BUSINESS CENTER LEASE


                          116 CORPORATE BOULEVARD LLC

                                      AND

                               ION NETWORKS, INC.




                                 July 21, 2003

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                               TABLE OF CONTENTS



ARTICLE 1.00  BASIC LEASE INFORMATION........................................1

ARTICLE 2.00  AGREEMENT......................................................2

ARTICLE 3.00  TERM, DELIVERY AND ACCEPTANCE OF PREMISES......................2
      3.01  GENERAL..........................................................2
      3.02  FAILURE TO DELIVER POSSESSION....................................2
      3.03  EARLY ACCESS.....................................................2
      3.04  CONDITION OF THE PREMISES........................................3

ARTICLE 4.00  MONTHLY BASE RENT..............................................3
      4.01  GENERAL..........................................................3
      4.02  ANNUAL MONTHLY BASE RENT ADJUSTMENT..............................3

ARTICLE 5.00  COMMON AREA MAINTENANCE, OPERATING EXPENSES....................3
      5.01  GENERAL..........................................................3
      5.02  ESTIMATED PAYMENTS...............................................4
      5.03  ANNUAL SETTLEMENT................................................4
      5.04  PRORATION UPON TERMINATION.......................................5
      5.05  OTHER TAXES......................................................5
      5.06  ADDITIONAL RENT..................................................5

ARTICLE 6.00  INSURANCE......................................................5
      6.01  LANDLORD'S INSURANCE.............................................5
      6.02  TENANT'S INSURANCE...............................................5
      6.03  FORMS OF THE POLICIES............................................6
      6.04  ADEQUACY OF COVERAGE.............................................6
      6.05  INADEQUATE INSURANCE.............................................6

ARTICLE 7.00  UTILITIES AND SERVICES.........................................6

ARTICLE 8.00  PROPERTY USE; .................................................6
      8.01  USE - GENERAL....................................................6
      8.02  OPERATION OF TENANT'S BUSINESS...................................7
      8.03  MANNER OF CONDUCTING BUSINESS....................................7
      8.04  TENANT PARKING...................................................7
      8.05  EXCLUSIVE USE....................................................7

ARTICLE 9.00  REQUIREMENTS OF LAW; FIRE INSURANCE............................7
      9.01  GENERAL..........................................................7
      9.02  TOXIC MATERIALS..................................................7
      9.03  CERTAIN INSURANCE RISKS..........................................8
      9.04  TENANT'S INSURANCE PAYMENTS......................................8

ARTICLE 10.00  ASSIGNMENT AND SUBLETTING.....................................8
      10.01  GENERAL.........................................................8
      10.02  LIMITATION ON REMEDIES..........................................8

ARTICLE 11.00  COMMON AREAS..................................................9

ARTICLE 12.00  LANDLORD'S SERVICES...........................................9
      12.01  LANDLORD'S REPAIR AND MAINTENANCE...............................9
      12.02  LANDLORD'S SERVICES............................................10
      12.03  LIMITATION ON LIABILITY........................................10

ARTICLE 13.00  TENANT'S REPAIRS.............................................10

ARTICLE 14.00  ALTERATIONS..................................................11

ARTICLE 15.00  MECHANICS' LIENS.............................................12

ARTICLE 16.00  END OF TERM..................................................12

ARTICLE 17.00  EMINENT DOMAIN...............................................12

ARTICLE 18.00  DAMAGE AND DESTRUCTION.......................................13

ARTICLE 19.00  SUBORDINATION................................................14
      19.01  GENERAL........................................................14
      19.02  ATTORNMENT.....................................................14

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ARTICLE 20.00  ENTRY BY LANDLORD............................................15

ARTICLE 21.00  INDEMNIFICATION, WAIVER AND RELEASE..........................15
      21.01  INDEMNIFICATION................................................15
      21.02  WAIVER AND RELEASE.............................................15

ARTICLE 22.00  SECURITY DEPOSIT.............................................16

ARTICLE 23.00  QUIET ENJOYMENT..............................................16

ARTICLE 24.00  EFFECT OF SALE...............................................16

ARTICLE 25.00  DEFAULT......................................................16
      25.01  EVENTS OF DEFAULT..............................................16
      25.02  LANDLORD'S REMEDIES............................................17
      25.03  CERTAIN DAMAGES................................................18
      25.04  CONTINUING LIABILITY AFTER TERMINATION.........................18
      25.05  CUMULATIVE REMEDIES............................................18

ARTICLE 26.00  RULES AND REGULATIONS........................................18

ARTICLE 27.00  SIGNS........................................................19

ARTICLE 28.00  MISCELLANEOUS................................................19
      28.01  NO OFFER.......................................................19
      28.02  JOINT AND SEVERAL LIABILITY....................................19
      28.03  NO CONSTRUCTION AGAINST DRAFTING PARTY.........................19
      28.04  TIME OF THE ESSENCE............................................19
      28.05  NO RECORDATION.................................................19
      28.06  NO WAIVER......................................................20
      28.07  LIMITATION ON RECOURSE.........................................20
      28.08  ESTOPPEL CERTIFICATES..........................................20
      28.09  WAIVER OF JURY TRIAL...........................................20
      28.10  NO MERGER......................................................20
      28.11  HOLDING OVER...................................................20
      28.12  NOTICES........................................................20
      28.13  SEVERABILITY...................................................21
      28.14  WRITTEN AMENDMENT REQUIRED.....................................21
      28.15  ENTIRE AGREEMENT...............................................21
      28.16  CAPTIONS.......................................................21
      28.17  NOTICE OF LANDLORD'S DEFAULT...................................21
      28.18  AUTHORITY......................................................21
      28.19  BROKERS........................................................21
      28.20  GOVERNING LAW..................................................21
      28.21  FORCE MAJEURE..................................................21
      28.22  LATE PAYMENTS..................................................22
      28.23  NO EASEMENTS FOR AIR OR LIGHT..................................22
      28.24  TAX CREDITS....................................................22
      28.25   RELOCATION OF PREMISES........................................22
      28.26  LANDLORD'S FEES................................................22
      28.27  BINDING EFFECT.................................................22

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                             BUSINESS CENTER LEASE

      THIS  BUSINESS  CENTER  LEASE  is  entered  into by  Landlord  and  Tenant
described  in the  following  Basic Lease  Information  on the Date which is set
forth for reference only in the following Basic Lease Information.

            Landlord and Tenant agree:

            ARTICLE 1.00  BASIC LEASE INFORMATION

            In addition to the terms which are defined  elsewhere in this Lease,
the following defined terms are used in this Lease:

                  (a)  DATE: July 21, 2003

                  (b)  TENANT: ION Networks, Inc.

                  (c)  TENANT'S ADDRESS:        1551   S. Washington  Ave
                                                Piscataway,  NJ 08854

                              Phone #           (800) 722-8986

                       Federal I.D. No. or SSN: ______________________

                  (d)  LANDLORD:                116 CORPORATE BOULEVARD LLC

                  (e)  LANDLORD'S   ADDRESS:    275   N. Franklin  Turnpike
                                                P.O. Box 369
                                                Ramsey, New Jersey 07446
                  with a copy at the
                  same time to:                 None

                  (f)  BUSINESS CENTER ADDRESS:       120 Corporate Blvd.
                                                      South Plainfield, NJ

                  (g)  LEASE  COMMENCEMENT  DATE:  August  1,  2003 or  Landlord
Delivery in accordance with Workletter  Exhibit C, whichever first occurs.  Rent
to commence 60 days from Lease Commencement Date.

                  (h)  EXPIRATION DATE:  July 31, 2006

                  (i)  SECURITY DEPOSIT: $12,836.00

                  (j)  FIRST MONTH'S MONTHLY BASE RENT:  $4,505.00

                  (k)  MONTHLY BASE RENT:  $4,505.00

                  (l)  LEASABLE AREA OF THE PREMISES:        7,000 s.f.

                  (m)  LEASABLE AREA OF THE BUSINESS CENTER:  84,884 s.f.

                  (n)  TENANT'S PRO RATA SHARE (of (n) above):  8.32%

                  (o)  FIRST  CALENDAR  YEAR  ESTIMATED   MONTHLY   PAYMENT  FOR
OPERATING EXPENSES: $1,913.00

                  (p)  USE PERMITTED: The Tenant covenants and agrees to use the
Leased Premises for Office, Light Manufacturing/Assembly, and Warehouse purposes
only.  Also,  Tenant's  use of the  Leased  Premises  is and shall be  expressly
subject  to all  applicable  zoning  ordinances,  rules and  regulations  of any
governmental  instrumentalities,  boards or bureaus having jurisdiction thereof.
Tenant agrees not to use or permit the Leased  Premises to be used for any other
purpose without the prior written consent of the Landlord.

                  (q)  BROKER:          None

                  (r)  GUARANTOR:       None

                  (s) ADDITIONAL RENT: In addition to monthly base rent,  Tenant
shall pay during the Lease term  additional rent consisting of all other sums of

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money, costs,  expenses,  fees or charges of any kind or amount whatsoever which
Tenant  assumes or agrees to pay, or which  becomes due and payable by Tenant to
Landlord pursuant to this Lease. Tenant shall pay Fixed Rent and Additional Rent
when same becomes due and payable  without any demand and without any abatement,
deduction or set-off whatsoever.  Fixed Rent and Additional Rent due and payable
for any partial month of Tenant's  occupancy shall be prorated and paid together
with the fixed rent due and payable on the first day of the month  subsequent to
the  commencement  date of the lease term. If tenant fails to pay any Fixed Rent
or Additional  Rent,  Landlord shall have available to it the remedies listed in
Article 25.02 in addition to any other remedies  provided by law or equity.  For
purposes  of this  Lease,  Additional  Rent  includes  any and all sums as shall
become due to the Landlord under this Lease that do not  constitute  Fixed Rent.
Unless otherwise  provided herein, any and all costs incurred in connection with
this  tenancy  shall  be  Tenant's  responsibilities  and  shall  be  considered
Additional Rent. Any amounts,  including without limitation  Operating Expenses,
which this Lease requires Tenant to pay in addition to Monthly Base Rent.

                  (t) LAND: The land on which the Business Center is located and
which is more particularly described on Exhibit A to this Lease.

                  (u) PREMISES and LEASABLE  AREA: The Premises shown on Exhibit
B to this Lease and known as Unit 104. The Premises do not include, and Landlord
reserves,  the  exterior  walls and roof of the  Premises,  the land beneath the
Premises, the pipes and ducts, conduits, wires, fixtures and equipment above the
suspended  ceiling  or  structural  elements  which  serve the  Premises  or the
Business Center; however,  Landlord has the right to enter the Premises in order
to install,  inspect,  maintain,  use,  repair and replace those areas and items
described in the preceding sentence.  Notwithstanding this paragraph,  "Leasable
Area of  Premises"  is  defined  as the area  measured  from the  outside of the
exterior  wall to outside of the exterior  wall.  In the event that a wall is an
interior, then the measurement is made to the center of the interior wall.

                  (v) BUSINESS  CENTER:  The Business  Center  consisting of the
Land and all improvements  built on the Land,  including without  limitation the
parking lot,  parking  structure  (if any),  walkways,  driveways,  fences,  and
landscaping.

                  (w) RENT: The Monthly Base Rent and Additional Rent.

                  These  exhibits  are attached to this Lease and are made parts
of this Lease:

            EXHIBIT A - Legal Description of the Business Center
            EXHIBIT B - The Premises
            EXHIBIT C - Workletter
            EXHIBIT D - Rules and  Regulations
            EXHIBIT E - Sign Criteria
            EXHIBIT F - Environmental  Specification
            EXHIBIT G - Option to Renew


            ARTICLE 2.00  AGREEMENT

Landlord  leases the Premises to Tenant,  and Tenant  leases the  Premises  from
Landlord, according to this Lease.


             ARTICLE 3.00 TERM, DELIVERY AND ACCEPTANCE OF PREMISES

      3.01 GENERAL. The duration of this Lease will be the "Term". The Term will
commence on the Commencement Date, and will expire on the Expiration Date.

      3.02  FAILURE TO DELIVER  POSSESSION.  If for any reason  Landlord  cannot
deliver  possession of the Premises to Tenant on the Commencement Date, (a) this
Lease will not be void or voidable,  (b)  Landlord  will not be liable to Tenant
for any resultant loss or damage,  and (c) unless  Landlord is unable to deliver
possession  of the  Premises  to  Tenant on the  Commencement  Date  because  of
Tenant's  delays,  Rent will be waived for the period  between the  Commencement
Date and the date on which  Landlord  delivers  possession  of the  Premises  to
Tenant.  If  delivery  of  possession  of the  Premises  is  delayed  beyond the
Commencement  Date and Tenant is not responsible for delays in completion of the
Premises, (i) the Commencement Date will be extended automatically,  one day for
each day after the Commencement Date and before delivery of possession; and (ii)
Landlord  and  Tenant  will  execute a  certificate  of the  Commencement  Date.
Landlord  will  construct  or install in the  Premises  the  improvements  to be
constructed or installed by Landlord according to Exhibit C. Landlord will be

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deemed  to have  delivered  possession  of the  Premises  to Tenant on the tenth
(10th) day after  Landlord  gives Tenant written notice either that Landlord has
substantially   completed   the   improvements   or  that   Landlord  will  have
substantially completed the improvements within ten (10) days after such notice,
in either case subject only to the completion of Landlord's  "punch-list"  items
which  do not  materially  interfere  with  Tenant's  use and  enjoyment  of the
Premises.

      3.03 EARLY  ACCESS.  If Tenant is permitted  access (and Landlord will not
unreasonably  withhold or delay  consent for Tenant to have early access) to the
Premises prior to the Commencement  Date for the purpose of installing  fixtures
or any other purpose permitted by Landlord, such early entry will be at Tenant's
sole risk and  subject to all the terms and  provisions  of this Lease as though
the Commencement Date had occurred,  except for the payment of Monthly Base Rent
which will commence on the Commencement  Date.  Tenant,  its agents or employees
will not interfere with or delay  Landlord's  completion of  construction of the
improvements and all rights of Tenant under this Section 3.03 will be subject to
the requirements of all applicable  building codes and zoning requirements so as
not to interfere with Landlord's obtaining of a certificate of occupancy for the
Premises.  Landlord  has the  right to  impose  such  additional  conditions  on
Tenant's early entry as Landlord, in its sole discretion, deems appropriate, and
will  further  have the right to require  that  Tenant  execute  an early  entry
agreement containing such conditions prior to Tenant's early entry.

      3.04 CONDITION OF THE PREMISES.  Prior to the  Commencement  Date,  Tenant
will conduct a walk-through inspection of the Premises with Landlord and prepare
a punch-list of items needing additional work by Landlord.  Other than the items
specified in the punch-list, by taking possession of the Premises Tenant will be
deemed to have accepted the Premises in their  condition on the date of delivery
of possession. The punch-list will not include any damage to the Premises caused
by Tenant's move-in or early access, if permitted.  Damage caused by Tenant will
be repaired or corrected by Landlord,  at Tenant's expense.  Tenant acknowledges
that neither Landlord nor its agents or employees have made any  representations
or warranties as to the  suitability  or fitness of the Premises for the conduct
of Tenant's business or for any other purpose, nor has Landlord or its agents or
employees  agreed to undertake any alterations or construct any  improvements to
the Premises  except as  expressly  provided in this Lease and Exhibit C to this
Lease.  If  Tenant  fails  to  submit  a  punch-list  to  Landlord  prior to the
Commencement  Date, it will be deemed that there are no items needing additional
work or repair.  Landlord's  contractor will complete all reasonable  punch-list
items within  thirty (30) days after the  walk-through  inspection or as soon as
practicable after such walk-through.


            ARTICLE 4.00 MONTHLY BASE RENT

      4.01 GENERAL.  Throughout the Term of this Lease,  Tenant will pay Monthly
Base Rent to Landlord as rent for the  Premises.  Monthly Base Rent will be paid
in advance on or before the first day of each calendar month of the Term. If the
Term  commences on a day other than the first day of a calendar month or ends on
a day other than the last day of a calendar  month,  then Monthly Base Rent will
be appropriately prorated by Landlord for such month. If the Term commences on a
day other than the first day of a calendar month, then the prorated Monthly Base
Rent for such month will be paid on or before the first day of the Term. Monthly
Base Rent  will be paid to  Landlord,  without  notice or  demand,  and  without
deduction  or  offset,  in  lawful  money of the  United  States of  America  at
Landlord's  address,  or to such other person or at such other place as Landlord
may from time to time designate in writing. In the event of the existence of any
rent,  additional  rent or other  charges and expenses  contemplated  this Lease
which are in arrears,  Landlord  shall credit any payments first to such arrears
and then to Tenant's current obligations.

      4.02  ANNUAL MONTHLY BASE RENT ADJUSTMENT.

      YEAR               BASE RENT ANNUALLY         BASE RENT MONTHLY
      ----               ------------------         -----------------

08/01/03-09/30/03                 $0                         $0
10/01/03-07/31/04            $54,060.00                  $4,505.00
08/01/04-07/31/05            $54,060.00                  $4,505.00
08/01/05-07/31/06            $54,060.00                  $4,505.00



            ARTICLE 5.00  COMMON AREA MAINTENANCE, OPERATING EXPENSES

      5.01 GENERAL.  In addition to Monthly Base Rent,  Tenant will pay Tenant's

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Pro Rata Share of the Operating  Expenses paid,  payable or incurred by Landlord
in each calendar year or partial calendar year during the Term.

      As used in this Lease, the term "Operating Expenses" means:

            (a) all  costs  of  management,  operation  and  maintenance  of the
Business  Center (any of which may be furnished  by an  affiliate of  Landlord),
including without  limitation:  cleaning,  landscaping,  lighting,  maintaining,
painting,  repairing,  and replacing (except to the extent proceeds of insurance
or condemnation awards are available) any common areas;  maintaining,  repairing
and  replacing,  cleaning,  lighting,  removing  snow  and  ice,  painting,  and
landscaping  of all  vehicle  parking  areas and  other  outdoor  common  areas,
including any Business Center signage (other than Tenant's signs);  repairing or
replacing  roof;  providing  security  (Landlord  not  incurring or assuming any
obligation  to provide  such  protection  or security or any  liability  for the
failure of the same);  seasonal  holiday  decorations;  removing  trash from the
common areas;  the charges for rubbish  containers  and removal  (except that at
Landlord's  option  Tenant shall be directly  responsible  for  contracting  for
providing for rubbish  containers and removal subject to Landlord's  approval of
the  provisions  and  conditions of the  agreement  therefore  providing  public
liability, property damage, fire, and extended coverage and such other insurance
as Landlord  deems  appropriate;  total  compensation  and  benefits  (including
premiums for workmen's compensation and other insurance) paid to or on behalf of
employees for work at the Business  Center;  supplies;  fire protection and fire
hydrant charges; steam, water and sewer charges; gas, electricity, and telephone
utility  charges;  licenses and permit fees;  depreciation  of equipment used in
operating  and  maintaining  the  common  areas and rent paid for  leasing  such
equipment; real property taxes, assessments, impositions, (and any tax levied in
whole or in part in lieu of real property taxes); and any other costs,  charges,
and expenses  which under  generally  accepted  accounting  principles  would be
regarded as maintenance and operating expenses

            (b) the cost (amortized over such reasonable period as Landlord will
determine) of any capital  improvements (i) cost (amortized over such reasonable
period as Landlord  will  determine)  which are made to the  Business  Center by
Landlord  during  the Term and which are  intended  to  reduce  other  Operating
Expenses,  or (ii) which are made to the Business  Center by Landlord  after the
Date and which are required under any  governmental  law or regulation  that was
not applicable to the Business Center at the time it was constructed and are not
a result  of  Tenant's  unique  use of the  Premises.  The  cost of any  capital
improvements which are required to be made to the Business Center after the Date
as a result of Tenant's  unique use of the Premises  will be made by Landlord at
Tenant's sole cost and expense.

      Operating  Expenses will not include  depreciation  on the Business Center
(other than depreciation on personal  property,  equipment,  window coverings on
exterior  windows  provided by Landlord and  carpeting in public  corridors  and
common  areas),  costs of  improvements  made for other  tenants of the Business
Center,  real estate broker's  commissions,  mortgage interest and capital items
other than those referred to in clause (b).

      5.02 ESTIMATED PAYMENTS. In addition to Monthly Base Rent, Tenant will pay
to  Landlord  in  advance  on the  first  day of  each  month  during  the  Term
one-twelfth  (l/12) of Tenant's Pro Rata Share of estimated  Operating  Expenses
paid,  payable or incurred during the subject  calendar year or partial calendar
year (the "Estimated Operating Expenses").  The Estimated Operating Expenses are
subject to revision according to the further provisions of this Section 5.02 and
Section 5.03. During December of each calendar year or as soon after December as
practicable,  Landlord will give Tenant written notice of Landlord's  reasonable
estimate of the amounts  payable  under  Section  5.01 for the ensuing  calendar
year. On or before the first day of each month during the ensuing calendar year,
Tenant  will pay to Landlord in advance  one-twelfth  (1/12) of such  reasonable
estimated amount; however, if such notice is not given in December,  Tenant will
continue to pay on the basis of the prior year's  estimate until the month after
such notice is given;  provided  that in the month Tenant first pays  Landlord's
new estimate Tenant will pay to Landlord the difference between the new estimate
and the amount payable under the prior year's  estimate for each month which has
elapsed  since  December.  If at any  time or  times it  reasonably  appears  to
Landlord that the amount  payable  under  Section 5.01 for the current  calendar
year will vary from  Landlord's  estimate,  Landlord  may, by written  notice to
Tenant,  revise  Landlord's  estimate for such year, and subsequent  payments by
Tenant for such year will be based upon Landlord's reasonably revised estimate.

      5.03 ANNUAL  SETTLEMENT.  Within  ninety (90) days after the close of each
calendar  year or as soon after  such  ninety  (90) day  period as  practicable,
Landlord  will deliver to Tenant a statement of amounts  payable  under  Section
5.01 for such  calendar  year.  The Tenant  shall have the right to receive from
Landlord  documentation  of all  chargeable  items billed,  including  copies of

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invoices  and  payments.  The Tenant  shall  have the right to audit  Landlord's
statement  for a period  within  ninety  (90)  days  from the  rendering  of the
statement by the  Landlord.  If such  statement  shows an amount owing by Tenant
that is less than the  estimated  payments  previously  made by Tenant  for such
calendar year, the excess will be held by Landlord and credited against the next
payment of Rent; however, if the Term has ended and Tenant was not in default at
its end,  Landlord will refund the excess to Tenant.  If such statement shows an
amount owing by Tenant that is more than the estimated payments  previously made
by Tenant for such  calendar  year  Tenant will pay the  deficiency  to Landlord
within thirty (30) days after the delivery of such statement.

      5.04 PRORATION UPON TERMINATION. If, for any reason other than the default
of Tenant,  this Lease ends on a day other than the last day of a calendar year,
the  amount  of  increase  (if any) in  Operating  Expenses  payable  by  Tenant
applicable  to the calendar  year in which this Lease ends will be calculated on
the basis of actual expenses for the period up to the Lease termination date.

      5.05 OTHER TAXES.  Tenant will reimburse  Landlord upon demand for any and
all taxes payable by Landlord  (other than net income taxes)  whether or not now
customary or within the contemplation of Landlord and Tenant: (a) upon, measured
by or  reasonably  attributable  to the cost or value of  Tenant's  merchandise,
equipment,  furniture,  fixtures  and other  personal  property  located  in the
Premises or by the cost or value of any leasehold improvements made in or to the
Premises by or for Tenant,  regardless of whether title to such  improvements is
in  Tenant  or  Landlord;  (b)  upon or  measured  by Rent,  including,  without
limitation,  any gross income tax or excise tax levied by the federal government
or any other  governmental body with respect to the receipt of Rent; (c) upon or
with respect to the possession,  leasing,  operation,  management,  maintenance,
alteration, repair, use or occupancy by Tenant of the Premises or any portion of
the  Premises;  (d) upon this  transaction  or any document to which Tenant is a
party creating or transferring  an interest or an estate in the Premises.  If it
is not lawful for Tenant to  reimburse  Landlord,  the Rent  payable to Landlord
under this Lease will be revised to yield to Landlord  the same net rental after
the  imposition  of any such tax upon  Landlord  as would  have been  payable to
Landlord prior to the imposition of any such tax.

      Tenant  will pay  promptly  when due all sales,  merchandise  or  personal
property taxes on Tenant's personal property in the Premises and any other taxes
payable  by Tenant,  the  nonpayment  of which  might give rise to a lien on the
Premises or the Tenant's interest in the Premises.

      5.06 ADDITIONAL RENT.  Amounts payable by Tenant according to this Article
5.00 will be payable as Rent,  without  deduction or offset.  If Tenant fails to
pay any amounts due according to this Article  5.00,  Landlord will have all the
rights and remedies available to it on account of Tenant's failure to pay Rent.


            ARTICLE 6.00  INSURANCE

      6.01  LANDLORD'S  INSURANCE.  At all times  during the term of this Lease,
Landlord  will  carry and  maintain  (a) fire and  extended  coverage  insurance
covering  full  replacement  cost agreed value of the Business  Center,  parking
structure  (if  any)  and  the  Business  Center's  equipment  and  common  area
furnishings,  and (b) public  liability  and property  damage  insurance in such
amounts as Landlord  determines from time to time in its reasonable  discretion.
Tenant will reimburse  Landlord,  as an Operating Expense,  for the costs of all
such insurance in accordance  with Article 5.00 and in particular  Article 5.06,
as Additional Rent.

      6.02  TENANT'S  INSURANCE.  At all times  during  the term of this  Lease,
Tenant will carry and maintain, at Tenant's expense, the following insurance, in
the amounts  specified  below or such other amounts as Landlord may from time to
time reasonably  request,  with insurance companies and on forms satisfactory to
Landlord:

            (a) Public liability and property damage liability insurance, with a
combined  single  occurrence  limit of not  less  than  $l,000,000.00.  All such
insurance will specifically include,  without limitation,  contractual liability
coverage for the performance by Tenant of the indemnity  agreements set forth in
Article 21.00 of this Lease.

            (b) Fire and extended  coverage  insurance  covering  all  leasehold
improvements in the Premises and all of Tenant's merchandise,  equipment,  trade
fixtures, appliances, furniture, furnishings and personal property, from time to
time  in,  on,  or upon  the  Premises,  in an  amount  not  less  than the full
replacement cost without deduction for depreciation from time to time during the

                                       5
<PAGE>

term of this Lease,  providing protection against all perils included within the
classification  of  fire,  extended  coverage,  vandalism,  malicious  mischief,
special extended peril (all risk), boiler, glass breakage and sprinkler leakage.
All policy  proceeds will be used for the repair or  replacement of the property
damaged or  destroyed;  however,  if this Lease ceases under the  provisions  of
Article 18.00,  Tenant will be entitled to any proceeds resulting from damage to
Tenant's merchandise, equipment, trade fixtures, appliances, furniture, Tenant's
supplied  improvements,  personal  property and Tenant's  business  interruption
insurance, and Landlord will be entitled to all other proceeds.

            (c) Workmen's compensation insurance insuring against and satisfying
Tenant's  obligations and liabilities  under the workmen's  compensation laws of
the state in which the Premises are located.

      6.03 FORMS OF THE  POLICIES.  All  policies of liability  insurance  which
Tenant is obligated  to maintain  according to this Lease (other than any policy
of workmen's  compensation  insurance) will name Landlord and such other persons
or  firms  as  Landlord  specifies  from  time to time as  additional  insureds.
Original  or true  copies of  original  policies  (together  with  copies of the
endorsements  naming Landlord and any others specified by Landlord as additional
insureds)  and evidence of the payment of all premiums of such  policies will be
delivered to Landlord prior to Tenant's  occupancy of the Premises and from time
to time at least  thirty (30) days prior to the  expiration  of the term of each
such  policy.  All public  liability  and  property  damage  liability  policies
maintained  by Tenant  will  contain a  provision  that  Landlord  and any other
additional insureds, although named as an insured, will nevertheless be entitled
to recover under such policies for any loss sustained by Landlord and such other
additional  insureds,  its  agents  and  employees  as a  result  of the acts or
omissions of Tenant.  All such  policies  maintained by Tenant will provide that
they may not be  terminated  or amended  except  after  thirty  (30) days' prior
written notice to Landlord. All public liability,  property damage liability and
casualty policies maintained by Tenant will be written as primary policies,  not
contributing  with and not supplemental to the coverage that Landlord may carry.
No insurance  required to be  maintained  by Tenant by this Article 6.00 will be
subject to more than a $250 deductible  limit without  Landlord's  prior written
consent.  All Tenant's policies required to be maintained under this Lease shall
contain "severability of interests" and "cross liability" endorsements, and such
policies shall be written by an insurance company having a Best Rating of A (VI)
or better.

      6.04  ADEQUACY OF COVERAGE.  Landlord,  its agents and  employees  make no
representation  that the limits of  liability  specified to be carried by Tenant
pursuant to this Article 6.00 are adequate to protect Tenant. If Tenant believes
that any of such  insurance  coverage  is  inadequate,  Tenant will  obtain,  at
Tenant's  sole  expense,  such  additional  insurance  coverage as Tenant  deems
adequate.

      6.05  INADEQUATE  INSURANCE.  Upon  failure  of Tenant to comply  with the
provisions  of Article 6.00, in addition to any other rights and remedies of the
Landlord,  Landlord  shall  have a right to obtain  such  insurance,  to pay the
premiums  for the same,  and to recover  the cost of such  insurance  at once as
additional rent due from Tenant to Landlord under this Lease.


            ARTICLE 7.00  UTILITIES AND SERVICES

      Tenant will make  application for all services and pay all initial utility
deposits  and fees,  and all monthly  service  charges  for water,  electricity,
sewage, gas, telephone, and any other utility services furnished to the Premises
and the  improvements on the Premises during the term of this Lease. If any such
services are not separately metered or billed to Tenant but rather are billed to
and paid by Landlord, Tenant will pay to Landlord Tenant's Pro Rata Share of the
cost of such services in accordance with Article 5.00 and in particular, Article
5.06, as Additional Rent.

      Tenant shall be  responsible to keep the store windows and frames clean at
all times and shall contract with a professional  window cleaner at its own cost
and expense to wash the interior and exterior of the windows on a weekly basis.


            ARTICLE 8.00  USE OF PROPERTY

            (a) The  Property  may only be used for the use set forth in section
l(p) and all uses incidental thereto.

            (b)  Notwithstanding  the foregoing,  Tenant shall not use or permit

                                       6
<PAGE>

the Property to be used for (i) any unlawful  purpose;  (ii) in violation of any
certificate  of  occupancy  covering  the  Property;  (iii)  any use  which  may
constitute a public or private  nuisance or make voidable any insurance in force
relating to the Property;  (iv) any purpose  which  creates or produces  noxious
odors,  smoke,  fumes,  emissions,  noise or  vibrations;  or (v) any use  which
involves or results in the generation,  manufacture,  refining,  transportation,
treatment,  storage,  handling or disposal of  petroleum  products or  hazardous
substances or wastes.  However, the Tenant may store and handle substances which
are classified as hazardous  provided they are essential to the normal operation
of Tenant's business, a list of all such products are provided to Landlord,  and
further  provided that such  substances  are stored,  handled and disposed of in
accordance with applicable State and Federal statutes and regulations.

            (c) Tenant shall not cause or permit any  overloading  of the floors
of the  Building.  Tenant shall not install any equipment or other items upon or
through the roof, or cause openings to be made in the roof,  without  Landlord's
prior written consent. Tenant shall not install any underground storage tanks or
facilities at the Property.

            (d) No  storage  of any  goods,  equipment  or  materials  shall  be
permitted outside the Building on the Property.

            (e) The  tenant  shall  furnish  to the  Leased  Premises  and shall
maintain  in  good  operating   condition   throughout  the  term  hereof,  fire
extinguishers,  in such  quantities  and of such  type as may be  required  from
time-to-time  by  Landlord's  fire or  casualty  insurance  carrier  in order to
achieve the lowest  possible fire insurance  rating for said Leased Premises and
the buildings or buildings wherein the same are situate.

            (f) Lessee's occupancy of the Demised Premised shall include the use
of  parking  spaces  in  the  building  parking  area  in  accordance  with  its
proportionate share. Lessee shall, upon request,  promptly furnish to Lessor the
license  numbers of the cars operated by Lessee and its  subtenants,  licensees,
invitees, concessionaires, officers and employees


            ARTICLE 9.00  REQUIREMENTS OF LAW; FIRE INSURANCE

      9.01 GENERAL. Tenant, at its expense, shall obtain all permits, approvals,
and  certificates  required  by any  governmental  body and will comply with all
applicable governmental laws, orders and regulations,  and with any direction of
any  public  officer  or  officers,  according  to law,  which  will  impose any
violation,  order or duty upon  Landlord or Tenant with respect to the Premises,
or their use or occupancy.

      9.02  TOXIC  MATERIALS.  Tenant  will not  store,  use or  dispose  of any
hazardous,  toxic or  radioactive  matter in, on, or about the  Premises  or the
Business Center.

      9.03 CERTAIN INSURANCE RISKS.  Tenant will not do or permit to be done any
act or thing upon the Premises which would (a) jeopardize or be in conflict with
fire insurance  policies  covering the Business Center and fixtures and property
in the Business Center, or (b) increase the rate of fire insurance applicable to
the  Business  Center to an amount  higher  than it  otherwise  would be for the
general use as a Business  Center,  or (c) subject  Landlord to any liability or
responsibility  for injury to any person or persons or to  property by reason of
any business or operation  being  carried on upon the  Premises;  however,  this
Section  9.03 will not prevent  Tenant's  use of the  Premises  for the purposes
stated in Article 1.00.

      9.04 TENANT'S INSURANCE PAYMENTS.  If, as a result of any act or omission,
other than the permitted use, by Tenant or violation of this Lease,  the rate of
fire insurance  applicable to the Business Center or any other insurance carried
by Landlord is increased to an amount higher than it otherwise  would have been,
Tenant will reimburse  Landlord for the increased  cost of Landlord's  insurance
premiums.  Such  reimbursement  will be Rent  payable  upon the first day of the
month following  Landlord's delivery to Tenant of a statement showing payment by
Landlord for such increased insurance  premiums.  In any action or proceeding in
which Landlord and Tenant are parties,  a schedule or "make up" of rates for the
Business  Center or Premises  issued by the body making fire insurance rates for
the Premises or a notice from Landlord's insurer will be presumptive evidence of
the facts stated and of the several items and charges in the fire insurance rate
then applicable to the Premises.

                                       7
<PAGE>

            ARTICLE 10.00  ASSIGNMENT AND SUBLETTING

      10.01 GENERAL.  Tenant,  for itself, its heirs,  distributees,  executors,
administrators, legal representatives, successors and assigns, covenants that it
will not assign,  mortgage or encumber this Lease,  nor sublease,  or permit the
Premises or any part of the  Premises to be used or occupied by others,  without
the prior written consent of Landlord in each instance, which consent may not be
unreasonably  withheld or delayed.  The  transfer of control or of a majority of
the issued and outstanding capital stock of any corporate tenant or subtenant of
this Lease or a majority interest in any partnership tenant (excluding  transfer
of said partnership  interest to the remaining partner in the event of the death
of the other  partner)  or  subtenant,  however  accomplished,  and whether in a
single transaction or in a series of transactions, will be an assignment of this
Lease or of such sublease  requiring  Landlord's  prior written  consent in each
instance. The transfer of outstanding capital stock of any corporate tenant, for
purposes  of this  Article  10.00,  will not  include  any sale of such stock by
persons other than those deemed  "insiders" within the meaning of the Securities
Exchange  Act  of  1934  as  amended,   and  which  sale  is  effected   through
"over-the-counter-market" or through any recognized stock exchange.

            Any  assignment  or sublease in violation of this Section 10.01 will
be  void.  If this  Lease is  assigned,  or if the  Premises  or any part of the
Premises are  subleased or occupied by anyone other than Tenant,  Landlord  may,
after default by Tenant, collect rent from the assignee,  subtenant or occupant,
and apply the net amount collected to Rent. No assignment,  sublease,  occupancy
or  collection  will be deemed (a) a waiver of the  provisions  of this  Section
10.01;  or (b) the acceptance of the assignee,  subtenant or occupant as Tenant;
or (c) release Tenant from the further performance by Tenant of covenants on the
part of Tenant contained in this Lease. The consent by Landlord to an assignment
or sublease will not be construed to relieve  Tenant from  obtaining  Landlord's
prior  written  consent in writing to any further  assignment  or  sublease.  No
permitted subtenant will assign or encumber its sublease or further sublease all
or any portion of its subleased  space, or otherwise  permit the subleased space
or any part of its  subleased  space to be used or occupied  by others,  without
Landlord's prior written consent in each instance. In the event of such default,
at the Landlord's  option,  any future  extensions of this Lease may be declared
null and void.

      10.02  LIMITATION  ON REMEDIES.  Tenant will not be entitled to make,  nor
will Tenant make, any claim,  and Tenant by this Section  waives any claim,  for
money  damages  (nor will  Tenant  claim any money  damages  by way of  set-off,
counterclaim  or  defense)  based  upon any claim or  assertion  by Tenant  that
Landlord  has  unreasonably  withheld  or  unreasonably  delayed  its consent or
approval to a proposed  assignment or subletting as provided for in this Article
10.00.  Tenant's sole remedy will be an action or proceeding to enforce any such
provision, or for specific performance, injunction, or declaratory judgment.


            ARTICLE 11.00  COMMON AREAS

      As used in this Lease, the term "common areas" means,  without limitation,
any hallways,  entryways,  stairs,  elevators,  driveways,  walkways,  terraces,
docks, loading areas, trash facilities and all other areas and facilities in the
Business  Center which are provided and designated from time to time by Landlord
for the general nonexclusive use and convenience of Tenant with other tenants of
the  Business  Center  and  their  respective  employees,  customers,  invitees,
licensees or other visitors.  Landlord grants Tenant,  its employees,  invitees,
licensees  and other  visitors a  nonexclusive  license  for the Term to use the
common areas in common with others  entitled to use the common areas  including,
without limitation, Landlord and other tenants of the Business Center, and their
respective employees,  customers,  invitees,  licensees and visitors,  and other
persons  authorized  by Landlord,  subject to the terms and  conditions  of this
Lease.  Without advance notice to Tenant (except with respect to matters covered
by  subsection  (a) below) and without any  liability  to Tenant in any respect,
Landlord will have the right to:

            (a)  establish  and  enforce   reasonable   rules  and   regulations
concerning the maintenance, management, use and operation of the common areas;

            (b) close off any of the common areas to whatever extent required in
the opinion of Landlord  and its counsel to prevent a  dedication  of any of the
common  areas or the  accrual  of any  rights by any person or the public to the
common areas,  provided such closure does not deprive Tenant of the  substantial
benefit and enjoyment of the Premises;

            (c)  temporarily  close any of the  common  areas  for  maintenance,
alteration or improvement purposes;

                                       8
<PAGE>

            (d) select,  appoint or contract  with any person for the purpose of
operating and  maintaining  the common areas,  subject to such terms and at such
rates as Landlord deems reasonable and proper;

            (e) change the size,  use, shape or nature of any such common areas,
provided  such  change does not deprive  Tenant of the  substantial  benefit and
enjoyment  of the  Premises.  So long as  Tenant  is not  thus  deprived  of the
substantial  use and benefit of the Premises,  Landlord will also have the right
at any time to change the arrangement or location of, or both, or to regulate or
eliminate the use of, any concourse,  parking spaces,  garage, or any elevators,
stairs,  toilets or other public  conveniences in the Business  Center,  without
incurring any  liability to Tenant or entitling  Tenant to any abatement of rent
and such  action  will not  constitute  an actual or  constructive  eviction  of
Tenant; and

            (f) erect one or more  additional  buildings  on the  common  areas,
expand the  existing  Business  Center to cover a portion  of the common  areas,
convert common areas to a portion of the Business Center, or convert any portion
of the Business  Center to common areas.  Upon erection or change of location of
the  buildings,  the  portion of the  Business  Center upon which  buildings  or
structures have been erected will no longer be deemed to be a part of the common
areas.  In the  event of any  such  changes  in the size or use of the  Business
Center or common  areas,  Landlord  will make an  appropriate  adjustment in the
Leasable  Area of the  Business  Center and in Tenant's  Pro Rata Share  payable
pursuant to Article 5.00 of this Lease.


            ARTICLE 12.00  LANDLORD'S SERVICES

      12.01 LANDLORD'S REPAIR AND MAINTENANCE.  Landlord will maintain,  repair,
restore, repaint and replace the common areas of the Business Center, including,
without  limitation,  landscaping,  asphalt,  and the  mechanical,  plumbing and
electrical  equipment  serving the common areas,  in  reasonably  good order and
condition, except for (a) any damage occasioned by the negligent or willful acts
or omissions of Tenant,  Tenant's agents,  employees or invitees, (b) any damage
occasioned  by the  failure  of Tenant to  perform  or  comply  with any  terms,
conditions or covenants in this Lease;  (c) ordinary wear and tear;  and (d) any
structural alterations or improvements required by Tenant's use and occupancy of
the Premises,  which damage will be repaired by Landlord at Tenant's expense. As
a condition  precedent  to all  obligations  of Landlord to repair,  restore and
maintain under this Section 12.01, Tenant must notify Landlord in writing of the
need for such repairs,  restoration or  maintenance.  Landlord shall provide all
existing  mechanical  systems in working order and will warranty the  mechanical
systems for one (1) year (parts and labor) from Lease  Commencement Date. Tenant
is responsible for all normal, scheduled maintenance for mechanical systems from
Lease Commencement Date.

      Tenant will  reimburse  Landlord  for Tenant's Pro Rata Share of the costs
which Landlord incurs in performing its repair and maintenance  obligations with
respect to the Business  Center,  except for structural wall and structural roof
repairs, if any.  Reimbursement by Tenant to Landlord for Tenant's share of such
costs will be made within  thirty  (30) days of receipt of a statement  for such
changes.  These  amounts due and  payable  shall be paid as  Additional  Rent in
accordance  with  Article  5.06.  If Landlord  fails to  commence  the making of
repairs within thirty (30) days after such notice, so long as such repairs could
have been accomplished within the time period based on a commercially reasonable
standard,  and the failure to repair has materially interfered with Tenant's use
of the Premises,  Tenant's sole right and remedy for such failure on the part of
the Landlord will be to cause such repairs to be made and to charge Landlord the
reasonable  cost of such repairs.  If the repair is necessary to end or avert an
emergency and if Landlord after  receiving  notice from Tenant of such necessity
fails to commence  repair as soon as  reasonably  possible,  Tenant may do so at
Landlord's cost, without waiting thirty (30) days.

      12.02  LANDLORD'S  SERVICES.  Landlord will keep the common areas (a) in a
clean and orderly  condition and free of snow, ice and debris (steps,  walkways,
approaches and entrances  adjacent to the demised  Premises  excepted);  and (b)
properly  lighted and  landscaped.  Landlord  will not be in default  under this
Lease or be liable for any damages  directly or indirectly  resulting  from, nor
will the Rent be abated by reason of, (i) the installation, use, or interruption
of use of any  equipment  in  connection  with  the  furnishing  of any of  such
services, (2) failure to furnish, or delay in furnishing, any such services when
such  failure  or delay is  caused  by  accident  or any  condition  beyond  the
reasonable  control  of  Landlord  or by the  making  of  necessary  repairs  or
improvements to the Premises or to the Business  Center,  or (3) the limitation,
curtailment,  rationing or restriction on use of water, electricity,  gas or any

                                       9
<PAGE>

other form of energy serving the Premises or the Business Center.  Landlord will
use reasonable  efforts to remedy  diligently any interruption in the furnishing
of such services.

      12.03  LIMITATION ON  LIABILITY.  Landlord will not be liable to Tenant or
any other  person,  for direct or  consequential  damage or  otherwise,  for any
failure to supply any heat,  air  conditioning,  elevator,  cleaning,  lighting,
security or other  service  Landlord has agreed to supply during any period when
Landlord used reasonable  diligence to supply such services.  Landlord  reserves
the right to  discontinue  temporarily  such  services,  or any of them, at such
times as may be necessary by reason of accident;  unavailability  of  employees;
repairs,  alterations or improvements;  strikes;  lockouts;  riots; acts of God;
governmental  preemption in connection with a national or local  emergency;  and
rule, order or regulation of any governmental  agency;  conditions of supply and
demand  which  make any  product  unavailable;  Landlord's  compliance  with any
mandatory governmental energy conservation or environmental  protection program,
or any voluntary  governmental energy conservation  program at the request of or
with  consent or  acquiescence  of  Tenant;  or any other  happening  beyond the
control of Landlord.  Landlord  will not be liable to Tenant or any other person
or entity for direct or consequential damages resulting from the admission to or
exclusion from the Business Center of any person. In the event of invasion, mob,
riot, public excitement or other  circumstances  rendering such action advisable
in Landlord's sole opinion, Landlord will have the right to prevent access to or
from the Business  Center  during the  continuance  of the same by such means as
Landlord,  in its sole  discretion,  may deem  appropriate,  including,  without
limitation,  locking  doors and closing  parking  areas and other common  areas.
Landlord  will not be liable for damages to person or property or for injury to,
or interruption of, business for any discontinuance permitted under this Article
12.00,  nor will such  discontinuance  in any way be construed as an eviction of
Tenant or cause an  abatement  of rent or operate to release  Tenant from any of
Tenant's obligations under this Lease.


            ARTICLE 13.00  TENANT'S REPAIRS

      (a)  Tenant  will at all  times  during  the Term of this  Lease  keep and
maintain at its own cost and expense, in good order, condition,  and repair, the
Premises  (including,  without  limitation,  all  improvements,   fixtures,  and
equipment on the Premises), and will make all repairs and replacements, interior
and exterior,  above or below ground, and ordinary or extraordinary as caused by
Tenant.  Landlord shall provide all existing mechanical systems in working order
and will warranty the mechanical systems for one (1) year (parts and labor) from
Lease  Commencement  Date.  Tenant  is  responsible  for all  normal,  scheduled
maintenance for mechanical systems from Lease Commencement Date.


            (b) Tenant's  obligation to keep and  maintain,  at its own cost and
expense,  the Premises in good order,  condition,  and repair includes,  without
limitation,   all  plumbing  and  sewage  facilities  in  the  Premises,  floors
(including floor coverings); doors, locks, and closing devices; window easements
and frames;  glass and plate  glass;  grilles;  all  electrical  facilities  and
equipment;  HVAC systems and equipment and all other appliances and equipment of
every kind and nature;  and all  landscaping  upon,  within,  or attached to the
Premises.  Tennant  shall make all  necessary  replacements  with parts or items
equal in quality and  condition  to the  originals.  If the tenant fails to make
such required repairs and/or replacements, Landlord may complete same for Tenant
and be reimbursed by Tenant for expenses  incurred by the Landlord in connection
therewith as  Additional  Rent.  In  addition,  Tenant will at its sole cost and
expense install or construct any improvements,  equipment,  or fixtures required
by any  governmental  authority or agency as a  consequence  of Tenant's use and
occupancy of the  Premises.  Tenant will replace any damaged  plate glass within
two (2) business days of the occurrence of such damage.


            (c) Landlord will assign to Tenant, and Tenant will have the benefit
of, any guarantee of warranty to which  Landlord is entitled under any purchase,
construction,  or installation  contract relating to a component of the Premises
which Tenant is obligated to repair and maintain.  Tenant will have the right to
call upon the  contractor  to make such  adjustments,  replacements,  or repairs
which are required to be made by the contractor under such contract.

            (d)  Landlord  may  at  Landlord's  option  employ  and  pay a  firm
satisfactory  to Landlord,  engaged in the business of maintaining  systems,  to
perform  periodic  inspections of the HVAC systems serving the Premises,  and to
perform  any  necessary  work,  maintenance,  or repair of them.  In that event,
Tenant will  reimburse  Landlord on demand for all  reasonable  amounts  paid by

                                       10
<PAGE>

Landlord in connection with such employment.

            (e)  Any  work  to  be  done  on  the  roof  to  accommodate  Tenant
improvements,  including holes, patches,  etc., or anything that would alter the
roof, shall be done by Landlord's roofer at Tenant's expense.

            (f) Upon the expiration or  termination  of this Lease,  Tenant will
surrender  the  Premises  to  Landlord  in good  order,  condition,  and repair,
ordinary wear and tear excepted. To the extent allowed by law, Tenant waives the
right to make repairs at  Landlord's  expense  under the  provisions of any laws
permitting repairs by a tenant at the expense of a landlord.


            ARTICLE 14.00  ALTERATIONS

      Tenant will not make or cause to be made any alterations,  additions, or
improvements t

      o or of the Premises or any part of the Premises, or attach any fixture of
equipment to the Premises,  without first obtaining  Landlord's written consent.
Any  alterations,  additions,  or improvements  to the Premises  consented to by
Landlord will be made by Tenant at Tenant's  sole cost and expense  according to
plans and  specifications  approved by Landlord,  and any  contractor  or person
selected by Tenant to make them must first be approved by Landlord. Landlord may
require,  at its option,  that Tenant provide Landlord at Tenant's sole cost and
expense a lien and  completion  bond,  or payment and  performance  bond,  in an
amount  equal to  twice  the  estimated  cost of any  contemplated  alterations,
fixtures,  and  improvements,  to insure  Landlord  against  any  liability  for
mechanics' or materialmen's liens and to ensure the completion of such work. All
alterations,   additions,  fixtures,  and  improvements,  whether  temporary  or
permanent  in  character,  made in or upon the  Premises  either  by  Tenant  or
Landlord (other than  furnishings,  trade fixtures,  and equipment  installed by
Tenant),  will be Landlord's property and, at the end of the Term of this Lease,
will  remain  on the  Premises  without  compensation  to  Tenant.  If  Landlord
requests,  Tenant will remove all such alterations,  fixtures,  and improvements
from the Premises  and return the  Premises to the  condition in which they were
delivered to Tenant.  Upon such removal Tenant will immediately and fully repair
any damage to the Premises occasioned by the removal.


            ARTICLE 15.00  MECHANICS' LIENS

      Tenant will pay or cause to be paid all costs and charges for work done by
it or  caused  to be done  by it in or to the  Premises,  and for all  materials
furnished for or in connection  with such work.  Tenant will indemnify  Landlord
against, and hold Landlord, the Premises and the Business Center free, clear and
harmless of and from,  all mechanics'  liens and claims of liens,  and all other
liabilities,  liens,  claims, and demands,  on account of such work. If any such
lien,  at any time,  is filed  against the  Premises or any part of the Business
Center,  Tenant will cause such lien to be  discharged of record within ten (10)
days  after the filing of such lien,  except  that if Tenant  desires to contest
such lien, it will furnish Landlord,  within such ten (10) day period,  security
reasonably satisfactory to Landlord of at least one hundred fifty percent (150%)
of the  amount of the  claim,  plus  estimated  costs and  interest.  If a final
judgment  establishing  the  validity or  existence  of a lien for any amount is
entered,  Tenant will pay and satisfy the same at once.  If Tenant  fails to pay
any  charge  for  which a  mechanics'  lien has been  filed,  and has not  given
Landlord  security as described  above,  Landlord  may, at its option,  pay such
charge and related  costs and  interest,  and the amount so paid,  together with
reasonable  attorneys'  fees  incurred  in  connection  with such lien,  will be
immediately due from Tenant to Landlord. Nothing contained in this Lease will be
deemed the consent or  agreement of Landlord to subject  Landlord's  interest in
the Business  Center to  liability  under any  mechanics'  or other lien law. If
Tenant  receives notice that a lien has been or is about to be filed against the
Premises or the Business  Center or any action  affecting  title to the Business
Center  has  been  commenced  on  account  of work  done by or for or  materials
furnished to or for Tenant,  it will immediately give Landlord written notice of
such notice.  At least fifteen (15) days prior to the  commencement  of any work
(including,  but not limited to, any  alterations,  additions,  improvements  or
installations)  in or to  the  Premises,  by or for  Tenant,  Tenant  will  give
Landlord  written notice of the proposed work and the names and addresses of the
persons  supplying labor and materials for the proposed work,  however,  this is
not  required on initial  Tenant  fit-up.  Landlord  will have the right to post
notices of  non-responsibility  or similar  notices on the  Premises in order to
protect the Premises against any such liens.

                                       11
<PAGE>

            ARTICLE 16.00  END OF TERM

      At the end of this Lease,  Tenant will  promptly  quit and  surrender  the
Premises in good order, condition,  and repair, ordinary wear and tear excepted.
If Tenant is not then in default,  Tenant may remove from the Premises any trade
fixtures,  equipment  and movable  furniture  placed in the  Premises by Tenant,
whether or not such trade  fixtures or  equipment  are  fastened to the Business
Center;  Tenant  will  not  remove  any  trade  fixtures  or  equipment  without
Landlord's  written  consent  if such  fixtures  or  equipment  are  used in the
operation of the Business Center or improvements or the removal of such fixtures
or equipment  will result in impairing the  structural  strength of the Business
Center or improvements.  Whether or not Tenant is in default, Tenant will remove
such  alterations,   additions,  improvements,  trade  fixtures,  equipment  and
furniture as Landlord has requested in  accordance  with Article  14.00.  Tenant
will fully repair any damage  occasioned  by the removal of any trade  fixtures,
equipment,  furniture,  alterations,   additions  and  improvements.  All  trade
fixtures, equipment, furniture,  inventory, effects, alterations,  additions and
improvements  not so removed will be deemed  conclusively to have been abandoned
and may be appropriated,  sold,  stored,  destroyed or otherwise  disposed of by
Landlord without notice to Tenant or any other person and without  obligation to
account for them;  and Tenant will pay  Landlord  for all  expenses  incurred in
connection  with such  property,  including,  but not  limited  to,  the cost of
repairing any damage to the Business Center or Premises caused by the removal of
such  property.  Tenant's  obligation  to observe and perform this covenant will
survive the expiration or other termination of this Lease.


            ARTICLE 17.00  EMINENT DOMAIN

            (a) The term  "total  taking"  means the  taking of the fee title or
Landlord's master leasehold estate by right of eminent domain or other authority
of law, or a voluntary transfer under the threat of the exercise of the right of
eminent  domain or other  authority,  to so much of the Premises or a portion of
the Business  Center as is necessary for Tenant's  occupancy,  that the Premises
are not suitable for Tenant's intended use in Tenant's reasonable judgment.  The
term "partial  taking" means the taking of only a portion of the Premises or the
Business Center, which does not constitute a total taking.

            (b) If a total  taking  occurs  during the Term of this Lease,  this
Lease will  terminate  as of the date of the  taking.  The  phrase  "date of the
taking" means the date of taking actual  physical  possession by the  condemning
authority or such earlier date as the condemning  authority gives notice that it
is deemed to have taken possession.

            (c) If a partial taking occurs during the Term of this Lease, either
Landlord or Tenant may cancel this Lease by written  notice given within  thirty
(30) days after the date of the taking,  and this Lease will terminate as to the
portion of the Premises taken on the date of the taking.  If the Lease is not so
terminated,  this  Lease  will  continue  in full  force  and  effect  as to the
remainder  of the  Premises.  The  Monthly  Base Rent  payable by Tenant for the
balance of the Term will be abated in the  proportion  that the leasable area of
the Premises taken bears to the Leasable Area of the Premises  immediately prior
to such taking,  and Landlord will make all necessary  repairs or alterations to
make the remaining Premises a complete architectural unit.

            (d) If more than  forty  percent  (40%) of the  common  areas in the
Business  Center  dedicated to customer  parking are acquired or condemned under
power of eminent domain or other authority of law, or a voluntary transfer under
the threat of an  exercise  of the right of eminent  domain or other  authority,
then the Term of this Lease will  terminate as of the date of the taking  unless
Landlord   takes   reasonable   steps  to  provide  other   parking   facilities
substantially  equal to the previously existing ratio between the common parking
areas and the leasable area of the Business Center,  and such parking facilities
are provided by Landlord within ninety (90) days from the date of the taking. If
Landlord provides such other parking  facilities,  then this Lease will continue
in full force.

            (e) All  compensation  and  damages  awarded  for the  taking of the
Premises, and portion of the Premises, or the whole or any portion of the common
areas or Business Center will belong to Landlord. Tenant will not have any claim
or be entitled  to any award for  diminution  in value of its rights  under this
Lease or for the value of any unexpired term of this Lease; however,  Tenant may
make its own claim for any separate  award that may be made by the condemnor for
Tenant's  loss  of  business  or  for  the  taking  of  or  injury  to  Tenant's
improvements,  or on  account  of any cost or loss  Tenant  may  sustain  in the
removal of Tenant's trade fixtures, equipment, and furnishing, or as a result of

                                       12
<PAGE>

any alterations,  modifications,  or repairs which may be reasonably required by
Tenant in order to place the remaining  portion of the Premises not so condemned
in a suitable condition for the continuance of Tenant's occupancy.

            (f) If this Lease is terminated  pursuant to the  provisions of this
Article 17.00,  then all rentals and other charges payable by Tenant to Landlord
under this Lease will be paid up to the date of the taking,  and any rentals and
other  charges paid in advance and allocable to the period after the date of the
taking will be repaid to Tenant by  Landlord.  Landlord  and Tenant will then be
released from all further liability under this Lease.


            ARTICLE 18.00  DAMAGE AND DESTRUCTION

            (a) If the Premises or the portion of the Business Center  necessary
for Tenant's  occupancy is damaged or destroyed during the Term of this Lease by
any casualty  insurable  under  standard  fire and extended  coverage  insurance
policies,  Landlord  will repair or rebuild the  Premises to  substantially  the
condition in which the Premises were immediately prior to such destruction.

            (b) Landlord's  obligation  under this Article 18.00 will not exceed
the lesser of: (i) with respect to the Premises,  the scope of building-standard
improvements installed by Landlord in the original construction of the Premises,
or (ii) the extent of proceeds  received by  Landlord  of any  insurance  policy
maintained by Landlord.

            (c) The Monthly Base Rent will be abated  proportionately during any
period in which,  by reason of any damage or  destruction  not occasioned by the
negligence or willful  misconduct  of Tenant or Tenant's  employees or invitees,
there is a  substantial  interference  with the  operation  of the  business  of
Tenant.  Such abatement will be  proportional  to the measure of business in the
Premises  which  Tenant may be  required  to  discontinue.  The  abatement  will
continue for the period  commencing  with such  destruction or damage and ending
with the completion by the Landlord of such work,  repair,  or reconstruction as
Landlord is obligated to do.

            (d) If the Premises, or the portion of the Business Center necessary
for Tenant's occupancy, is damaged or destroyed (i) to the extent of ten percent
(10%) or more of the  then-replacement  value of either,  (ii) in the last three
(3) years of the Term of this  Lease,  (iii) by a cause or  casualty  other than
those  covered by fire and extended  coverage  insurance,  or (iv) to the extent
that it would  take,  in  Landlord's  opinion,  in excess of ninety (90) days to
complete the requisite repairs, then Landlord may either terminate this Lease or
elect to repair or  restore  the  damage or  destruction.  If this  Lease is not
terminated  pursuant to the preceding  sentence,  this Lease will remain in full
force and effect. Landlord and Tenant waive the provisions of any law that would
dictate automatic  termination or grant either of them an option to terminate in
the event of damage or destruction.  Landlord's election to terminate under this
paragraph  will be exercised by written notice to Tenant given within sixty (60)
days after the damage or  destruction.  Such notice will set forth the effective
date of the termination of this Lease.

            (e) Upon the completion of any such work,  repair, or restoration by
Landlord,  Tenant  will  repair  and  restore  all other  parts of the  Premises
including without limitation nonbuilding-standard leasehold improvements and all
trade fixtures, equipment, furnishings, signs, and other improvements originally
installed  by  Tenant.  Tenant's  work will be subject  to the  requirements  of
Article 14.00.

            (f) During any period of  reconstruction  or repair of the Premises,
Tenant will continue the operation of its business in the Premises to the extent
reasonably practicable.


            ARTICLE 19.00  SUBORDINATION

      19.01 GENERAL. This Lease and Tenant's rights under this Lease are subject
and subordinate to any ground or underlying  lease,  first mortgage,  indenture,
first deed of trust or other first lien encumbrance, together with any renewals,
extensions,  modifications,  consolidations  and replacements of such first lien
encumbrance, now or after the Commencement Date, affecting or placed, charged or
enforced  against the Land or all or any portion of the  Business  Center or any
interest  of  Landlord  in them or  Landlord's  interest  in this  Lease and the
leasehold estate created by this Lease (except to the extent any such instrument
will  expressly  provide that this Lease is superior to such  instrument).  This
provision will be self-operative and no further instrument of subordination will

                                       13
<PAGE>

be  required  in  order  to  effect  it.  Nevertheless,   Tenant  will  execute,
acknowledge  and deliver to  Landlord,  at any time and from time to time,  upon
demand by Landlord,  such documents as may be requested by Landlord,  any ground
or  underlying  lessor,  or  any  mortgagee,  to  confirm  or  effect  any  such
subordination.  If Tenant fails or refuses to execute,  acknowledge  and deliver
any such document within fourteen (14) days after written demand,  Landlord,  it
successors and assigns will be entitled to execute,  acknowledge and deliver any
and all such documents for and behalf of Tenant as  attorney-in-fact to execute,
acknowledge  and deliver any and all  documents  described in this Section 19.01
for and on behalf of Tenant, as provided in this Section 19.01.

      19.02  ATTORNMENT.  Tenant agrees that in the event that any holder of any
ground  or  underlying  lease,  mortgage,  deed of trust,  or other  encumbrance
encumbering any part of the Business  Center succeeds to Landlord's  interest in
the  Premises,  Tenant  will pay to such holder all rents  subsequently  payable
under this Lease. Further, Tenant agrees that in the event of the enforcement by
the trustee or the  beneficiary  under or holder or owner of any such  mortgage,
deed of trust, or land or ground lease of the remedies provided for by law or by
such mortgage, deed of trust, or land or ground lease, Tenant will, upon request
of any person or party  succeeding  to the  interest  of Landlord as a result of
such  enforcement,  automatically  become  the  Tenant  of and  attorn  to  such
successor in interest  without  change in the terms or provisions of this Lease.
Such  successor in interest will not be bound by (a) any payment of Monthly Base
Rent or Rent for more than one month in advance except prepayments in the nature
of security for the performance by Tenant of its  obligations  under this Lease,
or (b) any  amendment  or  modification  of this Lease made  without the written
consent  of such  trustee,  beneficiary,  holder or owner or such  successor  in
interest.  Upon  request by such  successor  in  interest  and  without  cost to
Landlord or such  successor in interest,  Tenant will execute,  acknowledge  and
deliver an instrument or instruments confirming the attornment.


            ARTICLE 20.00  ENTRY BY LANDLORD

      Landlord, its agents, employees, and contractors may enter the Premises at
any time in response to an emergency and at reasonable  hours,  with notice,  to
(a) inspect the same, (b) exhibit the same to prospective purchasers, lenders or
tenants,  except  Premises may be shown to  prospective  tenants only during the
last six (6)  months of the Lease so long as  Tenant is not in  default  of this
Lease,  (c) determine  whether Tenant is complying  with all its  obligations in
this  Lease,  (d) supply any  service  which this Lease  obligates  Landlord  to
provide to Tenant, (e) post notices of non-responsibility or similar notices, or
(f) make repairs  required of Landlord  under the terms of this Lease or repairs
to any  adjoining  space or utility  services or make  repairs,  alterations  or
improvements to any other portion of the Business Center; however, all such work
will be done as promptly  as  reasonably  possible  and so as to cause as little
interference  to Tenant as  reasonably  possible.  Tenant by this Article  20.00
waives any claim against  Landlord,  its agents,  employees or  contractors  for
damages  for:  any injury or  inconvenience  to or  interference  with  Tenant's
business,  any loss of occupancy or quiet  enjoyment of the Premises,  except as
caused by  Landlord's  negligence  or acts.  Landlord will at all times have and
retain a key with which to unlock all of the doors in, on, or about the Premises
(excluding  Tenant's  vaults,  safes and similar areas  designated in writing by
Tenant in advance).  Landlord will have the right to use any and all means which
Landlord may deem proper to open doors in and to the Premises in an emergency in
order to obtain entry to the  Premises.  Any entry to the  Premises  obtained by
Landlord  by  any  means  permitted  under  this  Article  will  not  under  any
circumstances  be construed or deemed to be a forcible or unlawful entry into or
a detainer of the Premises or an  eviction,  actual or  constructive,  of Tenant
from the  Premises,  or any  portion  of the  Premises,  nor will any such entry
entitle Tenant to damages or an abatement of Monthly Base Rent, Additional Rent,
or other charges which this Lease requires Tenant to pay.


            ARTICLE 21.00  INDEMNIFICATION, WAIVER AND RELEASE

      21.01  INDEMNIFICATION.  Tenant  will  neither  hold nor  attempt  to hold
Landlord or its  employees or agents  liable for, and Tenant will  indemnify and
hold harmless Landlord,  its employees and agents from and against, all demands,
claims,   suits,  causes  of  action,  fines,   penalties,   damages  (including
consequential damages), liabilities, judgments, and expenses (including, without
limitation, attorney's fees) incurred in connection with or arising from:

            (a)  the use or  occupancy  or  manner  of use or  occupancy  of the
Premises by Tenant or any person claiming under Tenant;

                                       14
<PAGE>

            (b) any activity,  work or thing,  done,  permitted or suffered,  by
Tenant in or about the Premises or the Business Center;

            (c) any acts,  omissions  or  negligence,  of  Tenant or any  person
claiming  under  Tenant,  or the  contractors,  agents,  employees,  invitees or
visitors of Tenant or any such person;

            (d) any breach, violation or nonperformance, by Tenant or any person
claiming  under  Tenant,  or the  employees,  agents,  contractors,  invitees or
visitors of Tenant or any such person of any term, covenant or provision of this
Lease or any law, ordinance or governmental requirement of any kind;

            (e) any injury  including  claims for death or damage to the person,
property or business of Tenant, its employees,  agents,  contractors,  invitees,
visitors or any other person  entering upon the Premises or the Business  Center
under the  express or implied  invitation  of Tenant,  unless due to  Landlord's
negligence or willful misconduct.

If any action or  proceeding  is brought  against  Landlord or its  employees by
reason of any such claim,  Tenant,  upon notice from  Landlord,  will defend the
same at Tenant's expense.

      21.02 WAIVER AND RELEASE.  Tenant, as a material part of the consideration
to Landlord for this Lease, by this Section 21.02 waives and releases all claims
against Landlord, its employees and agents with respect to all matters for which
Landlord has  disclaimed  liability  pursuant to the  provisions  of this Lease.
Tenant agrees that Landlord, its agents and its employees will not be liable for
any loss, injury, death or damage (including  consequential damages) to persons,
property or Tenant's  business  occasioned by theft;  act of God;  public enemy;
injunction; riot; strike; insurrection;  war; court order; requisition; order of
governmental body or authority; fire; explosion;  falling objects; steam, water,
rain or snow; leak or flow of water (including fluid from the elevator  system),
rain or snow from or into part of the Business Center or from the roof,  street,
subsurface  or from any  other  place,  or by  dampness,  or from the  breakage,
leakage,  obstruction  or  other  defects  of  the  pipes,  sprinklers,   wires,
appliances,  plumbing,  air  conditioning  or lighting  fixtures of the Business
Center; or from construction,  repair or alteration of any other premises in the
Business  Center or the  Premises;  or from any acts or  omissions  of any other
tenant,  occupant or visitor of the  Business  Center;  or from any cause beyond
Landlord's  control.  The  negligence  or  willful  misconduct  of  Landlord  is
specifically excluded.


            ARTICLE 22.00  SECURITY DEPOSIT

      Tenant has  deposited  the Security  Deposit with Landlord as security for
the full, faithful and timely performance of every provision of this Lease to be
performed by Tenant.  If Tenant  defaults  with respect to any provision of this
Lease,  including but not limited to the  provisions  relating to the payment of
Rent Landlord may use,  apply or retain all or any part of the Security  Deposit
for the payment of any Rent, or any other sum in default,  or for the payment of
any other amount which Landlord may spend or become obligated to spend by reason
of Tenant's  default,  or to  compensate  Landlord  for any other loss or damage
which Landlord may suffer by reason of Tenant's  default.  If any portion of the
Security  Deposit is so used,  applied or  retained  Tenant will within ten (10)
days after written demand deposit cash with Landlord in an amount  sufficient to
restore  the  Security  Deposit to its  original  amount.  Landlord  will not be
required to keep the Security Deposit separate from its general funds and Tenant
will not be entitled to interest on the Security  Deposit.  The Security Deposit
will not be deemed a limitation on Landlord's damages or a payment of liquidated
damages  or a payment  of the  Monthly  Base Rent due for the last  month of the
Term.  If  Tenant  fully,  faithfully  and in a  timely  manner  performs  every
provision  of this  Lease to be  performed  by it, the  Security  Deposit or any
balance of the Security  Deposit will be returned to Tenant  within  thirty (30)
days after the expiration of the Term.  Landlord may deliver the funds deposited
under this Lease by Tenant to the purchaser of the Business  Center in the event
the Business Center is sold, and after such time,  Landlord will have no further
liability to Tenant with respect to the Security Deposit.


            ARTICLE 23.00  QUIET ENJOYMENT

      Landlord  covenants and agrees with Tenant that so long as Tenant pays the
Rent and observes and performs all the terms,  covenants and  conditions of this
Lease on Tenant's  part to be observed and  performed,  Tenant may peaceably and
quietly enjoy the Premises subject, nevertheless, to the terms and conditions of

                                       15
<PAGE>

this Lease, and Tenant's possession will not be disturbed by anyone claiming by,
through or under Landlord.


            ARTICLE 24.00  EFFECT OF SALE

      A sale,  conveyance or  assignment of the Business  Center will operate to
release  Landlord from liability from and after the effective date of such sale,
conveyance or assignment upon all of the covenants, terms and conditions of this
Lease,  express or implied,  except  those  which arose prior to such  effective
date,  and,  after the effective  date of such sale,  conveyance or  assignment,
Tenant  will look  solely to  Landlord's  successor  in  interest in and to this
Lease.  This  lease  will  not be  affected  by any  such  sale,  conveyance  or
assignment,  and Tenant will attorn to Landlord's  successor in interest to this
Lease.


            ARTICLE 25.00  DEFAULT

      25.01  EVENTS  OF  DEFAULT.   The  following   events  are  referred  to
collectively as "Events of Default," or individually as an "Event of Default:"

            (a)  Tenant  defaults  in the due and  punctual  payment  of Rent or
additional rent, and such default  continues for five (5) days after notice from
Landlord;  however,  Tenant will not be entitled to more than one (1) notice for
monetary defaults during any twelve (12) month period,  and if after such notice
and Rent is not paid when due, an Event of Default  will be  considered  to have
occurred without further notice;


            (b) This Lease or the Premises or any part of the Premises are taken
upon execution or by other process of law directed against Tenant,  or are taken
upon or subject to any  attachment  at the  instance of any creditor or claimant
against  Tenant,  and the  attachment  is not  discharged  or disposed of within
fifteen (15) days after its levy;

            (c) Tenant  files a petition  in  bankruptcy  or  insolvency  or for
reorganization  or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any
such petition by answer or otherwise,  or it's  dissolved or makes an assignment
for the benefit of creditors;

            (d)  Involuntary  proceedings  under  any  such  bankruptcy  law  or
insolvency act or for the  dissolution of Tenant are instituted  against Tenant,
or a receiver  or  trustee  is  appointed  for all or  substantially  all of the
property of Tenant, and such proceeding is not dismissed or such receivership or
trusteeship   vacated   within  sixty  (60)  days  after  such   institution  or
appointment;

            (e)  Tenant  fails  to  take  possession  of  the  Premises  on  the
Commencement Date of the Term;

            (f) Tenant breaches any of the other agreements, terms, covenants or
conditions  which  this  Lease  requires  Tenant  to  perform,  and such  breach
continues for a period of thirty (30) days after notice from Landlord to Tenant;
or if such breach cannot be cured reasonably  within such thirty (30) day period
and Tenant fails to commence and proceed diligently to cure such breach within a
reasonable time period.

      25.02 LANDLORD'S REMEDIES.  If any one or more Events of Default set forth
in Section 25.01 occurs then Landlord has the right, at its election:

            (a) to  give  Tenant  written  notice  of  Landlord's  intention  to
terminate  this Lease on the earliest date permitted by law or on any later date
specified in such notice,  in which case  Tenant's  right to  possession  of the
Premises  will cease and this Lease will be  terminated,  except as to  Tenant's
liability, as if the expiration of the term fixed in such notice were the end of
the Term; or

            (b) without further demand or notice, to reenter and take possession
of the Premises or any part of the Premises,  repossess  the same,  expel Tenant
and those  claiming  through or under Tenant,  and remove the effects of both or
either,  using such force for such purposes as may be  necessary,  without being
liable for  prosecution,  without being deemed guilty of any manner of trespass,
and without  prejudice to any remedies for arrears of Monthly Base Rent or other
amounts  payable  under  this  Lease or as a result of any  preceding  breach of
covenants or conditions; all actions to occur through legal process; or

                                       16
<PAGE>

            (c) without  further demand or notice,  to cure any Event of Default
and to charge  Tenant for the cost of effecting  such cure,  including,  without
limitation,  attorneys'  fees and interest on the amount so advanced at the rate
set forth in Section  28.22  provided  that  Landlord will have no obligation to
cure any such Event of Default of Tenant.

Should  Landlord  elect to reenter as  provided  in  subsection  (b),  or should
Landlord take possession pursuant to legal proceedings or pursuant to any notice
provided by law,  Landlord  may,  from time to time,  without  terminating  this
Lease,  relet the Premises or any part of the Premises in Landlord's or Tenant's
name,  but for the  account  of  Tenant,  for such term or terms  (which  may be
greater or less than the period  which  would  otherwise  have  constituted  the
balance of the Term) and on such conditions and upon such other terms (which may
include  concessions  of free rent and alteration and repair of the Premises) as
Landlord,  in its sole discretion,  may determine,  and Landlord may collect and
receive  the rent.  Landlord  will in no way be  responsible  or liable  for any
failure to relet the Premises or any part of the Premises, or for any failure to
collect any rent due upon such reletting.  No such reentry or taking  possession
of the Premises by Landlord will be construed as an election on Landlord's  part
to terminate  this Lease unless a written  notice of such  intention is given to
Tenant.  No notice  from  Landlord  under this  Section  or under a forcible  or
unlawful entry and detainer  statute or similar law will  constitute an election
by Landlord to terminate this Lease unless such notice  specifically  so states.
Landlord  reserves the right following any such reentry or reletting to exercise
its right to terminate this Lease by giving Tenant such written notice, in which
event this Lease will terminate as specified in such notice.

      25.03 CERTAIN DAMAGES.  If Landlord does not elect to terminate this Lease
as permitted in subsection (a) of Section 25.02,  but on the contrary  elects to
take possession as provided in subsection (b) of Section 25.02,  Tenant will pay
to  Landlord:  (a)  Monthly  Base Rent and other sums as provided in this Lease,
which would be payable under this Lease if such  repossession  had not occurred,
less (b) the net  proceeds,  if any,  of any  reletting  of the  Premises  after
deducting all Landlord's expenses in connection with such reletting,  including,
without limitation,  all repossession costs, brokerage  commissions,  attorneys'
fees,  expenses  of  employees,  alteration  and repair  costs and  expenses  of
preparation  for such reletting.  If, in connection with any reletting,  the new
lease term extends beyond the existing Term, or the premises covered by such new
lease include other premises not part of the Premises,  a fair  apportionment of
the rent  received from such  reletting and the expenses  incurred in connection
with such reletting as provided in this Section will be made in determining  the
net  proceeds  from such  reletting,  and any rent  concessions  will be equally
apportioned over the term of the new lease.  Tenant will pay such rent and other
sums to Landlord  monthly on the day on which the  Monthly  Base Rent would have
been payable under this Lease if possession  had not been retaken,  and Landlord
will be  entitled  to receive  such rent and other sums from Tenant on each such
day.

      25.04 CONTINUING LIABILITY AFTER TERMINATION.  If this Lease is terminated
on account of the  occurrence of an Event of Default,  Tenant will remain liable
to  Landlord  for  damages  in an amount  equal to  Monthly  Base Rent and other
amounts  which would have been owing by Tenant for the balance of the Term,  had
this Lease not been terminated,  less the net proceeds, if any, of any reletting
of the Premises by Landlord subsequent to such termination,  after deducting all
Landlord's  expenses in connection with such reletting,  including,  but without
limitation,  the expenses enumerated in Section 25.03. Landlord will be entitled
to collect  such damages  from Tenant  monthly on the day on which  Monthly Base
Rent and other  amounts  would have been payable  under this Lease if this Lease
had not been  terminated,  and Landlord will be entitled to receive such Monthly
Base Rent and other amounts from Tenant on each such day. Alternatively,  at the
option of Landlord,  in the event this Lease is so terminated,  Landlord will be
entitled to recover against  Tenant,  as damages for loss of the bargain and not
as a penalty,  an aggregate Rent which, at the time of such  termination of this
Lease, represents the excess of the aggregate of Monthly Base Rent and all other
Rent  payable by Tenant that would have accrued for the balance of the Term over
the aggregate  rental value of the Premises (such rental value to be computed on
the  basis  of a  tenant  paying  not  only a rent to  Landlord  for the use and
occupation  of the  Premises,  but also such other charges as are required to be
paid by Tenant under the terms of this Lease) for the balance of such term, both
discounted to present value at six (6%) percent."

      25.05  CUMULATIVE  REMEDIES.  Any suit or suits  for the  recovery  of the
amounts  and  damages  set forth in  Sections  25.03 and 25.04 may be brought by
Landlord,  from time to time, at Landlord's election,  and nothing in this Lease
will be deemed to  require  Landlord  to await the date upon which this Lease or
the Term would have expired had there  occurred no Event of Default.  Each right
and remedy  provided for in this Lease is cumulative and is in addition to every

                                       17
<PAGE>

other  right or  remedy  provided  for in this  Lease  or now or after  the Date
existing  at law or in equity or by statute or  otherwise,  and the  exercise or
beginning  of the  exercise  by  Landlord  of any one or more of the  rights  or
remedies  provided for in this Lease or now or after the Date existing at law or
in equity or by statute or otherwise will not preclude the simultaneous or later
exercise by Landlord of any or all other rights or remedies provided for in this
Lease or now or after the Date  existing  at law or in equity or by  statute  or
otherwise.  All costs incurred by Landlord in collecting any amounts and damages
owing by Tenant  pursuant  to the  provisions  of this Lease or to  enforce  any
provision of this Lease,  including reasonable attorneys' fees from the date any
such matter is turned over to an  attorney,  whether or not one or more  actions
are  commenced by Landlord,  will also be  recoverable  by Landlord from Tenant.
Such  attorney's  fees will be due and payable  upon  tendering  of a statement.
Failure to pay such fees will constitute a breach of the terms and conditions of
the within  Lease.  Landlord  may treat the  failure  to make such  payment as a
default  in the  payment of rent and as more  particularly  set forth in Article
5.06.


            ARTICLE 26.00  RULES AND REGULATIONS

      Tenant and its employees, agents, licensees and visitors will at all times
observe  faithfully,  and comply  strictly with, the rules and  regulations  set
forth on  Exhibit  D.  Landlord  may from time to time  amend,  delete or modify
existing rules and regulations,  or adopt new rules and regulations for the use,
safety,  cleanliness and care of the Premises and the Business  Center,  and the
comfort,   quiet  and   convenience   of  occupants  of  the  Business   Center.
Modifications  or additions to the rules and regulations  will be effective upon
notice  to Tenant  from  Landlord.  In the  event of any  breach of any rules or
regulations  or any  amendments  or  additions  to such  rules and  regulations,
Landlord will have all remedies which this Lease provides for default by Tenant,
and  will,  in  addition,  have  any  remedies  available  at law or in  equity,
including the right to enjoin any breach of such rules and regulations. Landlord
will not be liable to Tenant for violation of such rules and  regulations by any
other tenant, its employees,  agents, visitors or licensees or any other person.
In the event of any conflict  between the provisions of this Lease and the rules
and regulations, the provisions of this Lease will govern.


            ARTICLE 27.00  SIGNS

(a) No sign, advertisement or notice shall be affixed to or placed upon any part
of the leased  premises  by the Tenant,  except in such a manner,  and of such a
size, design,  uniformity,  and color as shall be approved in advance in writing
by the  Landlord.  Tenant shall be obligated to make his own  application  for a
sign,   obtain  permits,   and  to  comply  with  the  local  authority   having
jurisdiction.

(b) No roof signs  shall be  permitted;  nor shall there be any  attachments  or
openings permitted of any kind to or through the roof.

(c) Tenant will  purchase  and install one sign in the  location  designated  by
Landlord on the front of the  Premises.  Installation  will be  completed on the
earlier of the date on which Tenant opens for business. The sign will conform to
Landlord's  sign  criteria  attached  to this Lease as Exhibit  E.  Tenant  will
maintain,  repair,  and replace  the sign as  required  by Landlord  during this
Lease.


            ARTICLE 28.00  MISCELLANEOUS

      28.01 NO OFFER.  This Lease is  submitted  to Tenant on the  understanding
that it will not be  considered  an offer and will not bind  Landlord in any way
until (a) Tenant has duly executed and delivered duplicate originals to Landlord
and (b) Landlord has executed and delivered one of such originals to Tenant.

      28.02 JOINT AND SEVERAL LIABILITY.  If Tenant is composed of more than one
signatory to this Lease,  each  signatory  will be jointly and severally  liable
with each other signatory for payment and performance according to this Lease.

      28.03  NO  CONSTRUCTION  AGAINST  DRAFTING  PARTY.   Landlord  and  Tenant
acknowledge  that  each of them and their  counsel  have had an  opportunity  to
review  this Lease and that this Lease will not be  construed  against  Landlord
merely because Landlord's counsel has prepared it.

      28.04  TIME OF THE  ESSENCE.  Time is of the  essence  on each  and  every
provision of this Lease.

                                       18
<PAGE>

      28.05 NO RECORDATION. Tenant's recordation of this Lease or any memorandum
or short form of it will be void and a default under this Lease.

      28.06 NO WAIVER.  The waiver by Landlord of any  agreement,  condition  or
provision  contained  in this  Lease  will not be  deemed  to be a waiver of any
subsequent  breach of the same or any other  agreement,  condition  or provision
contained  in this  Lease,  nor will 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 to  lessen  the  right of  Landlord  to  insist  upon the
performance  by Tenant in strict  accordance  with the terms of this Lease.  The
subsequent  acceptance  of Rent by Landlord will not be deemed to be a waiver of
any preceding breach by Tenant of any agreement,  condition or provision of this
Lease,  other than the failure of Tenant to pay the particular Rent so accepted,
regardless  of  Landlord's  knowledge  of such  preceding  breach at the time of
acceptance of such Rent.

      28.07 LIMITATION ON RECOURSE. Tenant specifically agrees to look solely to
Landlord's  interest in the Business  Center for the  recovery of any  judgments
from Landlord,  it being agreed that Landlord (and its shareholders,  venturers,
and partners,  and their  shareholders,  venturers and partners and all of their
officers,  directors and employees) will never be personally liable for any such
judgments. The provision contained in the preceding sentence is not intended to,
and will  not,  limit any  right  that  Tenant  might  otherwise  have to obtain
injunctive  relief  against  Landlord or 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.

      28.08 ESTOPPEL CERTIFICATES.  At any time and from time to time but within
ten  (10)  days  after  written  request  by  Landlord,   Tenant  will  execute,
acknowledge and deliver to Landlord a certificate certifying (a) that this Lease
is unmodified and in full force and effect or, if there have been modifications,
that this Lease is in full force and effect,  as modified,  and stating the date
and nature of each  modification,  (b) the date, if any, to which rent and other
sums  payable  under  this  Lease  have been  paid,  (c) that no notice has been
received  by Landlord  of any  default  which has not been  cured,  except as to
defaults  specified  in the  certificate,  and (d) such other  matters as may be
reasonably requested by Landlord. Any such certificate may be relied upon by any
prospective  purchaser or existing or prospective mortgagee or beneficiary under
any deed of trust of the Business Center or any part of the Business Center.

      28.09  WAIVER OF JURY TRIAL.  Landlord  and Tenant by this  Section  28.09
waive trial by jury in any action,  proceeding or counterclaim brought by either
of the parties to this Lease against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant,  Tenant's  use  or  occupancy  of the  Premises,  or  any  other  claims
(including  without  limitation  claims for personal injury or property damage),
and any emergency statutory or any other statutory remedy.

      28.10 NO MERGER.  The voluntary or other surrender of this Lease by Tenant
or the  cancellation of this Lease by mutual agreement of Tenant and Landlord or
the  termination  of this Lease on account of Tenant's  default  will not work a
merger,  and will, at Landlord's  option, (a) terminate all or any subleases and
subtenancies,  or  (b)  operate  as an  assignment  to  Landlord  of  all or any
subleases or  subtenancies.  Landlord's  option under this Section 28.10 will be
exercised  by notice to Tenant and all known  sublessees  or  subtenants  in the
Premises or any part of the Premises.

      28.11 HOLDING  OVER.  Tenant will have no right to remain in possession of
all or any part of the  Premises  after the  expiration  of the Term.  If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term, with the express or implied consent of Landlord: (a) such tenancy will
be deemed to be a periodic  tenancy from  month-to-month  only; (b) such tenancy
will not  constitute a renewal or extension of this Lease for any further  term;
and (c) such  tenancy  may be  terminated  by  Landlord  upon the earlier of (i)
thirty (30) days prior  written  notice or (ii) the earliest  date  permitted by
law. In such event,  Monthly  Base Rent will be  increased to an amount equal to
one hundred  fifty  percent  (150%) of the Monthly Base Rent payable  during the
last month of the Term,  and any other sums due under this Lease will be payable
in the amount and at the times  specified  in this  Lease.  Such  month-to-month
tenancy will be subject to every other term,  condition,  and covenant contained
in this Lease.

      28.12 NOTICES. Any notice,  request,  demand,  consent,  approval or other
communication required or permitted under this Lease must be in writing and will
be deemed to have been given  when  personally  delivered  or  deposited  in any
depository  regularly  maintained by the United States Postal  Service,  postage
prepaid,  certified mail, return receipt  requested,  addressed to the party for

                                       19
<PAGE>

whom it is intended at its address set forth in Article l.00. Either Landlord or
Tenant may add  additional  addresses  or change its  address  for  purposes  of
receipt of any such  communication  by giving ten (10) days prior written notice
of such  change to the other  party in the  manner  prescribed  in this  Section
28.12.

      28.13  SEVERABILITY.  If any provision of this Lease proves to be illegal,
invalid or  unenforceable,  the  remainder of this Lease will not be affected by
such  finding,  and in lieu of each  provision  of this Lease  that is  illegal,
invalid or  unenforceable,  a provision will be added as a part of this Lease as
similar in terms to such illegal,  invalid or unenforceable  provision as may be
possible and be legal, valid and enforceable.

      28.14 WRITTEN AMENDMENT REQUIRED. No amendment,  alteration,  modification
of or addition to the Lease will be valid or binding unless expressed in writing
and signed by the party or parties to be bound by such change.  Tenant agrees to
make any  modifications  of the terms and  provisions of this Lease  required or
requested by a lending institution  providing financing for the Business Center,
provided that no such  modifications  will materially  adversely affect Tenant's
rights and obligations under this Lease.

      28.15 ENTIRE  AGREEMENT.  This Lease,  the  Exhibits and Addenda,  if any,
contain the entire agreement between Landlord and Tenant and may be amended only
by  subsequent  written  agreement.  No promises or  representations,  except as
contained in this Lease,  have been made to Tenant  respecting  the condition of
the Premises or the manner of operating the Business Center.

      28.16 CAPTIONS.  The captions of the various Articles and Sections of this
Lease are for convenience only and do not necessarily define, limit, describe or
construe the contents of such Articles or Sections.

      28.17 NOTICE OF LANDLORD'S DEFAULT. In the event of any alleged default in
the  obligation  of Landlord  under this Lease,  Tenant will deliver to Landlord
written notice and Landlord will have thirty (30) days following receipt of such
notice to cure such alleged  default or, in the event the alleged default cannot
reasonably be cured within a thirty (30) day period,  to commence action to cure
such  alleged  default.  A copy of such  notice  will be sent to any holder of a
mortgage or other  encumbrance  on the Business  Center or the Premises of which
Tenant has been  notified  in  writing,  and such holder will also have the same
time periods to cure such alleged default.

      28.18  AUTHORITY.  Tenant and the party  executing this Lease on behalf of
Tenant represent to Landlord that such party is authorized to do so by requisite
action of the board of  directors,  or  partners,  as the case may be, and agree
upon  request to deliver to Landlord a  resolution  or similar  document to that
effect.

      28.19 BROKERS.  Landlord and Tenant respectively  represent and warrant to
each other that neither of them has consulted or  negotiated  with any broker or
finder with regard to the Premises  except the Broker named in Article  l.00(s),
if any.  Each of them  will  indemnify  the  other  against  and hold the  other
harmless from any claims for fees or commissions  from anyone with who either of
them has consulted or negotiated  with regard to the Premises except the Broker.
Landlord will pay any fees or commissions  due the Broker as may be provided for
in a separate written agreement between the Landlord and Broker.

      28.20 GOVERNING LAW. This Lease will be governed by and construed pursuant
to the laws of the state in which the Business Center is located.

      28.21 FORCE MAJEURE.  Landlord will have no liability to Tenant,  nor will
Tenant have any right to terminate this Lease or abate Rent or assert a claim of
partial or total actual or constructive eviction,  because of Landlord's failure
to perform any of its  obligations in the Lease if the failure is due to reasons
beyond Landlord's reasonable control, including, without limitation,  strikes or
other labor difficulties; inability to obtain necessary governmental permits and
approvals   (including   building   permits  or   certificates   of  occupancy);
unavailability  or  scarcity  of  materials;   war;  riot;  civil  insurrection;
accidents;  acts  of God;  and  governmental  preemption  in  connection  with a
national emergency.  If Landlord fails to perform its obligations because of any
reasons beyond Landlord's reasonable control (including those enumerated above),
the  period  for  Tenant's  performance  will  be  extended  day for day for the
duration of the cause of Landlord's failure.

      28.22 LATE PAYMENTS.  Any payment of Rent, including Monthly Base Rent and
Additional Rent, which is not received within five (5) days after it is due will
be subject to a late charge equal to five  percent  (5%) of the unpaid  payment.
This amount is in compensation of Landlord's  additional cost of processing late
payments.

                                       20
<PAGE>

      28.23 NO EASEMENTS  FOR AIR OR LIGHT.  Any  diminution  or shutting off of
light,  air or view by any structure  which may be erected on lands  adjacent to
the Business  Center will in no way affect this Lease or impose any liability on
Landlord.

      28.24 TAX  CREDITS.  Landlord is entitled to all local,  state and federal
income tax benefits  (including,  without  limitation,  investment  tax credits,
energy credits and  rehabilitation  credits)  available as a result of leasehold
improvements for which Landlord has paid, or lent money, or guaranteed  payment.
Promptly after Landlord's  demand,  Tenant will give Landlord a detailed list of
the leasehold  improvements  and fixtures and their  respective  costs for which
Tenant has paid  without a loan or  guarantee  by  Landlord,  and Tenant will be
entitled to tax benefits attributable to such listed improvements. Landlord will
be entitled to all other such tax benefits for all other leasehold improvements.

      28.25 RELOCATION OF THE PREMISES.  Landlord  reserves the unrestricted and
unconditional  right to relocate the Premises to substantially  comparable space
within the Business  Center.  Landlord will give Tenant a written  notice of its
intention to relocate the Premises,  and Tenant will  complete  such  relocation
within thirty (30) days after receipt of such written notice. If the furnishings
of the space to which Landlord proposes to relocate Tenant are not substantially
the same as those of the Premises,  or if the Monthly Base Rent of the new space
is not  substantially  the same as the prior  Monthly  Base Rent,  Tenant may so
notify  Landlord,  and if Landlord fails to offer space  satisfactory to Tenant,
Tenant may terminate this Lease  effective as of the thirtieth  (30th) day after
Landlord's  initial notice.  Upon Tenant's peaceable vacation and abandonment of
the premises, Landlord will pay to Tenant a sum equal to one monthly installment
of the  Monthly  Base Rent  payable  under this Lease.  If Tenant does  relocate
within the Business  Center,  then effective on the date of such relocation this
Lease will be amended by deleting the  description of the original  Premises and
substituting for it a description of such comparable  space.  Landlord agrees to
reimburse  Tenant for its actual  moving  costs to such other  space  within the
Business Center, to the extent such costs are reasonable.

      28.26  LANDLORD'S  FEES.  Whenever  Tenant  requests  Landlord to take any
action or give any consent required or permitted under this Lease, same will not
be unreasonably  withheld.  Tenant will reimburse Landlord for all of Landlord's
costs incurred in reviewing the proposed action or consent,  including,  without
limitation,  reasonable attorneys',  engineers',  architects',  accountants' and
other  professional  fees,  within ten (10) days after  Landlord's  delivery  to
Tenant of a statement  of such  costs.  Tenant  will be  obligated  to make such
reimbursement  without regard to whether Landlord  consents to any such proposed
action.

      28.27 BINDING EFFECT. The covenants,  conditions and agreements  contained
in this Lease  will bind and inure to the  benefit  of  Landlord  and Tenant and
their respective heirs,  distributees,  executors,  administrators,  successors,
and, except as otherwise provided in this Lease, their assigns.



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


WITNESS:                            LANDLORD:

                                    116 CORPORATE BOULEVARD LLC



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




ATTEST:                             TENANT:

                                    ION NETWORKS, INC.



                                    By:
------------------------------         ---------------------------------------
      Its Secretary

                                       21
<PAGE>

[Corporate Seal if applicable]

                                       22
<PAGE>

                                   EXHIBIT A
                                   ---------

                    LEGAL DESCRIPTION OF THE BUSINESS CENTER


The land referred to in this commitment is described as follows:



All  that  certain  Lot,  piece  or  parcel  of land,  with  the  buildings  and
improvements thereon erected,  situate,  lying and being in the Borough of South
Plainfield, County of Middlesex, State of New Jersey.

The following  description is described in accordance with the survey made by De
Muro Associates dated January 10, 2000 and Revised October 16, 2000.

BEGINNING  at a point of  intersection  of the  southwesterly  line of Corporate
Boulevard  with the  northeasterly  line of New Durham Road formerly Perth Amboy
Turnpike and from thence running;

(1) Along the said  northeasterly  line of New  Durham  Road North 79 degrees 47
minutes 28 seconds West, 320.27 feet to a point;

THENCE(2) North 27 degrees 15 minutes 22 seconds West, 915.22 feet to a point;

THENCE (3) North 62 degrees 44 minutes 38 seconds  East,  356.00 feet to a point
in the southwesterly line of Corporate Boulevard;

THENCE (4) Along the southwesterly line of Corporate Boulevard, South 27 degrees
15 minutes 22 East, 830.09 feet to a point of curve;

THENCE (5) Still along the southwesterly line of Corporate  Boulevard on a curve
to the right  having a radius of  444.00  feet,  a  distance  of 293.59  feet to
another point of curve;

THENCE (6) Still along the said line of  Corporate  Boulevard  on a curve to the
right  having a radius of 30 feet,  a  distance  of 11.04  feet to the point and
place BEGINNING.

NOTE:  Being Lot(s) 47.04,  47.03 & 47.02,  Block 528, Tax Map of the Borough of
South Plainfield, County of Middlesex.

                                       23
<PAGE>

                                   EXHIBIT B
                                   ---------

                                  THE PREMISES

                                       24
<PAGE>

                                   EXHIBIT C
                                   ---------

                                   WORKLETTER


Landlord  and Tenant  agree that Tenant will accept the demised  premises in "as
is" condition.

Tenant is responsible for obtaining its own Building  Permits and Certificate of
Occupancy.


OTHER COMMENTS:

Landlord agrees to do the following work:

1)    Clean existing carpet

2)    Repair and re-paint existing damaged walls

                                       25
<PAGE>

                                   EXHIBIT D
                                   ---------

                             RULES AND REGULATIONS


1.  Tenant  shall not  conduct  or permit to be  conducted  within  the  demised
premises  or any  portion of the  Business  Center any  political  gathering  or
meeting or  distribution  of any political  information  and will not install or
permit to be installed anywhere in the Business Center any poster or sign of any
political nature.

2. All  deliveries  or  shipments  of any kind to and from the Leased  Premises,
including  loading and unloading of goods,  shall be made only at such times, in
the areas and through the entrances  reasonably  designated  for such purpose by
Landlord.  Trailers  and/or trucks  servicing the Leased  Premises  shall remain
parked in the  Business  Center only during those  periods  necessary to service
Tenant's operations, but in no event shall such trailers or trucks remain parked
in the Business Center overnight.

3. No radio, television,  phonograph or other similar device, or aerial attached
thereto (inside or outside the Leased Premises) shall be installed without first
obtaining in each instance,  Landlord's  written  consent.  Any aerial installed
without  Landlord's  consent shall be subject to removal  without  notice at any
time. No radio, television,  phonograph or other similar device shall be used in
a manner so as to be heard or seen outside of the Leased Premises.

4. Tenant shall not burn trash or garbage in or about the Leased Premises or the
Business Center.

5. Tenant  shall not place or cause to be placed on any  vehicles  parked in the
common areas of the Business  Center,  any handbills,  bumper  stickers or other
advertising  or  promotional  materials  nor shall  Tenant use any of the common
areas in the Business  Center for business or promotional  purposes  without the
prior written consent of Landlord.

6. The plumbing  facilities  within or serving the Leased  Premises shall not be
used for any purposes other than for which they were constructed, and no foreign
substances of any kind shall be thrown therein.

7. Tenant shall not obstruct walkways,  entrances,  passages, courts, corridors,
vestibules,  halls or any common  areas in the Leased  Premises or the  Business
Center.

8. Tenant shall not keep on the Leased Premises inflammables,  such as gasoline,
kerosene,  naphtha,  benzine,  or  explosives,  or  any  other  articles  of  an
intrinsically dangerous nature.

9. Tenant shall be responsible for the observance of these rules and regulations
by Tenant's employees, agents, clients, customers, invitees and guests.

10.  Tenant  shall not make or permit  any noise or odor  which  Landlord  deems
objectionable  to emanate  from the Leased  Premises and no person shall use the
Leased Premises as sleeping quarters, sleeping apartments or lodging rooms.

11. Landlord may after notice to Tenant,  amend or add new rules and regulations
for the use and care of the Leased  Premises,  the  building of which the Leased
Premises  forms  a part  and the  common  areas  of the  Business  Center.  Such
amendments  or new rules shall be  reasonable  and shall apply  uniformly to all
tenants for the Business Center.

12. No equipment or other fixtures shall be attached to the outside walls or the
windowsills  of the  building  or  otherwise  affixed so as to project  from the
building, without the prior written consent of Lessor.

13.  Windows in the premises  shall not be covered or obstructed  by Lessee.  No
bottles, parcels, or other articles be placed on the windowsills,  in the halls,
or in any other part of the building other than the leased premises.


14. No additional locks or bolts of any kind shall be placed on any of the doors
by Lessee.  Lessee shall,  on the  termination of Lessee's  tenancy,  deliver to
Lessor,  all keys to any space  within  the  building,  either  furnished  to or

                                       26
<PAGE>

otherwise  procured  by  Lessee,  and  in the  event  of the  loss  of any  keys
furnished, Lessee shall pay to Lessor the cost thereof.

15. Lessor  reserves the right to prescribe the weight and position of all safes
and other heavy equipment so as to distribute properly the weight thereof and to
prevent any unsafe condition from arising. Business machines and other equipment
shall be placed  and  maintained  by  Lessee at  Lessee's  expense  in  settings
sufficient in Lessor's  reasonable  judgment to absorb and prevent  unreasonable
vibration, noise, and annoyance.

16.  Lessor  shall  not be  responsible  to  Lessee  for the  non-observance  or
violation of any of these rules by any other tenant.

17.  Lessor  hereby  reserves to itself any and all rights not granted to Lessee
hereunder,  including,  but not  limited  to,  the  following  rights  which are
reserved to Lessor for its purposes in operating the Business Center:

      (a) The exclusive  right to the use of the name of the Business Center for
all  purposes,  except that Lessee may use the name as its business  address and
for no other purpose;

      (b) The right to change  the name of the  Business  Center at any time and
from time to time, without incurring any liability to Lessee for so doing;

      (c) The right to install and  maintain a sign or signs on the  exterior of
the Business Center and/or anywhere in the Business Center Area;

      (d) The exclusive right to use or dispose of the use of all or any part of
the roof of the Business Center and Business Center Area;

      (e) The right to grant anyone the right to conduct any particular business
or undertaking in the Business Center or Business Center Area.

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<PAGE>

                                   EXHIBIT E
                                   ---------

                                 SIGN CRITERIA


It is  understood  and agreed  that the  Tenant  shall have the right to signage
similar to signs  presently  located in the  Business  Center  which the demised
premises is a part or signage  which falls under the  specifications  set forth,
whichever  policy is then in effect,  Tenant shall present to Landlord  prior to
construction  and  installation  of any sign, a  professionally  drawn rendering
specifying size, material,  copy and any other  specifications  included but not
limited to lighting and electrical load.

All signage must be approved in writing by the Landlord  prior to  installation,
Landlord's approval shall not be unreasonably withheld or delayed.

                                       28
<PAGE>

                                   EXHIBIT F
                                   ---------

                          ENVIRONMENTAL SPECIFICATION

            Environmental Representations and Compliance.
            --------------------------------------------

            (a) The  Tenant,  its  officers,  partners,  employees,  agents  and
subsidiaries,  agree to indemnify,  defend and hold the Landlord,  its officers,
partners,  employees,  successors or assigns,  harmless from any and all claims,
causes of action,  and any and all damages,  liabilities,  costs and expenses of
any kind whatsoever,  including fines,  assessments,  clean-up costs,  shut-down
fees,  contractor's  costs and actual  attorney  fees,  which  arise out of, are
asserted on account of, or  traceable  to Tenant's  use,  storage,  manufacture,
dumping,  leakage or the carrying on of any  activities or  occurrence  upon the
Premises that is the subject of this Lease relating to oil, waste oil, thinners,
spirits, materials all petro-chemical by-products,  and any substance,  material
or compound  classified as toxic or hazardous under any federal,  state or local
environmental  law, and any other  material or compound known to have an adverse
environmental impact.

            (b)               In addition,  Tenant  hereby  makes the  following
                              representations  to Landlord,  understanding  that
                              Landlord  shall  and  does in fact  rely  thereon.
                              Tenant  shall  also  indemnify,  defend  and  hold
                              Landlord harmless from any and all claims,  costs,
                              damages,  expenses,  attorney  fees, and causes of
                              action arising as a result of, or associated  with
                              these representations made by Tenant:

            (c)               Landlord will  indemnify and hold Tenant  harmless
                              for any environmental conditions existing prior to
                              Tenant's occupancy of leased premises. Landlord is
                              not   aware   of   any   existing    environmental
                              conditions.

                  (1) Air Quality:

                        (i)  Tenant  represents  that  any and all air  emission
permits  required  by state,  local or federal  authorities  have been  properly
obtained and will remain in force.

                        (ii)  Tenant   represents   that  its   facility  is  in
compliance with any conditions attendant to such permits.

                        (iii)  Tenant  represents  that its facility is and will
remain in compliance with Occupational Safety Health Act requirements  governing
exposure of workers to hazardous materials in the work place.

                  (2) Water Pre-Treatment:

                        (i) Tenant  represents  that any  present  discharge  of
industrial  waste water into the sewer  system has been  properly  permitted  by
local, state or federal authorities.

                        (ii)  Tenant  represents  that  all  permits  have  been
properly  complied  with and that  Tenant is not in  violation  of any  permits,
ordinances, or compliance requirements.

                  (3) Underground Storage Tanks:

                        (i)  Tenant  acknowledges  that there are  presently  no
underground  storage  tanks upon the  property  and that none will be  installed
without Landlord's specific written consent.

                  (4) Water Discharge:

                        (i) Tenant  represents  that any  permits for such water
discharge  have been  properly  obtained  and are  current and that Tenant is in
compliance therewith.

            (c) Tenant  further  understands  and agrees that Landlord  shall be
entitled to enter upon the Premises to conduct  environmental audit inspections,
tests,  borings,  samplings and the like which  Landlord  deems  reasonable  and
necessary to determine the environmental status of the property.

            (d)  Tenant  agrees  that it shall,  at its sole  cost and  expense,
fulfill, observe and comply with all of the terms and provisions of all federal,
state and local environmental laws now in effect or hereinafter  enacted, as any

                                       29
<PAGE>

of the same  may be  amended  from  time to time,  and all  rules,  regulations,
ordinances,  opinions,  orders  and  directive  issued or  promulgated  pursuant
thereto or in  connection  therewith,  as and to the extent any of the foregoing
may be applicable to the Property and Tenant's use and occupancy thereof.

            (e) Within ten (10) days after  written  request by the  Landlord or
any  mortgagee  of  Landlord,  and,  in any event,  on each  anniversary  of the
commencement  date  hereof,  Tenant  shall  deliver to  Landlord  or  Landlord's
mortgagee,  as the case may be, a duly  executed and  acknowledged  affidavit of
Tenant or Tenant's chief executive officer, certifying:

                  (1) The proper four digit Standard  Industrial  Classification
number ("S.I.C.  number")  relating to Tenant's then current use of the Property
(said S.I.C.  number to be obtained by  reference  to the then current  Standard
Industrial  Classification Manual prepared and published by the Executive Office
of the  President,  Office of  Management  and Budget or the  successors to such
publication).  Tenant hereby represents,  warrants and covenants that its S.I.C.
number as of the date of this Lease is as set forth in Section 1(i) hereof; and

                  (2) (a) That Tenant's use of the Property does not involve and
has  not  involved  the  generation,   manufacture,   refining,  transportation,
treatment,  storage,  handling,  or disposal of petroleum  products or hazardous
substances or wastes (as hazardous  substances and hazardous  wastes are defined
in any  Environmental  Laws) on site,  above  ground or below ground (all of the
foregoing  being  hereinafter  collectively  referred  to  as  the  Presence  of
Hazardous Substances); or (b) that Tenant's use does involve or has involved the
Presence of Hazardous Substances,  in which event, such affidavit shall describe
in detail that  portion of Tenant's  operations  which  involves or involved the
Presence of Hazardous Substances. Said description shall identify each Hazardous
Substance  and  describe  the manner in which it is or was  generated,  handled,
manufactured,  refined, transported, treated, stored, and/or disposed of. Tenant
shall supply Landlord or Landlord's  mortgagee with such additional  information
relating to said  Presence of  Hazardous  Substances  as Landlord or  Landlord's
mortgagee may request.

            (f)  Tenant  shall  provide  Landlord  with  copies of all  reports,
information and materials filed with or provided to any  governmental  agency or
authority pursuant to any of the environmental laws.

            (g) In the event that, upon the date of termination or expiration of
the  term of this  Lease,  Tenant  has  not  satisfied  and  complied  with  all
requirements  imposed  upon  Landlord  if said  requirements  are imposed due to
Tenant or Tenant's  actions,  or Tenant under any  environmental  laws or by any
governmental  agency or authority  pursuant to any  environmental  laws,  Tenant
shall continue to pay Fixed Rent at the annual rent payable immediately prior to
such date of termination or expiration plus an increase for each year until such
obligation  terminates,  each  such  annual  increase  to be  determined  by the
percentage increase in the Consumer Price Index published by the Bureau of Labor
Statistics of the United States for All Urban  Consumers  (1982-1984-100).  Such
increased  portion of rent over the Fixed Rent shall be computed by the increase
in the Index from three (3) months prior to the initial Term of the Lease to the
later of three  (3)  months  prior to the  expiration  of the Lease or three (3)
months prior to the anniversary of each  continuance of the Lease  multiplied by
the annual rental during the last year of the Lease.  The increased  rental when
added to the previous  Fixed Rent shall  become the new Fixed Rent.  In no event
shall Fixed Rent be reduced  below the amount  payable for the prior year.  Such
Fixed  Rent  shall be  payable  notwithstanding  that  Tenant  may be barred and
precluded  from  occupying and using the  Property.  Such payments of Fixed Rent
shall continue until Tenant has complied in full with the  requirements  imposed
by  environmental  laws  or by  governmental  agencies  and  authorities  having
jurisdiction   with  respect  thereto  and  has  provided  to  Landlord  written
confirmation from governmental agency or authority having jurisdiction that such
compliance has in fact occurred.  Tenant shall, in addition to payments of Fixed
Rent as  aforesaid,  promptly pay any fines,  penalties,  levies or  assessments
against the  Property or Landlord  which are imposed at any time or from time to
time as a result of any action,  act or failure to act of the Tenant relating to
environmental laws.

            (h) Tenant  agrees  that each and every  provision  of this  Section
shall survive the expiration or earlier termination of the Term of this Lease.

                                       30
<PAGE>

                                   EXHIBIT I
                                   ---------

                                OPTION TO RENEW




OPTION TO RENEW THE LEASE.  The Tenant  may extend the term of this  lease.  The
extended  term will be on all of the terms,  covenants,  and  conditions  of the
lease  applicable  at the  expiration  date of the initial  lease subject to the
following terms and conditions.

      (a) OPTION  PERIOD.  So long as Tenant is not in default under this Lease,
      either at the time of exercise or at the time the extended term commences,
      the Tenant will have the option to extend the  initial  term of this lease
      for two (2)  additional  consecutive  periods  of  three  (3)  years  each
      hereinafter referred to as the "first (1st) option period" and the "second
      (2nd) option period" and together as the "option period".

      (b) NOTICE. The Tenant will exercise its option by giving Landlord written
      notice (option  notice) at least six (6) months prior to the expiration of
      the initial term of the lease for the first option period and at least six
      (6) months prior to the  expiration  of the first (1st) option  period for
      exercising the option for the second (2nd) option period.

      (c) OPTION PERIOD RENT.  The rental for each option period shall be 95% of
      the CPI increase to be determined as follows:

      1)    The Consumer Price Index  hereinafter  referred to as the CPI, shall
            be the Consumer Price Index - Average for All Urban  Consumers,  All
            Items, as published by the United States Bureau of Labor Statistics.
            In the event of a change in the method of  determining  the CPI,  an
            adjustment  shall be made in the  revised  index to produce  results
            equivalent,  as nearly  possible,  to those  which  would  have been
            obtained had the CPI not been changed.

      2)    "Base  Level  Index" as used  herein  shall be the one month  period
            three months prior to the  commencement  of the initial term of this
            Lease.

      3)    "Lease  Year  Index" as used  herein  shall be the one month  period
            three months prior to the commencement of each option period.

      4)    The monthly rental for the option periods shall be calculated  using
            the following formula:

            .95 (Lease Year Index - Base Level Index) x  Annual  = Option Period
            -----------------------------------------  Base Rent   Min Base Rent
                        Base Level Index

5)          However, the annual rental for each option shall in no event be less
            than $54,060.

                                       31