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                                                                   EXHIBIT 10.89

                                LEASE AGREEMENT

                               PARKWOOD BUILDING
                      10077 GROGAN'S MILL ROAD, SUITE 100
                    THE WOODLANDS, MONTGOMERY COUNTY, TEXAS

         THIS LEASE AGREEMENT (the "Lease") is made and entered into on this
the 19th day of June, 1997, between WOODLANDS OFFICE EQUITIES-'95 LIMITED, a
Texas limited partnership, ("Lessor"), and AMERICAN BIOMED, a Delaware
Corporation, ("Lessee").


         1.      Premises. Upon the terms, provisions and conditions
hereinafter set forth, Lessor does hereby lease, demise and let to Lessee, and
Lessee does hereby lease and take from Lessor 2,883 net rentable square feet of
floor space ("Premises"), together with all appurtenances thereto in the
building known as the Parkwood Building which has been constructed by Lessor at
10077 Grogan's Mill Road, The Woodlands, Montgomery County, Texas ("Building").
The building is located on a tract of land containing 3.1065 acres, being the
same tract as described and conveyed by that certain General Warranty Deed
filed of record under County Clerk's File No. 8210172 of the Official Public
Records of Real Property of Montgomery County, Texas ("Land"). The Premises is
shown on the floor plan attached hereto as Exhibit "A". Lessee shall also have
the right to park 8 automobiles in the parking garage ("Parking Garage")
located on the Land and on adjoining land north of the Land ("Adjoining Land")
and to use the driveways located on the Land and on Adjoining Land for access
to the Parking Garage.

         2.      Term. The term of this Lease ("Term") shall commence on the
date ("Commencement Date") which is the earlier of (a) June 1, 1997 or (b) the
day upon which Lessee takes occupancy of the Premises, and shall expire on the
last day of the Thirty-sixth (36th) full calendar month following the
Commencement Date, subject to earlier termination as hereinafter provided.
Notwithstanding any provision to the contrary contained herein, if Lessor has
not tendered to Lessee possession of the Premises with all work to be performed
by Lessor pursuant to the tenant improvement letter ("Tenant Improvement
Letter") attached hereto as Exhibit "B" substantially completed by the date set
forth in (a) above, then the Commencement Date of the Lease shall be the date
Lessor has tendered to Lessee possession of the Premises with all work to be
performed by Lessor pursuant to the Tenant Improvement Letter substantially
completed. Lessor shall not be liable or responsible for any claims, damages or
liabilities of any nature whatsoever in connection with or by reason of any
delayed occupancy. Within 15 days following Lessee's receipt from Lessor of a
memorandum of this Lease specifying the Commencement Date and date of
expiration of the Term, Lessee agrees to execute the memorandum.

         3.      Use. Lessee shall use the entire Premises solely for office
purposes, and for no other use.
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         4.      Security Deposit. Lessee contemporaneously with the execution
of this Lease has deposited with Lessor the sum of $3,964.13 receipt of which
is hereby acknowledged by Lessor, said security deposit being given to secure
the faithful performance by Lessee of all of the terms, covenants and
conditions of this Lease to be kept and performed by Lessee. If Lessee shall
fail to pay the rent herein reserved promptly when due or if Lessee violates
any of the other terms, covenants or conditions of this Lease, said security
deposit may, at the option of Lessor, be applied to any rent due and unpaid or
to any damages suffered by Lessor as a result of Lessee's default.  Nothing
contained in this Section shall in any way diminish or be construed as waiving
any of Lessor's other remedies as provided elsewhere in this Lease or at law or
in equity. Should the entire security deposit or any portion thereof be applied
by Lessor for the payment of sums due and payable to Lessor hereunder, Lessee
shall, on the written demand of Lessor, remit to Lessor a sufficient amount in
cash to restore said security deposit to its original amount. Should Lessee
comply with all of the terms, covenants and conditions of this Lease and
promptly pay all of the rental herein provided for as it falls due, (including
any additional rental due at the end of the Fiscal Year, which term is defined
in Section 6 below, during which the Term expires or terminates), and all other
sums payable by Lessee to Lessor hereunder, said security deposit shall be
returned in full to Lessee. Lessor shall have the right to commingle the
security deposit with other funds of Lessor, and any interest earned shall be
the property of Lessor. Lessor may deliver the security deposit to any
purchaser of Lessor's interest in the Premises, and thereupon be discharged
from further liability with respect to such deposit.

         5.      Base Rent. The Base Rent, which Lessee hereby agrees to pay to
Lessor monthly, in advance, at Lessor's address stated above, shall be the sum
of $3,964.13 per month, due and payable on the first day of each calendar month
during the Term hereof, without offset or deduction, with a pro rata portion
being due and payable in advance for any partial month occurring at the
beginning of the Term. A late charge of 10% shall be added to any payment of
Base Rent or Additional Rent which is more than 10 days past due.

         6.      Additional Rent. Lessor agrees to pay all Operating Expenses
(as defined in Section 7 below) up to a maximum amount of $7.00 per year for
each square foot of rentable floor area in the Building ("Operating Cost
Allowance"). In the event the Operating Expenses shall, in any Fiscal Year
exceed the Operating Cost Allowance (prorated for any partial Fiscal Year at
the beginning or end of the Term), Lessee agrees to pay to Lessor, as
Additional Rent, Lessee's pro rata share of any such excess ("Excess Operating
Expenses"). The term "Fiscal Year", as used herein, shall mean Lessor's fiscal
year for accounting purposes which currently is the 12-month period beginning
January 1 and ending December 31. Lessor shall have the right to change the
Fiscal Year, from time to time, and, in such event, Lessor shall notify Lessee
in writing of such change. Lessee's pro rata share shall be determined by
multiplying the Excess Operating Expenses by a fraction, the numerator of which
shall be the number of net rentable square feet in the Premises, and the
denominator of which shall be the net rentable square footage in the Building,
which may change from time to time utilizing BOMA (Building Owners and Managers
Association) standards. Within 90 days following the completion of each Fiscal
Year, Lessor will provide to Lessee a statement showing in reasonable detail
the Operating Expenses for the preceding Fiscal Year, the


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Additional Rent due with regard to Lessee's share of the Excess Operating
Expenses, and Lessor's reasonable estimate of Excess Operating Expenses for the
then current Fiscal Year. Lessee shall, on or before 30 days following receipt
of said statement, pay to Lessor the amount of Additional Rent due as provided
herein, less the amount of Additional Rent paid in advance (if any) during the
preceding Fiscal Year. Any overpayment will be credited by Lessor to Lessee's
pro rata share of the estimated Excess Operating Expenses for the then current
Fiscal Year. Lessee agrees to pay Additional Rent each month thereafter, in
addition to Base Rent, in an amount necessary to amortize the estimated Excess
Operating Expenses for the then current Fiscal Year (or the pro rata portion
thereof, if applicable) over a period equal to the lesser of (i) the number of
months remaining in the Term or (ii) the number of months remaining in the
current Fiscal Year. Notwithstanding that the Term has expired or been
terminated, Lessee shall remain liable for and agrees to pay to Lessor within
30 days following receipt of an invoice therefor, its pro rata portion of
Excess Operating Expenses for the Fiscal Year (or portion thereof) during which
the Term expired or was terminated. Lessee shall have the right, at its expense
and at a reasonable time, to audit Lessor's books relevant to the Additional
Rent due under this Section.  Lessee also agrees to pay to Lessor, as
Additional Rent, a management fee ("Management Fee") of 5% of the annual Base
Rent. Lessee agrees to pay the Management Fee each month, in addition to other
Additional Rent and Base Rent, during each Fiscal Year in an amount necessary
to amortize the Management Fee for the then current Fiscal Year over a 12 month
period. For the Fiscal Year in which the Term begins or ends, Lessee shall only
be responsible for the amortized Management Fee for the months of each such
Fiscal Year that the Lease is in force.

         7.      Operating expenses. The term "Operating Expenses" means all of
Lessor's costs, expenses and disbursements (but not acquisition of capital
investment items, except as hereinafter expressly provided or specific costs
billed to specific lessees) to operate and maintain the Land, the Building, and
all improvements thereon from time to time (to the extent and only to the
extent same are Lessor's obligation to pay or furnish under the other
provisions of this Lease), including, but not limited to, Lessor's costs of
providing heating, air conditioning and utilities; wages, salaries, and other
compensations of any kind or nature paid to Lessor's employees at the grade of
director of property management and below and any related overhead,
administrative and general office expenses other than the Management Fee
provided for in the Lease; janitorial services and supplies; refuse removal;
courtesy guard services; landscaping, including irrigation; parking area
maintenance and lighting; and general maintenance and repairs, including, but
not limited to, repairs to roof surface and preventive maintenance, elevator
maintenance, parking area restriping, exterior painting and other activities.
Operating Expenses shall also include a reasonable amortization charge on
account of any capital expenditure incurred to effect a reduction of Operating
Expenses and a reasonable charge for amortization of all capital items Lessor
installs (a) to reduce Operating Expenses, or (b) to promote safety, or (c)
which Lessor is required to install on or for the benefit of the Building by
any governmental law, code or regulation passed or enacted on or after the
Commencement Date, or (d) which is a replacement (as opposed to additions or
new improvements) of items located in the common areas adjacent to the
Building, the parking area and other facilities used in connection with the
Building, or involving the exterior of the Building, including, but not limited
to, the roof and structural elements. Additionally, Operating Expenses shall
include all ad valorem taxes or


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assessments, and Annual Assessments of The Woodlands Community Association,
Inc., which accrue against the Building or the Land during the Term, together
with all insurance premiums which Lessor is required to pay or deems necessary
to pay with respect to the Building or the Land, including, but not limited to,
casualty insurance and liability insurance.  Further, Operating Expenses shall
include 48% of Lessor's costs to operate and maintain both the portion of the
Parking Garage on the Adjoining Land and the driveways on the Adjoining Land.
Notwithstanding anything contained herein to the contrary, it is agreed that in
the event not more than 95% of the rentable area in the Building is occupied
during any Fiscal Year or in the event not more than 95% of the rentable area
in the Building is provided with building standard services during any Fiscal
Year, an adjustment shall be made in computing the Operating Expenses for such
year so that the Operating Expenses shall be computed for such year as though
the Building had been 95% occupied during such year and as though 95% of the
Building had been provided with building standard services during such year.

         8.      Services to be Furnished by Lessor. Lessor covenants and
agrees to provide and pay for the following:

                 A.       Electrical facilities to furnish sufficient power for
typewriters, voice writers, calculating machines, photocopying machines,
personal computers, laser printers, facsimile machines, and other machines of
similar low electrical consumption, but not including electricity required for
electronic data processing equipment, special lighting in excess of building
standard, or any item of electrical equipment (whether listed above or not)
which consumes more than 0.5 kilowatts per hour at rated capacity, or requires
a voltage other than 120 volts single phase;

                 B.       Hot and cold water at those points of supply
specified in the building plans and specifications and in the tenant finish
work plans and specifications;

                 C.       Central heat and air conditioning in season, from 7
A.M. to 6 P.M. Monday through Friday, and 8 A.M. to 2 P.M. on Saturday,
exclusive of Holidays, said times being referred to herein as normal Building
operating hours. "Holidays", as used herein, shall mean New Year's Day,
Memorial Day, July 4, Labor Day, Thanksgiving Day and Christmas Day.

                 D.       Janitor and waste disposal service five days a week,
exclusive of Holidays (provided, however, if Lessee's floor covering is other
than building standard (see Exhibit "C"), Lessee shall pay any additional
cleaning costs attributable thereto, plus 15% overhead, as Additional Rent due
with the next payment of Base Rent);

                 E.       Except as otherwise expressly stipulated herein,
Lessor shall make, do and perform all maintenance or repairs of any kind or
character on the Land, parking areas, the Building and all building machinery
and components, which shall include the painting and repair of walls, floors,
corridors, windows and other structures and equipment serving the Premises, and
such repairs and maintenance thereto as may be necessary because of damage or
negligence by persons other than Lessee, its agents, employees, invitees,
licensees or visitors; and


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                 F.       Maintenance upon request by Lessee, exclusive of
Holidays, of Lessee's special leasehold improvements (see Exhibit "C"), for a
sum equal to Lessor's actual cost of such maintenance plus 15% overhead.

         Failure by Lessor to any extent to furnish these defined services or
any cessation thereof which results from causes beyond the control of Lessor
shall not render Lessor liable in any respect for damages to either person or
property, nor be construed as an eviction of Lessee, nor work an abatement of
rent, nor relieve Lessee from fulfillment of any covenant or agreement herein.
In the event of any such interruption, however, Lessor shall use reasonable
diligence during normal business hours to restore such service in any
circumstance in which such restoration is within the reasonable control of
Lessor.

         9.      Peaceful Enjoyment. Lessee shall and may peacefully have, hold
and enjoy the Premises for the Term, subject to the terms and conditions of
this Lease, provided that Lessee pays the rentals and other sums herein recited
and performs all of its covenants and agreements herein contained. It is
understood and agreed that this covenant and any and all other covenants of
Lessor contained in this Lease shall be binding upon Lessor and its successors
and assigns, but only with respect to breaches occurring during its and their
respective ownership of Lessor's interest hereunder.

         10.     Covenants of Lessee.

                 A.       Payment. Lessee shall pay all rent and other sums
provided to be paid to Lessor hereunder at the time and in the manner herein
provided.

                 B.       Repairs by Lessee. Lessee shall pay to Lessor all of
Lessor's actual costs and expenses, plus 15% overhead, to repair or replace any
damage or injury done to the Building or any part thereof, caused by Lessee or
Lessee's agents, employees, invitees, licensees or visitors. Said sums shall
constitute Additional Rent due with the next payment of Base Rent.

                 C.       Waste or Damage. Lessee shall not commit or allow any
waste or damage to be committed to any portion of the Building or the Land, and
at the termination of this Lease by lapse of time or otherwise, shall deliver
up the Premises to Lessor in as good condition as of the Commencement Date,
ordinary wear and tear excepted.

                 D.       Alterations, Additions and Improvements. Lessee shall
not make or allow to be made any alterations or physical additions in or to the
Premises without first obtaining the written consent of Lessor. Lessor shall
not be liable as a result of any such consent for completeness, design
sufficiency, or compliance with any law, ordinance, order, rule, or regulation
and Lessee shall indemnify, defend and hold Lessor harmless from all claims,
demands, damages, causes of action or litigation, arising out of or resulting
from such consent. Any and all alterations, additions or improvements, other
than that portion of the initial tenant improvements which are to be provided
by Lessor pursuant to the terms of Exhibit "B" hereto, shall be made at
Lessee's sole expense. All such alterations, additions or improvements shall,
upon completion, become the property of Lessor


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and shall be surrendered to Lessor upon the termination of this Lease by lapse
of time or otherwise; provided, however this clause shall not apply to
removable equipment or furniture owned by Lessee and which can be removed
without damage to the Building or the Premises, provided there is no default by
Lessee in any of the terms and conditions of the Lease.

                 E.       Lessee's Duty to Provide Security. Lessee, at
Lessee's own cost and expense, at all times during the Term, agrees to provide
and be responsible for the safety and security of the Premises.

                 F.       Use and Insurance Rates. Lessee shall not use or
permit the Premises to be used for any other purpose than that stated in
Section 3 hereof, or occupy, use or permit any portion of the Premises to be
occupied or used for any business or purpose which is unlawful, disreputable or
deemed to be extrahazardous on account of fire, or permit anything to be done
which would in any way increase the rate of fire insurance on the Building or
its contents.  If an increase in the fire and extended coverage insurance
premiums paid by Lessor for the Building is caused by Lessee's use and
occupancy of the Premises, then Lessee shall pay as Additional Rent due with
the next payment of Base Rent, the full amount of such increase, in addition to
all other sums due hereunder.

                 G.       Laws. Lessee shall comply, at Lessee's cost and
expense, with all recorded restrictive covenants encumbering the Land and all
present and future laws, ordinances, orders, rules, regulations and
requirements of all federal, state, and municipal governments, including all
municipal and road utility districts and municipal utility districts, and all
departments, commissions, boards and officers thereof, and any other body
exercising similar functions, which now or hereafter may be applicable to the
Premises, the improvements in the Premises, or to the use or manner of use of
the Premises or the improvements, including but not limited to, all
environmental laws and the Americans With Disabilities Act. In the event of a
violation of any environmental law by Lessee, and cleanup of contamination is
required, in addition to all other remedies of Lessor under this Lease or at
law or in equity, Lessee shall conduct a Standard 1 cleanup so that there is a
total and complete removal of all contaminates from the Premises.  No such
cleanup shall be subject to a risk reduction standard and no deed recordation
notice shall be recorded by Lessee against the Premises.

                 H.       Rules and Regulations. Lessee will comply with the
Rules and Regulations of the Building, a copy of which are attached hereto as
Exhibit "C". Lessor may amend said Rules and Regulations, from time to time, if
reasonably necessary for the safety, care or cleanliness of the Building,
provided that no amendment shall alter any covenant or provision contained in
this Lease. Lessee agrees to comply with any amendment which is made to said
Rules and Regulations in compliance with the terms of this subsection.

                 I.       Entry by Lessor. Lessee shall permit Lessor or
Lessor's agents, representatives, or employees to enter upon the Premises at
reasonable times, and upon having given Lessee reasonable advance notice, (a)
to inspect the Premises, to determine whether Lessee is in compliance with the
terms of this Lease; (b) to show the Premises to prospective purchasers,
lessees, mortgagees, beneficiaries under trust deeds, or insurers (but as to
prospective lessees only during the last 7 months


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of the Term), and (c) to make repairs, improvements, additions and alterations
thereto, as Lessor is permitted to make according to the terms of the Lease.
Any inspections of the Premises pursuant to this subsection shall be at Lessor's
cost and expense; provided, however, in the event it is determined by Lessor
that an environmental study should be conducted on the Premises and said
environmental study determines that Lessee has not complied with all then
existing environmental laws, Lessee shall reimburse Lessor for the cost of the
study within 15 days after receipt of an invoice setting forth the cost, and
Lessee shall promptly take all action necessary, at Lessee's sole expense, to
remedy any noncompliance by Lessee discovered by such study in accordance with
subsection G. hereinabove.

                 J.       Nuisance. Lessee shall conduct its business and
control its agents, employees, invitees and visitors in such a manner as not to
create a nuisance or interfere with, annoy or disturb any other tenant in the
Building or Lessor in its management of the Building. Smoking in the Premises
and in the common areas of the Building is expressly prohibited.

         11.     Liens. In the event that any mechanic's, materialmen's, or
other lien shall at any time be filed against the Premises, the Building or the
Land purporting to be for work, labor, services or materials performed for or
furnished to Lessee or anyone holding the Premises through or under Lessee, or
arising out of any alleged act or omission of Lessee, Lessee shall forthwith
cause the same to be properly bonded or released. If Lessee shall fail to cause
such lien to be bonded or released within 15 days after being notified of the
filing thereof, then, in addition to any other right or remedy of Lessor,
Lessor may, but shall not be obligated to, discharge the same by posting a bond
or paying the amount claimed to be due, and the amount so paid by Lessor, and
all costs and expenses incurred by Lessor in procuring the discharge of such
lien, including reasonable attorney's fees, shall be due and payable by Lessee
to Lessor as Additional Rent on the first day of the next succeeding month.
Lessor shall not be liable for any labor or materials furnished to Lessee upon
credit, and that no mechanics', materialmen's or other liens for any such labor
or materials shall attach to or affect the estate or interest of Lessor in and
to the Land or Building.

         12.     Subordination. Lessee agrees that this Lease is and shall be
subordinate to any mortgage or deed of trust which may now or hereafter
encumber the Building or the Land, and to all renewals, modifications,
consolidations, replacements and extensions thereof, provided, however, that
the holder of any such mortgage or deed of trust shall agree that Lessee shall
not be disturbed in its possession of the Premises or its rights hereunder
terminated or amended by the mortgagee, any purchaser at or in lieu of
foreclosure or other party so long as Lessee is not in default under this
Lease. In confirmation of such subordination, Lessee shall at Lessor's request
execute promptly any appropriate certificate or instrument that Lessor may
reasonably request. In the event of the enforcement by the trustee or the
beneficiary under a mortgage or deed of trust of the remedies provided for by
law or by such mortgage or deed of trust, Lessee will, upon request of any
person or party succeeding to the interest of Lessor as a result of such
enforcement, automatically become the lessee of such successor in interest
without change in the terms or other provisions of this Lease; provided,
however, that such successor in interest shall not be bound by (i) any payment
of Base Rent or Additional Rent for more than one month in advance except
prepayments in the nature of security for the performance by Lessee of its
obligations under this Lease; (ii) any amendment or


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modifications under this Lease made without the written consent of such
trustee, beneficiary, or successor in interest; (iii) any default by the prior
owner or landlord in the observance or performance of any of its covenants or
obligations hereunder any right of offset which Lessee may have had against the
prior owner or landlord. Upon request by any successor in interest, Lessee
shall execute and deliver an instrument or instruments confirming the
attornment herein provided for.

         Within 15 days after Lessor's request, Lessee agrees to execute an
estoppel certificate or other agreement certifying to Lessor and/or any
mortgagee of the Building such facts and agreeing to such reasonable notice
provisions as such mortgagee may request in connection with Lessor's financing,
subject, however, to the non-disturbance rights of Lessee above-described. If
Lessee fails or refuses to give a certificate hereunder within the time period
herein specified, then the information contained in such certificate as
submitted by Lessor shall be deemed correct for all purposes, and all notice
provisions and other matters in the certificate shall be deemed agreed to, but
Lessor shall have the right to treat such failure or refusal as a default by
Lessee.

         This Lease and all rights of Lessee hereunder are further subject and
subordinate to the extent that the same relate to the Premises to all ground or
underlying leases covering the Land/or any part thereof which may now or
hereinafter affect the Land or the Building, and any renewals or modifications
thereof; provided, however that the holder of any ground lease or underlying
leases covering the Land or the Building shall agree that Lessee shall not be
disturbed in its possession of the Premises or its rights hereunder terminated
or amended by such holder as long as Lessee is not in default under this Lease.

         13.     Condemnation. If the whole or any part of the Premises shall
be taken under the power of eminent domain, this Lease shall terminate as to
the part so taken on the date Lessee is required to yield possession thereof to
the condemning authority. Lessor shall make such repairs and alterations as may
be necessary in order to restore the part not taken to a useful condition, and
the Base Rent shall be reduced proportionately to the portion of the Premises
so taken. If the amount of the Premises so taken substantially impairs the
usefulness of the Premises for the purposes set forth in Section 3, either
party may terminate this Lease within 30 days after Lessee is dispossessed,
effective as of the date when Lessee is required to yield possession. All
compensation awarded for any taking shall belong to and be the property of
Lessor.

         14.     Fire and Casualty. In the event of a fire or other casualty in
the Premises, Lessee shall immediately give notice thereof to Lessor. If the
Premises, through no fault or neglect of Lessee, its agents, employees,
invitees, licensees or visitors, shall be destroyed by fire or other casualty
so as to render the Premises untenantable, the rental herein shall be reduced
proportionally to the portion of the Premises rendered untenantable until such
time as the Premises are made tenantable by Lessor. If from such cause the same
shall be so damaged that Lessor shall decide not to rebuild, then all rent and
other sums owed hereunder up to the time of such destruction or casualty shall
be paid by Lessee, and thenceforth this Lease shall cease and come to an end.


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         15.     Casualty Insurance. Lessor shall, at all times during the
Term, maintain a policy or policies of insurance with the premiums thereon
fully paid in advance, issued by and binding upon some solvent insurance
company, insuring Lessor's interest in the Building against loss or damage by
fire and other hazards within the coverage of a Texas standard form of fire and
extended coverage policy, for the full replacement value thereof, with payments
for losses thereunder payable solely to Lessor or its designee. Lessee shall
maintain in force a like policy insuring Lessee's interest in any furniture,
equipment, machinery, goods or supplies which Lessee may bring or obtain upon
the Premises, or any improvements which Lessee may construct thereon.

         16.     Liability Insurance. Lessee shall maintain, at its expense, at
all times during the Term, a policy or policies of commercial general liability
insurance, with the premiums thereon fully paid in advance, issued by (i) an
insurance company or companies rated "A-" or higher under the most current
edition of A.M. Best's Key Rating Guide, (ii) a Lloyds of London underwriter,
or (iii) an insurance company agreed to by Lessor. All insurers must be
licensed to do business in the State of Texas. The insurance shall afford
protection of not less than $1,000,000 combined single limit bodily injury and
property damage per occurrence. The policy or policies shall name Lessor as an
additional insured. As to any injury or damage occurring in or on the Premises,
Lessee's insurance shall be primary, Lessee's policy shall contain an agreement
by the insurer that such policy, or policies may not be cancelled or materially
modified without 30 days' prior notice to Lessor. Lessee shall provide Lessor a
copy of the required policy or policies, or a certificate evidencing the
required coverage, before beginning any work in the Premises or taking
occupancy of same. Additionally, Lessee shall provide Lessor evidence of the
renewal of each policy at least 30 days before the expiration of the policy.

         17.     RELEASE OF CLAIMS; WAIVER OF SUBROGATION. ANYTHING IN THIS
LEASE TO THE CONTRARY NOTWITHSTANDING, LESSOR AND LESSEE EACH WAIVE ANY AND ALL
RIGHT OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION AGAINST THE OTHER AND ITS
PARTNERS (IF ANY), AND THE AGENTS, OFFICERS, AND EMPLOYEES OF THE OTHER PARTY
OR ITS PARTNERS, FOR ANY LOSS OR DAMAGE:

                 (i)      TO THE PREMISES, THE BUILDING, OR ANY IMPROVEMENTS
                          THERETO, OR ANY PERSONAL PROPERTY OF SUCH PARTY
                          THEREIN, BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER
                          CAUSE WHICH COULD HAVE BEEN INSURED AGAINST UNDER A
                          TEXAS STANDARD FORM OF FIRE AND EXTENDED COVERAGE
                          INSURANCE POLICY, OR

                 (ii)     ARISING OUT OF ANY BUSINESS INTERRUPTION, INCLUDING
                          BUT NOT LIMITED TO LOSS OF PROFITS, BY REASON OF
                          FIRE, THE ELEMENTS OR ANY OTHER CAUSE,

REGARDLESS OF CAUSE OR ORIGIN, INCLUDING THE SOLE OR CONCURRENT NEGLIGENCE OF
THE OTHER PARTY OR ITS PARTNERS, OR THE AGENTS, OFFICERS, OR EMPLOYEES OF THE
OTHER PARTY OR ITS PARTNERS. LESSOR AND LESSEE COVENANT THAT NO INSURER SHALL
HOLD ANY RIGHT OF SUBROGATION AGAINST THE OTHER PARTY FOR LOSSES WHICH MUST BE
INSURED AGAINST BY THE TERMS OF THIS LEASE.  THIS SECTION SHALL SURVIVE THE
TERMINATION OF THIS LEASE.


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         18.     RELEASE AND INDEMNIFICATION BY LESSEE. SUBJECT TO SECTION 17
ABOVE, LESSEE RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD LESSOR AND ITS
PARTNERS, AND THE AGENTS, OFFICERS AND EMPLOYEES OF LESSOR OR ITS PARTNERS,
HARMLESS FROM AND AGAINST ALL CLAIMS OR CAUSES OF ACTION FOR DAMAGE OR INJURY
OR DEATH TO PERSONS OR PROPERTY OCCURRING ON OR IN THE PREMISES, INCLUDING, BUT
NOT LIMITED TO, ANY CLAIMS OR CAUSES OF ACTION CAUSED BY OR RESULTING FROM (i)
THE SOLE OR CONCURRENT NEGLIGENCE, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF LESSOR OR ITS PARTNERS, OR THE AGENTS, OFFICERS, OR EMPLOYEES OF
LESSOR OR ITS PARTNERS, OR (ii) STRICT LIABILITY OR PRODUCT LIABILITY. THIS
SECTION SHALL SURVIVE THE TERMINATION OF THIS LEASE.

         19.     Holding Over. In the event of holding over by Lessee after the
expiration or termination of the Term and without the written consent of
Lessor, Lessee shall be a tenant at will and shall pay monthly rent equal to
double the amount of all Base Rent and Additional Rent payable during the last
month of the Term. Further, Lessee shall indemnify Lessor against all claims
for damages by any other lessee to whom Lessor may have leased all or any part
of the Premises. Lessor may terminate the tenancy by giving written notice to
Lessee. No holding over by Lessee with the consent and acquiescence of Lessor
shall operate to extend the Lease for a longer period than 1 month. Any holding
over with the consent of Lessor in writing shall thereafter constitute this
Lease a lease from month to month.

         20.     Default by Lessee. If (a) Lessee fails to timely pay any sum
to be paid by Lessee under this Lease; (b) Lessee fails to perform any of its
other duties or obligations under this Lease and such default continues for 20
days after Lessor delivers written notice to Lessee or deposits written notice
in the U. S. Mail addressed to Lessee's address above; (c) any of the following
actions occur and Lessee fails to vigorously contest and cause same to be
removed, dismissed, or vacated within 30 days from the date of entry or filing:
(i) Lessee's interest under this Lease is levied on under execution or other
legal process, or (ii) any petition is filed by or against Lessee to declare
Lessee a bankrupt or to delay, reduce or modify Lessee's debts or obligations,
or (iii) any petition under the Bankruptcy Code is filed or other action taken
to reorganize or modify Lessee's capital structure, or (iv) Lessee is declared
insolvent according to law, or (v) any general assignment of Lessee's property
is made for the benefit of creditors, or (vi) a receiver or trustee is
appointed for Lessee or its property; (d) Lessee vacates or abandons the
Premises; (e) if Lessee is a corporation, Lessee ceases to exist as a
corporation in good standing in the State of Texas; or (f) if Lessee is a
partnership or other entity, Lessee is dissolved or otherwise liquidated, then
Lessor may treat the occurrence of any one or more of the foregoing events as a
breach of this Lease. Upon the occurrence of any of the foregoing events, at
Lessor's option, Lessor shall have any one or more of the following described
remedies, in addition to all other rights and remedies provided at law or in
equity:

                 A.       Lessor may terminate this Lease and forthwith
repossess the Premises and recover damages in a sum of money equal to the total
of (i) the cost of recovering the Premises, including the cost of the removal
and storage of any of Lessee's possessions left within the Premises, (ii) the
unpaid Base Rent and Additional Rent earned at the time of termination, plus
interest thereon at the lesser of 18% or the then maximum interest rate
permitted to be charged by applicable law ("Interest") from the due date until
paid, (iii) the balance of the Base Rent and Additional Rent for the remainder
of


                                       10
<PAGE>   11
the Term, discounted to its present value at the rate of 6% per annum, less the
fair market rental value (allowing a reasonable period for reletting) of the
Premises for said period (provided said sum shall not be less than zero), and
(iv) any other sum of money and damages owed by Lessee to Lessor.

                 B.       Without terminating this Lease, Lessor may-terminate
Lessee's right of possession and repossess the Premises by forcible detainer
suit or otherwise, without demand or notice of any kind to Lessee. If Lessor
pursues this remedy, Lessor may, but shall not be obligated to, relet the
Premises for Lessee's account, for such rent and upon such terms and conditions
as Lessor deems satisfactory. For the purpose of such reletting, Lessor is
authorized to decorate or to make any repairs, changes, alterations or
modifications in or to the Premises as it deems necessary to prepare the
Premises to relet at Lessee's expense. If Lessor fails to relet the Premises,
then Lessee shall pay to Lessor as damages a sum equal to the amount of the
Base Rent and Additional Rent provided for in this Lease for such period or
periods. If Lessor relets the Premises and fails to realize a sufficient sum
from such reletting after deducting (a) the due and unpaid Base Rent and
Additional Rent, (b) the accrued Interest thereon, (c) the cost of recovering
possession, (d) the costs and expenses of all decorations, repairs, changes,
alteration and modifications, and (e) the expense of such reletting and the
collection of the rent accruing therefrom, then Lessee shall pay to Lessor any
such deficiency upon demand from time to time. Lessor may file one or more
suits to recover any sums falling due under this Section from time to time. Any
reletting shall not be an election by Lessor to terminate this Lease unless
Lessor gives a written notice of such intention to Lessee. Notwithstanding any
such reletting without termination, Lessor may at any time thereafter elect to
terminate this Lease for such previous default.

                 C.       Lessor may change the locks on the Premises and not
return the new key to the Lessee unless the Lessee cures the default(s). The
Lessor will not have to give the Lessee a new key unless the Lessee cures the
default(s); the new key will be provided only during Lessor's regular business
hours.

         21.     Waiver. Failure of Lessor to declare any default immediately
upon occurrence thereof, or delay in taking any action in connection therewith,
shall not waive such default, but Lessor shall have the right to declare any
such default at any time and take such action as might be lawful or authorized
hereunder, either in law or at equity.

         22.     Lien for Rent. Lessee hereby grants to Lessor a lien on all
property of Lessee now or hereafter placed in or upon the Premises (except such
part of any property as may be exchanged, replaced or sold from time to time in
the ordinary course of business, operation or trade), and such property shall
be and remain subject to such lien of Lessor for payment of all rent and other
sums agreed to be paid by Lessee herein. This Lease shall constitute a security
agreement under the Texas Uniform Commercial Code ("TUCC") so that Lessor shall
have and may enforce a security-interest on all property of Lessee now or
hereafter placed in or on the Premises, including but not limited to all
fixtures, machinery, equipment, furnishings and other articles of personal
property now or hereafter placed in or upon the Premises by Lessee. Lessee
agrees to execute as debtor such financing statement or statements as Lessor
may now or hereafter reasonably request in order that


                                       11
<PAGE>   12
such security interest or interests may be perfected pursuant to the TUCC.
Lessor may at its election at any time file a copy of this Lease as a financing
statement. Lessor, as secured party, shall be entitled to all of the rights and
remedies afforded a secured party under the TUCC, which rights and remedies
shall be in addition to and cumulative of the landlord's liens and rights
provided by law or by the other terms and provisions of this Lease.

         23.     Assignment by Lessor. Lessor shall have the right to sell,
transfer or assign, in whole or in part, all of its rights and obligations
hereunder and in the Building and the Land. In such event and upon the
assumption by such transferee of Lessor's obligations hereunder, no further
liability or obligation shall thereafter accrue against Lessor hereunder.

         24.     Assignment by Lessee. Lessee shall not assign this Lease or
any interest therein, nor sublet the Premises or any part thereof or any right
or privilege appurtenant thereto, nor permit any other person, firm or entity
to occupy or use the Premises or any portion thereof without first obtaining
the written consent of Lessor. Lessor shall have the right, at its option, to
terminate this Lease as to any portion of the Premises covered by a proposed
assignment or sublease, or to approve any such assignment or sublease only upon
the condition that (a) all rentals paid by the assignee or sublessee in excess
of the rentals due from Lessee hereunder, shall be paid directly to Lessor, (b)
the proposed assignee or sublessee is financially capable of assuming Lessee's
obligations hereunder, in the sole judgment of Lessor, (c) the rental to be
paid by the proposed assignee or sublessee is equivalent to the then market
rental for similar space in The Woodlands, and (d) the proposed assignee or
sublessee agrees to use the Premises only for the uses permitted by Lessee
under this Lease, and to comply with all of the other terms and conditions of
this Lease. Otherwise, Lessor's consent to any proposed sublease or assignment
shall not be unreasonably withheld. Consent by Lessor to one assignment,
subletting, occupation or use by another person shall not be deemed to be a
consent to any subsequent assignment, subletting, occupation or use by the same
or another person. Consent to an assignment or sublease shall not release
Lessee from liability for the continued performance of the terms and provisions
to be kept and performed by Lessee hereunder, unless Lessor specifically and in
writing releases Lessee from said liability. In addition, an amendment,
modification or extension of the Lease after the assignment or sublease shall
not release Lessee from liability for the continued performance of the terms
and provisions to be performed by Lessee hereunder. Any assignment or
subletting by operation of law or otherwise, (including without limitation, a
transfer of controlling interest in Lessee to any other person, firm or entity)
without the prior written consent of Lessor, shall be void and shall, at the
option of Lessor, terminate this Lease. Lessee covenants and agrees that when
the prior written consent of Lessor is obtained, and in the event the
subletting or assignment is to be arranged through public advertisement or
listing of any kind, Lessee will treat all applications for sublease or
assignment in a uniform manner and will award leases according to objective
standards. No decision on any application shall be made on the grounds of the
applicant's race, color, religion, sex, handicap, familial status, or national
origin.

         Notwithstanding anything contained herein to the contrary, Lessor
shall not be obligated to entertain or consider any request by Lessee to
consent to any proposed assignment of this Lease or sublease of all or any part
of the Premises unless each request by Lessee is accompanied by a


                                       12
<PAGE>   13
nonrefundable fee payable to Lessor in the amount of $500.00 to cover Lessor's
administrative, legal, and other costs and expenses incurred in processing each
of Lessee's requests. Neither Lessee's payment nor Lessor's acceptance of the
foregoing fee shall be construed to impose any obligation whatsoever upon
Lessor to consent to Lessee's request.

         25.     Transfer of Control. If Lessee is a corporation, and if at any
time during the term of this Lease, corporate shares of Lessee shall be
transferred by sale, assignment, bequest, inheritance, operation of law or
other disposition so as to result in a change in the present control of said
corporation by the person or persons now owning a majority of said corporate
shares, Lessee shall be in default of this Lease and Lessor may exercise its
rights in respect of default hereunder.

         26.     Notices. Any notice required or permitted to be given pursuant
to the terms of this Lease shall be sent by certified or registered U.S. mail
to Lessor at 2201 Timberloch Place, The Woodlands, Texas 77380, Attn: Property
Management, and to Lessee at 2201 Timberloch Place, Suite 100, The Woodlands,
Texas 77380, Attn: Steven B. Rash. The place to which such notices shall be sent
may be changed by either party giving notice of such change to the other party
in the manner hereinabove provided. A notice shall be deemed given and received
on the 3rd business day following deposit in the U. S. Mail as provided above.

         27.     Severability. If any of the provisions of this Lease shall
contravene or be invalid under the laws of the particular state, county, or
jurisdiction where applied, such contravention or invalidity shall not
invalidate the Lease or any other portions thereof and the remainder of this
Lease or the application thereof to other persons or circumstances shall not be
affected thereby.

         28.     Corporate Authority. If Lessee signs as a corporation, each of
the persons executing this Lease on behalf of Lessee represents and warrants
that Lessee is a duly organized and existing corporation, that Lessee has and
is qualified to do business in Texas, that the corporation has full right and
authority to enter into this Lease, and that all persons signing on behalf of
the corporation were authorized to do so by appropriate corporate actions.

         29.     Title. This Lease is subject to all matters of record in the
Real Property Records of Montgomery County, Texas. Lessee understands that the
Land is or will be subject to a Parking Agreement with the Cynthia Woods
Mitchell Center for the Performing Arts ("Center") wherein the Center is given
rights to use parking spaces in the Parking Garage outside of the normal
Building operating hours. The hours of Center use are as follows:

<TABLE>
<CAPTION>
         Day                                                Hours
--------------------------                         --------------------------
<S>                                                <C>
Monday - Friday                                     6:00 P.M. - 12:00 A.M.
Saturday                                            2:00 P.M. - 12:00 A.M.
Sunday                                             12:00 P.M. - 12:00 A.M.
</TABLE>


                                       13
<PAGE>   14
By execution of the Lease, Lessee consents to all plats and replats of the
Land, if any, in compliance with all applicable laws.

         30.     Not an Offer. The submission of this Lease to Lessee shall not
be construed as an offer, nor shall Lessee have any rights with respect
thereto, unless Lessor executes a copy of this Lease and delivers the same to
Lessee.

         31.     Exhibits, Riders and Addenda. This Lease also includes and
incorporates herein for all purposes all attached Exhibits, Riders, and
Addenda, if any.

         32.     Joint and Several Tenancy. If more than one person executes
this Lease as Lessee, their obligations hereunder are joint and several, and
any act or notice of or to, or refund to, or the signature of, any one or more
of them, in relation to the renewal or termination of this Lease, or under or
with respect to any of the terms hereof shall be fully binding on each and all
of the persons executing this Lease as a Lessee.

         33.     Binding Effect. This Lease shall be binding upon and inure to
the benefit of the heirs, successors or assigns of Lessor and Lessee, subject
to the limitation on subleasing and assignment herein contained.

         34.     Entire Agreement. This Lease shall constitute the sole and
only agreement of Lessor and Lessee with regard to the lease of the Premises,
and shall supercede any prior or contemporaneous oral or written agreements.
This Lease may not be altered, changed or amended, except by an instrument in
writing, signed by both parties hereto.

         35.     Pronouns. Pronouns which refer to either Lessor or Lessee
shall be construed to mean the appropriate number and gender intended.

         36.     Force Majeure. If either party shall be delayed or prevented
from the performance of any act required hereunder by reason of acts of God,
strikes, lockouts, labor troubles, inability to procure materials, restrictive
governmental laws or regulations or other cause without fault and beyond the
control of the party obligated (Lessee's financial inability, such as inability
to obtain financing or lack of capital, excepted), performance of such act
shall be excused for the period of the delay, and the period for the
performance of any such act shall be extended by a period equal to the period
of such delay; provided, however, nothing in this Section shall excuse Lessee
from the prompt payment of any rental or other charge required of Lessee
hereunder, except as may be expressly provided elsewhere in this Lease.

         37.     General. Time is of the essence of this Lease. All rights and
remedies of Lessor and Lessee under this Lease shall be cumulative and none
shall exclude any other rights or remedies allowed by law. This Lease shall be
declared to be a Texas lease, and all of the terms hereof shall be construed
according to the laws of the State of Texas. Said Lease shall be performable
only in


                                       14
<PAGE>   15
Montgomery County, Texas, and venue for any action hereunder shall be
exclusively in Montgomery County, or in the Southern District of Texas, Houston
Division, as appropriate.

         IN TESTIMONY WHEREOF, the parties hereto have executed this Lease in
duplicate counterparts, each of which shall constitute an original but
collectively shall constitute only one document, such execution to be effective
on the date first above written.


                                  LESSOR

                                  WOODLANDS OFFICE EQUITIES-'95 LIMITED

                                  By:  The Woodlands Office Equities, Inc.,
                                       Its General Partner

Date: June 19, 1997               By: /s/ ERIC H. WOJNER
      -----------------------         ------------------------------------------
                                  Name:  Eric H. Wojner
                                        ----------------------------------------
                                  Title: Vice President/Investment Properties
                                         ---------------------------------------

                                                     Originator
                                                                      ----------
                                                     Legal
                                                                      ----------
                                                     Financial
                                                                      ----------



                                  LESSEE

                                  AMERICAN BIOMED
                                  ----------------------------------------------


Date: June 9, 1997                By: /s/ STEVEN B. RASH
      -----------------------         ------------------------------------------
                                  Name: Steven B. Rash
                                        ----------------------------------------
                                  Title: President & CEO
                                         ---------------------------------------




                                       15
<PAGE>   16
PARKWOOD I
OFFICE BUILDING
FIRST FLOOR
10077 GROGANS MILL ROAD



                            [DIAGRAM OF OFFICE SITE]

                                                            EXHIBIT A
                                                            ---------
                                                            Suite 100
                                                            2,883 RSF



                                                             INITIALS
                                                             SBR/EHW


JUNE 20, 1996
<PAGE>   17
                                   EXHIBIT B



American BioMed



Re: Leasehold improvements for 2,882 rentable square feet (2,506 usable square
    feet) of space in a building known as ________________ in The Woodlands,
    Texas.

Gentlemen:

     Lessor is pleased to quote for your approval the cost of work necessary to
construct the proposed leasehold improvements in the above referenced space.

The cost of work is based upon the attached drawings dated TBD.


<TABLE>
     <S>                          <C>
     Total Cost of Work            $ To be determined
                                   ------------------
     Lessor Allowance             ($         9,800.00)
                                   ------------------

     Total Amount Due from Lessee  $ To be determined
                                   ==================
</TABLE>

     If Lessor further agrees to perform, at your request, any additional or
non-standard work over and above that specified on the attached plans, such
work shall be performed by Lessor, at your sole expense, as a tenant extra.
Prior to commencing any such work requested by you, Lessor will submit to you
written estimates of the cost of any such work. Within one (1) week from the
date of submission thereof by Lessor, you shall either provide written approval
of the estimate for construction, submit to Lessor revisions in the plans and
specifications, or notify Lessor that the work is no longer requested. You agree
to pay Lessor promptly upon being billed therefore, the cost of all such work,
together with fifteen percent (15%) of the cost for Lessor's overhead. You
agree that in the event of default in payment thereof, Lessor shall (in
addition to all other remedies) have the same rights as in the event of
default of payment of rent under the Lease.

It is agreed that, notwithstanding the date provided in the Lease for the
commencement of the lease Term, your obligation for the payment of rental
thereunder shall not commence until Lessor has substantially completed all work
to be performed by Lessor pursuant to this agreement; provided, however, that
if Lessor shall be delayed in substantially completing the work as required
hereunder as a result of:

*If the Total Cost of work should exceed the Lessor Allowance of $9,800.00,
 Lessee agrees to pay to Lessor in cash the overage at move-in or reduce the
 scope of work.

                                                                 INITIALS
                                                                 SBR/EHW
<PAGE>   18
Leasehold Improvements
Page 2

     (a)  Your failure to timely furnish the information and approval as and
          when required;

     (b)  Your request for materials, finishes or installations other than
          specified on plans attached;

     (c)  Your changes in approved plans or specifications; or

     (d)  The performance by a person, firm or corporation employed by you and
          the completion of said work by said person, firm or corporation,

then the commencement of the term of the Lease ad the payment of rent
thereunder shall be accelerated by the number of days of such delay.

     All monies due from you for leasehold improvements must be paid to Lessor
prior to your occupancy of your space.

     Upon your approval as indicated below, Lessor will begin construction of
your leasehold improvements and estimate construction completion within 3 weeks
of commencement of construction.


                                        Sincerely,




/s/ STEVEN B. RASH    June 9, 1997      By: GERALD D. IRONS
------------------  ----------------       -----------------------------
Tenant Acceptance       Date                  Sales Director

                                            [ILLEGIBLE]
                                           -----------------------------
                                           Director of
                                           Tenant Improvements
<PAGE>   19
                                   EXHIBIT C
                               TO LEASE AGREEMENT

                             RULES AND REGULATIONS

PASSAGE WAY OBSTRUCTION

The sidewalks, entries, passages, courts, corridors and stairways shall not be
obstructed by any Lessee, its employees, contractors or agents, or used by them
for other purposes than for ingress and egress to and from their respective
suites.

UPKEEP OF PREMISES

All glass, locks and trimmings in or about the doors and windows, and all
electric globes and shades belonging to the Building shall be kept whole, and
whenever broken by the Lessee or its agents or invitees, shall be immediately
replaced or repaired and put in order by Lessee under the direction and to the
satisfaction of Lessor, and on removal shall be left whole and in good repair.

SKYLIGHTS AND WINDOWS

No floors, skylights or windows that reflect or admit light into the corridors
or passage-ways, or to any other place in the Building, shall be covered or
obstructed by any lessee. If Lessee desires blinds or window coverings, they
must be of such shade, color, material and make as shall be prescribed by
Lessor(and any awning proposed may be prohibited by Lessor).

SIGNAGE

No sign, advertisement, display, notice, or other lettering shall be exhibited,
inscribed, painted or affixed on any part of the outside of the Premises, or
inside, if visible from  the outside of the Building, unless Lessor has
approved in writing the color, size, style, and location thereof in the
Building. There shall be no duty on Lessor to allow any sign, advertisement or
notice to be inscribed, painted or affixed on any part of the inside or outside
of the Building unless provided for in the Lease. In addition, no symbol,
design, mark, or insignia adopted by Lessor for The Woodlands, or any part
thereof, shall be used in connection with the conduct of Lessee's business in
the Premises or elsewhere, without the prior written consent of Lessor. Signs
on doors will be placed for Lessee by a tradesman appointed by Lessor, the cost
to be paid by Lessee. A directory in a conspicuous place, with names of the
lessees, will be provided by Lessor; any necessary revision in this will be
made by Lessor within a reasonable time after notice from Lessee of the error
or change making the revision necessary. No furniture shall be placed in front
of the Building or in any lobby or corridor without written consent of Lessor.
Lessor shall have the right to remove all such signs and furniture without
notice to Lessee, at the expense of Lessee.


                                       1
<PAGE>   20
NOISE

No person shall disturb the occupants of the Building by the use of any musical
instruments, the making of unseemly noises, by the emission of odors or in any
other way.  No dogs or other animals shall be allowed in the Building, except
for guide animals of disabled persons. Guide animals, however, must not bother,
threaten, or harm persons unless provoked.

USE OF PREMISES

No portion of the Building shall be used for living, sleeping, residential or
lodging purposes, or for any immoral or unlawful purposes.

FIRE PROTECTION

Lessee shall not do or permit anything to be done in the Premises or the common
areas of the Building, or bring or keep anything therein, which might
invalidate or increase the rate of or make inoperative fire insurance on the
Building or property kept therein, or any other insurance policy carried by
Lessor on the Building or any part thereof, or obstruct or interfere with the
rights of other lessees, or in any way injure or annoy them, or conflict with
the laws relating to fire, or with any regulations of the fire department, or
conflict with any of the rules or ordinances of any city, county, state or
federal authority. Lessee shall not be permitted to use or keep in the Premises
or any portion of the Building any kerosene, camphene or other burning or
flammable fluids or explosives without the prior approval of Lessor.

PARKING

All vehicles will be parked within striped lanes. Parking across the stripes or
in unmarked areas, blocking of walkways, loading areas, entrances or driveways
will not be permitted. Unauthorized cars will not be allowed in the reserved
parking areas. Should such a situation exist, Lessor, at its option, shall have
the right to tow such vehicle away at the owner's expense.

BICYCLES

No bicycles or similar vehicles will be allowed in the Building.

JANITORIAL SERVICE

No Lessee shall employ any person or persons other than the janitor of the
Lessor for the purpose of cleaning or taking care of the premises leased,
without the written consent of Lessor. Lessor shall be in no way responsible to
any Lessee for any loss of property from the leased premises, however occurring,
or for any damage done to the furniture by the janitor or any of its employees,
or by any other person or person whomsoever.  Any person or persons employed by
Lessee, with the written consent of Lessor, must be subject to and under the
control and direction of the janitor of the Building at all times while working
in the Building. The janitor of the Building may at all times keep a pass key.
The janitor and other agents of Lessor shall at all times be allowed admittance
to said leased premises.


                                       2

<PAGE>   21
NON-STANDARD CLEANING AND MAINTENANCE

If Lessee requires cleaning or maintenance of specialty equipment or
non-standard tenant improvement furnishings (i.e., glass panels, special art
decor, non-standard floor coverings, non-standard lighting and specialized
equipment) as determined by Lessor, Lessee shall pay any additional cost
attributable thereto, plus 15% overhead.

EXCESS TRASH DISPOSAL

In the event Lessee must dispose of crates, boxes, etc., which will not fit
into office waste paper baskets, it will be the responsibility of Lessee to
dispose of same. In no event will Lessee set such items in the public areas of
the Building.

DEBRIS

Nothing shall be thrown out of the windows of the Building, or down the
stairways or other passages.

CARPET DAMAGE

Lessee will be responsible for any damage to carpeting and flooring as a result
of rust or corrosion of file cabinets, water staining from planters, excessive
wearing by roller chairs and metal objects.

MOVES

Movement in or out of the Building of furniture, equipment or materials which
requires use of elevators or stairways, or movement through the Building
entrances or lobby, shall be under the supervision of, and shall be restricted
to hours designated by Lessor. Such movement shall be carried out in the manner
agreed upon between Lessee and Lessor by prearrangement before performance. At
the time of such prearrangement, Lessor will set time, method and routing of
movement as well as limitations imposed by safety or other concerns which may
prohibit any item from being brought into the Building. Lessee assumes, and
shall indemnify Lessor against, all risks and claims of damage to persons
and/or properties arising in connection with any said movement.

Moves are to be scheduled, unless otherwise provided, for after 5:00 pm Monday
through Friday, and from 8:00 am to 6:00 pm on Saturdays and Sundays, legal
holidays excepted.

HEAVY EQUIPMENT

All safes or other heavy articles shall be carried up or into the premises only
at such times and in such manner as shall be prescribed by Lessor, and Lessor
shall in all cases have the right to specify the proper weight and position of
any such safe or other heavy article. Any damage done to the Building by taking
in or removing any safe or from overloading any floor in any way shall be paid
by Lessee. Defacing or injuring in any way any part of the Building by Lessee,
its agents or servants, shall be paid for by Lessee.



                                       3
<PAGE>   22
BUILDING HOURS

Lessor designated the following hours during which the Building will be in
operation:  7:00 am to 6:00 pm Monday through Friday, and 8:00 am to 2:00 pm on
Saturday, exclusive of Holidays. "Holidays", as used herein, shall mean New
Year's Day, Memorial Day, July 4, Labor Day, Thanksgiving and Christmas.

PROTECTION OF PREMISES

Lessee shall have the responsibility for protecting the Premises from theft,
robbery and pilferage.

AFTER HOURS AIR CONDITIONING AND HEATING

In the event Lessee desires air conditioning or heading service other than
during standard operating hours, the request must be made to Lessor within a
reasonable length of time prior to the need for service. This service will be
made available at Lessor's then prevailing rate established on an hourly basis.

NON-STANDARD USAGE OF UTILITIES AND SUPPLIES

Lessor reserves the right to sub-meter and charge at cost plus 15% overhead any
non-standard use of electricity, natural gas, water and other supplies of the
Building as determined by Lessor.

WATER USAGE

The water closets and other water fixtures shall not be used for any purpose
other than those for which they were intended, and any damage resulting to them
from misuse, or the defacing or injury of any part of the Building shall be
borne by the person who shall occasion it. No person shall waste water by
interfering with the faucets or otherwise.

LOCKS AND KEYS

Lessor agrees to furnish Lessee two keys for the doors entering the Building,
Lessee's suite and each entry door therein. Any additional keys will be
furnished at a charge by Lessor equal to its cost plus 15% overhead. No
additional locks shall be placed upon any doors without the written consent of
Lessor, nor shall any duplicate keys be made. All necessary keys shall be
furnished by Lessor, and the same shall be surrendered upon the termination of
this lease, and Lessee shall then give to Lessor or its agents explanation of
the combination of all locks upon the doors of vaults.

ELECTRICAL AND TELEPHONE SERVICE

If Lessee desires telegraphic, telephonic or other electric connections, Lessor
or its agents will direct the electricians as to where and how the wires may be
introduced, and without such direction no boring or cutting for wires will be
permitted. Access to any mechanical, electrical or telephone rooms must be
approved by Lessor.


                                       4
<PAGE>   23
ALTERATIONS AND CONTRACTOR APPROVAL

All contractors and/or technicians performing any alterations for Lessee within
the Building must be referred to Lessor for approval and shall, prior to
commencement, execute proper lien waivers.

ANTENNAE AND AERIALS

No aerial or antenna, including but not limited to, a satellite dish, shall be
erected on the roof or exterior walls of the Premises or Building in which the
Premises is a part without, in each instance, the prior written consent of
Lessor. Any aerial or antenna so installed without such written consent shall
be subject to removal by Lessor without notice at any time.

ADDITIONAL RULES AND REGULATIONS

Lessor reserves the right to make such other and further reasonable rules and
regulations as in its judgment may from time to time by necessary for the
safety, care and cleanliness of the Building and its occupants and for the
preservation of good order therein.

                                        /s/ STEVEN B. RASH
                                        ------------------------------------
                                        LESSEE



                                        /s/ F. EARL HIGGINS, JR.
                                        ------------------------------------
                                        F. Earl Higgins, Jr.
                                        Vice President, Property Management




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