and reasonably anticipated future service providers
to ensure that other tenants in the Building have similar access to
telecommunication services as Tenant.

                                  ARTICLE 10.

                                    PARKING

         10.01 BASIC PROVISIONS. Subject to the provisions of Section 10.04 of
this Lease, Tenant shall, at all times during any term of this Lease and at no
additional charge to Tenant (except as provided in Section 10.03 below), have
parking rights for vehicles in the Building Parking Garage at a ratio of four
(4) cars per 1,000 square feet of Net Rentable Area contained within the Leased
Premises; provided, that the maximum number of spaces Landlord is obligated to
provide Tenant for the first twelve (12) floors of the Building leased and
occupied by Tenant is 960, with no more than thirty (30) of such spaces being
designated "reserved" and assigned per EXHIBIT I. For the Initial Leased
Premises, Tenant shall have the right to 754 spaces, with thirty (30) of such
spaces being "reserved"; as Tenant leases additional space in the Building (if
at all), Tenant shall be entitled to four (4) additional spaces per each 1000
square feet of Net Rentable Area leased provided that with regard to space
leased in the Building in excess of twelve (12) floors, Tenant shall be entitled
to only three (3) parking spaces for each 1000 square feet of Net Rentable Area
leased. No specific spaces in the Building Parking Garage are to be assigned to
Tenant, except in the case of such 30 reserved parking spaces, but Landlord will
issue to Tenant the aforesaid number of parking stickers or tags, each of which
will authorize parking in the Building Parking Garage of a vehicle on which the
sticker or tag is displayed, or Landlord will provide a reasonable alternative
means of identifying and controlling vehicles authorized to be parked in the
Building Parking Garage. Landlord may designate the area within the Building
Parking Garage for reserved and unreserved parking (but Tenant's reserved
parking shall be in the locations shown on EXHIBIT I attached hereto), and
Landlord may change such designations from time to time. Landlord may make,
modify and enforce reasonable rules and regulations relating to the parking of
vehicles in the Building Parking Garage, and Tenant will abide by such rules and
regulations. The rules and regulations in effect as of the date of this Lease
are attached hereto as a part of EXHIBIT C and initialed for identification by
both parties. Subject to the other terms hereof, Landlord may operate or
sublease operation of the garage. Tenant's visitors shall park in the Building
Parking Garage at no charge for the primary term plus any renewals thereof.
Parking ratios set forth herein shall be applicable for expansion space leased
by Tenant.

         10.02 PARKING INFORMATION. Tenant shall provide to Landlord, within
five (5) days of written request by Landlord, license numbers and other
information requested for all Tenant's vehicles parking in the Building Parking
Garage, and shall notify Landlord immediately of any change in such information,
provided the information contained in the initial request shall be provided by
Tenant within thirty (30) days. Landlord and Tenant hereby agree that no
vehicles



                                       30
<PAGE>

operated by Tenant or Tenant's employees or guest shall be parked in or around
the Complex other than in the Building Parking Garage.

         10.03 GARAGE ADDITION. Notwithstanding the provisions of Section 10.01
above, it is understood that the Building Parking Garage as it exists on the
Execution Date is capable of providing a ratio of 3 spaces for each 1000 square
feet of Net Rentable Area in the Building. Landlord believes, however, that with
efficient garage management such limitation will not restrict or prevent Tenant
from obtaining the use of the parking rights assigned to it under Section 10.01.
of this Lease. Should Landlord, Tenant and a recognized parking consultant
mutually selected by Landlord and Tenant agree that Tenant actually requires but
is being denied, on a reasonably consistent basis, the use of all spaces
assigned to Tenant under Section 10.01 of this Lease (for reasons other than
repair, maintenance, or events of casualty) and Landlord is not able to provide
Tenant with alternatives, satisfactory to Tenant in its discretion exercised
reasonably which discretion shall include consideration of the rates to be
charged Tenant for such alternative spaces, to relieve such situation (such as,
by way of example and not limitation, providing Tenant use of surface lots in
reasonable proximity to the Building), Landlord agrees to add a minimum of one
(1) floor and a maximum of two (2) floors to the Building Parking Garage, which
shall provide approximately 150 maximum additional spaces per floor, or 300
spaces total (the "Garage Addition") for use of the Building, provided, if a
second floor is required, Tenant shall pay all costs relative to adding the
second floor. If the Garage Addition is constructed, Tenant shall be required to
lease all of the spaces on the first floor of the Garage Addition for the
balance of the initial 94-month term of this Lease (and during any renewal term
hereof) at the rate of One Hundred and No/100 Dollars ($100.00) per space per
month, but there shall be no charge for spaces used by Tenant on the second
floor of the Garage Addition. Landlord's obligation to construct the Garage
Addition is subject to all of the following conditions: (i) the final
determination of the need therefor is made prior to the day which is four (4)
years prior to the scheduled expiration of the then term of this Lease, (ii)
Landlord is able to secure all licenses and permits for such construction as may
be required by applicable law, codes, and ordinances, (iii) Tenant waives its
rights under Article 24 of this Lease by instrument in form and substance
reasonably satisfactory to Landlord, and (iv) in the case where the second floor
is to be constructed, Tenant makes arrangements satisfactory to Landlord for
payment of all costs and expenses of the design and construction thereof.

         Tenant's obligations to pay for the parking charges set forth in the
prior paragraph hereof and to pay to costs of the second floor garage addition
are subject to modification in accordance with this paragraph. If at the time
the building of the Garage Addition is triggered under the preceding paragraph
of this Section 10.03 other tenants in the Building have, in the aggregate,
parking rights to use spaces at a ratio of greater than 3 spaces for each 1000
square feet of net rentable area in the Building leased by such tenants (the
number of spaces in excess of such ratio of 3 per 1000 square feet of Net
Rentable Area which such other tenants have the right to use being referred to
in this paragraph as the "Excess Parking Rights"), then (x) Tenant's obligation
to pay for the spaces on the first floor of the Garage Addition shall be reduced
one space for each space of Excess Parking Rights, and (y) if the second floor
of the Garage Addition is constructed and there are Excess Parking Rights then
outstanding, then (i) Landlord shall bear a ratable share of the costs incurred
by Tenant to construct such second floor of the Garage Addition (such ratable
share being a fraction, the numerator of which is the total number of spaces
comprising the Excess Parking Rights and the denominator of which is the total
number of parking spaces on the second floor of the Garage Addition), and (ii)
Tenant shall pay to Landlord One Hundred and No/100 Dollars ($100.00) per space
per month for a number of spaces on the second floor of the



                                       31
<PAGE>

Garage Addition equal to the number of spaces comprising the Excess Parking
Rights. An example of the operation of the provisions of this paragraph is as
follows: Assume that the Excess Parking Rights is comprised of 50 spaces.
Further assume that both the first and second floor of the Garage Addition have
150 spaces each. In this example, Tenant would pay for only 100 of the spaces on
the first floor of the Garage Addition (i.e., 150 spaces on the first floor less
the 50 spaces comprising the Excess Parking Rights). Further in this case, if
the second floor of the Garage Addition is constructed, Landlord would pay for
one-third (1/3rd) of the costs incurred by Tenant to design and construct the
second floor of the Garage Addition (i.e., the 50 spaces comprising the Excess
Parking Rights is 1/3rd of 150 spaces) but Tenant would pay to Landlord One
Hundred Dollars ($100.00) per space for 50 of the spaces on the second floor of
the Garage Addition.

         Finally, Landlord agrees that Landlord shall not, after the Execution
Date, execute leases covering space in the Building granting the tenants under
such leases rights to use, in the aggregate, more than 3 parking spaces in the
Building Parking Garage per 1000 square feet of net rentable area in the
Building leased by such tenants.

         10.04 VISITOR PARKING. Commencing on the commencement of the term of
this Lease, Tenant shall have the right to use, at no charge to Tenant or its
customers, thirteen (13) visitor parking spaces in the Building Parking Garage,
such spaces being shown on EXHIBIT K attached hereto. Such thirteen (13) spaces
shall comprise a part of (and accordingly reduce the number of) spaces Landlord
is obligated to provide Tenant under Section 10.01 of this Lease. Landlord
shall, at Tenant's cost, post signs reflecting that such spaces are visitor
parking for Tenant's customers but shall not otherwise have any obligation to
police the use thereof or to tow any vehicle therefrom.

                                  ARTICLE 11.

                             FIRE AND OTHER CASUALTY

         11.01 REPAIRS. In the event of a fire or other casualty in the Leased
Premises or the Complex, Tenant shall immediately give notice hereof to
Landlord, and, subject to the other terms and conditions hereof, Landlord shall
use its commercially reasonable efforts to cause the repairs to be made with due
diligence and reasonable dispatch, provided, however, that Landlord shall not be
required to repair or replace furnishings, furniture, or other personal property
which Tenant may be entitled to remove from the Leased Premises or any property
improvement constructed and installed by or for Tenant in excess of "building
standard" as shown on EXHIBIT B attached hereto. If the Leased Premises, or any
portion thereof, shall be partially destroyed by fire or other casualty so as to
render the Leased Premises, or any portion thereof, untenantable, the rental
herein shall proportionately abate from the date of such casualty until such
time as the Leased Premises, or such damaged portion thereof, are made
tenantable. Within ninety (90) days following the date of such casualty,
Landlord shall give Tenant written notice of the reasonable estimate from a
responsible contractor selected by Landlord of the time estimated to restore the
Leased Premises (measured from the day which is 90 days following the date of
the casualty) to "building standard" condition and whether Landlord elects to do
so. In the event Landlord's contractor's estimate of the time to restore the
Leased Premises (measured from the day which is 90 days following the date of
the casualty) to "building standard" condition exceeds 180 days, Tenant shall
have the right and option to terminate this Lease upon notice to Landlord within
15 days following Tenant's receipt of Landlord's contractor's estimate. If
neither Landlord nor



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<PAGE>

Tenant terminates this Lease, this Lease shall continue in full force and effect
and such repairs will be made within a reasonable time thereafter, not to exceed
one hundred and eighty (180) days (measured from the day which is 90 days
following the date of such casualty), subject to delays arising from shortages
of labor or material, strikes, acts of God, war or other conditions beyond
Landlord's reasonable control, provided, however, that Landlord shall use its
commercially reasonable efforts to not interfere with Tenant's use and occupancy
of the portion of the Leased Premises not destroyed or damaged. No damages,
compensation, or claims shall be payable by Landlord for any inconvenience, loss
of business, or annoyance arising from such repair and reconstruction. Tenant
and Landlord agree that the term of this Lease shall be extended by a period of
time equal to the period of such repair and reconstruction. The obligations of
Landlord with regard to re-construction are conditioned upon the consent of
Landlord's Mortgagee to the use of proceeds of insurance for such purposes. So
long as the same do not interfere with Landlord's repair, reconstruction and
restoration activities, Tenant shall not be obligated to remove its equipment,
furniture or furnishings from the Leased Premises during such reconstruction and
restoration activities.

         11.02 TERMINATION. In the event such destruction results in one-half
(1/2) or more of the Leased Premises being untenantable for a period, reasonably
estimated by a responsible contractor selected by Landlord, to be nine (9)
months or longer after such destruction, Landlord shall so notify Tenant
promptly in writing and then either Landlord or Tenant may cancel this Lease by
delivering written notice thereof to the other party given within thirty (30)
days after Landlord's contractor provides such estimate in accordance with
Section 11.01 of this Lease. If Landlord does not so terminate this Lease, then
such written notice shall also state whether Tenant has the right to elect to
terminate this Lease pursuant to the foregoing provisions of this Article 11.
and if so, Tenant must exercise such right of termination, if at all, by giving
written notice thereof within not more than thirty (30) days after said written
notice from Landlord to Tenant.

         11.03 RENT. In the event the Leased Premises, the Building or Building
Parking Garage shall be so damaged that Landlord shall decide not to rebuild to
the same or substantially the same condition as immediately prior to such fire
or other casualty, then all rent owed up to the time of such destruction or
termination, as set forth in Section 11.02., shall be paid by Tenant and
thenceforth this Lease shall cease and come to an end. In the event that this
Lease is terminated as herein permitted, Landlord shall refund to Tenant the
prepaid rent (unaccrued as of the date of damage or destruction) and the Letter
of Credit (if still outstanding), if any, less any sum then owing Landlord by
Tenant.

         11.04 WAIVER. Whenever (a) any loss, cost, damage or expense resulting
from fire, explosion or any other casualty or occurrence is incurred by either
of the parties to this Lease in connection with the Leased Premises, the
Building or the Building Parking Garage, and (b) such party is then covered (or
is required under this Lease to be covered) in whole or in part by insurance
with respect to such loss, cost, damage or expense, or (c) such loss is caused
by a peril which is insured under Texas standard, multi-peril insurance
(regardless of whether the party suffering the loss is actually insured), then
the party suffering such loss hereby releases the other party from any liability
it may have on account of such loss, cost, damage or expense, and waives any
right of subrogation which might otherwise exist in or accrue to any person on
account thereof EVEN IF SUCH LOSS IS CAUSED BY THE NEGLIGENCE OF THE OTHER PARTY
HERETO; provided that such release of liability and waiver of the right of
subrogation shall not be operative in any case where the effect thereof is to
invalidate such



                                       33
<PAGE>

insurance coverage or increase the cost thereof (provided, that in the case of
increased cost, the other party shall have the right, within thirty (30) days
following receipt of written notice, to pay such increased cost, thereupon
keeping such release and waiver in full force and effect). Landlord and Tenant
shall use their respective commercially reasonable efforts to obtain such a
release and waiver of subrogation from their respective insurance carriers and
shall immediately notify the other of any failure to obtain or maintain the
same.

                                  ARTICLE 12.

                                   INSURANCE

         12.01 LANDLORD'S INSURANCE. Landlord shall, at its sole cost and
expense, all risk property insurance on the portion of the Complex constructed
by Landlord, including "building standard" leasehold improvements, in such
amounts and with such deductibles as desired by Landlord or as may be required
by Landlord's Mortgagee, provided that such amounts shall not exceed amounts
reasonably deemed standard for the general quality and character of the Complex.
Landlord may, but shall not be obligated to, take out and carry any other form
or forms of insurance as it or Landlord's Mortgagee may reasonably determine
desirable. Notwithstanding any contribution by Tenant to the cost of insurance
premiums, payments for losses thereunder shall be made solely to Landlord,
subject to the rights of the holder of any first lien mortgage or deed of trust
which may now or hereafter encumber the Building or Building Parking Garage.

         12.02 TENANT'S INSURANCE. Tenant shall maintain at its expense all risk
property insurance on all of its personal property, including removable trade
fixtures, located in the Leased Premises and on its non-"building standard"
leasehold improvements and all additions and improvements made by Tenant. Tenant
shall also maintain, at its sole cost and expense, commercial general liability
insurance, including contractual liability insurance, issued by and binding upon
some solvent insurance company approved in writing by Landlord, with limits of
liability of at least $5,000,000 with respect to death of or injuries to one or
more persons and at least $5,000,000 with respect to loss of or damage to
property. Tenant shall cause Landlord to be named as an additional insured under
such policies and shall furnish Landlord with certificates of insurance. Such
policies of insurance shall contain an endorsement that such policies cannot be
amended or modified as to Landlord without fifteen (15) days prior written
notice.

         12.03 LEGAL USE AND VIOLATION OF INSURANCE COVERAGE. Subject to the
provisions of Article 6., Tenant shall not occupy or use or permit any portion
of the Leased Premises to be occupied or used for any business or purpose which
is unlawful, disreputable or deemed to be extra-hazardous on account of fire or
use of materials, or permit anything to be done which would in any way increase
the rate of fire or other insurance coverage on said Building, the Building
Parking Garage and/or their contents. In addition to Landlord's other rights and
remedies, in the event of a breach by Tenant under this Section 12.03., Tenant
shall reimburse Landlord upon demand for any increased insurance premiums
resulting from such breach. In determining whether increased premiums are a
result of Tenant's use of the Leased Premises, a schedule issued by the
organization computing the insurance rate on the Building or the leasehold
improvements showing the various components of such rate, shall be conclusive
evidence of the several items and charges which make up such rate. Tenant shall
promptly comply with all reasonable requirements of the insurance authority or
any present or future insurer relating to the Leased Premises and in the event
Tenant fails to comply within thirty (30)




                                       34
<PAGE>

days of notice or demand under this Section 12.03., (but without additional
notice or demand in the case of fire or life safety situations) Landlord may
enter upon the Leased Premises and attempt to remedy such condition, in which
event Landlord shall not be liable for any damage or injury caused to any
property of Tenant or of others located on the Leased Premises EVEN IF CAUSED BY
THE NEGLIGENCE OF LANDLORD, ITS AGENTS, CONTRACTORS OR EMPLOYEES, but excluding
damages caused by Landlord's gross negligence.

                                   ARTICLE 13.

                            ASSIGNMENT AND SUBLETTING

         13.01 LANDLORD'S OPTION. Tenant shall not have the right to assign this
Lease or sublet any portion of the Leased Premises, except in accordance with
this Article 13. In the event Tenant should desire to assign this Lease or
sublet the Leased Premises or any part thereof, Tenant shall give Landlord
written notice of such desire at least thirty (30) days in advance of the date
on which Tenant desires to make such assignment or sublease, which notice shall
be accompanied by the following information: the identity of the assignee or
sublessee and the most current audited financial statements of such party (or if
there is none, a current financial statement certified by such party's chief
financial officer or general partner [if a partnership] as being true and
correct), a description of the space to be subleased, in the case of a sublease,
and the proposed terms and conditions of the sublease (in the case of a
sublease). Landlord shall then have a period of fifteen (15) days following
receipt of such notice and information within which to notify Tenant in writing
that Landlord elects either (1) to permit Tenant to assign or sublet such space;
if however, the rental rate agreed upon between Tenant and sublessee is greater
than the rental rate that Tenant must pay Landlord, then such excess rental
received, less any portion of the excess rental thereof for any reasonable costs
directly associated with securing the sublessee or assignee, shall be equally
shared by Landlord and Tenant and Landlord's portion shall be deemed additional
rent owed by Tenant to Landlord and shall be paid by Tenant to Landlord in the
same manner that Tenant pays the Base Rental as outlined in Article 4. of this
Lease, or (2) to refuse to consent to Tenant's assignment or subleasing such
space. If Landlord should fail to notify Tenant in writing of such election
within said fifteen (15) day period, Landlord shall be deemed to have elected
option (2) above. If Landlord elects to exercise option (1) above with regard to
a sublease, Tenant agrees to provide, at Tenant's expense, direct access from
such sublet space to a public corridor of the Building.

         13.02 CONDITIONS FOR APPROVAL TO SUBLEASE/ASSIGNMENT. Landlord shall
not unreasonably withhold or delay granting permission to an assignment of this
Lease or to a sublease proposed by Tenant; provided, however, it is agreed that
a withholding of said permission by Landlord to a proposed assignment or
sublease shall be based on certain conditions which, in Landlord's good faith
judgment, shall be deemed reasonable cause for withholding permission and shall
not be deemed unreasonable. Approval by Landlord shall not be unreasonably
withheld, provided:

         (1) The usage permitted thereunder would not conflict with the
         exclusive usage rights granted to any other tenant in the Building;

         (2) The proposed assignee or sublessee meets the Tenant requirements of
         Article 6. and, in the event of assignment, has sufficient financial
         net worth to perform its obligations under this Lease;


                                       35
<PAGE>

         (3) The occupancy by the proposed assignee or sublessee would not
         create unreasonable elevator loads or otherwise interfere with standard
         building operations;

         (4) The proposed assignee or sublessee would not use the Leased
         Premises for any use which would diminish the value or reputation or
         alter the first class character of the Building;

         (5) In the event of assignment, the proposed assignee must expressly
         assume and agree to perform all obligations of Tenant under the Lease
         and Tenant shall confirm, in writing, its obligations under this Lease;
         and

         (6) In the case of a sublease or assignment, the sublessee or assignee
         is not then a tenant in the Building or someone with whom (directly or
         through such party's broker) Landlord has held substantive discussions
         regarding lease of space in the Building.

         An assignment pursuant to Section 13.03 of this Lease shall not require
Landlord's prior written consent so long as the proposed assignee meets the
requirements of said Section 13.03 of this Lease.

         In no event, however, shall any assignment or subletting by Tenant
shall relieve Tenant of any obligation under this Lease, and Tenant and Tenant's
assignee or sublessee shall remain jointly and severally liable hereunder.
Expansion options, renewal options, and preferential right to lease provisions,
if applicable, shall not be assigned or subleased, other than to a successor
entity as described in Section 13.03 hereinbelow. Any attempted assignment or
sublease by Tenant in violation of the terms and covenants of this Article 13.
Of this Lease shall be void.

         13.03 CORPORATE CONDITIONS. Any transfer of this Lease from Tenant by
merger, acquisition, consolidation or dissolution or any change in ownership or
power to vote a majority of the voting stock in Tenant outstanding at the time
of the Execution Date or the acquisition of all stock of Tenant by any
corporation, or the merger of Tenant into a corporation, shall, except as
provided below in this section, constitute an assignment prohibited by this
Lease. For purposes of this Section 13.03., the term "voting stock" shall refer
to shares of stock regularly entitled to vote for the election of directors of
the corporation involved. If Tenant should become partnership, then any
withdrawal or change of any of the general partners shall constitute an
assignment for purposes of this Lease.

         Notwithstanding the foregoing, the following shall not constitute an
assignment of this Lease: (i) if Tenant is a corporation, the addition or
withdrawal of stockholders, or (ii) the assignment of this Lease to any
successor of Tenant (A) into which Tenant is merged or consolidated, or (B)
arising from the transfer of Tenant's interest under this Lease made in
conjunction with a transfer of all or substantially all of the assets of Tenant,
or (iii) such assignment is made to any entity controlled by, controlling, or
under common control with Tenant so long as in each of the circumstances
described in (i) and (ii) above in this paragraph, the surviving corporation or
assignee shall (1) assume the obligations of Tenant hereunder in a writing which
provides that the assumption therein is for the express benefit of Landlord and
Landlord's Mortgagee, and (2) shall have a Net Worth (defined below) equal to or
greater than $100,000,000.



                                       36
<PAGE>

         For purposes hereof, "Net Worth" means total assets (valued at cost
less normal depreciation), less all liabilities (including contingent and
indirect liabilities), all determined in accordance with generally accepted
accounting principles. The term "liabilities" shall include, without limitation,
(i) indebtedness secured by liens on property of the person with respect to
which Net Worth is being computed whether or not such person is liable for the
payment thereof; (ii) deferred liabilities; and (iii) obligations under leases
which have been capitalized.

         13.04 EFFECT OF CONSENT. Consent by Landlord to a particular assignment
or sublease or other transaction shall not be deemed a consent to any other or
subsequent transaction. If this Lease be assigned or if the Leased Premises be
subleased (whether in whole or in part), or in the event of the mortgage, pledge
or hypothecation of the leasehold interest, or grant of any concession or
license within the Leased Premises without the prior written permission of
Landlord, or if the Leased Premises be occupied in whole or in part by anyone
other than Tenant, without the prior written permission of Landlord, Landlord
may nevertheless collect rent from the assignee, sublessee, mortgagee, pledgee,
party to whom the leasehold interest was hypothecated, concessionee or licensee
or other occupant and apply the net amount collected to the rent payable
hereunder, but no such transaction or collection of rent or application thereof
by Landlord shall be deemed a waiver of these provisions or a release of Tenant
from the further performance by Tenant of its covenants, duties and obligations
hereunder.

         13.05 FEES. In any case where Landlord consents to any such assignment,
sublease or other transaction, Landlord may require that Tenant pay Landlord a
reasonable sum for (x) the time expended by Landlord in evaluating and
responding to the same (which sum shall be the product of $300 times the number
of hours expended by Paul F. Barnhart, Jr. or Donald L. Morgan or their
successors in this regard) and (y) attorneys' fees (not to exceed $5,000)
arising out of or incident to such transaction, and that the sublessee or
assignee pay Landlord a reasonable sum for any assistance Landlord may provide
upon request in moving the sublessee or assignee in and out of Leased Premises
and the Building, but Landlord shall not be obligated to provide such
assistance.

                                  ARTICLE 14.

                                  SUBORDINATION

         14.01 SUBORDINATION. This Lease is and shall be subject and subordinate
at all times to all ground or underlying leases which may now exist or hereafter
be executed affecting the Building and Building Parking Garage and/or the land
upon which the Building and Building Parking Garage are situated and to the lien
of any mortgages or deeds of trust in any amount or amounts whatsoever now or
hereafter placed on or against the Building and Building Parking Garage and/or
land upon which the Building and Building Parking Garage are situated or on or
against the Landlord's interest or estate therein, or on or against any ground
or underlying lease, and to all renewals, modifications, consolidations,
replacements and extensions of any such leases, mortgages or deeds of trust,
without the necessity of having further instruments on the part of Tenant to
effectuate such subordination; provided, however, that at the option of any such
lessor or mortgagee, this Lease shall be superior to the lease or mortgage of
such lessor or mortgagee. This Lease is further subordinate to (a) all
applicable ordinances of the city in which the Building is located, relating to
easements, franchises, and other interest or rights upon, across, or appurtenant
to the Building or Building Parking Garage or the land upon which the same are
situated and (b) all utility easements and agreements. Any person or entity,
whether



                                       37
<PAGE>

one or more, that owns such leases, mortgages or deeds of trust, net profit,
partnership venture or equity interest in the Complex shall hereinafter be
referred to as "Landlord's Mortgagee". Notwithstanding the foregoing, Tenant
covenants and agrees to execute and deliver, upon demand, such consent or
further instruments evidencing such subordination of this Lease to such ground
or underlying leases and to the lien of any such mortgages or deeds of trust as
may be required by Landlord. In the event of termination of any ground or
underlying lease, or in the event of foreclosure or exercise of any power of
sale under any mortgage or deed of trust superior to this Lease or to which this
Lease is subject or subordinate, Tenant shall, upon demand, attorn to the lessor
under said ground and underlying lease or to the purchaser at any foreclosure
sale or sale pursuant to the exercise of any power of sale under any mortgage or
deed of trust

         Concurrent herewith, Landlord has provided Tenant a subordination,
non-disturbance and attornment agreement (a "SNDA") from Red River Limited
Partnership, the Landlord's Mortgagee as of the Execution Date, the form of
which is attached hereto as EXHIBIT L.

         Notwithstanding the foregoing, this Lease shall not be subordinate to
any ground lease or deed of trust or mortgage lien hereafter placed against the
Building or Building Parking Garage unless Landlord's Mortgagee offers to enter
into a SNDA with Tenant in such Landlord's Mortgagee's standard form.

         14.02 MORTGAGEE. Notwithstanding any breach by Landlord, Tenant shall
not have the right (without implying that such right exists) to terminate this
Lease unless and until Tenant shall have given written notice, by certified or
registered mail, to such Landlord's Mortgagee (if the names and addresses
thereof have been furnished to Tenant) that Landlord is in default hereunder,
specifying the nature of such default in detail, and such default shall have
continued uncured for the cure period afforded Landlord's Mortgagee in the SNDA
executed by it (following the expiration of the applicable cure period afforded
to Landlord under this Lease) and for such additional time after such period as
may be necessary for the Landlord's Mortgagee to pursue its remedies and obtain
title to the Complex by foreclosure or otherwise if the default under the Lease
is one which requires possession for the Landlord's Mortgagee to cure.

         14.03 FINANCING. If, in connection with financing or refinancing for
the Building or with any ground or underlying lease, the lender, lessor, or
financier shall request reasonable modifications in this Lease, Tenant will not
unreasonably withhold, delay, or defer its consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder or materially
adversely affect the leasehold interest hereby created or Tenant's use and
enjoyment of Leased Premises.

                                  ARTICLE 15.

                                 EMINENT DOMAIN

         15.01 SUBSTANTIAL AND/OR PARTIAL TAKING. If all or substantially all of
the Leased Premises shall be taken by virtue of eminent domain or for any public
or quasi-public use or purpose, this Lease and the estate hereby granted shall
terminate on the date the condemning authority takes possession (upon such
termination, the Letter of Credit shall be returned to Tenant). If only a part
of the Leased Premises is taken, Landlord shall use reasonable efforts to
provide Tenant substantially comparable space in the Building, if available, on
the same terms



                                       38
<PAGE>

provided for in this Lease (except that the term shall be co-terminous with the
term hereof and Landlord shall have no obligation to provide any improvement
allowance) and if such other space is not available, this Lease and the estate
hereby granted shall, at the election of Landlord, either (i) terminate on the
date the condemning authority takes possession by giving notice thereof to
Tenant within thirty (30) days after the date of such taking possession, or (ii)
continue in full force and effect as to that part of the Leased Premises not so
taken and the Base Rental shall be reduced (from and after the date of such
taking of possession) in the proportion that the number of square feet of Net
Rentable Area contained in the Leased Premises so taken, if any, bears to the
total number of square feet of Net Rentable Area contained in the Leased
Premises immediately prior to such taking. If, as a result of such partial
taking, the Leased Premises, a portion of the Building not including the Leased
Premises, or the Building Parking Garage or access thereto, is affected in a
manner that renders the Leased Premises untenantable or that substantially
impairs Tenant's use of the remainder of the Leased Premises, or if more than
fifty percent (50%) of the Leased Premises (or any lesser percentage which
renders the remainder unusable for the purposes intended) shall be taken or
condemned, then Tenant shall have the right to terminate this Lease by giving
Landlord written notice thereof within thirty (30) days after the date
condemning authority takes possession. Sale in lieu of condemnation to an
authority having and asserting the power of eminent domain shall be a taking for
purpose of this Lease.

         15.02 AWARDS. Landlord shall be entitled to the whole of any and all
awards which may be paid or made in connection with any taking as described in
Section 15.01. above, and Tenant shall not be entitled to any of such awards,
Tenant hereby expressly assigning to Landlord any and all right, title, and
interest of Tenant now or hereafter arising in and to any such awards.
Notwithstanding the foregoing, Tenant shall be allowed to assert, at Tenant's
cost and expense, a separate claim for losses (in amounts in excess of all
leasehold improvements allowances paid to Tenant under this Lease as of the date
of such taking) for all above "building standard" improvements installed by
Tenant, Tenant's trade fixtures, equipment, furniture and other movable
equipment and for moving expenses and business interruption related, in each
case, to such taking.

         15.03 TEMPORARY TAKING. Any temporary taking for a period of six (6)
months or longer shall be treated in the same manner as provided for in Sections
15.01. and 15.02. above. In the event of any temporary taking of less than one
(1) month, all Base Rental shall be reduced or abated in proportion to the
interference with Tenant's enjoyment of the Leased Premises, Landlord shall be
entitled to all awards (except for use of or damage to Tenant's tangible
property and/or to the extent that the award is stipulated to be for Tenant's
unamortized, non-"building standard" leasehold improvements), Tenant shall have
no liability with respect to the acts or omissions or the taking authority or
for the performance of any of Tenant's obligations hereunder that Tenant is
unable to perform, and otherwise this Lease shall continue in full force and
effect.

                                  ARTICLE 16.

                            WAIVER OF LANDLORD'S LIEN

         Landlord hereby waives Landlord's statutory landlord's lien in and to
Tenant's property from time to time located in the Leased Premises.



                                       39
<PAGE>

                                  ARTICLE 17.

                                     DEFAULT

         17.01 DEFAULT BY TENANT. Each of the following acts or omissions of
Tenant, or occurrences shall constitute an "Event of Default":

         (1) Failure or refusal by Tenant to timely pay rent or other payments
         hereunder upon the expiration of five (5) days after written notice to
         Tenant is given; provided, that, after the Letter of Credit has been
         returned to Tenant, Landlord shall not be obligated to provide more
         than two (2) notices under this clause in any calendar year such that
         any failure by Tenant to pay rent or any other payment after the giving
         of such second notice shall automatically, without further notice,
         constitute default by Tenant;

         (2) Failure to perform or observe any other covenant or condition of
         this Lease by Tenant, upon the expiration of a period of twenty (20)
         days following written notice to Tenant of such failure, except that
         where such default or failure cannot, by its nature, reasonably be
         cured within such twenty (20) day period, then the length of the grace
         period for such default shall be extended, provided Tenant commences
         curing such default and/or failure within such twenty (20) day period
         and continues the curing thereof with due diligence, speed and
         continuity, but no longer than one hundred twenty (120) days in total;

         (3) The filing or execution or occurrence which has not been vacated
         within thirty (30) days of: a petition in bankruptcy or other
         insolvency proceeding by or against Tenant; or petition or answer
         seeking relief under any provision of the Bankruptcy Act; or an
         assignment for the benefit of creditors or composition; or a petition
         or other proceeding by or against the Tenant for the appointment of a
         trustee, receiver or liquidator of Tenant or any of Tenant's property
         or a proceeding by any governmental authority for the dissolution or
         liquidation of Tenant;

         (4) Failure to peacefully surrender the Leased Premises on expiration
         or termination of this Lease;

         (5) The occurrence of any other event herein provided to be an Event of
         Default;

         (6) Assignment or subletting without Landlord's consent or breach of
         any warranty or representation by Tenant.

         17.02 REMEDIES. Upon the occurrence of any Event of Default, as
enumerated above, Landlord may, at Landlord's option, in addition to any other
remedy or right given hereunder or by law or equity (but Landlord shall not be
entitled to consequential damages) do any one or more of the following:

         (1) Terminate this Lease, in which event, Tenant shall immediately
         surrender possession of the Leased Premises to Landlord;



                                       40
<PAGE>

         (2) Enter upon and take possession of the Leased Premises and expel or
         remove Tenant and any other occupant therefrom, with or without having
         terminated the Lease;

         (3) Alter locks and other security devices at the Leased Premises.

         17.03 NO ACCEPTANCE. Exercise by Landlord of any one or more remedies
hereunder granted or otherwise available shall not be deemed to be an acceptance
of surrender of the Leased Premises by Tenant, whether by agreement or by
operation of law, it being understood that such surrender can be effected only
by the written agreement of Landlord and Tenant. No such alteration of security
devices and no removal or other exercise of dominion by Landlord over the
property of Tenant or others at the Leased Premises shall be deemed unauthorized
or constitute a conversion, Tenant hereby consenting, after any Event of
Default, to the aforesaid exercise of dominion over Tenant's property within the
Building. All claims for damages by reason of such re-entry and/or repossession
and/or alteration of locks or other security devises are hereby waived, as are
all claims for damages by reason of any distress warrant, forcible detainer
proceedings, sequestration proceedings or other legal process. Tenant agrees
that any re-entry by Landlord may be pursuant to judgment obtained in forcible
detainer proceedings or other legal proceedings or without the necessity for any
additional notice or legal proceedings, as Landlord may elect, and Landlord
shall not be liable in trespass or otherwise.

         17.04 TERMINATION. In the event Landlord elects to terminate this Lease
by reason of an Event of Default, then notwithstanding such termination, Tenant
shall be liable for and shall pay to Landlord, at the Building Office, located
at 5151 San Felipe, Houston, Texas, the sum of all rent and other indebtedness
accrued to the date of such termination, plus, as damages, an amount equal to
the then present value of the rent reserved hereunder for the remaining portion
of the term of the Lease (had such term not been terminated by Landlord prior to
the date of expiration stated in Article 2 of this Lease), less the then present
value of the then fair rental value of the Leased Premises for such period; the
undersigned parties here stipulating that such fair rental value shall in no
event be deemed to exceed sixty percent (60%) of the then present value of the
rent reserved for such period. For purposes of determining present value under
this Section 17.04 of this Lease, a discount rate of six percent (6%) shall be
used.

         17.05 NON-TERMINATION. In the event that Landlord elects to repossess
the Leased Premises without terminating the Lease, then Tenant shall be liable
for and shall pay to Landlord at the Building office, located at 5151 San
Felipe, Houston, Texas, the sum of all rent and other indebtedness accrued to
the date of such repossession, plus rent required to be paid by Tenant to
Landlord during the remainder of the term of this Lease until the date of
expiration of the term as stated in Article 2 of this Lease, diminished by any
net sums thereafter received by Landlord through reletting the Leased Premises
during said period (after deducting expenses incurred by Landlord as provided in
Section 17.06. of this Lease). In no event shall Tenant be entitled to any
excess of any rent obtained by reletting over and above the rent herein
reserved. Actions to collect amounts due Landlord by Tenant as provided in this
Section 17.05. of this Lease may be brought from time to time, on one or more
occasions, without the necessity of Landlord's waiting until expiration of the
term of this Lease. If Landlord elects to terminate Tenant's right to possession
without terminating this Lease, Landlord shall have the right at any time
thereafter to terminate this Lease, whereupon the foregoing provisions with
respect to termination of this Lease will thereafter apply.



                                       41
<PAGE>

         17.06 ADDITIONAL COSTS. In case of an Event of Default, Tenant shall
also be liable for and shall pay to Landlord, at the Building office, located at
5151 San Felipe, Houston, Texas, in addition to any sum provided to be paid
above: broker's fees incurred by Landlord in connection with reletting the whole
or any part of the Leased Premises; the reasonable costs of removing and storing
Tenant's or other property of any other occupant of the Leased Premises; the
reasonable costs of repairing, altering, remodeling or otherwise putting the
Leased Premises into condition acceptable to a new tenant or tenants, and all
reasonable expenses incurred by Landlord in enforcing Landlord's remedies
including reasonable attorneys' fees. Past due rent and other past due payments
shall bear interest from maturity at the maximum lawful rate per annum until
paid.

         17.07 RELETTING. Notwithstanding the foregoing, to the extent (but no
further) Landlord is required by applicable Texas law to mitigate damages, or is
required by law to use efforts to do so, and such requirement cannot be lawfully
and effectively waived (it being the intention of Landlord and Tenant that
Tenant WAIVE such requirements to the maximum extent permitted by applicable
law), Tenant agrees that Landlord shall not be deemed to have failed to mitigate
damages, or the efforts required by law to do so, because:

         (i) Landlord leases other space in the Building which is vacant prior
to re-letting the Leased Premises;

         (ii) Landlord refuses to relet the Leased Premises to any affiliate of
Tenant, or any principal of Tenant, or any affiliate of such principal (for
purposes of this section of the Lease, "affiliate" shall mean and refer to any
person or entity controlling, under common control with, or controlled by the
party in question);

         (iii) Landlord refuses to relet the Leased Premises to any person or
entity whose creditworthiness is not acceptable to Landlord in the exercise of
its reasonable discretion;

         (iv) Landlord refuses to relet the Leased Premises to any person or
entity because the use proposed to be made of the Leased Premises by such
prospective tenant is not general office use of a type and nature consistent
with that of the other tenants in the portions of the Building leased or held
for lease for general office purposes as of the date Tenant defaults under this
Lease (by way of illustration, but not limitation, government offices, consular
offices, doctor's offices or medical or dental clinics or laboratories, or
schools would not be uses consistent with that of other tenants in the
Building), or such use would, in Landlord's reasonable judgment, impose
unreasonable or excessive demands upon the Building systems, equipment or
facilities;

         (v) Landlord refuses to relet the Leased Premises to any person or
entity, or any affiliate of such person or entity, who is or has been engaged in
litigation with Landlord or any of its affiliates;

         (vi) Landlord refuses to relet the Leased Premises because the tenant
or the terms and provisions of the proposed lease are not approved by the
holders of any liens or security interests in the Building, or would cause
Landlord to be in default of, or to be unable to perform any of its covenants or
obligations under, any agreements between Landlord and any third party;

         (vii) Landlord refuses to relet the Leased Premises because the
proposed tenant is unwilling to execute and deliver Landlord's standard lease
form or such tenant requires improvements to the Leased Premises to be paid at
Landlord's cost and expense; or



                                       42
<PAGE>


         (viii) Landlord refuses to relet the Leased Premises to a person or
entity whose character or reputation, or the nature of such prospective tenant's
business, would not be acceptable to Landlord in its reasonable discretion.

         17.08 LANDLORD PAYMENTS. If Tenant should fail to make any payment or
cure any default hereunder within the time herein permitted, Landlord, without
being under any obligation to do so and without thereby waiving such default,
may make such payment and/or remedy such other default for the account of Tenant
(and enter the Leased Premises for such purpose), and thereupon Tenant shall be
obligated and hereby agrees to pay Landlord, upon demand, all reasonable costs,
expenses and disbursements (including reasonable attorney's fees) incurred by
Landlord in taking such remedial action. Landlord shall not be liable for any
damages suffered by Tenant from such action whether caused by negligence of
Landlord or otherwise.

         17.09 DEFAULT BY LANDLORD. In the event of any default by Landlord,
Tenant's exclusive remedy except as provided by Section 7.05. of this Lease
shall be an action for damages (Tenant hereby waiving the benefit of any laws
granting it a lien upon the property of Landlord and/or except as provided in
Section 7.05, upon rent due Landlord), but prior to any such action, Tenant will
give Landlord written notice specifying such default with particularity, and
Landlord shall thereupon have thirty (30) days (plus such additional reasonable
period as may be required in the exercise by Landlord of due diligence) in which
to cure any such default. Unless and until Landlord fails to so cure any default
within the cure period after such notice, Tenant shall not have any remedy or
cause of action by reason thereof. All obligations of Landlord hereunder shall
be construed as covenants, not conditions; and all such obligations shall be
binding upon Landlord only during the period of its possession of the Building
and not thereafter. Under no circumstances whatsoever shall Landlord ever be
liable hereunder for consequential damages or special damages.

         17.10 LANDLORD DEFINED. The term "Landlord" shall mean only the owner
or owner's authorized agent, from time to time, of the Complex. Landlord and/or
such owner shall have the right to transfer, assign or convey, in whole or in
part, all its rights and obligations hereunder and in the Complex and property
referred to herein, and in the event of the transfer by Landlord and owner of
its interest in the Complex, Landlord and owner shall thereupon be released and
discharged from all covenants and obligations of the Landlord and such owner
thereafter accruing, but such covenants and obligations shall be binding during
the term of the Lease upon each new owner for the duration of such owner's
ownership. Landlord shall notify Tenant of any such transfer, assignment, or
conveyance. All provisions of the Lease which limit or release liabilities or
obligations of Landlord with respect to the Lease or the Complex, shall inure to
the benefit of the owner from time to time of the Complex.

         17.11 INDEPENDENT OBLIGATIONS. The obligation of Tenant to pay all rent
and other sums hereunder provided to be paid by Tenant and the obligation of
Tenant to perform Tenant's other covenants and duties hereunder constitute
independent unconditional obligations to be performed at all times provided for
hereunder, save and except only when an abatement thereof or reduction therein
is hereinabove expressly provided for and not otherwise. Except as otherwise
provided herein, Tenant waives and relinquishes all rights which Tenant might
have to claim any nature of lien against or withhold, or deduct from or offset
against any rent and other sums provided hereunder to be paid Landlord by
Tenant.



                                       43
<PAGE>

         17.12 REMEDIES CUMULATIVE. Landlord may restrain or enjoin any breach
or threatened breach of any covenant, duty or obligation of Tenant herein
contained without the necessity of proving the inadequacy of any legal remedy or
irreparable harm. The remedies of Landlord hereunder shall be deemed cumulative
and no remedy of Landlord, whether exercised by Landlord or not, shall be deemed
to be in exclusion of any other.

         17.13 NON-WAIVER. No provision of this Lease shall be deemed to have
been waived by Tenant or Landlord unless such waiver is in writing and signed by
Tenant or Landlord, as the case may be. Neither acceptance of rent or other
amounts owed by Tenant to Landlord nor payment by Tenant to Landlord nor failure
by either party to complain of any action, non-action or default of the other
shall constitute a waiver of any of Landlord's or Tenant's rights hereunder. Nor
shall any custom or practice which may grow up between the parties in the
administration of the terms of this Lease be construed to waive or burden
Landlord's or Tenant's right to insist upon strict performance of the terms of
this Lease. Waiver by Landlord or Tenant of any right for any default of Tenant
or Landlord shall not constitute a waiver of any right for either a subsequent
default of the same obligation or any other default. Receipt by Landlord of
Tenant's keys to the Leased Premises shall not constitute acceptance of
surrender of the Leased Premises.

                                  ARTICLE 18.

                             LIABILITY AND INDEMNITY

         18.01 Tenant agrees to indemnify and/or hold harmless Landlord and
Landlord's partners, Landlord's Mortgagee, Barnhart Interests, Inc. and their
respective agents, directors, officers, employees, invitees and contractors
(collectively, the "Landlord's Indemnified Parties") from all claims, losses,
costs, damages or expenses (including but not limited to attorney's fees)
resulting or arising or alleged to arise from any and all injuries or death of
any person or damage to any property caused by any act, omission, or neglect of
Tenant and/or Tenant's directors, officers, employees, agents, invitees,
contractors, customers, which occurs during the term of this Lease in or about
the Leased Premises or any other place in the Complex to the extent caused by or
otherwise arising out of Tenant's, its agents', contractors', employees', or
invitees' use or occupancy of the Complex EVEN IF THE SAME IS CAUSED IN WHOLE OR
IN PART BY THE NEGLIGENCE OF ANY OF THE LANDLORD'S INDEMNIFIED PARTIES, IT BEING
INTENDED THAT THE FOREGOING INDEMNITY EXTEND TO AND COVER THE NEGLIGENCE OF SUCH
PARTIES BUT ONLY TO THE EXTENT SUCH NEGLIGENCE IS ALLEGED OR FOUND TO BE BASED
IN WHOLE OR IN PART UPON AN ASSERTION OR FINDING THAT LANDLORD'S INDEMNIFIED
PARTIES WERE NEGLIGENT IN ENTERING INTO, OR CONSENTING TO, THIS LEASE, NEGLIGENT
IN GRANTING TENANT THE RIGHTS GRANTED TO TENANT HEREIN, OR NEGLIGENT IN FAILING
TO SUPERVISE OR MONITOR TENANT'S, TENANT'S AGENTS, CONTRACTORS OR EMPLOYEES,
ACTIVITIES ON OR ABOUT THE COMPLEX OR IN FAILING TO ENFORCE THE PROVISIONS OF
THIS LEASE. Tenant agrees to use and occupy the Leased Premises and other
facilities of the Complex at its own risk and hereby releases the Landlord's
Indemnified Parties from all claims for any damage or injury to the full extent
permitted by law, except to the extent that same arises out of the gross
negligence or willful acts or omissions of the indemnified party. Except to the
extent that same arises out of the gross negligence or willful acts and
omissions of Landlord, none of the Landlord Indemnified Parties shall be liable
to Tenant, and Tenant hereby waives all claims against Landlord's Indemnified
Parties for: any damage or loss of any kind; for




                                       44
<PAGE>

direct damages, consequential damages, loss of profits, business interruption
and for any damage to and/or theft of property, death or injury to persons from
any cause including, but not limited to, acts of other tenants, vandalism, loss
of trade secrets or other confidential information; any damage, loss or injury
caused by defect in the Leased Premises, Building or the Complex, pipes, air
conditioning, heating, plumbing or by water leakage of any kind from the roof,
walls, windows, basement or other portion of the Leased Premises, Building, or
the Complex; or caused by acts of God, electricity, wind, storm, gas, oil, fire
or any cause whatsoever in, on or about the Leased Premises, Complex, or any
part thereof. The term "injury", as used in this Lease, shall include, without
limitation, mental pain, suffering and anguish.

         18.02 Landlord agrees to indemnify and hold harmless Tenant and
Tenant's agents, directors, officers, employees, invitees, and contractors from
all claims, losses, costs, damages or expenses (including, but not limited to
attorneys' fees) resulting or arising or alleged to arise from any and all
injuries to or death of any person in or about the Complex (excluding the Leased
Premises) caused by any act, omission or neglect of Landlord or Landlord's
Indemnified Parties which occurs during the term of this Lease. With regard to
injuries to or death of Tenant's directors, officers, employees, invitees, and
contractors occurring in the Complex (but outside the Leased Premises) and
caused by any act, omission or neglect of Landlord or Landlord's Indemnified
Parties, Landlord shall indemnify Tenant from any claim made against Tenant in
connection therewith. The indemnification obligations of Landlord set forth in
this Section shall extend to the NEGLIGENCE OF TENANT TO THE EXTENT, BUT NO
FURTHER, SUCH NEGLIGENCE OF TENANT IS ALLEGED OR FOUND TO BE BASED UPON AN
ASSERTION OR FINDING THAT TENANT WAS NEGLIGENT IN FAILING TO SUPERVISE OR
MONITOR LANDLORD'S ACTIVITIES ON OR ABOUT THE COMPLEX.

         18.03 No party shall have any right or claim against any of the
Landlord's Indemnified Parties, for bodily injury (fatal or non-fatal) or
property damage (whether caused by negligence or the condition of the Leased
Premises, Building, or Complex) by way of subrogation or assignment, Tenant
hereby waiving or relinquishing any such right, including without limitation any
bodily injury or property damage caused by any of the Landlord's Indemnified
Parties.

         18.04 Tenant agrees that none of the Landlord's Indemnified Parties
shall be responsible or liable to Tenant, its directors, officers, employees,
agents, representatives, customers, invitees, and/or guests, for bodily injury
(fatal or non-fatal) or property damage occasioned by the acts of omissions of
any other tenant or such tenant's directors, officers, employees, agents,
customers, invitees, and/or guests within the Building and/or the Complex.

         18.05 The provisions of this Article 18. shall apply to all activities
of Tenant with respect to the Leased Premises or Complex, whether occurring
before or after the Commencement Date and before or after the expiration or
termination of this Lease. Tenant's obligations under this Article 18. shall not
be limited to the limits or coverage of insurance maintained or required to be
maintained by Tenant under Article 12. of this Lease.



                                       45
<PAGE>


                                   ARTICLE 19.

                                     NOTICE

         19.01 Any notice which may or shall be required under the terms of this
Lease shall be in writing and shall be either delivered by hand or sent by
United States Registered or Certified Mail, Return Receipt Requested and postage
prepaid; if for Landlord, to the Building office, located at 5151 San Felipe,
Houston, Texas 77056 and Mortgagee's office, Red River Limited Partnership, c/o
LaSalle Investment Management, 100 East Pratt Street, Baltimore, Maryland 21202,
Attention: Rinse A. Brink; or, if for Tenant, to the Leased Premises. Such
addresses may be changed from time to time by either party giving notice as
provided above. Notice shall be deemed given when delivered (if delivered by
hand or when postmarked if sent by mail).

         Notice to Tenant shall be sent to:

         BindView Development Corporation
         5151 San Felipe, 22nd Floor
         Houston, Texas 77056
         Attention: Chief Financial Officer and General Counsel


                                  ARTICLE 20.

                              ESTOPPEL CERTIFICATE

         20.01 CERTIFICATE. Tenant will, at such time or times as Landlord or
Landlord's Mortgagee may request, sign a certificate stating: whether this Lease
is in full force and effect; whether any amendments or modifications exist;
whether there are any defaults hereunder; and such other information and
agreements as may be reasonably requested. Tenant hereby stipulates that it
shall be reasonable for Landlord to request that the following agreements be
made if requested by Landlord's Mortgagee: (a) that this Lease will not be
modified, altered or amended in any way, without the prior written consent of
Landlord's Mortgagee; (b) subject to provisions of Section 7.05. of this Lease,
that Landlord and Tenant will not, without the prior written consent of
Landlord's Mortgagee, agree to a cancellation of this Lease, nor will Tenant
surrender its rights hereunder to Landlord (except in instances wherein the
right to so do is expressly granted to Tenant under the other terms and
provisions of this Lease); (c) that Landlord will not convey (or take any other
action with respect to) Landlord's interest in the Leased Premises in a manner
which would result in a merger of Landlord's estate in the Leased Premises with
Tenant's leasehold under this Lease unless at the time of such conveyance Tenant
assumes, in writing, any unpaid balance owing and to become owing to Landlord's
Mortgagee which is secured by a collateral assignment of this Lease or security
agreement; however, this does not prohibit an assignment of Landlord's interest
in the Leased Premises to Tenant by assignment specifically made subject to this
Lease and not having such merger effect; and (d) that Tenant will not prepay and
Landlord will not accept prepayment of any installment or payment of rent more
than thirty (30) days in advance of the due date thereof. In the event that
Tenant should fail or refuse to sign a certificate in accordance with the
provisions of this Article 20., within ten (10) days following written request
by Landlord submitting one or more counterparts thereof to Tenant, and such
failure continues for a period of five (5) days after Landlord sends a second
request therefor (which second request shall be marked "SECOND REQUEST - FAILURE
TO



                                       46
<PAGE>

RESPOND MEANS LANDLORD MAY ACT AS YOUR AGENT"), then such failure shall be
deemed an admission by Tenant of the accuracy of the matters set forth in the
certificate and Landlord shall have the authority to execute such certificate
(in which case the same shall be binding upon Tenant) on behalf, and as the act
and deed of, Tenant.

                                  ARTICLE 21.

                                 RENEWAL OPTIONS

         21.01 Provided that no Event of Default has occurred and is continuing
and Tenant (or its permitted assignee) is occupying at least 50% of the Initial
Leased Premises (Tenant shall not be deemed in occupancy for purposes of this
clause of any space occupied by a subtenant of Tenant), then Tenant, upon giving
Landlord at least eighteen (18) months but not more than twenty-four (24) months
prior written notice in each instance, shall have up to four (4) successive
options to renew the Lease with respect to (x) all of the Leased Premises or (y)
a portion of the then Leased Premises in an amount not less than 120,000 square
feet of Net Rentable Area (and then only in contiguous full floor increments),
each for a period of either five (5) or ten (10) years and each at Fair Market
Rental Rate, as hereinafter defined; provided, that, in no event shall Tenant's
renewal rights permit Tenant to extend this Lease for a period of, in the
aggregate, more than 20 years following the initial 94-month term hereof (e.g.,
if the first two renewal options exercised by Tenant are 10 years each, Tenant
shall have no further rights to renew this Lease).

                  21.01.1 NOTICE/RENTAL RATE. Tenant shall, in the event Tenant
         intends to exercise said option(s), no earlier than three (3) months
         prior to the last date on which it is entitled to exercise said
         options, submit a written request to Landlord (which shall specify
         whether Tenant is electing to renew for 5 or 10 years) to provide
         Tenant with the good faith opinion of Landlord as to the Fair Market
         Rental Rate applicable to the Leased Premises (which shall also include
         the charges for parking rights granted to Tenant hereunder) for the
         next renewal period. On or before thirty (30) days after receipt of
         such written request, Landlord shall provide to Tenant, in writing, its
         good faith opinion as to such Fair Market Rental Rate. Tenant and
         Landlord, for a period not to exceed sixty (60) days thereafter, shall
         then attempt, in good faith, to agree upon such Fair Market Rental
         Rate. Tenant shall have the right, exercisable on or before the last
         day on which it can exercise its renewal option, to either (i) exercise
         such renewal option by giving written notice to Landlord based on the
         Fair Market Rental Rate, if any, previously agreed upon by both
         Landlord and Tenant, or (ii) exercise such renewal option, by written
         notice to Landlord (which notice shall also set forth Tenant's election
         to renew for a 5 or 10 year period [subject to the foregoing 20-year
         limitation], which election shall be irrevocable), without agreement as
         to the Fair Market Rental Rate in which event the arbitration process,
         as set forth below, shall be utilized to determine the Fair Market
         Rental Rate, or (iii) refuse to exercise such extension option either
         by notice to Landlord to such effect or by failing to give notice
         pursuant to Sections 21.01.1. or 21.01.2. of this Lease, as applicable
         on or before the last date upon which such option, as applicable, may
         be exercised, in which event Tenant shall have no further rights to
         renew or extend this Lease pursuant to this Article 21.



                                       47
<PAGE>

                  21.01.2 ARBITRATION. The following arbitration process shall
         be utilized to determine the Fair Market Rental Rate whenever such rate
         is to be determined by arbitration under the provisions of this Lease.

                           21.01.2.1 ARBITRATORS. If Tenant calls for
                  arbitration to determine the Fair Market Rental Rate then, on
                  or before thirty (30) days after such notice is given to
                  Landlord, Landlord and Tenant shall each provide written
                  notice to the other of each party's final good faith estimate
                  of such Fair Market Rental Rate ("Final Estimate") and each
                  shall contemporaneously nominate and appoint one (1)
                  arbitrator to determine such Fair Market Rental Rate. Upon the
                  appointment of such two (2) arbitrators, said two arbitrators
                  shall in good faith determine which of the Final Estimates of
                  Landlord or Tenant most closely equals the Fair Market Rental
                  Rate as of the commencement date of the renewal period in
                  question. The two arbitrators shall afford Landlord and Tenant
                  the right to submit evidence with respect to their respective
                  Final Estimates and shall, with all possible speed, make their
                  respective determinations, in writing, and give notice thereof
                  to both Landlord and Tenant.

                           21.01.2.2 THIRD ARBITRATOR. If the two arbitrators
                  nominated by the parties are unable, within thirty (30) days
                  after their appointment, to agree upon which Final Estimate
                  most closely approximates the Fair Market Rental Rate then
                  said arbitrators shall forthwith and within five (5) days
                  thereafter appoint, in writing, a third arbitrator (who shall
                  agree that his/her fee for services rendered as arbitrators
                  shall not exceed the higher of the fees charged by the first
                  two arbitrators) and shall give written notice of such
                  appointment to both Landlord and Tenant. In the event the
                  arbitrators appointed by the parties fail to appoint or agree
                  upon such third arbitrator within said five (5) day period, a
                  third arbitrator shall be selected by Landlord and Tenant if
                  they so agree within the further period of five (5) days. If
                  the initial two arbitrators fail to agree upon and appointing
                  a third arbitrator within such time period, then Landlord or
                  Tenant may apply to any state district court judge of the
                  State of Texas, in Harris County, Texas, for the appointment
                  of such arbitrator and the decision of such judge shall be
                  binding on the parties. Within ten (10) days following
                  appointment of the third arbitrator, Landlord and Tenant shall
                  cause their respective arbitrators to provide such third
                  arbitrator a statement of Fair Market Rental Rate (which may
                  vary from their Final Estimates); such statement may be
                  accompanied by such supporting materials as Landlord or Tenant
                  may desire. Such third arbitrator shall determine which of the
                  rates submitted to it by the parties most closely equals, in
                  such third arbitrator's opinion, the Fair Market Rental Rate
                  and shall give written notice thereof to the parties within
                  thirty (30) days following his appointment. The third
                  arbitrator's determination shall be controlling and binding on
                  the parties hereto.

                           21.01.2.3 EXPENSES/SELECTION. Each party shall pay
                  for the services of the arbitrator it shall appoint and the
                  parties shall share equally the cost of the services of the
                  third arbitrator. In the event any arbitrator appointed as
                  aforesaid shall thereafter die or become unable or unwilling
                  to act in such capacity, such arbitrator's successor shall be
                  appointed in the same manner as provided in this Section
                  21.01.2. for the appointment of the arbitrator so dying or
                  becoming unable or unwilling to act. Any arbitrator appointed
                  hereunder shall be a




                                       48
<PAGE>

                  commercial real estate broker or a representative of an owner
                  of one or more Class A office buildings in the Houston, Texas
                  area who has been in active negotiation of office leases for
                  space comparable to the Leased Premises during the immediately
                  preceding five (5) year period and shall have no less than ten
                  (10) years experience in the Houston, Texas area in the field
                  of commercial office leasing of the type comparable to the
                  Leased Premises; provided, that, the third arbitrator selected
                  must also be a person who has not performed services for
                  Landlord or Tenant during the two (2) years immediately
                  preceding his appointment.

                  21.01.3 RATE. If this Lease is extended for a renewal period
         as is hereinabove provided, then all terms and provisions of this Lease
         shall apply to such renewal period except that (a) the Base Rental
         shall be the Fair Market Rental Rate, (b) for purposes calculating Base
         Rental Adjustment under Article 5. of this Lease, the Basic Cost shall
         be deemed to be the estimated Basic Cost for the calendar year in which
         the renewal period commences and Tenant shall thereupon pay its pro
         rata share thereof, (c) there shall be no further renewal options
         permitting Tenant to extend this Lease beyond the end of the 20th year
         following the expiration of the initial 94-month term hereof, and (d)
         Tenant shall accept the Leased Premises in its then "as is" condition
         and Landlord shall have no obligation to make any improvements thereto
         or provide any allowance for leasehold improvements with respect
         thereto except as expressly provided for in Section 21.03 below.

         21.02 LAPSE OF OPTIONS. Time is of the essence with regard to the
exercise by Tenant of its renewal options. If an option is not exercised within
the time period stipulated hereinabove, then such option and all subsequent
options shall lapse and be of no further force and effect.

         21.03 FAIR MARKET RENTAL RATE. With respect to Tenant's renewal
options, as set forth hereinabove, and its continuing right of first refusal and
expansion options, set forth hereinbelow, the applicable Fair Market Rental Rate
shall be the base rate (i.e., without taking into account operating expenses
pass-throughs) charged for space of comparable size and condition in comparable
office buildings located in the area immediately surrounding the Building,
taking into consideration the parking rights granted to Tenant hereunder (i.e.,
the parties shall set forth separate charges for parking as part of the
determination of Fair Market Rental Rate; provided that the parking charges for
the spaces in the Garage Addition shall remain fixed under Section 10.03 of this
Lease and such charges shall not be considered in determining the Fair Market
Rental Rate), location, quality and age of the Building, floor level, extent of
leasehold improvements (existing or to be provided), the fact that Tenant does
not have interruption to its business to move to another location, rental
abatements, lease takeovers/assumptions, moving expenses and other concessions,
term of lease, extent of services to be provided, distinction between "gross"
and "net" lease, base year or other amounts allowed for escalation purposes
(expense stop), the date the particular rental rate under consideration became
or is to become effective, or any other relevant term or condition.



                                       49
<PAGE>

                                  ARTICLE 22.

                                EXPANSION OPTIONS

         22.01 GENERAL. As noted above, Tenant is, as of the Execution Date, in
possession of the Initial Leased Premises as a subtenant such that Tenant's
rights and obligations with regard to the Initial Leased Premises prior to the
Rent Commencement Date shall continue to be governed by its sublease. However,
Tenant may desire to expand its occupancy in the Building prior to the time the
sublease expires. Landlord has agreed to grant Tenant two (2) options to lease
additional space in the Building (i.e., in addition to the Leased Premises)
prior to the Rent Commencement Date (i.e., prior to the expiration of the
sublease) as more particularly set forth below. Each such option is herein
called an "Expansion Option". Expansion Space 1 (defined below) and Expansion
Space 2 (defined below), or so much thereof as is actually leased by Tenant, is
herein called the "Expansion Premises".

         22.02 OPTION 1 - LEVEL 17. Tenant shall have the option to lease all of
Level 17 of the Building ("Expansion Space 1") by giving Landlord written notice
thereof on or prior to September 1, 2001. Upon the exercise of such option, the
Leased Premises shall include Level 17, which is hereby stipulated to contain
20,841 square feet of Net Rentable Area.

         22.03 OPTION 2. In addition, subject to space being Available (defined
in Section 22.09 of this Lease) Tenant shall have the option, upon giving
Landlord at any time after September 1, 2001 but before August 30, 2002, written
notice, to lease an additional full floor of the Building (sometimes herein
called "Expansion Space 2"). In no event shall Tenant have the right to exercise
the Expansion Option described in this paragraph if Tenant has not exercised the
Expansion Option described in Section 22.02 of this Lease.

         22.04 NOTICE OF INTENT. In order to exercise any one or all of such
Expansion Options, Tenant shall then be in compliance with all of the terms and
conditions of this Lease.

         22.05 RENT COMMENCEMENT DATE/TERM. The "rent commencement date" with
regard to any space leased pursuant to an Expansion Option shall be the first to
occur of (x) ninety (90) days following the date upon which Tenant exercises the
Expansion Option or (y) the date Tenant takes occupancy thereof and commences
the conduct of its business. The "Expansion Premises Term" shall mean the period
commencing on said rent commencement date and expiring on June 30, 2011.

         22.06 BASE RENTAL. The Expansion Premises shall be deemed to become a
part of the Leased Premises and all terms and provisions of this Lease shall
apply to such Expansion Premises upon the respective delivery date(s) of each
increment of Expansion Premises to Tenant, except that (a) the Base Rental for
the Expansion Premises shall be as follows: commencement of the Expansion
Premises Term through the day succeeding the fifth (5th) anniversary thereof -
Annual Rate: $24.42/SF/YR NRA and for the balance of the Expansion Premises Term
- Annual Rate: $25.42/SF/YR NRA, and (b) the leasehold improvement allowance to
be provided by Landlord under Article 3 above shall be increased by an amount
equal to the product of (x) $22.00 times (y) the total Net Rentable Area of the
Expansion Premises (and shall be payable to Tenant in monthly advances as Tenant
Work progresses within the Expansion Premises).



                                       50
<PAGE>

         22.07 PARKING FOR EXPANSION PREMISES. Subject to the limitations set
forth in Section 10.01 of this Lease, Tenant shall have, with respect to the
Expansion Premises, the right to use four (4) parking spaces in the Building
Parking Garage for each 1000 square feet of Net Rentable Area in the Expansion
Premises.

         22.08 Preferential Lease Rights.

         (i) At any time during the term of this Lease prior to June 1, 2008
when Tenant is not in default hereunder and provided that Tenant remains in
occupancy of at least 50% of the Initial Leased Premises, Tenant shall have the
preferential right to lease any space in the Building (the "Preferential Space")
at such time as such space becomes "Available" (as defined below) for direct
lease to a new tenant (whether or not a bona fide offer has been made) at the
Fair Market Rental Rate. The Preferential Space shall be deemed "Available" at
such time as such space is (a) not leased or occupied; (b) not being re-leased
by the then-current tenant (or subtenant) of the space by renewal, extension or
renegotiation; or (c) subject to a specific expansion right, right of first
refusal or preferential right existing under any other tenant leases.
Furthermore, space shall not be deemed Available because the lease covering the
same is being assigned, or portions of space covered by a lease are being
subleased. Lastly, in no event shall Surrender Space (defined below) ever be
deemed Available.

         (ii) On or about the 15th day of each January and July following the
Rent Commencement Date, Landlord shall send a notice to Tenant describing the
then Available Space as well as space which Landlord reasonably anticipates
becoming Available during the following six (6) month period, the anticipated
date such space will become Available and Landlord's determination of the Fair
Market Rental Rate. The Preferential Space shall be tendered by Landlord and
accepted by Tenant in an "as-is" condition. Any Preferential Space shall be
leased for the period commencing upon Landlord's tender of possession of the
Preferential Space in accordance with Landlord's notice and expiring upon the
last day of the term of this Lease, as it may be extended or renewed.

         (iii) Tenant shall have ten (10) days from receipt of such notice
within which to lease all or a part of the Preferential Space at the Fair Market
Rental Rate; provided, that any Preferential Space leased by Tenant must be
contiguous blocks of space unless otherwise consented to by Landlord in writing
(Landlord may withhold or grant such consent in Landlord's sole and absolute
discretion) and if Tenant leases only part of the Preferential Space, the
balance of the same must be of a configuration which Landlord determines, in
Landlord's sole and absolute discretion, is reasonably capable of being leased
to a third party. If Tenant elects to lease Preferential Space, Tenant shall, no
later than fifteen (15) days after Landlord's submission of such notice
described above, execute an amendment of this Lease adding the Preferential
Space so leased on the terms specified in Landlord's notice. If Tenant fails to
do so within the foregoing fifteen (15) day period, Landlord shall be free to
lease the same, subject to the provisions of Section 22.09 of this Lease.

         Tenant may accept Landlord's offer to lease the Preferential Space but
dispute Landlord's determination of Fair Market Rental Rate (Tenant's notice of
acceptance to Landlord shall so specify, if applicable) in which event the Fair
Market Rental Rate shall be determined by the process described in Section
21.01.2 of this Lease. In such event, the parties shall execute a lease
amendment as provided for in the preceding paragraph and containing, as the base
rental rate, the rate proffered by Landlord but such amendment shall provide
that upon final




                                       51
<PAGE>

determination of the Fair Market Rental Rate, there shall be a cash adjustment
between the parties such that Tenant shall have paid the Fair Market Rental Rate
from the effective date of such amendment through the date of such final
determination.

         22.09 RIGHT OF FIRST REFUSAL. If at any time during the term of this
Lease when Tenant is not in default hereunder and provided that Tenant remains
in occupancy of at least 50% of the Initial Leased Premises Landlord shall
receive a bona fide offer from a third party to lease any ROFR Space (defined
below), and Landlord wishes to accept such offer, Landlord shall provide prompt
notice to Tenant to that effect. Such notice ("Offer Notice") shall be in
writing and shall set forth the terms of such offer relating to the ROFR Space
covered thereby, the rent therefor, the term, parking allocations, and any
tenant inducements such as, by way of example and not limitation, periods of
free or abated rent and allowances provided to the proposed tenant for
construction of leasehold improvements (the "Offer"). Tenant shall have the
right, exercisable by written notice to Landlord within ten (10) days after
receipt of the Offer Notice to agree to lease the ROFR Space covered thereby on
the same terms and conditions set forth in the Offer. Time is of the essence in
the giving of such notice and failure by Tenant to provide such notice timely
shall be deemed an election by Tenant not to exercise the right of first refusal
set forth herein with respect to the ROFR Space covered thereby. In the event
Tenant exercises such right of first refusal timely the parties shall promptly
execute and deliver to one another an amendment to this Lease incorporating such
ROFR Space covered by the Offer Notice into this Lease (and otherwise
incorporating all of the other terms set forth in the Offer Notice herein) on
the terms and conditions set forth in the Offer. If, on the other hand, Tenant
does not timely exercise the right of first refusal, Landlord shall be entitled
to proceed to consummate the lease of the ROFR Space covered by the Offer Notice
to the party (or any affiliate of such party) identified in the Offer and on the
terms and provisions set forth in the Offer (or terms not materially less
favorable to Landlord than those set forth in the Offer Notice). If such lease
is not consummated in accordance with such Offer (or terms not materially less
favorable to Landlord than those set forth in the Offer Notice) within one
hundred eighty (180) days thereafter, then prior to leasing the ROFR Space
covered by the Offer Notice Landlord must first again comply with the provisions
of this Section 22.09.

         For purposes of this Section 22.09, "ROFR Space" means and refers to
any space in the Building which is (i) not leased or occupied, (ii) not being
re-leased by the then-current tenant (or subtenant) of the space by renewal,
extension, or renegotiation, or (iii) subject to a specific expansion right,
right of first refusal or preferential right under any other tenant leases.
Furthermore, space shall not constitute ROFR Space because the lease covering
the same is being assigned, or portions of space covered by a lease are being
subleased. In no event shall Surrender Space ever constitute ROFR Space. Without
limiting the foregoing provisions of this paragraph, it is specifically agreed
and understood that Landlord shall have the right to renew and extend the term
of, and expand the premises covered, by other leases in the Building (regardless
of whether the lease provides the tenant any option or right to do so) without
having to comply with the provisions of this Section 22.09.

                                  ARTICLE 23.

                             NOTICE OF BUILDING SALE

         Before offering the Building for sale to parties other than Tenant,
Landlord shall notify Tenant of it's intention to market the Building for sale
and it's desired terms.



                                       52
<PAGE>

                                  ARTICLE 24.

                               CANCELLATION OPTION

         24.01 PARTIAL CANCELLATION. At anytime during the term of this Lease
(but subject to the provisions of Section 10.03 of this Lease), Tenant may, at
its option, and with at least nine (9) months but not more than twelve (12)
months prior written notice to Landlord, surrender to Landlord up to twenty-five
percent (25%) of the then Leased Premises in no less than full floor increments
("Surrender Space"); provided however, to be effective such notice shall (a) be
accompanied by Tenant's payment to Landlord of a fee in the total amount of (i)
the unamortized portion of Landlord's total monetary allowance to Tenant for
such floor(s), including without limitation, allowances for leasehold
improvements, and payment of broker commissions, over the remaining term of the
Lease, using a discount rate of seven percent (7%), (ii) one (1) years' rental
payments (based on Rent and Tenant's Additional Rental Adjustment, estimated for
the 12-month period following the Surrender Date), and (iii) $15.00 multiplied
by the number of square feet of Net Rentable Area being surrendered to Landlord,
(b) specify the floor or floor(s) to be surrendered (in no event shall any part
of the Surrender Space be comprised of part of a floor of the Building, such
space to be comprised of one or more full floors), (c) if Tenant elects to
surrender more than one (1) floor, all floors comprising the Surrender Space
must be contiguous to one another, (d) specify the date of the surrender (which
in no event may be less than nine (9) nor more than twelve (12) months following
such notice and which date is herein called the "Surrender Date"), and (e)
confirm the reduction in the number of parking spaces which Tenant has the right
to use hereunder (for each 1000 square feet of Net Rentable Area of the
Surrender Space, Tenant shall release 4 of the unreserved parking spaces and for
each 6000 square feet of Net Rentable Area Tenant shall release 1 "reserved"
space; the notice shall reflect the "reserved spaces" being released by marking
the same on a copy of EXHIBIT I attached hereto). On the Surrender Date, Tenant
shall deliver possession of the Surrender Space to Landlord in the condition
described in Section 6.07 of this Lease. Notwithstanding the exercise by Tenant
of its option set forth in this paragraph, Tenant shall be responsible for and
pay all rent and other charges with regard to the Surrender Space through and
including the Surrender Date. In no event shall Surrender Space constitute
Available Space for purposes of Section 22.08 of this Lease or ROFR Space for
purposes of Section 22.09 of this Lease.

         24.02 COMPLETE CANCELLATION. Further Tenant, effective at any time
subsequent to the end of the fifth year following the Rent Commencement Date,
may, subject to the provisions of Section 10.03 of this Lease, at its option,
and with at least fifteen (15) months but not more than eighteen (18) months
prior written notice to Landlord, terminate or otherwise cancel and return to
Landlord the entire Leased Premises, provided however, such notice shall be
accompanied by Tenant's payment to Landlord of a penalty in the total amount of
(i) the unamortized portion of Landlord's total monetary allowance to Tenant
hereunder, including without limitation, allowances for leasehold improvements,
and payments of broker commissions, over the remainder of the 94-month term of
the Lease, using a discount rate of seven percent (7%), (ii) one (1) years'
rental payments (based on Rent and Tenant's Additional Rental Adjustment,
estimated for the ensuing 12-month period following the effective date of
termination pursuant to this Section 24.02), and (iii) $15.00 multiplied by the
number of square feet of Net Rentable Area then within the Leased Premises.

         24.03 CERTAIN WAIVERS RESULTING FROM CANCELLATION. Upon the exercise
of either option set forth in Sections 24.01 or 24.02 of this Lease, Tenant
shall have automatically waived,



                                       53
<PAGE>

with respect to the Surrender Space (in the case of Section 24.01) or, in the
case of Section 24.02, the Initial Leased Premises, the right to any abatement
of Base Rental to which Tenant may be entitled under the last paragraph of
Section 4.01 above but which has not been provided by Landlord. Furthermore,
upon the exercise of the option set forth in Section 24.01 of the Lease,
Landlord shall have no further obligations, and Tenant shall have no further
rights, under Section 10.03 of this Lease.

                                  ARTICLE 25.

                            MISCELLANEOUS PROVISIONS

         25.01 BROKER. Tenant and Landlord both warrant and represent that each
has had no dealings with any third party real estate broker or agent in
connection with the negotiation of this Lease, excepting only Moody Rambin, Inc.
(who is to be paid by Landlord pursuant to a separate agreement between Landlord
and such broker), and that it knows of no other third party real estate
broker(s) or agent(s) who is (are) or might be entitled to a commission in
connection with this Lease. Tenant and Landlord each agree to indemnify and hold
harmless the other from and against any liability or claim (including the costs
of defending against and investigating such claims) arising in respect to any
broker(s) not named herein who is (are) claiming by, through or under the
indemnifying party. In the event Tenant fails to occupy the Leased Premises or
fails to commence payment of Rent or fails to pay any Rent or additional Rent
under the terms of the Lease or otherwise defaults under the Lease, Tenant shall
reimburse Landlord an amount equal to all brokerage commissions paid by Landlord
by virtue of execution of this Lease. All sums which become payable by Tenant to
Landlord hereunder shall be deemed additional rent for purposes of this Lease.
If Landlord fails to pay such broker any commission due to broker under such
separate agreement, Tenant may, following the expiration of 30 days following
written notice to Landlord to the effect that Tenant intends to exercise its
rights under this sentence, pay the unpaid commission to broker and then deduct
such amount from Rent thereafter due under this Lease until Tenant has recouped
such payment; provided, that, if within such 30-day period following such notice
Landlord provides Tenant notice that Landlord is disputing the payment to
broker, Tenant may not make such payment to broker or exercise such offset
right.

         25.02 [Intentionally Left Blank]

         25.03 EXAMINATION OF LEASE. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or
option for lease, and it is not effective as a lease or otherwise until
execution by and delivery by and between both Landlord and Tenant.

         25.04 TIME. Time is of the essence in this Lease and in each and all of
the provisions hereof.

         25.05 CORPORATE AUTHORITY. If Tenant executes this Lease as a
corporation, each of the persons executing this Lease on behalf of Tenant does
hereby personally covenant and warrant that Tenant is a duly authorized and
existing corporation, that Tenant has and is qualified to do business in Texas,
that the corporation has full right and authority to enter into this Lease, and
that each person signing on behalf of the corporation was authorized to do so.

         25.06 INABILITY TO PERFORM. Except as provided in Section 7.05. of this
Lease and except for reasonable monetary reasons, if by reason of circumstances
directly or indirectly the result of



                                       54
<PAGE>

any state of war or national or local emergency, or by reason of any laws,
rules, orders, regulations, action, non-action, or requirements of any
governmental authority now or hereafter in force, or by reason of strikes or
riots, or by the reason of any other cause beyond the reasonable control of
Landlord, Landlord shall be unable to perform or shall be delayed in the
performance of any obligation hereunder, then this Lease and the obligation of
Tenant to pay the Rent or additional rent and to perform and comply with all of
the other covenants and agreements hereunder shall in no way be affected or
impaired, and such nonperformance or delay in performance by Landlord shall not
constitute a breach or default by Landlord under this Lease nor give rise to any
claim against Landlord for damages or constitute a total or partial eviction,
constructive or otherwise. Landlord shall exercise due diligence in undertaking
to remedy such inability to perform or delay in performance with all reasonable
dispatch.

         25.07 PUBLICITY. The parties hereto expressly agree that there shall be
no press releases, publicity or public discussions of any kind whatsoever
originated by the parties hereto, or any representatives thereof, concerning
subject Lease transaction or the Building without the prior written consent of
both Landlord and Tenant.

         25.08 CONSENT. In all cases where consent shall be required of either
Tenant or Landlord pursuant to this Lease, except to the extent expressly
provided to the contrary (e.g., by use of words such as "sole discretion") the
giving of such consent shall not be unreasonably withheld or delayed by the
party from whom such consent is requested or required. Wherever in this Lease
Landlord has agreed to not unreasonably withhold its consent to a requested
action by tenant the sole and exclusive remedy of Tenant in the event Landlord
is found to have unreasonably withheld its consent (or failed to reasonably
consent when required to do so) shall be to obtain such consent from Landlord;
in no event shall Landlord have any liability to Tenant for damages
(consequential, punitive or otherwise) for failing to grant consent or otherwise
withholding consent.

         25.09 MEMORANDUM OF LEASE. Without the prior written consent of
Landlord, Tenant shall not record any memorandum or other instrument with
respect to this Lease.

         25.10 LANDLORD'S LIABILITY. Notwithstanding any other provision of this
Lease apparently to the contrary, Tenant shall look solely to Landlord's
interest in the Complex for the recovery of any judgement against Landlord, it
being agreed that Landlord (nor any of its respective partners or their
respective, officers, directors and shareholders) nor any mortgagee shall ever
be personally liable for any such judgement. In addition, Tenant also agrees
that Tenant shall not be entitled to recover from Landlord nor any of their
respective agents, employees, officers, partners, servants or shareholders any
indirect, special or consequential damages Tenant may incur as a result of a
default under this Lease or other action by Landlord, its agents, employees,
officers, partners, servants or shareholders. The provisions contained in the
foregoing sentences are not intended to, and shall not, limit any right that
Tenant might otherwise have to (i) obtain injunctive relief against Landlord's
successors in interest, (ii) any suit or action in connection with enforcement
or collection of amounts which may become owing or payable under or on account
of insurance maintained by Landlord, or (iii) to recover against Landlord to the
extent of its interests in the Complex.

         25.11 SEVERABILITY. If any provision of this Lease or the application
thereof to any person or circumstances shall be held invalid, void, illegal or
unenforceable to any extent, the remainder of this Lease and application of the
remaining provisions to other persons or



                                       55
<PAGE>

circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

         25.12 GOVERNING LAW. This Lease shall be governed by and construed
pursuant to the laws of the State of Texas. All monetary and other obligations
of Landlord and Tenant hereunder are performable in Houston, Harris County,
Texas.

         25.13 NUMBER; GENDER; CAPTIONS, REFERENCES; HEADINGS. Pronouns, where
used herein, of whatever gender, shall include natural persons, corporations,
and associations of every kind and character, and the singular shall include the
plural and vice versa where and as often as may be appropriate. Article and
section headings under this Lease are for convenience of reference and shall not
affect the construction or interpretation of this Lease. Whenever the terms
"hereof", "hereby", "herein", or words of similar import are used in this Lease,
they shall be construed as referring to this Lease in its entirety rather than
to a particular section or provision, unless the context specifically indicates
to the contrary. Any reference to a particular "Article" or "Section" shall be
construed as referring to the indicated article or section of this Lease.

         25.14 HAZARDOUS MATERIALS - TENANT. Tenant warrants and represents to
Landlord that it will operate the Leased Premises and construct the Tenant Work
in accordance with all Applicable Environmental Laws. In this regard, Tenant
hereby indemnifies, defends and holds Landlord harmless from and against, and
agrees to reimburse Landlord with respect to, any and all claims, demands,
causes of action, losses, damages, liabilities, costs and expenses (including
attorneys' fees and court costs) of any kind or character, known or unknown,
fixed or contingent, incurred by Landlord at any time and from time to time
under any Applicable Environmental Laws by reason of any matters arising out of
any act or omission of Tenant, its agents, employees, licensees, or invitees. As
used herein, the term "Applicable Environmental Laws" shall mean and refer to
any federal, state or local law or regulation relating to health or the
environment, and applicable to Landlord, the Complex or Tenant.

         25.15 ENVIRONMENTAL. Landlord has no knowledge that the Building and
Leased Premises contain any friable asbestos materials or hazardous substances,
except for hazardous substances used in the normal operation or maintenance of
the Building or Leased Premises which are used in accordance with Applicable
Environmental Laws. To the best of Landlord's knowledge, there has never been
environmental contamination of the property on which the Building is located.
Landlord agrees to indemnify and hold Tenant harmless from and against any and
all claims, damages, liabilities, costs, penalties and fines which Tenant may
suffer as a result of environmental pollution caused prior, during or subsequent
to Tenant's occupancy of the Leased Premises or as a result of damage or injury
from hazardous substances placed in or about the Leased Premises or Building by
any party, except for pollution caused by or hazardous substances brought into
the Complex by Tenant, Tenant's employees, agents, visitors or contractors.

         25.16 INSOLVENCY OR BANKRUPTCY. In no event shall this Lease be
assigned or assignable by operation of law and in no event shall this Lease be
an asset of Tenant in any receivership, bankruptcy, or insolvency, or
reorganization proceeding.

         25.17 SECTION 41.413. Tenant hereby waives any and all rights under
Section 41.413 of the Texas Property Code granting to tenants the right to
contest appraised values, or to receive



                                       56
<PAGE>

notice of reappraised values, of all or any portion of the Complex irrespective
of whether Landlord has elected to contest the same. To the extent such waiver
is prohibited by applicable law, Tenant hereby appoints Landlord as tenant's
attorney in fact, coupled with an interest, to appear and take all actions on
behalf of Tenant which Tenant may have under said code.

                                  ARTICLE 26.

                                ENTIRE AGREEMENT

         26.01 This instrument and any attached addenda or exhibits signed by
the parties hereto constitutes the entire agreement between Landlord and Tenant;
no prior written or prior or contemporaneous verbal promises or representations
by Landlord or Tenant or any other party shall be binding. This Lease shall not
be amended, changed or extended except by written instrument signed by both
parties hereto. The provisions of this instrument shall be binding upon and
inure to the benefit of the heirs, executors, administrators, successors and
assigns of the parties hereto, but this provision shall in no way alter the
restrictions herein in connection with assignment and subletting by Tenant.

                 [END OF PAGE - SIGNATURES FOLLOW ON NEXT PAGE]






                                       57
<PAGE>




                                SIGNATURE PAGE TO
                             LEASE AGREEMENT BETWEEN
                            SAGE PLAZA ONE, LTD. AND
                        BINDVIEW DEVELOPMENT CORPORATION



         The parties hereto have executed this Lease Agreement, consisting of
the foregoing provisions and Article 1 through 26, inclusive, together with
Exhibits A, B, C, D, E, F, G, H, I, J, K, and L incorporated herein by this
reference, as of the day and year set forth on the first page of this Lease
Agreement.

SAGE PLAZA ONE LTD.
("LANDLORD")

By:      Barnhart Interests, Inc.,
         Authorized Agent


         By:
            --------------------------------------------------

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

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




BINDVIEW DEVELOPMENT CORPORATION
("TENANT")


By:
         --------------------------------------------

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

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





                                       58
<PAGE>







                                   EXHIBIT "B"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")



         I.  "BUILDING STANDARD" ALLOWANCES

         Subject to the provisions of the Lease, the Leased Premises shall be
leased on an "as is" basis. Landlord shall not be responsible for the
construction of or remodeling of any of the tenant improvements within the
Leased Premises; such shall be the responsibility of Tenant.

         II.  "BUILDING STANDARD" LEASEHOLD IMPROVEMENTS

PARTITIONS:                One (1) linear foot of "building standard"
                           partitioning for each twelve (12) square feet of Net
                           Rentable Area. No subtractions will be made for door
                           openings.

                           Interior Partitions: (included corridor partitions)
                           Ceiling height, 5/8" gypsum board attached to both
                           sides of 2-1/2" aluminum studs set 2' on center.

                           Demising Partitions: (between tenant spaces)
                           Slab-to-slab height with:

                           (1) below ceiling line, 2-1/2" aluminum studs set 2'
                           on center, with 5/8" gypsum board attached to each
                           side and with sound attenuation material between;
                           and,

                           (2) above the ceiling line, 1-5/8" aluminum studs set
                           2' on center with 1/2" sound attenuation board.

                           All partitions shall be equipped at floor lines with
                           resilient 2-1/2" base rubber molding and at ceiling
                           lines with partition caps. RACO system.

                           "Building standard" partitions are straight walls
                           forming 90 degree angles with all adjoining surfaces.

PAINTING:                  One (1) sealer and primer coat and one (1) finish
                           coat of eggshell latex or alkyd enamel paint in the
                           "building standard" color.


                                       1
<PAGE>




DOORS, FRAMES              One (1) full-height, 3' x 9' solid-core, "building
& HARDWARE:                standard" wood door with mahogany veneer, frames and
                           brushed stainless steel hardware (including latchset)
                           for each three hundred (300) Square Feet of Net
                           Rentable Area contained in the Leased Premises;
                           entrance doors, as required by Building Code (not to
                           exceed two (2) per floor in the case of a
                           single-tenant floor), shall have locksets and
                           closers. All doors shall be furnished with door
                           stops.

CEILING:                   12" x 12" "building standard" acoustical tile
                           recessed in concealed-spline ceiling grid.

LIGHTING                   One (1) recessed fluorescent, 2' x 4', 3-tube,
                           40-watt parabolic lighting

FIXTURES:                  fixture with return air troffer for each seventy-five
                           (75) square feet of Net Rentable Area contained in
                           the Leased Premises.

ELECTRICAL                 One (1) wall-mounted, 110-volt, duplex receptacle
OUTLETS:                   outlet for each one hundred twenty (120) square feet
                           of Net Rentable Area contained in the Leased
                           Premises.

TELEPHONE                  One (1) wall-mounted telephone pull string for each
OUTLETS:                   two hundred ten (210) square feet of Net Rentable
                           Area contained in the Leased Premises.

LIGHT                      One (1) single-pole wall switch for each three
SWITCHES:                  hundred (300) Square Feet of Net Rentable Area
                           contained in the Leased Premises.

WINDOW                     Horizontal, aluminum mini blinds on all exterior
COVERINGS:                 windows. No substitution of this item is permitted.

CARPETING:                 As specified on Tenant's plans, throughout the Leased
                           Premises and in elevator lobbies and corridors of
                           multi-tenant floors in the "building standard" color.

VINYL FLOOR                1/8" vinyl composition floor covering in all
COVERING:                  uncarpeted areas of the Leased Premises, in colors to
                           be selected by Tenant from "building standard"
                           colors.

VINYL WALL                 Vinyl wall covering, in colors as selected by
COVERING:                  Landlord, in all "public" corridors on multi-tenant
                           floors and on single-tenant floors, but limited, in
                           the case of the latter, to the "public" corridor
                           configuration as minimally required by Building Code.

DRINKING                   One electric drinking fountain per floor in core
FOUNTAIN:                  location as selected by Landlord.




                                       2
<PAGE>




SPRINKLER
SYSTEM:                    Fully automatic sprinkler system in all public and
                           tenant areas.

HVAC:                      Twelve (12) Zones per floor.

                           Two (2) constant volume air handling units per floor.

                           Discharge dampers mix return air and cooled air to
                           satisfy the cooling requirements of the zone. The air
                           quantity is essentially constant volume.

                           Duct heating coils bypass air to satisfy the heating
                           requirements of the zone. Note: no air that has been
                           cooled is then heated, only return air is heated.

                           Zone thermostats control the dampers and the heating
                           coil in sequence to maintain zone temperature.

                           Outside air is pre-treated before entering the
                           building. The air is filtered, and cooled or heated,
                           before being distributed to each floor. The toilet
                           exhaust is sized to maintain a positive pressure on
                           each floor.

EXISTING                   All existing improvements in place upon taking of
CONDITIONS:                possession by Tenant, which includes non-"building
                           standard" and "building standard" improvements.



                                       3

<PAGE>




                                   EXHIBIT "C"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")


                         BUILDING RULES AND REGULATIONS
                                       AND
                          PARKING RULES AND REGULATIONS


BUILDING RULES AND REGULATIONS:

The following standards shall be observed by Tenant for the mutual safety,
cleanliness and convenience of all occupants of the Building. These rules are
subject to change from time to time, as specified in the Lease. "Leased
Premises" and "Premises" are interchangeable terms.

1.    Tenant shall not use the Premises or the Building to sell any items or
      services at retail price or cost without written approval of Landlord.
      Stenography, typewriting, blueprinting, duplicating services of any kind,
      and similar businesses, shall not be conducted from or within the Premises
      or Building for the service or accommodation of occupants of the Building
      without prior written consent of Landlord.

2.    Sidewalks, halls, passageways stairwells and public lobbies shall not be
      obstructed or used by Tenant for a purpose other than ingress and egress
      to and from the Premises and Building.

3.    Flammable, explosive or other hazardous liquids and materials, other than
      those normally used in Class "A" office buildings in the vicinity of the
      Building, shall not be brought on the Premises or into the Building
      without the prior written consent of Landlord. All holiday decorations
      shall be made of flame retardant materials.

4.    All contractors and technicians performing work for Tenant within the
      Building shall be referred to Landlord for approval before performing such
      work. All work, including, but not limited to, installation of telephone
      and telegraph equipment, electrical and electronic devices and
      attachments, and all installations affecting floors, walls, windows,
      doors, ceilings or any other physical feature of the Building, shall not
      commence prior to written approval by Landlord.

5.    Tenant shall not conduct any auction on the Premises nor store goods,
      wares or merchandise on the Premises, except for Tenant's own personal
      use.

6.    Except as otherwise provided for in this Lease, movement into or out of
      the Building of freight, furniture, office equipment or other material for
      dispatch or receipt by Tenant which requires movement through public
      corridors or lobbies or entrances to the Building shall be limited to the
      use of service elevators only and shall be done at hours and in a manner
      approved by Landlord for such purposes from time to time. Only licensed
      commercial movers or delivery



                                       1
<PAGE>

      agents of vendors or Tenant's personnel shall be used for the purpose of
      moving freight, furniture or office equipment to and from the Premises and
      Building. All hand trucks shall be equipped with rubber tires and rubber
      side guards.

7.    Requests by Tenant for building services, maintenance or repair shall be
      made in writing to the office of the Building Manager.

8.    Tenant shall not change locks or install additional locks on doors without
      prior written consent of Landlord. Tenant shall not make or cause to be
      made duplicates of keys procured from Landlord without prior approval of
      Landlord. All keys to the Premises shall be surrendered to Landlord upon
      termination of tenancy.

9.    Tenant shall give prompt notice to the office of the Building Manager of
      any damage to or defects in plumbing, electrical fixtures or heating and
      cooling equipment. Liquids, or other materials or substances which will
      cause injury to the plumbing, shall not be put into the lavatories, water
      closets or other plumbing fixtures, by Tenant, its agents, employees or
      invitees.

10.   Tenant shall not place, install or operate on the Premises, or in any part
      of the Building, any stoves or cooking equipment without prior written
      approval by Landlord, except for microwave or other equipment typically
      found in non-public employee lunchrooms.

11.   Large files, safes, electronic data processing equipment and other heavy
      equipment shall not be moved into the Building or installed in the
      Premises without written approval of Landlord.

12.   Tenant shall not lay floor covering within the Premises without written
      approval of Landlord. The use of cement or other similar adhesive
      materials not easily removed with water is expressly prohibited.

13.   Tenant may place solid pads over building standard carpet, under all
      rolling chairs.

14.   Tenant agrees to cooperate and assist Landlord in the prevention of
      canvassing, soliciting and peddling within the Building.

15.   Animals or birds shall not be kept in or about the Premises or the
      Building, except seeing eye dogs.

16.   No sign, advertisement, notice or handbill shall be exhibited,
      distributed, painted or affixed by Tenant on, about or from any part of
      the Premises or the Building without prior written consent of the
      Landlord.

17.   Landlord reserves the right to exclude from the Building, between the
      hours of 6:00 PM and 7:00 AM on weekdays and at all hours on Saturday,
      Sunday and legal holidays, all persons who are not known to the Building
      watchman and who do not present a pass to the Building signed by the
      Tenant. Each Tenant shall be responsible for all persons for whom he
      supplies a pass.



                                       2
<PAGE>

18.   For the purposes hereof, "holidays" shall be limited to the following:

      (1)   New Year's Day

      (2)   Memorial Day

      (3)   Independence Day (4th of July)

      (4)   Labor Day

      (5)   Thanksgiving Day and the Friday following

      (6)   Christmas Day

      If, in the case of any "holiday," a different day shall be observed other
      than the actual day described above, then the day observed shall
      constitute the "holiday" under this Lease.

19.   Unless previously arranged with security, no parking of vehicles and no
      deliveries shall occur in the plaza area of the Building.

20.   Except as provided for elsewhere in this Lease, Tenant will not make any
      alterations or physical additions in or to the Leased Premises without
      prior written consent of Landlord.

21.   Except as provided in Article 19. of this Lease, all routine deliveries to
      a tenant's Leased Premises during 8:00 AM to 5:00 PM weekdays shall be
      made through the underground truck dock and freight elevator. Subject to
      Article 3. of this Lease, passenger elevators are to be used only for the
      movement of persons, unless an exception is approved by the Building
      Management office.

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

23.   Tenant space that is visible from public areas must be kept neat and
      clean.

24.   All freight elevator lobbies are to be kept neat and clean. The disposal
      of trash or storage of materials in these areas is prohibited.

25.   Tenant shall not tamper with or attempt to adjust temperature control
      thermostats in Leased Premises. Landlord shall adjust thermostats as
      required to maintain the building standard temperature. We request that
      all window blinds remain down and tilted at a 45 degree angle toward the
      street to help maintain comfortable room temperatures and conserve energy.

26.   Tenants are requested to lock all office doors leading to corridors and to
      turn out all lights at the close of their working day.

27.   The work of the janitor or cleaning personnel shall not be hindered by
      Tenant after 6:00 PM and/or such work may be done at any time when the
      offices are vacant. The windows, doors and fixtures may be cleaned at any
      time. Tenant shall provide adequate waste and rubbish receptacles,
      cabinets, bookcases, map cases, etc. necessary to prevent unreasonable
      hardship to Landlord in discharging its obligation regarding cleaning
      services.

28.   Landlord will not be responsible for any lost or stolen personal property,
      equipment, money, or jewelry from the Premises or public rooms regardless
      of whether such loss occurs when such



                                       3
<PAGE>

      areas are locked against entry or not unless due to Landlord's gross
      negligence or willful misconduct.

29.   No draperies, shutters, or other window covering shall be installed on
      exterior windows or walls or windows or doors facing public corridors
      without Landlord's prior written consent. Landlord shall have the right to
      require installation and continued use of uniform window coverings for
      such windows.

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

31.   All tenant modifications resulting from initial build-out and/or
      remodeling in or to the Leased Premises must conform to the City of
      Houston Building and Fire codes.

32.   Landlord desires to maintain high standards of environment, comfort and
      convenience for its tenants. It will be appreciated if any undesirable
      conditions or lack of courtesy or attention by Landlord's employees is
      reported directly to Landlord.

33.   Landlord reserves the reasonable and non-discriminatory right to rescind
      any of these rules and regulations and to make such other and further
      rules and regulations as in its reasonable judgment shall, from time to
      time, be required for the safety, protection, care and cleanliness of the
      Building, the operation thereof, the preservation of good order therein
      and the protection and comfort of the tenants and their agents, employees
      and invitees. Such rules and regulations, when made and written notice
      thereof is given to a tenant, shall be binding upon it in like manner as
      if originally herein prescribed.



                                       4
<PAGE>
PARKING RULES AND REGULATIONS

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

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

2.    All directional signs and arrows must be observed.

3.    The speed limit shall be 5 miles per hour.

4.    Parking is prohibited:

      (a)   in areas not striped for parking

      (b)   in aisles

      (c)   where "no parking" signs are posted

      (d)   on ramps

      (e)   in cross hatched areas

      (f)   in such other areas as may be designated by Landlord or Landlord's
            agent(s).

      (g)   in handicapped designated space, unless vehicle is handicapped
            licensed and displays such permit.

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

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

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

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

9.    Failure on the part of Tenant or Tenant's designated parkers to observe
      the rules and regulations above shall not create any liability on Landlord
      or be deemed to interfere with Tenant's right to quiet possession of its
      Premises.



                                       5
<PAGE>
                                   EXHIBIT "D"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")


                             CLEANING SPECIFICATIONS


A.    OFFICE AREAS

      1.    Empty, clean and damp dust all waste receptacles and remove waste
            paper and rubbish from the demised premises nightly; wash
            receptacles as necessary.

      2.    Empty and clean all ash trays, screen all sand urns nightly and
            supply and replace sand as necessary.

      3.    Vacuum all carpeted traffic areas in offices, lobbies and corridors
            nightly.

      4.    Hand dust and wipe clean with dry cloth all office furniture, files,
            fixtures, paneling, window sills and other horizontal surfaces
            nightly; wash window sills when necessary. Desks and other furniture
            must be reasonably cleared of all items by Tenant to be eligible
            hereunder.

      5.    Damp wipe and polish all glass furniture tops nightly. Furniture
            must be reasonably cleared of all items by Tenant to be eligible
            hereunder.

      6.    Remove all finger marks and smudges from all vertical surfaces,
            including doors, door frames around light switches, private entrance
            glass and partitions nightly.

      7.    Wash clean all water coolers nightly.

      8.    Sweep all private stairways nightly, vacuum if carpeted.

      9.    Police all stairwells throughout the entire Building daily and keep
            in clean condition.

      10.   Damp mop spillage in office and public areas as necessary.

      11.   Damp dust all telephones as necessary.


                                       1
<PAGE>

B.  WASHROOMS

      1.    Mop, rinse and dry floors nightly.

      2.    Scrub floors as necessary.

      3.    Clean all mirrors, bright work and enameled surfaces nightly.

      4.    Wash and disinfect all basins, urinals and bowls nightly, remove
            stains, and clean undersides of rim of urinals and bowls.

      5.    Wash both sides of all toilet seats with disinfectant nightly.

      6.    Damp wipe nightly, wash with disinfectant when necessary, all
            partitions, tile walls and outside surface of all dispensers and
            receptacles.

      7.    Empty and sanitize all receptacles and sanitary disposals nightly;
            thoroughly clean and wash at least once per week.

      8.    Fill toilet tissue, soap, towel, and sanitary napkin dispensers
            nightly.

      9.    Clean flushometers, piping, toilet seat hinges and other metal work
            nightly.

      10.   Wash and polish all walls, partitions, tile walls and enamel
            surfaces from trim to floor monthly.

      11.   Vacuum all louvers, ventilating grilles and dust light fixtures
            monthly.

NOTE: It is the intention to keep the washrooms thoroughly cleaned and not to
use a disinfectant or deodorant to kill odors. If a disinfectant is necessary,
an odorless product to be used.


C.    FLOORS

      1.    Ceramic tile, marble and terrazzo floors to be swept and buffed
            nightly, and washed or scrubbed as necessary.

      2.    Vinyl asbestos, asphalt, vinyl, rubber or other composition floors
            and bases to be swept nightly using dust-down preparation; such
            floors in public areas on multiple-tenant floors to be waxed and
            buffed monthly.

      3.    Tile floors in office areas to be waxed and buffed monthly.

      4.    All floors to be stripped and re-waxed as necessary.

      5.    All carpeted areas and rugs to be vacuum cleaned nightly.



                                       2
<PAGE>

      6.    Carpet cleaning will be performed at Tenant's request and billed to
            Tenant.

D.    GLASS

      1.    Clean glass entrance doors and adjacent glass panels nightly.

      2.    Clean outside surface of exterior windows at least once per year;
            provided, however, in the event Landlord cleans more frequently than
            once per year the exterior windows of floors of Building located
            above the demised premises in such a manner so as to dirty the
            windows of the demised premises, then Landlord shall clean the
            windows of the demised premises as frequently as those located above
            same.

E.    HIGH DUSTING (QUARTERLY)

      1.    When requested by Tenant, dust and wipe clean all closet shelving
            when empty and carpet sweep or dry mop all floors in closets if such
            are empty.

      2.    Dust all picture frames, charts, graphs and similar wall hangings.

      3.    Dust clean all vertical surfaces such as walls, partitions, doors,
            door bucks and other surfaces above shoulder height.

      4.    Damp dust all ceiling air conditioning diffusers, wall grilles,
            registers and other ventilating louvers.

      5.    Dust the exterior surface of lighting fixtures, including glass and
            plastic enclosures.

F.    DAY SERVICE

      1.    At least once, but not more than twice during the day, check the
            men's washrooms for soap, towel and toilet tissue replacement.

      2.    At least once, but not more than twice during the day, check the
            ladies' washrooms for soap, towel, toilet tissue and sanitary napkin
            replacement.

      3.    Vacuum elevator cabs as necessary.

      4.    There will be a constant surveillance of public areas to ensure
            cleanliness.

G.    GENERAL

      1.    Wipe all interior metal window frames, mullions and other unpainted
            interior metal surfaces of the perimeter walls of the Building each
            time the interior side of the windows is washed.



                                       3
<PAGE>

      2.    Keep janitorial closets in a clean, neat and orderly condition at
            all times.

      3.    Wipe clean and polish all metal hardware, fixtures and other bright
            work nightly.

      4.    Dust and/or wash all directory boards as required, remove
            fingerprints and smudges nightly.

      5.    Maintain Building lobby, corridors and other public areas and
            Building Grounds in a clean and neat condition, consistent with
            Class A buildings in the Galleria area of Houston, Texas (of similar
            age to the Building).


                   CLEANING SPECIFICATIONS - FREQUENCY SUMMARY

<Table>
<Caption>

      Primary Item                              Achievement                   Frequency
      ------------                              -----------                   ---------
<S>                                         <C>                                <C>
A.       ENTRANCE

      Front and back                        Police and sweep                   5 x week
      Door glass & frames                   Clean                              5 x week


B.       PUBLIC AREAS

      Floors - carpet                       Vacuum and spot clean              5 x week
      Floors - composition                  Dust sweep and spot mop            5 x week
      Furnishings                           Dust                               5 x week
      Ashtrays                              Empty and damp wipe                5 x week
      Drinking fountains                    Clean and disinfect                5 x week
      Walls, doors & frames                 Spot clean                         5 x week
      Telephones                            Damp wipe                          5 x week
      Stairs                                Police                             5 x week
      Janitor closets                       Keep clean                         5 x week
      Stairs                                Sweep                              5 x week
      Metal plats & knobs                   Polish                             1 x week
      Ledges, sills & rails                 Dust                               1 x week
      Stairs (all)                          Dust mop & spot clean              1 x week
      Light fixtures                        Dust or vacuum                     1 x month
      Walls                              Lambs wool dust                       1 x quarter
      Window coverings                   Dust or vacuum                        1 x quarter

C.       WORK AREAS (General and private offices, conference and sales rooms)

      Floors - Carpet
         Traffic lanes                      Vacuum                             5 x week
         All areas                          Vacuum                             1 x week
      Floors - composition                  Dust sweep & spot mop              5 x week
</Table>


                                       4
<PAGE>

<Table>
<S>                                         <C>                                <C>
      Trash receptacles                     Empty and clean                    5 x week
      Trash                                 Collect                            5 x week
      Ashtrays                              Empty and damp wipe                5 x week
      Telephones                            Damp wipe                          5 x week
      Furnishings (horiz.)                  Dust                               5 x week
      Glass desk tops                       Wash and dry polish                5 x week
      Glass partitions                      Spot clean                         1 x week
      Doors and frames                      Dust and spot wash                 1 x week
      Walls & switchplates                  Spot clean                         1 x week
      Furnishings (vert.)                   Dust                               1 x week
      Low ledges & sills                    Dust                               1 x month
      High ledges & sills                   Dust                               1 x 2 mos.
      Glass partitions                      Wash                               1 x 2 mos.
      Light fixtures                        Dust or vacuum                     1 x quarter
                                            exterior surfaces

D.       REST ROOMS

      Floors                                Mop and disinfect                  5 x week
      Receptacles                           Empty and disinfect                5 x week
      Fixtures                              Scour and disinfect                5 x week
      Dispensers                            Refill and clean                   5 x week
      Mirrors                               Wash and dry polish                5 x week
      Bright metal                          Clean and polish                   5 x week
      Walls/dividers/doors                  Spot clean or wash                 5 x week
      Furnishings                           Dust or vacuum                     5 x week
      Vents and lights                      Dust or vacuum                     1 x week
      Floors                                Machine scrub                      As needed

E.    Floor Maintenance Profile -    Top quality, anti-slip floor materials and
                                     finishes will be used. Programmed floor
                                     care is:

      Main Lobby                            Polish                             5 x week
      Other lobbies/halls                   Polish                             As needed
      Lunchrooms & Lounges                  Buff                               1 x week
      Offices                               Buff                               1 x week
</Table>



                                       5
<PAGE>




                                   EXHIBIT "E"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                  BINDVIEW DEVELOPMENT CORPORATION ("TENANT")



                           [INTENTIONALLY LEFT BLANK]





                                       1
<PAGE>

                                  EXHIBIT "F"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")


The following schedule of insurance shall be observed by Tenant and its
contractors and other agents in accordance with Article 3.06. of the Lease. It
is agreed these minimum insurance requirements are necessary to protect
Landlord's insurance program.

<Table>
<S>                                              <C>
      1.     General Liability, Per Occurrence
             Including Broad Form Property Damage:
             -    General Aggregate                          $2,000,000
             -    Products - Comp/Op Aggregate                1,000,000
             -    Personal & Advertising Injury               1,000,000
             -    Each Occurrence                             1,000,000

      2.     Automobile Liability:
             -    Combined Single Limit
                  (Bodily Injury/Property Damage)            $1,000,000
                  -   All Owned Autos
                  -   Hires Autos
                  -   Non-Owned Autos

      3. Workers' Compensation and                Texas Statutory Requirements
              Employers' Liability:              $500,000 accident each employee
                                                 $500,000 disease each employee
                                                  500,000 disease policy limit

      4. Excess Liability Umbrella Form          $5,000,000 covered single limit
</Table>

In addition to the above, an insurance carrier must meet the following
requirements:

             -    All insurance companies must have a Best rating of A 10 or
                  better.

             -    All policies must have a 30 day written notice of cancellation
                  or material change in coverage.

             -    All policies must contain a waiver of subrogation in favor of
                  Barnhart Interests, Inc. and property owner names as listed on
                  insurance policy.

             -    All policies except Workmen's Compensation must name as
                  additional insureds, the following:

                           Barnhart Interests, Inc.
                           Sage Plaza One, Ltd.
                           L. Irvin Barnhart
                           Paul F. Barnhart, Jr.
                           Landlord's Mortgagee

                                       1
<PAGE>

                                   EXHIBIT "G"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")

                               OPERATING EXPENSES


<Table>

<S>                                                                  <C>
Salaries and Wages                                                   $  350,193*
Cleaning                                                             $  394,403
Utilities                                                            $  803,042
Repairs, Maintenance and Supplies                                    $  325,281
Building Contract Services                                           $  472,336
Insurance                                                            $   78,087
Property Taxes                                                       $1,503,653
Management Fee                                                       $  258,246
Other Operating Expenses                                             $   70,532
                                                                     ----------

                                                                     $4,255,773
                                                                     ==========
</Table>


*The numbers are for illustrative purposes only.




                                       1
<PAGE>
                                   EXHIBIT "H"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")


                                BUILDING GROUNDS





                                       1
<PAGE>
                                   EXHIBIT "I"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")


                          RESERVED PARKING ASSIGNMENTS



                                       1
<PAGE>

                                   EXHIBIT "J"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")


                              LETTER OF CREDIT FORM



                      IRREVOCABLE STANDBY LETTER OF CREDIT


PLACE AND DATE OF ISSUE:                             CREDIT NUMBER:
Houston, Texas,          , 2001                                    -------------
                ---------

DATE OF EXPIRY:
November 1, 2005

<Table>
<Caption>

BENEFICIARY:               ISSUER:                    APPLICANT:
<S>                        <C>                        <C>
Sage Plaza One, Ltd.       [financial institution]    Bindview Development Corporation
2121 Sage, Suite 333       ---------------------      --------------------------
Houston, Texas  77056      ---------------------      --------------------------
Attn:  President           Attn:                      Attn:
                                ----------------           ---------------------
</Table>


Gentlemen:

1.       We hereby issue in your favor this irrevocable standby letter of credit
         in an aggregate amount not to exceed USD $4,500,000.00, which shall be
         available for payment of your drafts drawn at sight on us. Drafts must
         be marked "Drawn under [financial institution] Houston, Texas,
         Irrevocable Standby Letter of Credit No. ____________.

2.       We hereby agree to honor a draft drawn under and in compliance with the
         terms of this credit if duly presented on or before the expiry date at
         our counters/offices at [address], Houston, Texas 77____ before 2:00
         p.m. on any day we are open for business.

3.       If a draft or demand for payment does not, in any instance, conform to
         the terms and conditions of this credit, we shall give you prompt
         notice that the draft or demand for payment was not effected in
         accordance with the terms and conditions of this credit, stating the
         reasons therefor and that we are holding any draft or demand at your
         disposal. Upon being notified that the draft or demand for payment was
         not effected in accordance with the terms and conditions of this
         credit, you may attempt to correct any such nonconforming draft or
         demand for payment if, and to the extent that, you are entitled
         (without regard to the provisions of this sentence) and able to do so.

4.       Notwithstanding Article 17 of the UNIFORM CUSTOMS AND PRACTICE FOR
         DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE
         PUBLICATION NO. 500 (THE "UCP"), if this credit expires during an
         interruption of business as described in Article 17 of the UCP, we
         hereby specifically



                                       1
<PAGE>

         agree to honor a draft under this credit if the draft is presented
         within 30 days after our resumption of business.

5.       Notwithstanding Article 37(b) of the UCP, we shall not refuse or
         disregard any draft or demand for payment solely because the amount of
         such draft or demand exceeds the amount payable under this credit;
         provided, that we shall have no liability for any amount in excess of
         the amount payable under this credit.

6.       Notwithstanding Article 41 of the UCP, if any drawing is not made
         within the period specified therefor, this credit shall not cease to be
         available with respect to any subsequent drawing.

7.       We will promptly notify you in accordance with Paragraph 10 if we
         merge, or are acquired, or change our name or the address of our letter
         of credit office. We will promptly notify you of any notice received or
         action filed alleging our insolvency or bankruptcy, or alleging any
         violation of regulatory requirements which could result in suspension
         or revocation of our charter or license to do business. In the event we
         become unable to fulfill our obligations under this credit for any
         reason, we shall give you immediate notice to that effect.

8.       This letter of credit is transferable by the Beneficiary to any
         successor to the Beneficiary as landlord under any lease agreement
         between Beneficiary and Applicant but only upon receipt of the
         completed transfer form and the original letter of credit for
         endorsement and payment by the Applicant of any transfer fees due to
         us.

9.       This credit sets out the terms of our undertaking, and such undertaking
         shall not in any way be modified, amended, amplified, or limited by any
         document, instrument, or agreement referred to herein, or in which this
         credit is referred to, or to which this credit relates; and no such
         reference shall be deemed to incorporate herein by reference any such
         document, instrument, or agreement. Multiple drafts under this credit
         are permitted.

10.      Any notice, authorization, request, demand or waiver under this credit
         shall be in writing, and shall be delivered either by certified or
         registered mail, return receipt requested, or by courier or delivery
         service, addressed to the applicable party at the address or number
         indicated beneath their respective names on the first page of this
         credit, or at such other address or number as a party shall have
         previously designated by written notice given to the other parties in
         the manner permitted by this credit. Notices shall be deemed given (a)
         when delivered and receipted for (or upon the date of attempted
         delivery where delivery is refused), if hand-delivered or sent by
         courier or delivery service, or (b) when sent if sent by postage
         pre-paid certified or registered mail, return receipt requested.

11.      TO THE EXTENT NOT INCONSISTENT WITH THE EXPRESS TERMS HEREOF, AND
         EXCEPT TO THE EXTENT OF ANY CONFLICT WITH THE NONVARIABLE OR
         NONWAIVABLE PROVISIONS OF ARTICLE 5 OF THE TEXAS UNIFORM COMMERCIAL
         CODE, THIS CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
         WITH, THE TERMS OF THE UCP, EXCEPT ARTICLES 17, 37b, 41, 43a, 48c, 48g
         THEREOF. THIS LETTER OF CREDIT SHALL BE DEEMED TO BE A CONTRACT MADE
         UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL, SUBJECT TO THE
         IMMEDIATELY PRECEDING SENTENCE, BE GOVERNED BY AND CONSTRUED IN
         ACCORDANCE WITH


                                       2
<PAGE>

         THE LAWS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
         LAW.


                                             Very Truly Yours,

                                             [financial institution]


                                             -----------------------------------
                                             Authorized Signature




                                       3

<PAGE>
                                   EXHIBIT "K"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")




                             VISITOR PARKING SPACES



                                       1
<PAGE>
                                   EXHIBIT "L"
                           TO LEASE AGREEMENT BETWEEN
                        SAGE PLAZA ONE, LTD. ("LANDLORD")
                                       AND
                   BINDVIEW DEVELOPMENT CORPORATION ("TENANT")



                                 RED RIVER SNDA

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

         THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"AGREEMENT") is dated as of the ___ day of ____________, 2001, and is made by
and among RED RIVER LIMITED PARTNERSHIP, a Texas limited partnership
("MORTGAGEE"), BINDVIEW DEVELOPMENT CORPORATION, a Texas corporation ("TENANT"),
and SAGE PLAZA ONE LTD., a Texas limited partnership ("LANDLORD").

                                    RECITALS:

         A. Tenant has entered into that certain Lease Agreement dated effective
as of March 30, 2001 (the "LEASE") with Landlord, covering approximately 188,509
square feet of Net Rentable Area (the "PREMISES") within the property known as
"Sage Plaza" located at 5151 San Felipe Road, Houston, Harris County, Texas, and
being more particularly described on EXHIBIT A, attached hereto (the "REAL
PROPERTY").

         B. Mortgagee has heretofore made a mortgage loan to Landlord secured by
a deed of trust on the Real Property (the "MORTGAGE"), and the parties desire to
set forth their agreement herein.

         THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledge, the
parties hereby agree as follows:

         1. The Lease and all extensions, renewals, replacements or
modifications thereof are and shall be subject and subordinate to the Mortgage
and to all terms and conditions thereof insofar as it affects the Real Property
of which the Premises form a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof, to the full extent of
amounts secured thereby and interest thereof. Tenant further agrees with
Mortgagee that Tenant will not voluntarily subordinate the Lease to any other
lien or encumbrance without Mortgagee's prior written consent.

         2. Tenant shall attorn to and recognize any purchaser at a foreclosure
sale under the Mortgage, any transferee which acquires the Premises by deed in
lieu of foreclosure, and the successors and assigns of such purchaser(s), as
Tenant's landlord for the unexpired balance (including any extensions, if
exercised) of the term of the Lease on the same terms and conditions set forth
in the Lease.



<PAGE>

         3. If it becomes necessary to foreclose the Mortgage, Mortgagee shall
neither terminate the Lease nor join Tenant in summary or foreclosure
proceedings (unless required by law in order to obtain jurisdiction, but in such
event no judgment foreclosing the Lease will be sought) so long as Tenant is not
in default under any of the terms, covenants, or conditions of the Lease beyond
any grace periods provided in the Lease.

         4. If Mortgagee succeeds to the interest of Landlord under the Lease,
Mortgagee shall not be:

                  a. liable for any act or omission of any prior landlord
(including Landlord) unless same relates to a non-monetary default and is of a
continuing nature and continues after the date Mortgagee succeeds to the
interest of Landlord under the Lease; provided that Tenant had provided written
notice to Mortgagee of such default prior to Mortgagee's succession and afforded
the Mortgagee the opportunity to cure such default as provided in the Lease
and/or herein;

                  b. liable for the return of any security deposit unless such
deposit has been delivered to Mortgagee by Landlord or is an escrow fund
available to Mortgagee;

                  c. subject to any defense, claim, counterclaim, set-off or
offset that Tenant might have against any prior landlord (including Landlord)
unless same relates to a non-monetary default and is of a continuing nature and
continues after the date Mortgagee succeeds to the interest of Landlord under
the Lease; provided that Tenant had provided written notice to Mortgagee of such
default prior to Mortgagee's succession and afforded the Mortgagee the
opportunity to cure such default as provided in the Lease and/or herein;

                  d. bound by any rent or additional rent that Tenant might have
paid for more than the current month to any prior landlord (including Landlord);

                  e. bound by any amendment, modification, or termination of the
Lease made without Mortgagee's consent; such consent not to be unreasonably
withheld, conditioned or delayed if the purpose of the proposed amendment is to
document Tenant's existing rights under the Lease as of the date hereof; but if
the proposed amendment does not purport to document Tenant's existing rights
under the Lease as of the date hereof, Mortgagee may grant or withhold
Mortgagee's consent in Mortgagee's sole discretion to any modification or
amendment of the Lease which affects the rent (including "Base Rental", "Base
Rental Adjustment" and all other types of payments required to be made by Tenant
under the Lease), the duration of the Lease term, the amount of space in the
Tenant's Premises, any rights to expand the Tenant's Premises or renew the
Lease, the services Landlord is obligated to provide to Tenant, or any other
economic terms or material non-economic terms of the Lease, in Mortgagee's
reasonable discretion;

                  f. personally liable under the Lease, Mortgagee's liability
thereunder being limited to its interest in the Real Property; or

                  g. bound by any provision in the Lease which obligates
Landlord to erect or complete any building or to perform any construction work
or to make, repair or restore any improvements to the Premises except for (i)
repairs and maintenance required to be made by the landlord under the Lease, and
(ii) to the extent the Lease is not terminated following casualty or
condemnation, repairs to the Premises as a result of damage by fire or other
casualty or a partial condemnation pursuant to the provisions of this Lease, but
only to the extent that such repairs can reasonably be made from the net
proceeds of any insurance or condemnation awards, respectively, actually made
available to Mortgagee.

         5. This Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their successors and assigns. As used herein the term
"Tenant" shall include Tenant, its successors and assigns; the words
"foreclosure" and "foreclosure sale" as used herein shall be


<PAGE>

deemed to include the acquisition of Landlord's estate in the Premises by
voluntary deed (or assignment) in lieu of foreclosure; and the word "Mortgagee"
shall include the Mortgagee herein specifically named and any of its successors,
participants and assigns, including anyone who shall have succeeded to
Landlord's interest in the Premises by, through or under foreclosure of the
Mortgage.

         6. In the event that Landlord shall default in the performance or
observance of any of the terms, conditions or agreements in the Lease, Tenant
shall give written notice thereof to Mortgagee and Mortgagee shall have the
right (but not the obligation) to cure such default. Tenant shall not take any
action with respect to such default under the Lease, including, without
limitation, any action in order to terminate, rescind or void the Lease or to
withhold any rental thereunder, for a period of ten (10) days after receipt of
such written notice by Mortgagee with respect to any such default capable of
being cured by the payment of money and for a period of thirty (30) days after
receipt of such written notice by Lender with respect to any other such default
(provided, that in the case of any default which cannot be cured by the payment
of money and cannot with diligence be cured with such 30-day period because of
the nature of such default or because Lender requires time to obtain possession
of the Premises in order to cure the default, if Lender shall proceed promptly
to attempt to obtain possession of the Premises, where possession is required,
and to cure the same and thereafter shall prosecute the curing of such default
with diligence and continuity, then the time within which such default may be
cured shall be extended for such period as may be necessary to complete the
curing of the same with diligence and continuity).

         7. Landlord has agreed under the Mortgage and other loan documents that
rentals payable under the Lease shall be paid directly by Tenant to Mortgagee
upon an event of default by Landlord under the Mortgage. After receipt of
written notice from Mortgagee to Tenant, at the address set forth above or at
such other address as to which Mortgagee has been notified in writing, that
rentals under the Lease should be paid to Mortgagee, Tenant shall pay to
Mortgagee, or at the direction of Mortgagee, all monies due or to become due to
Landlord under the Lease. Tenant shall have no responsibility to ascertain
whether such demand by Mortgagee is permitted under the Mortgage, or to inquire
into the existence of an event of default. Landlord hereby waives any right,
claim, or demand it may now or hereafter have against Tenant by reason of such
payment to Mortgagee, and any such payment shall discharge the obligations of
Tenant to make such payment to Landlord after the date of Mortgagee's notice to
Tenant.

         8. Tenant declares, agrees and acknowledges that Mortgagee, in making
disbursements pursuant to any agreement relating to the loan secured by the
Mortgage, is under no obligation or duty to, nor has Mortgagee represented that
it will, see to the application of such proceeds by the person or persons to
whom Mortgagee disburses such proceeds, and any application or use of such
proceeds for purposes other than those provided for in such agreement shall not
default the subordination herein made in whole or in part.

         9. All notices, consents and other communications pursuant to the
provisions of this Agreement shall be in writing and shall be sent by registered
or certified mail, return receipt requested, or by a reputable commercial
overnight carrier that provides a receipt, such as Federal Express or Airborne,
and shall be deemed given when received or when delivery is refused. All notices
shall be addressed as follows:




<PAGE>




If to Mortgagee:           Red River Limited Partnership
                           c/o LaSalle Investment Management
                           100 East Pratt Street
                           Baltimore, Maryland 21202
                           Attn: Rinse A. Brink

With a copy to:            Chanse L. McLeod
                           Andrews & Kurth L.L.P.
                           600 Travis, Suite 4200
                           Houston, Texas 77002

If to Tenant:              BindView Development Corporation
                           5151 San Felipe, 22nd Floor
                           Houston, Texas 77056
                           Attn: Chief Financial Officer and General Counsel

with a copy to:            Alfred M. Meyerson
                           Thompson Knight Brown Parker & Leahy L.L.P.
                           1200 Smith Street, Suite 3600
                           Houston, Texas 77002

If to Landlord:            Sage Plaza One Ltd.
                           c/o Barnhart Interests, Inc.
                           2121 Sage, Suite 333
                           Houston, Texas 77056
                           Attn: Paul F. Barnhart, Jr.

with a copy to:            Stephen C. Jacobs
                           Locke Liddell & Sapp LLP
                           600 Travis, Suite 3200
                           Houston, Texas 77002

or to such other address as shall from time to time have been designated by
written notice by such party to the other parties as herein provided.

         10. Tenant agrees to execute and deliver to Mortgagee promptly
following Mortgagee's written demand therefor such further assurances and other
documents, including a new lease upon the same terms and conditions as the
Lease, confirming the foregoing as Mortgagee may reasonably request. Tenant
waives the provisions of any statute or rule of law now or hereafter in effect
which may give or purport to give Tenant any right or election to terminate or
otherwise adversely affect the Lease and the obligations of Tenant thereunder by
reason of any foreclosure proceeding by Mortgagee with respect to the Real
Property.

         11. This Agreement shall be the whole and only agreement between the
parties hereto with regard to the subordination of the Lease and the leasehold
interest of Tenant thereunder to the lien or charge of the Mortgage in favor of
Mortgagee, and shall supersede and control any prior agreements as to such, or
any, subordination, including, but not limited to, those provisions, if any,
contained in the Lease, which provide for the subordination of the Lease and the
leasehold interest of Tenant thereunder to a deed or deeds of trust or to a
mortgage or mortgages to be


<PAGE>

thereafter executed, and shall not be modified or amended and no provision
herein shall be waived except in writing signed by the party against whom
enforcement of any such modification or amendment is sought.

         12. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.

IN WITNESS WHEREOF, the parties hereto have executed these presents as of the
day and year first above written.

                                   MORTGAGEE:

                                   RED RIVER LIMITED PARTNERSHIP

                                   By:                       its general partner
                                         --------------------

                                         By:
                                              ----------------------------------

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

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

                                         Date:
                                              ----------------------------------



                                   TENANT:

                                   BINDVIEW DEVELOPMENT CORPORATION

                                   By:
                                      ------------------------------------------

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

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

                                   Date:
                                        ----------------------------------------



                                   LANDLORD:

                                   SAGE PLAZA ONE LTD.

                                   By:  Barnhart Interests, Inc.,
                                        Authorized Representative

                                        By:
                                            ------------------------------------
                                                   Paul F. Barnhart, Jr.

                                   Date:
                                         ----------------------------------



<PAGE>
STATE OF
        ----------------------------


COUNTY OF
          --------------------------

         This instrument was acknowledged before me this _____ day of
_____________, 2001, by ________________________________, ________________ of
______________________, a _______________, as the general partner of Red River
Limited Partnership, a Texas limited partnership, on behalf of said ___________
and said limited partnership.



                                     -------------------------------------------
                                     Notary Public in and for said State

                                     Printed Name of Notary:
                                                             -------------------

                                     My Commission Expires:
                                                            --------------------





STATE OF
         ---------------------------


COUNTY OF
          --------------------------

         This instrument was acknowledged before me this _____ day of
_____________, 2001, by ________________________________, ________________ of
BindView Development Corporation, a Texas corporation, on behalf of said
corporation.


                                     -------------------------------------------
                                     Notary Public in and for said State

                                     Printed Name of Notary:
                                                             -------------------

                                     My Commission Expires:
                                                            --------------------




<PAGE>




THE STATE OF TEXAS


COUNTY OF HARRIS

         This instrument was acknowledged before me this _____ day of
_____________, 2001, by Paul F. Barnhart, Jr., President of Barnhart Interests,
Inc., authorized representative of Sage Plaza One Ltd., a Texas limited
partnership, on behalf of said Barnhart Interests, Inc. and said limited
partnership.


                                     -------------------------------------------
                                     Notary Public in and for said State


                                     Printed Name of Notary:
                                                             -------------------

                                     My Commission Expires:
                                                            --------------------