<PAGE>

                                                                   EXHIBIT 10.22


                                 OFFICE LEASE



                                by and between

                              G & W INVESTMENTS,
                 a nini Kumiai formed under the laws of Japan,

                                 as Landlord,



                                      and



                            PSW TECHNOLOGIES, INC.,
                            ----------------------
                            a Delaware corporation

                                   as Tenant
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
<S>                                                                         <C>
SECTION I.     TERMS AND DEFINITIONS........................................   1
SECTION II.    PROPERTY LEASED..............................................   2
   A.   Premises............................................................   2
        --------
   B.   Common Areas........................................................   2
        ------------
   C.   Variations In Area..................................................   2
        ------------------
   D.   Substitution of Space...............................................   2
        ---------------------
SECTION III.   COMMENCEMENT OF TERM AND POSSESSION OF PREMISES..............   3
   A.   Lease Commencement Date.............................................   3
        -----------------------
   B.   Completion of Tenant Improvements and Possession of Premises........   3
        ------------------------------------------------------------
   C.   Extension of Lease Commencement Date................................   3
        ------------------------------------
   D.   Acceptance and Suitability..........................................   4
        --------------------------
SECTION IV.    RENT.........................................................   4
   A.   Monthly Rental......................................................   4
        --------------
   B.   Consumer Price Index Increases......................................   5
        ------------------------------
   C.   Additional Rent.....................................................   5
        ---------------
SECTION V.     REIMBURSEMENT OF COMMON EXPENSES.............................   6
   A.   Definitions.........................................................   6
        -----------
   B.   Reimbursement.......................................................   7
        -------------
   C.   Rebate of Excess Charges or Payment of Additional Charges...........   7
        ---------------------------------------------------------
   D.   Right to Audit......................................................   8
        --------------
   E.   Control of Common Areas.............................................   8
        -----------------------
SECTION VI.    SECURITY DEPOSIT.............................................   9
SECTION VII.   TENANT'S TAXES...............................................   9
SECTION VIII.  USE OF PREMISES..............................................  10
   A.   Permitted Uses......................................................  10
        --------------
   B.   Compliance with Laws................................................  10
        --------------------
   C.   Hazardous Materials.................................................  10
        -------------------
   D.   Landlord's Rules and Regulations....................................  13
        --------------------------------
SECTION IX.    SERVICE AND UTILITIES........................................  13
   A.   Standard Building Services and Reimbursement by Tenant..............  13
        ------------------------------------------------------
   B.   Limitation on Landlord's Obligations................................  14
        ------------------------------------
   C.   Excess Service......................................................  14
        --------------
   D.   Security Services...................................................  14
        -----------------
SECTION X.     MAINTENANCE AND REPAIRS......................................  15
   A.   Landlord's Obligations..............................................  15
        ----------------------
   B.   Tenant's Obligations................................................  15
        --------------------
   C.   Landlord's Right to Make Repairs....................................  15
        --------------------------------
   D.   Condition of Premises Upon Surrender................................  16
        ------------------------------------
SECTION XI.    ENTRY BY LANDLORD............................................  16
SECTION XII.   ALTERATIONS, ADDITIONS AND TRADE FIXTURES....................  16
SECTION XIII.  MECHANIC'S LIENS.............................................  17
SECTION XIV.   INSURANCE....................................................  18
   A.   Tenant..............................................................  18
        ------
   B.   Landlord............................................................  19
        --------
SECTION XV.    INDEMNITY; WAIVER OF SUBROGATION.............................  19
   A.   Tenant Indemnity....................................................  19
        ----------------
   B.   Landlord Indemnity..................................................  20
        ------------------
   C.   Waiver of Subrogation...............................................  20
        ---------------------
   D.   Limitation on Landlord's Liability; Release of Trustees, Officers
        -----------------------------------------------------------------
   and Partners of Landlord.................................................  20
   ------------------------
SECTION XVI.   ASSIGNMENT AND SUBLETTING BY TENANT..........................  21
SECTION XVII.  TRANSFER OF LANDLORD'S INTEREST..............................  24
SECTION XVIII. DAMAGE AND DESTRUCTION.......................................  25
   A.   Minor Insured Damage................................................  25
        --------------------
   B.   Major or Uninsured Damage...........................................  25
        -------------------------
   C.   Abatement of Rent...................................................  26
        -----------------
   D.   Waiver..............................................................  26
        ------
</TABLE>

                                    Page i
<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION XIX.     CONDEMNATION...............................................  26
   A.   Total or Partial Taking.............................................  26
        -----------------------
   B.   Award...............................................................  27
        -----
   C.   Abatement in Rent...................................................  27
        -----------------
   D.   Temporary Taking....................................................  27
        ----------------
   E.   Transfer of Landlord's Interest to Condemnor........................  27
        --------------------------------------------
SECTION XX.      DEFAULT....................................................  28
   A.   Tenant's Default....................................................  28
        ----------------
   B.   Remedies............................................................  29
        --------
SECTION XXI.     LATE PAYMENTS/INTEREST AND LATE CHARGES....................  31
   A.   Interest............................................................  31
        --------
   B.   Late Charges........................................................  31
        ------------
   C.   Consecutive Late Payment of Rent....................................  31
        --------------------------------
   D.   No Waiver...........................................................  31
        ---------
SECTION XXII.    LIEN FOR RENT..............................................  32
SECTION XXIII.   HOLDING OVER...............................................  32
SECTION XXIV.    ATTORNEYS' FEES............................................  33
SECTION XXV.     MORTGAGEE PROTECTION.......................................  33
   A.   Subordination; Nondisturbance.......................................  33
        -----------------------------
   B.   Attornment..........................................................  33
        ----------
   C.   Amendment...........................................................  34
        ---------
SECTION XXVI.    ESTOPPEL CERTIFICATE/FINANCIAL STATEMENTS..................  34
   A.   Estoppel Certificate................................................  34
        --------------------
   B.   Furnishing of Financial Statements..................................  34
        ----------------------------------
SECTION XXVII.   PARKING....................................................  35
SECTION XXVIII.  SIGNS; NAME OF BUILDING....................................  36
SECTION XXIX.    QUIET ENJOYMENT............................................  36
SECTION XXX.     BROKERS AND AGENTS.........................................  36
SECTION XXXI.    NOTICES....................................................  37
SECTION XXXII.   NOTICE AND CURE TO LANDLORD AND MORTGAGEE..................  37
SECTION XXXIII.  GENERAL....................................................  37
   A.   Paragraph Headings..................................................  37
        ------------------
   B.   Incorporation of Prior Agreements; Amendments.......................  37
        ---------------------------------------------
   C.   Waiver..............................................................  38
        ------
   D.   Short Form or Memorandum of Lease...................................  38
        ---------------------------------
   E.   Time of Essence.....................................................  38
        ---------------
   F.   Examination of Lease................................................  38
        --------------------
   G.   Severability........................................................  38
        ------------
   H.   Surrender of Lease Not Merger.......................................  38
        -----------------------------
   I.   Corporate Authority.................................................  38
        -------------------
   J.   Governing Law.......................................................  39
        -------------
   K.   Force Majeure.......................................................  39
        -------------
   L.   Use of Language.....................................................  39
        ---------------
   M.   Successors..........................................................  39
        ----------
   N.   No Reduction of Rental..............................................  39
        ----------------------
   O.   No Partnership......................................................  39
        --------------
   P.   Exhibits............................................................  40
        --------
   Q.   Survival of Indemnities.............................................  40
        -----------------------
   R.   Nondisclosure of Lease Terms........................................  40
        ----------------------------
   S.   Waiver of Jury Trial................................................  40
        --------------------
SECTION XXXIV.   EXECUTION..................................................  41
EXHIBIT "A"  Site Plan for the Project......................................  43
EXHIBIT "B"  Floor Plan of the Premises.....................................  44
EXHIBIT "C"  Construction Work Letter.......................................  45
EXHIBIT "D"  Rent Schedule..................................................  46
EXHIBIT "E"  Rules and Regulations..........................................  47
EXHIBIT "F"  Amendment of Lease Commencement Date Form......................  51
</TABLE>

                                    Page ii
<PAGE>

                                 OFFICE LEASE

THIS LEASE is entered into by and between Landlord and Tenant effective as of
this 23/rd/ day of April 1999 ("Effective Date").


SECTION I. TERMS AND DEFINITIONS

The following terms as used herein shall have the meanings as set forth below:

A.   "Landlord" means G & W Investments, a nini Kumiai formed under the laws of
     Japan, and its successors and assigns.

B.   "Tenant" means PSW Technologies, Inc., a Delaware corporation.
                    -----------------------   --------------------

C.   "Building" means the building in which the Premises are located which has
     approximately 41,941 net rentable square feet and is located at 3055
                   ------
     112/th/ Ave. NE, in the City of Bellevue, Washington.

D.   "Project" means the Corporate Campus East (Buildings A, B, & C) located in
     the City Bellevue, Washington, in which Project the Building is located as
     shown on the site plan attached hereto as Exhibit A.
                                               ---------

E.   "Premises" means suite(s) 202 located on the Second floor of the Building
     consisting of approximately Six Thousand Six Hundred Ninety Eight (6,698)
     net rentable square feet, as more particularly shown on Exhibit B attached
                                                             ---------
     hereto and incorporated herein by this reference.

F.   "Term" means the Thirty-Six (36) month period commencing on the Lease
     Commencement Date and expiring on the Expiration Date.

G.   "Lease Commencement Date" means May 1, 1999; provided, however, that if the
     Lease Commencement Date stated in this subsection is amended pursuant to
     Section III.  C. below, Landlord and Tenant shall execute and attach hereto
     as a new Exhibit F, an Amendment of Lease Commencement Date, in form of
              ---------
     that attached hereto as Exhibit F, which shall specify such amended Lease
                             ---------
     Commencement Date and, if applicable, an amended Expiration Date.

H.   "Expiration Date" means April 30, 2002 unless amended in an Amendment of
     Lease Commencement Date executed as provided above.

I.   "Monthly Rental" means the amounts specified in the Rent Schedule attached
     hereto as Exhibit D and incorporated herein, payable as set forth in
               ---------
     Section IV. B. below.

J.   "Base Operating Expense" means the amount of Common Operating Costs (as
     defined in Section V. below) actually incurred for the period from January
     1, 1999 to December 31, 1999, which amount shall be paid by Landlord each
     year during the Term and not Tenant.

K.   "Security Deposit" means Fourteen Thousand Ninety Four no/100 Dollars
     ($14,094.00).

L.   "Permitted Use" means General office use.

M.   "Broker" means None.


N.   "Landlord's Address for Notice" means G & W Investments, c/o SUHRCO
     Management Inc., 10655 NE 4/th/, Ste. 710, Bellevue, WA 98004; with a copy
     to: The Mutual Life Insurance Company of New York, 7600 East

                                    Page 1
<PAGE>

     Eastman Avenue, Suite 300, Denver, Colorado 80231, Attention: Legal
     Department.

O.   "Tenant's Address for Notice" means PSW Technologies Inc., Building Three
     Suite 200, 6300 Bridgepoint Parkway, Austin, TX 78730, Attn: General
     Counsel.

P.   "Tenant's Proportionate Share" for Tenant's reimbursement of Common
     Operating Costs and other expenses to be pro-rated hereunder means 15.97%
                                                                        -----
     which is the quotient obtained by dividing the total number of square feet
     of net rentable floor area in the Building into the total number of square
     feet of net rentable floor area within the Premises.

Q.   "Tenant's Parking Spaces" means Fifteen (15) total parking spaces located
     in such areas of the Project as Landlord determines and divided as follows:
     Five (5) covered, reserved, the cost for which is covered in Subsection R.
     below, and Ten (10) non-covered or surface, all of which non-covered shall
     be non-exclusive, unassigned and free for the term hereof.

R.   "Monthly Parking Rent" means Twenty-five dollars ($25.00) per month payable
     by Tenant for the reserved portion of Tenant's Parking Spaces.  Such
     Monthly Parking Rent is subject to change as Landlord adjusts the parking
     rate for the Building and shall be considered Additional Rent and shall be
     due and payable without notice or demand, on or before the first day of
     each calendar month.


SECTION II. PROPERTY LEASED

A.   Premises
     --------

     Upon and subject to the terms, covenants and conditions hereinafter set
     forth, Landlord hereby leases to Tenant, and Tenant hereby leases from
     Landlord, the Premises; reserving to Landlord, however, (a) the use of the
     exterior walls, roof, return air plenum and the area under the Premises
     floor and (b) the rights to make structural (building) modifications and
     the right to install, maintain, use, repair and replace pipes, ducts,
     conduits, and wires to serve or serving other tenant premises in the
     Building through the Premises in locations which will not materially
     interfere with Tenant's use thereof.

B.   Common Areas
     ------------

     Subject to the terms, covenants and conditions of this Lease, Tenant shall
     have the right, for the benefit of Tenant and its employees, suppliers,
     shippers, customers and invitees, to the non-exclusive use of all of the
     Common Areas as hereinafter defined.

C.   Variations In Area
     ------------------

     The net rentable square feet of the Premises and Building as set forth in
     Section I. above are agreed to be the actual net rentable square footages
     of each to be used for all purposes under this Lease regardless of
     variations later determined to exist.

     Intentionally deleted
     ---------------------

                                    Page 2
<PAGE>

SECTION III. COMMENCEMENT OF TERM AND POSSESSION OF PREMISES

A.   Lease Commencement Date
     -----------------------

     The Term of the Lease shall commence on the Lease Commencement Date (as
     extended only pursuant to Section III. C. below, if applicable), and shall
     continue, subject to earlier termination as provided herein, until the
     Expiration Date (as extended only pursuant to subsection C. below).

B.   Completion of Tenant Improvements and Possession of Premises
     ------------------------------------------------------------

     Upon execution of this Lease by the parties, Landlord shall proceed to
     complete the tenant improvements in the Premises described as "Landlord's
     Work" in the "Construction Work Letter" attached hereto and incorporated
     herein as Exhibit C. At the time such work has been substantially completed
     in accordance with the Construction Work Letter, except for minor
     decorative or other "punch list" items as contemplated in subsection D.
     below, and the Premises has been approved for occupancy under the
     applicable building code (which together shall constitute "Substantial
     Completion" hereunder), Landlord shall notify Tenant thereof and Tenant
     shall take possession of the Premises on the Lease Commencement Date. In
     the event permission is given to Tenant to enter or occupy all or a portion
     of the Premises prior to the Lease Commencement Date, such occupancy shall
     be subject to all of the terms and conditions of this Lease. If applicable,
     Tenant shall complete all tenant improvements described as "Tenant's Work"
     in Exhibit C hereto, and shall open the Premises for business, on or before
        ---------
     the Lease Commencement Date. Any professional fees or costs and expenses
     incurred by Landlord in reviewing plans and specifications for Tenant's
     Work shall be paid to Landlord by Tenant upon demand as additional rent.
     All tenant improvements constructed in the Premises, whether by Landlord or
     by (or on behalf of) Tenant and whether at Landlord's or Tenant's expense,
     shall become part of the Premises and shall be and remain the property of
     Landlord unless Landlord specifically agrees otherwise in writing.

C.   Extension of Lease Commencement Date
     ------------------------------------

     If the Premises are not Substantially Completed on the original Lease
     Commencement Date specified in Section I. due to one or more delays caused
     by Landlord or caused by matters beyond the control of Landlord, this Lease
     and the obligations of Landlord and Tenant hereunder shall nevertheless
     continue in full force and effect.  However, in such event

                                    Page 3

<PAGE>

     Landlord and Tenant shall agree on an amendment of the original Lease
     Commencement Date to reflect such delay or delays and shall, in each
     instance, execute and attach hereto an amendment in the form of that
     attached as Exhibit F hereto stating such amended Lease Commencement Date
                 ---------
     and, if applicable, an amended Expiration Date and no rental shall be
     payable by Tenant hereunder until the amended Lease Commencement Date. The
     delay in commencement of the Term and in Tenant's obligation to pay rent
     described in the foregoing sentence shall constitute full settlement of all
     claims that Tenant might otherwise have by reason of the Premises not being
     Substantially Completed on the original Lease Commencement Date specified
     in Section I. above.

     If the Premises are not Substantially Completed on the Lease Commencement
     Date due to one or more delays caused by Tenant, or anyone acting under or
     for Tenant, Landlord shall have no liability for such delay and the Lease
     Commencement Date shall nevertheless begin as of the Lease Commencement
     Date stated in Section I. (as extended only because of Landlord's delay
     pursuant to this subsection C., if applicable).

D.   Acceptance and Suitability
     --------------------------

     Within fifteen (15) days following the date Tenant takes possession of the
     Premises, Tenant may provide Landlord with a "punch list" which sets forth
     an itemization of any reasonable corrective work to be performed by
     Landlord with respect to the Landlord's Work as set forth in the
     Construction Work Letter; provided, however, that Tenant's obligation to
     pay Monthly Rental as provided below shall not be affected thereby. If
     Tenant fails to submit such "punch list" to Landlord within such fifteen
     (15) day period, Tenant agrees that by taking possession of the Premises it
     will conclusively be deemed to have inspected the Premises and found the
     Premises in satisfactory condition. Tenant acknowledges that neither
     Landlord, nor any agent, employee or servant of Landlord, has made any
     representation with respect to the Premises or the Project, or with respect
     to the suitability of them to the conduct of Tenant's business, nor has
     Landlord agreed to undertake any modifications, alterations, or
     improvements of the Premises or Project, except as specifically provided in
     this Lease.

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY
     DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED
     WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, FITNESS OR
     SUITABILITY FOR PURPOSE, OR THAT THE PROJECT (OTHER THAN THE IMPROVEMENTS
     CONSTRUCTED BY LANDLORD IN THE PREMISES) HAVE BEEN CONSTRUCTED IN A GOOD
     AND WORKMANLIKE MANNER.  TENANT EXPRESSLY ACKNOWLEDGES THAT LANDLORD DID
     NOT CONSTRUCT OR APPROVE THE QUALITY OF CONSTRUCTION OF THE PROJECT.


SECTION IV. RENT

A.   Monthly Rental
     --------------

     Commencing on the Lease Commencement Date (subject, however, to any
     modifications or adjustments specified hereinbelow and/or in the "Rent
     Schedule" attached hereto as Exhibit D, Tenant shall pay to Landlord during
                                  ---------
     the Term, rental for the entire Term in the total amount as set forth in
     Exhibit D payable in monthly installments (the "Monthly Rental") in the
     ---------
     amount(s) set forth in Exhibit D, which sum shall be payable by Tenant on
                            ---------
     or before the first day of each month, in advance, without further notice,
     at the address specified for Landlord in Section I., or

                                    Page 4
<PAGE>

     such other place as Landlord shall designate, without any prior demand
     therefor and without any abatement, deduction or setoff whatsoever, except
     as otherwise expressly provided herein. Notwithstanding the foregoing,
     Monthly Rental for the first full month of the Term shall be paid upon the
     Commencement Date. If the Lease Commencement Date should occur on a day
     other than the first day of a calendar month, or the Expiration Date should
     occur on a day other than the last day of a calendar month, then the rental
     for such fractional month shall be prorated on a daily basis upon a thirty
     (30) day calendar month.

     intentionally deleted
     ---------------------

C.   Additional Rent
     ---------------

     As used in this Lease, the term "rent" shall mean the Monthly Rental plus
     all "additional rent", which shall mean all other amounts payable by Tenant
     to Landlord pursuant to this Lease other than Monthly Rental, including
     without limitation, Tenant's Proportionate Share of Common Operating Costs
     and Monthly Parking Rent.  All Monthly Rental and additional rent shall be
     paid in lawful money of the United States which shall be legal tender at
     the time of payment.  Where no other time is stated herein for payment,
     payment of any amount payable from Tenant to Landlord hereunder shall be
     due, and made, within ten (10) days after Tenant's receipt of Landlord's
     invoice or statement therefor.

                                    Page 5
<PAGE>

SECTION V. REIMBURSEMENT OF COMMON EXPENSES

A.   Definitions
     -----------

     (1)  "Common Areas" means all areas, space, equipment and special services
          provided by Landlord for the common or joint use and benefit of the
          tenants, their employees, agents, servants, suppliers, customers and
          other invitees, including, by way of illustration, but not limitation,
          retaining walls, fences, landscaped areas, parks, curbs, sidewalks,
          private roads, restrooms, stairways, elevators, lobbies, hallways,
          patios, service quarters, parking areas, all common areas and other
          areas within the exterior of the Building and in the Project or as
          shown on the site plan attached to this Lease as Exhibit A.
                                                           ---------

          (2)  "Taxes" shall mean all real property taxes, personal property
          taxes, improvement bonds, and other charges and assessments which are
          levied or assessed upon or with respect to the Building and Project
          and the land on which the Building and Project are located and any
          improvements, fixtures and equipment and all other property of
          Landlord, real or personal, located in the Building and Project and
          used in connection with the operation of the Building and Project and
          the land on which the Building and Project are located, including any
          increase in such taxes, whether resulting from a reassessment of the
          value of the land, the Building or the Project, personal property, or
          for any other reason, imposed by any governmental authority, and any
          tax which shall be levied or assessed in addition to or in lieu of
          such real or personal property taxes and any license fees, commercial
          rental tax, or other tax upon Landlord's business of leasing the
          Building and the Project, but shall not include any federal or state
          income tax, or any franchise, capital stock, estate, inheritance,
          succession, transfer and excess profit taxes imposed upon Landlord,
          and shall also include any tax consultant fee or other costs incurred
          by Landlord to review or contest any tax assessed against the
          Premises, Building, or Project.

          (3)  "Common Operating Costs" shall mean the aggregate of all costs
          and expenses payable by Landlord in connection with the operation,
          maintenance and repair of the Premises, Building, Project and Common
          Areas, including, but not limited to, (a) the cost of landscaping,
          repaving, resurfacing, repairing, replacing, painting, lighting,
          cleaning, removing trash, janitorial services, security services and
          other similar items; (b) the total cost of compensation (including
          employment taxes and fringe benefits) of personnel who perform or
          implement the services referenced herein in connection with the
          Premises, Building, Project and Common Areas; excluding executive,
          proprety manager and accounting personnel; (c) all Taxes; (d) the cost
          of any insurance obtained by Landlord in connection with the Building
          and Project, including, but not limited to, the insurance required to
          be obtained by Landlord pursuant to this Lease; (e) the cost of
          operating, repairing and maintaining the mechanical, electrical,
          plumbing, life safety, and access systems; (f) the cost of monitoring
          services, if provided by Landlord, including, without limitation, any
          monitoring or control devices used by Landlord in regulating the
          parking areas; (g) the cost of water, electricity, gas and any other
          utilities; (h) legal, accounting and consulting fees and expenses; (i)
          energy allocation, energy use surcharges, or environmental charges;
          (j) expenditures made, and costs, fees, assessments and other charges
          paid, by Landlord in connection with traffic or energy management
          programs applicable to the Project or in connection with Landlord's

                                    Page 6
<PAGE>

          compliance with laws or other governmental requirements; (k) municipal
          inspection fees or charges; (l) costs or expenses incurred by Landlord
          to provide management services for the Premises, Building or Project;
          but in no event will this cost include executive personnel beyond the
          level of the property manager, additionally, as long as the current
          management agreement is in effect, neither will the cost of persons
          include that of the Property Manager or any accounting personnel; (m)
          the amortized cost, including financing costs if applicable, of any
          equipment, device or other capital improvement installed by Landlord
          in the Premises, Building or Project for the which achieve economies
          in the operation, maintenance and/or repair thereof; and (n) any other
          costs or expenses incurred by Landlord under this Lease which are not
          otherwise reimbursed directly by tenants; (o) the amount charged by
          any management firm contracted by Landlord to provide any or all of
          the foregoing services; and (p) any fees, costs, expenses or dues
          payable pursuant to the terms of any covenants, conditions or
          restrictions or owners' association pertaining to the Building and/or
          the Project. The computation of Common Operating Costs shall be made
          in accordance with generally accepted accounting principles.

          (4)  In the event during all or any portion of any calendar year the
          Building is not at least ninety-five percent (95%) rented and
          occupied, Landlord may elect to make an appropriate adjustment to the
          Common Operating Costs for such year, employing sound accounting and
          management principles, to determine the Common Operating Costs that
          would have been paid or incurred by Landlord had the Building been
          ninety-five percent (95%) rented and occupied and the amount so
          determined shall be deemed to have been the Common Operating Costs for
          such year.

B.   Reimbursement
     -------------

     Within a reasonable time before the commencement of each calendar year
     during the Term, Landlord shall deliver to Tenant a reasonable estimate of
     the anticipated Common Operating Costs for the forthcoming calendar year.
     Tenant shall pay to Landlord, as additional rent, commencing on the Lease
     Commencement Date, and continuing on the first day of each calendar month
     thereafter, an amount equal to one-twelfth (1/12th) of the product obtained
     by multiplying (1) the remainder of the then estimated Common Operating
     Costs less the Base Operating Expense paid by Landlord, times (2) Tenant's
     Proportionate Share; provided, however, that such amount shall not be less
     than zero dollars ($0). The estimated monthly charge for Tenant's
     Proportionate Share may be adjusted periodically by Landlord during the
     calendar year on the basis of Landlord's reasonably anticipated costs. Any
     expenditure by Landlord (e.g. resurfacing of parking areas, painting
     buildings, refurbishing landscaping or walkways and similar items) during
     the year which was not included in determining the estimated Common
     Operating Costs, may be billed separately to Tenant according to Tenant's
     Proportionate Share.

C.   Rebate of Excess Charges or Payment of Additional Charges
     ---------------------------------------------------------

     Within a reasonable time after the end of each calendar year, Landlord
     shall furnish Tenant with a statement showing the Common Operating Costs
     actually paid or incurred by Landlord for such year less the Base Operating
     Expense, if any, and Tenant's Proportionate Share thereof ("Tenant's Actual
     Operating Cost"), which shall in no event be less than zero dollars ($0).
     If the amount of Tenant's Estimated Operating Cost paid by Tenant for such
     calendar year exceeds Tenant's Actual Operating Cost

                                    Page 7
<PAGE>

     for that year, Landlord shall refund such excess to Tenant within thirty
     (30) days after such determination or Landlord may, at its sole option,
     apply such excess to any outstanding amounts due Landlord. If Tenant's
     Estimated Operating Cost actually paid by Tenant is less than Tenant's
     Actual Operating Cost, Tenant shall pay such shortfall to Landlord, as
     additional rent, within thirty (30) days after receipt of Landlord's
     statement showing the amount due. If the Lease commences on a date other
     than on the first day of a calendar year or expires or otherwise
     terminates, on a date other than on the last day of a calendar year, the
     foregoing payments shall be prorated accordingly.

D.   Right to Audit
     --------------

     If Tenant wishes to dispute Landlord's determination of Common Operating
     Costs or calculation of Tenant's Proportionate Share thereof payable by
     Tenant, Tenant shall give Landlord written notice of such dispute within
     ten (10) business days after Tenant's receipt of the statement from
     Landlord referred to in subsection C. above. If Tenant does not give
     Landlord such notice within such time, Tenant hereby agrees that its right
     to dispute such determination or calculation is waived. Promptly after
     giving of such written notice, Landlord shall meet with Tenant in an
     attempt to reconcile any outstanding disputes. If such efforts do not
     succeed, Landlord shall make its records relating to the matter in dispute
     reasonably available for audit and copying by Tenant and its
     representatives at Tenant's sole cost. If Tenant's audit reveals a greater
     than ten percent (10%) variance from Landlord's calculation, then within
     fifteen (15) business days after Landlord's receipt of notice thereof,
     Landlord and Tenant shall mutually agree upon an accountant to conduct an
     independent audit, the initial cost of which shall be borne equally by
     Landlord and Tenant. If Landlord and Tenant cannot so agree, then Landlord
     shall select a national accounting firm to conduct such audit. If this
     independent audit reveals that the amount previously determined by Landlord
     was incorrect, a correction shall be made and either Landlord shall
     promptly refund any overpayment to Tenant or Tenant shall promptly pay any
     underpayment to Landlord within fifteen (15) business days after receipt of
     the results of the audit. If the independent audit reveals a greater than
     ten percent (10%) variance from Landlord's calculation, then Landlord shall
     pay the full cost of such independent audit and shall within fifteen (15)
     business days after demand reimburse Tenant any portion thereof previously
     paid by Tenant. If a variance of less than ten percent (10%) is revealed,
     then Tenant shall pay the full cost of such independent audit and shall
     within fifteen (15) business days after demand reimburse Landlord for any
     portion thereof previously paid by Landlord. Notwithstanding the pendency
     of any dispute hereunder, Tenant shall make payments based upon Landlord's
     calculation until it has been established to be incorrect pursuant to the
     foregoing procedures.

E.   Control of Common Areas
     -----------------------

     Tenant's use of the Common Areas shall be subject to the provisions of this
     Lease and Landlord's rights, hereby reserved, to (a) restrain the use of
     the Common Areas by unauthorized persons, (b) utilize from time to time any
     portion of the Common Areas for promotional and related matters, (c)
     temporarily close any portion of the Common Areas for repairs, improvements
     or alterations, (d) change the shape and size of the Common Areas or change
     the location of improvements within the Common Areas, including, without
     limitation, parking areas, roadways and curb cuts, and, (e) prohibit access
     to or use of Common Areas that are designated for the storage of supplies
     or operation of equipment necessary to operate the Project or Building. In
     addition, Landlord may determine the nature, size and extent of the Common
     Areas as well as make changes to the Common Areas and take such other
     actions in

                                    Page 8
<PAGE>

     connection therewith from time to time which, in its opinion, are deemed
     desirable.


SECTION VI. SECURITY DEPOSIT

Upon execution of this Lease, Tenant shall deposit with Landlord the Security
Deposit defined in Section I. above, which shall be held by Landlord as security
for the performance by Tenant of all terms, covenants and conditions of this
Lease. It is expressly understood and agreed that such deposit is not an advance
rental payment or deposit or a measure of Landlord's damages in case of Tenant's
default. If Tenant defaults with respect to any provision of this Lease,
including, but not limited to, the provisions relating to the payment of rent or
the obligation to repair and maintain the Premises or to perform any other term,
covenant or condition contained herein, Landlord may (but shall not be required
to), without prejudice to any other remedy provided herein or provided by law
and without notice to Tenant, use the Security Deposit, or any portion of it, to
cure the default or to compensate Landlord for all damages sustained by Landlord
resulting from Tenant's default. Tenant shall immediately on demand pay to
Landlord a sum equivalent to the portion of the Security Deposit so expended or
applied by Landlord as provided in this paragraph so as to maintain the Security
Deposit in the sum initially deposited with Landlord. Although the Security
Deposit shall be deemed the property of Landlord, if Tenant is not in default at
the expiration or termination of this Lease, Landlord shall return the Security
Deposit to Tenant. Landlord shall not be required to keep the Security Deposit
separate from its general funds and Landlord, not Tenant, shall be entitled to
all interest, if any, accruing on any such deposit. Upon any sale or transfer of
its interest in the Building, Landlord shall transfer the Security Deposit to
its successor in interest and thereupon, Landlord shall be released from any
liability or obligation with respect thereto.


SECTION VII. TENANT'S TAXES

To the extent not covered as a Common Operating Cost, Tenant shall be liable for
any tax (now or hereafter imposed by any governmental entity) applicable to or
measured by or levied on the rents or any other charges payable by Tenant under
this Lease, including (but not limited to) any gross income tax, gross receipts
tax or excise tax payable with respect to the receipt of such rent or other
charges or the possession, leasing or operation, use or occupancy of the
Premises, but not including any net income, franchise, capital stock, estate or
inheritance taxes payable by Landlord. If any such tax is required to be paid to
the governmental taxing entity directly by Landlord, then Landlord shall pay the
amount due and, upon demand, shall be fully reimbursed by Tenant for such
payment.

Tenant shall also be liable for all taxes levied against the leasehold held by
Tenant or against any personal property, leasehold improvements, additions,
alterations and fixtures placed by or for Tenant in, on or about the Premises,
Building and Project or constructed by Landlord for Tenant in the Premises,
Building or Project; and if any such taxes are levied against Landlord or
Landlord's property, or if the assessed value of such property is increased
(whether by special assessment or otherwise) by the inclusion therein of value
placed on such leasehold, personal property, leasehold improvements, additions,
alterations and fixtures, and Landlord pays any such taxes (which Landlord shall
have the right to do regardless of the validity thereof), Tenant, upon demand,
shall fully reimburse Landlord for the taxes so paid by Landlord or for the
proportion of such taxes resulting from such increase in any assessment.

                                    Page 9
<PAGE>

SECTION VIII.  USE OF PREMISES

A.   Permitted Uses
     --------------

     Tenant shall use the Premises and Common Areas solely for the Permitted Use
     specified in subsection I.L. above, and for no other use, and under the
     name specified in subsection I.B. above. Tenant shall, at its own cost and
     expense, obtain any and all licenses and permits necessary for any such
     use. Tenant shall not do or permit anything to be done in or about the
     Premises, Common Areas, Building or Project which will in any way obstruct
     or interfere with the rights of other tenants or occupants of the Project
     or injure or annoy them. Tenant shall not use or allow the Premises to be
     used for any unlawful purpose, nor shall Tenant cause, maintain or permit
     any nuisance in, on or about the Premises and Common Areas or permit any
     odors to emanate from the Premises and intrude upon the Common Areas or the
     premises of other tenants. Tenant shall not commit or suffer to be
     committed any waste in or upon the Premises, Common Areas, Building or
     Project. Tenant shall not do or permit anything to be done in or about the
     Premises, Common Areas, Building or Project which may render the insurance
     thereon void or increase the insurance risk or cost thereon. If an increase
     in any fire and extended coverage insurance premiums paid by Landlord for
     the Building and Project is caused by Tenant's use and occupancy of the
     Premises, then Tenant shall pay, as additional rental, the amount of such
     increase to Landlord.

B.   Compliance with Laws
     --------------------

     Tenant shall not use the Premises, Building, Project or Common Areas in any
     way (or permit or suffer anything to be done in or about the same) which
     will conflict with any law, statute, ordinance or governmental rule or
     regulation or any covenant, condition or restriction (whether or not of
     public record) affecting the Premises, Project or Building, now in force or
     which may hereafter be enacted or promulgated including, but not limited
     to, the provisions of any city or county zoning codes regulating the use
     thereof. Tenant shall, at its sole cost and expense, promptly comply with
     (a) all laws, statutes, ordinances, and governmental rules and regulations,
     now in force or which may hereafter be in force, applicable to Tenant or
     its use of or business or operations in the Premises, (b) all requirements,
     and other covenants, conditions and restrictions, now in force or which may
     hereafter be in force, which affect the Premises, and (c) all requirements,
     now in force or which may hereafter be in force, of any board of fire
     underwriters or other similar body now or hereafter constituted relating to
     or affecting the condition, use or occupancy of the Premises, Building or
     Project. The judgment of any court of competent jurisdiction or the
     admission by Tenant in any action against Tenant, whether Landlord be a
     party thereto or not, that Tenant has violated any law, statute, ordinance,
     governmental rule or regulation or any requirement, covenant, condition or
     restriction shall be conclusive of the fact as between Landlord and Tenant.
     Notwithstanding and in addition to the provisions of Section XV below,
     Tenant agrees to fully indemnify Landlord against any liability, claims or
     damages arising as a result of a breach of the provisions of this
     subsection by Tenant, and against all costs, expenses, fines or other
     charges arising therefrom, including, without limitation, reasonable
     attorneys' fees and related costs incurred by Landlord in connection
     therewith, which indemnity shall survive the expiration or earlier
     termination of this Lease.

C.  Hazardous Materials
    -------------------

     Tenant covenants and agrees that it shall not cause or permit any Hazardous
     Material (as defined below) to be brought upon, kept, or used

                                    Page 10
<PAGE>

     in or about the Premises, Building or Project by Tenant, its agents,
     employees, contractors or invitees. The foregoing covenant shall not extend
     to substances typically found or used in general office applications so
     long as (i) such substances and any equipment which generates such
     substances are maintained only in such quantities as are reasonably
     necessary for Tenant's operations in the Premises, (ii) such substances are
     used strictly in accordance with the manufacturers' instructions therefor,
     (iii) such substances are not disposed of in or about the Project in a
     manner which would constitute a release or discharge thereof, and (iv) all
     such substances and any equipment which generates such substances are
     removed from the Project by Tenant upon the expiration or earlier
     termination of this Lease. Any use, storage, generation, disposal, release
     or discharge by Tenant of Hazardous Materials in or about the Project as is
     permitted pursuant to this subsection C. shall be carried out in compliance
     with all applicable federal, state and local laws, ordinances, rules and
     regulations. Moreover, no Hazardous Materials resulting from any operations
     by Tenant shall be stored or maintained by Tenant in or about the Project
     for more than ninety (90) days prior to removal by Tenant. Tenant shall,
     annually within thirty (30) days after Tenant's receipt of Landlord's
     written request therefor, provide to Landlord a written list identifying
     any Hazardous Materials then maintained by Tenant in the Project, the use
     of each such Hazardous Material and the approximate quantity of each such
     Hazardous Material so maintained by Tenant, together with written
     certification by Tenant stating, in substance, that neither Tenant nor any
     person for whom Tenant is responsible has released or discharged any
     Hazardous Materials in or about the Project.

     In the event that Tenant proposes to conduct any use or to operate any
     equipment which will or may utilize or generate a Hazardous Material other
     than as specified in the first paragraph of this subsection, Tenant shall
     first in writing submit such use or equipment to Landlord for approval. No
     approval by Landlord shall relieve Tenant of any obligation of Tenant
     pursuant to this subsection, including the removal, clean up and
     indemnification obligations imposed upon Tenant by this subsection. Tenant
     shall, within five (5) days after receipt thereof, furnish to Landlord
     copies of all notices or other communications received by Tenant with
     respect to any actual or alleged release or discharge of any Hazardous
     Material in or about the Premises or the Project and shall, whether or not
     Tenant receives any such notice or communication, notify Landlord in
     writing of any discharge or release of Hazardous Material by Tenant or
     anyone for whom Tenant is responsible in or about the Premises or the
     Project. In the event that Tenant is required to maintain any Hazardous
     Materials license or permit in connection with any use conducted by Tenant
     or any equipment operated by Tenant in the Premises, copies of each such
     license or permit, each renewal or revocation thereof and any communication
     relating to suspension, renewal or revocation thereof shall be furnished to
     Landlord within five (5) days after receipt thereof by Tenant. Compliance
     by Tenant with the two immediately preceding sentences shall not relieve
     Tenant of any other obligation of Tenant pursuant to this subsection.

     Upon any violation of the foregoing covenants, Tenant shall be obligated,
     at Tenant's sole cost, to clean-up and remove from the Project all
     Hazardous Materials introduced into the Project by Tenant or any person or
     entity for whom Tenant is responsible.  Such clean-up and removal shall
     include all testing and investigation required by any governmental
     authorities having jurisdiction and preparation and implementation of any
     remedial action plan required by any governmental authorities having
     jurisdiction.  All such clean-up and removal activities of Tenant shall, in
     each instance, be conducted to the satisfaction of Landlord and all
     governmental authorities having jurisdiction.  Landlord's right of entry


                                    Page 11
<PAGE>

     pursuant to Section XI. shall include the right to enter and inspect the
     Premises for violations of Tenant's covenants herein.

     Notwithstanding and in addition to the provisions of Section XV below,
     Tenant shall indemnify, defend and hold harmless Landlord, its partners,
     and its and their successors, assigns, partners, officers, employees,
     agents, lenders and attorneys from and against any and all claims,
     liabilities, losses, actions, costs and expenses (including attorneys' fees
     and costs of defense) incurred by such indemnified persons, or any of them,
     as the result of (A) the introduction into or about the Project by Tenant
     or anyone for whom Tenant is responsible of any Hazardous Materials, (B)
     the usage, storage, maintenance, generation, disposition or disposal by
     Tenant or anyone for whom Tenant is responsible of Hazardous Materials in
     or about the Project, (C) the discharge or release in or about the Project
     by Tenant or anyone for whom Tenant is responsible of any Hazardous
     Materials, (D) any injury to or death of persons or damage to or
     destruction of property resulting from the use, introduction, maintenance,
     storage, generation, disposal, disposition, release or discharge by Tenant
     or anyone for whom Tenant is responsible of Hazardous Materials in or about
     the Project, and (E) any failure of Tenant or anyone for whom Tenant is
     responsible to observe the foregoing covenants of this subsection.

     Upon any violation of the foregoing covenants, Landlord shall be entitled
     to exercise all remedies available to a landlord against a defaulting
     tenant, including but not limited to those set forth in Section XX.
     Without limiting the generality of the foregoing, Tenant expressly agrees
     that upon any such violation Landlord may, at its option, (I) immediately
     terminate this Lease or (II) continue this Lease in effect until compliance
     by Tenant with its clean-up and removal covenant notwithstanding any
     earlier expiration date of the term of this Lease.  No action by Landlord
     hereunder shall impair the obligations of Tenant pursuant to this
     subsection.

     As used in this subsection, "Hazardous Materials" is used in its broadest
     sense and shall include any petroleum based products, pesticides, paints
     and solvents, polychlorinated biphenyl, lead, cyanide, DDT, acids, ammonium
     compounds and other chemical products and any substance or material defined
     or designated as hazardous or toxic, or other similar term, by any federal,
     state or local environmental statute, regulation, or ordinance affecting
     the Premises, Building or Project presently in effect or that may be
     promulgated in the future, as such statutes, regulations and ordinances may
     be amended from time to time, including but not limited to the statutes
     listed below:

          Resource Conservation and Recovery Act of 1976, 42 U.S.C. (S) 6901 et
                                                                             --
          seq.
          ----

          Comprehensive Environmental Response, Compensation, and Liability Act
          of 1980, 42 U.S.C. (S)  9601 et seq.
                                       -- ----

          Clean Air Act, 42 U.S.C. (S)(S) 7401-7626.

          Water Pollution Control Act (Clean Water Act of 1977), 33 U.S.C. (S)
          1251 et seq.
               -- ----

          Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of 1987), 7
          U.S.C. (S) 135 et seq.
                         -- ----

               Toxic Substances Control Act, 15 U.S.C. (S) 2601 et seq.
                                                                -- ----

          Safe Drinking Water Act, 42 U.S.C. (S) 300(f) et seq.
                                                        -- ----

                                    Page 12
<PAGE>

          National Environmental Policy Act (NEPA) 42 U.S.C. (S) 4321 et seq.
                                                                      -- ----

          Refuse Act of 1899, 33 U.S.C. (S) 407 et seq.
                                                -- ----

     Tenant acknowledges that incorporation of any material containing asbestos
     into the Premises is absolutely prohibited.  Tenant agrees, represents, and
     warrants that it shall not incorporate or permit or suffer to be
     incorporated, knowingly or unknowingly, any material containing asbestos
     into the Premises.

D.   Landlord's Rules and Regulations
     --------------------------------

     Tenant shall, and Tenant agrees to cause its agents, servants, employees,
     invitees, and licensees to observe and comply fully and faithfully with the
     rules and regulations attached hereto as Exhibit E or such reasonable rules
                                              ---------
     and regulations which may hereafter be adopted by Landlord (the "Rules")
     for the care, protection, cleanliness, and operation of the Premises,
     Building and Project, and any reasonable modifications or additions to the
     Rules adopted by Landlord, provided that, Landlord shall give written
     notice thereof to Tenant and, Tenant's Permitted Use of the Project's not
     unreasonably affected.  Landlord shall not be responsible to Tenant for
     failure of any other tenant or occupant of the Building or Project to
     observe or comply with any of the Rules.  To the best of its ability,
     Landlord will apply the Rules equally to all tenants and will not
     discriminate in the application of the Rules.


SECTION IX.  SERVICE AND UTILITIES

A.   Standard Building Services and Reimbursement by Tenant
     ------------------------------------------------------

     So long as Tenant is not in default hereunder (including any default of a
     type described in clauses (4) - (6) of Section XX.A. below), Landlord
     agrees to make available to the Premises, during the Building's normal
     business hours of 7:00 a.m. to 6:00 p.m., Monday through Friday and 9:00
     a.m. to 1:00 p.m. on Saturday (holidays excepted), which hours are subject
     to change from time to time as reasonably determined by Landlord, such heat
     and air conditioning (hereinafter "HVAC"), water and electricity, as may be
     required in Landlord's judgment for the comfortable use and occupation of
     the Premises for general office purposes and at a level which is usual and
     customary in similar office buildings in the area where the Project is
     located, all of which shall be subject to the Rules of the Building as well
     as any governmental requirements or standards relating to, among other
     things, energy conservation.  Tenant agrees to pay, as a Common Operating
     Cost in accordance with Section V. above, Tenant's Proportionate Share of
     the full cost of all utilities supplied to the Premises, together with any
     taxes thereon; provided, however, if any such service or utilities are
     separately metered to the Premises, Tenant shall pay the cost thereof in a
     timely manner directly to the utility company providing such service.
     Tenant's obligations in this Section regarding utilities include, but are
     not limited to, initial connection charges, all charges for gas, water and
     electricity used on the Premises, and for all electric light lamps or
     tubes.  If any such utility or service is not separately metered to the
     Premises, Tenant shall be required to pay any increased cost, as additional
     rent, of any such utility and service, including without limitation water,
     electricity and HVAC, resulting from any use of the Premises at any time
     other than the schedule of normal business hours for providing such
     utilities and services as reasonably determined by Landlord or any unusual
     or non-customary use beyond that which Landlord has agreed to make
     available as described above, or resulting from special electrical, cooling
     and ventilating needs created in certain areas by telephone equipment,
     computers and other similar equipment or uses.  If

                                    Page 13
<PAGE>

     the Building is designed for individual tenant operation of the HVAC,
     Tenant agrees to pay the cost of operating the HVAC at any time other than
     the schedule of hours for providing the same set forth above, which cost
     may include the operation of the HVAC for space located outside the
     Premises when such space is serviced concurrently with the operation of the
     HVAC for the benefit of the Premises. Landlord estimates the cost of such
     HVAC services to be $25.00 per hour.

B.   Limitation on Landlord's Obligations
     ------------------------------------

     Landlord shall not be in breach of its obligations under this Section
     unless Landlord fails to make any repairs or perform maintenance which it
     is obligated to perform hereunder and such failure persists for an
     unreasonable time after written notice of a need for such repairs or
     maintenance is given to Landlord by Tenant.  Landlord shall not be liable
     for and Tenant shall not be entitled to any abatement or reduction of rent
     by reason of, Landlord's failure to furnish any of the foregoing when such
     failure is caused by accidents, breakage, repairs, strikes, brownouts,
     blackouts, lockouts or other labor disturbances or labor disputes of any
     character, or by any other cause, similar or dissimilar, beyond the
     reasonable control of Landlord, nor shall such failure under such
     circumstances be construed as a constructive or actual eviction of Tenant.
     Landlord shall not be liable under any circumstances for loss or injury to
     property or for any business interruption, however occurring, through or in
     connection with or incidental to Landlord's furnishing or failure to
     furnish any of said service or utilities.

C.   Excess Service
     --------------

     Tenant shall not, without the written consent of Landlord, use any
     apparatus or device in the Premises, including, without limitation,
     electronic data processing machines, punch card machines or machines using
     in excess of one hundred twenty (120) volts or which consumes more
     electricity than is usually furnished or supplied for the Permitted Use of
     the Premises, as reasonably determined by Landlord. Tenant shall not
     consume water or electric current in excess of that usually furnished or
     supplied for the Permitted Use of the Premises (as reasonably determined by
     Landlord), without first procuring the written consent of Landlord, which
     Landlord may refuse. The excess cost (including any penalties for excess
     usage) for such water and electric current shall be established by an
     estimate made by a utility company or independent engineer hired by
     Landlord at Tenant's expense and Tenant shall pay such excess costs as
     additional rent each month with the Monthly Rental. All costs and expenses
     of modifying existing equipment, cables, lines, etc. or installing
     additional equipment, cables, lines, etc. to accommodate such excess usage
     or use by Tenant of such apparatus or device shall be borne by Tenant.

D.   Security Services
     -----------------

     Certain security measures (both by electronic equipment and personnel) may
     be provided by Landlord in connection with the Building and Common Areas.
     However, Tenant hereby acknowledges that any such security provided is
     intended to be only for the benefit of the Landlord in protecting its
     property from fire, theft, vandalism and similar perils and while certain
     incidental benefits may accrue to the Tenant therefrom, such security is
     not for the purpose of protecting either the property of Tenant or the
     safety of its officers, employees, servants or invitees.  By providing such
     security, Landlord assumes no obligation to Tenant and shall have no
     liability arising therefrom.  Landlord reserves the right to either
     commence, expand, reduce or discontinue the providing of any such security
     at any time without notice to Tenant.  If, as a result of Tenant's
     occupancy of the

                                    Page 14
<PAGE>

     Premises, Landlord in its sole discretion determines that it is necessary
     to provide security or implement additional security measures or devices in
     or about the Building or the Common Areas, Tenant shall be required to pay,
     as additional rent, the cost or increased cost, as the case may be, of such
     security.


SECTION X.  MAINTENANCE AND REPAIRS

A.   Landlord's Obligations
     ----------------------

     Except for special or non-standard systems and equipment installed for
     Tenant's exclusive use, Landlord shall keep in good condition and repair,
     at Landlord's initial cost and expense subject to reimbursement by Tenant
     of Tenant's Proportionate Share of such cost and expense, keep in good
     condition and repair the heating, ventilating and air conditioning and
     other mechanical systems which service the Premises as well as other
     premises within the Building; the foundations, exterior walls, structural
     condition of interior bearing walls, and roof of the Premises and Building;
     and the parking lots, walkways, driveways, landscaping, fences, signs and
     utility installations and other Common Areas of the Project.  Landlord
     shall not be in breach of its obligations under this Section unless
     Landlord fails to make any repairs or perform maintenance which it is
     obligated to perform hereunder and such failure persists for an
     unreasonable time after written notice of a need for such repairs or
     maintenance is given to Landlord by Tenant.  Landlord shall not be required
     to make any repairs that are the obligation of any tenant or occupant
     within the Building or Project or repairs for damage caused by any
     negligent or intentional act or omission of Tenant or any person claiming
     through or under Tenant or any of Tenant's employees, suppliers, shippers,
     customers or invitees, in which event Tenant shall, with the consent and
     under the direction of Landlord, repair such damage at its sole cost and
     expense.  Tenant hereby waives and releases any right it may have to make
     repairs to the Premises, Building or Project at Landlord's expense under
     any law, statute, ordinance, rules and regulations now or hereafter in
     effect in any jurisdiction in which the Project is located.

B.   Tenant's Obligations
     --------------------

     Tenant shall, at its sole cost and expense, make all maintenance, repairs
     and replacements in the manner and when Landlord reasonably deems necessary
     to preserve in good working order and condition the following items, and
     every part thereof: plumbing that is both within and servicing the
     Premises; special or supplementary heating, ventilating and air
     conditioning systems installed for the exclusive use of the Premises; non-
     standard electrical, lighting and other utility systems, facilities and
     equipment located within the Premises and; all trade fixtures, interior
     walls, interior surfaces of exterior walls, ceilings, windows, doors,
     cabinets, draperies, window coverings, carpeting and other floor coverings,
     plate glass and skylights located within the Premises.  Tenant shall not
     commit or permit any waste in or about the Premises, the Building, or the
     Project.

C.   Landlord's Right to Make Repairs
     --------------------------------

     In the event that Tenant fails to maintain the Premises, Building and
     Project in good and sanitary order, condition and repair as required by
     this Lease, then, following written notification to Tenant (except in the
     case of an emergency, in which case no prior notification shall be
     required), Landlord shall have the right, but not the obligation, to enter
     the Premises and to do such acts and expend such funds at the expense of
     Tenant as are required to place the Premises, Building and Project in good,
     safe and

                                    Page 15
<PAGE>

     sanitary order, condition and repair. Any amount so expended by Landlord
     shall be paid by Tenant promptly upon demand as additional rent.

D.   Condition of Premises Upon Surrender
     ------------------------------------

     Except for reasonable wear and tear and as otherwise provided in this
     Lease, Tenant shall, upon the expiration or earlier termination of the
     Term, surrender the Premises to Landlord broom clean and in the same
     condition as on the date Tenant took possession.  All appurtenances,
     fixtures, improvements, additions and other property attached to or
     installed in the Premises whether by Landlord or by or on behalf of Tenant,
     and whether at Landlord's expense or Tenant's expense, shall be and remain
     the property of Landlord unless Landlord specifically agrees otherwise in
     writing.  Any furnishings and personal property of Tenant located in the
     Premises, whether the property of Tenant or leased by Tenant including the
     fixtures, improvements and other items agreed, in writing, by Landlord to
     belong to the Tenant as provided in the preceding sentence and, unless
     Landlord elects to require Tenant to leave the same in the Premises, which
     Landlord shall have the right to do, all data, telephone or other cabling
     or wiring installed by or on behalf of Tenant in the Premises, including in
     the plenum area above the ceiling of the Premises), shall be and remain the
     property of Tenant and shall be removed by Tenant at Tenant's sole cost and
     expense at the expiration of the Term.  Tenant shall promptly repair any
     damage to the Premises or the Building resulting from such removal.  Any of
     Tenant's property not removed from the Premises prior to the expiration of
     the Term shall, at Landlord's option, either become the property of
     Landlord or may be removed by Landlord and Tenant shall pay to Landlord the
     cost of such removal within ten (10) days after delivery of a bill therefor
     or Landlord, at its option, may deduct such amount from the Security
     Deposit.


SECTION XI.  ENTRY BY LANDLORD

Landlord reserves and shall at any and all times have the right to enter the
Premises at reasonable times to inspect the same to determine whether Tenant is
complying with its obligations hereunder; to supply janitorial service and any
other service to be provided by Landlord hereunder; and upon reasonable notice
to Tenant, may exhibit the Premises to prospective purchasers, mortgagees or
prospective tenants; to post notices of nonresponsibility; and to alter, improve
or repair the Premises and any portion of the Building and Project, without
abatement of rent, and may for that purpose erect scaffolding and other
necessary structures that are reasonably required by the character of the work
to be performed by Landlord, provided that the business of Tenant shall not be
interfered with unreasonably.  For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding Tenant's vaults and safes, and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open such doors in the event of an emergency.  Any entry to the
Premises or portions thereof obtained by Landlord by any of said means, or
otherwise, shall 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 thereof.


SECTION XII.  ALTERATIONS, ADDITIONS AND TRADE FIXTURES

Tenant shall not make any alterations, additions or improvements to the
Premises, or any part thereof, whether structural or nonstructural (hereafter
"Alterations"), without Landlord's prior, final written consent.  In order to
obtain Landlord's preliminary consent, which preliminary consent may be given or

                                    Page 16
<PAGE>

denied in Landlord's sole discretion, Tenant shall submit such information as
Landlord may require, including, without limitation plans and specifications for
the Alterations.  Any professional fees or other costs and expenses incurred by
Landlord in reviewing such plans and specifications shall be paid to Landlord by
Tenant as additional rent upon demand.  If Landlord gives preliminary consent,
in order to obtain Landlord's final consent (which final consent may not be
unreasonably withheld after preliminary consent is given), Tenant shall then
submit (i) all necessary permits, licenses, bonds, and the construction
contract, all in conformance with the plans and specifications preliminarily
approved by Landlord; (ii) evidence of insurance coverage in such types and
amounts and from such insurers as Landlord deems satisfactory; and (iii) such
other information and documentation as Landlord deems reasonably necessary
including, but not limited to, evidence of Tenant's financial ability to pay for
the Alterations.  Nothwithstanding the foregoing, Landlord will make reasonable
efforts to render its preliminary consent within five (5) working days after
receipt of request for consent from Tenant.

The construction contract for the Alterations shall, at a minimum, require the
general contractor and all subcontractors to obey the rules and regulations of
the Building and Project.  All Alterations shall be done in a good workmanlike
manner by qualified and licensed contractors or mechanics, as approved by
Landlord.  In no event shall any Alterations affect the structure of the
Building or its exterior appearance.  All Alterations made by or for Tenant
(other than Tenant's moveable trade fixtures), shall, unless Landlord expressly
requires or agrees otherwise in writing, immediately become the property of
Landlord, without compensation to Tenant, but Landlord shall have no obligation
to repair, maintain or insure those Alterations.  Carpeting, shelving and
cabinetry shall be considered improvements of the Premises and not movable trade
fixtures, regardless of how or where affixed.  No Alterations shall be removed
by Tenant from the Premises either during or at the expiration or earlier
termination of the Term, and they shall be surrendered as a part of the Premises
unless Landlord has agreed or required otherwise in writing, in Landlord's
discretion, in which case the Alterations shall be removed by Tenant at Tenant's
sole cost and expense.  Upon any such removal, Tenant shall repair any damage
caused to the Premises thereby, and shall return the Premises to the condition
they were in prior to installation of the Alterations so removed.

Tenant shall indemnify, defend and keep Landlord free and harmless from and
against all liability, loss, damage, cost, attorneys' fees and any other expense
incurred on account of claims by any person performing work or furnishing
materials or supplies for Tenant or any person claiming under Tenant.  Landlord
may require Tenant to provide Landlord, at Tenant's sole cost and expense, a
lien and completion bond in an amount equal to one and one-half times the
estimated cost of such improvements, to insure Landlord against any liability
for mechanic's liens and to insure completion of the work.  Landlord shall have
the right at all times to post on the Premises any notices permitted or required
by law, or that Landlord shall deem proper, for the protection of Landlord, the
Premises, the Building and the Project, and any other party having an interest
therein, from mechanics' and materialmen's liens.  Tenant shall give to Landlord
written notice of the commencement of any construction in or on the Premises at
least thirty (30) business days prior thereto.  Prior to the commencement of any
such construction, Landlord shall be furnished certificates of insurance, naming
Landlord as an additional insured, evidencing that each contractor performing
work has insurance acceptable to Landlord including but not limited to general
liability insurance of not less that $1,000,000 and worker's compensation
insurance in the statutorily required amount.


SECTION XIII.  MECHANIC'S LIENS

Tenant shall keep the Premises, the Building and the Project free from any liens
arising out of any work performed, material furnished or obligation incurred by
or

                                    Page 17
<PAGE>

for Tenant or any person or entity claiming through or under Tenant. In the
event that Tenant shall not, within ten (10) days following the imposition of
any such lien, cause the same to be released of record by payment or posting of
a proper bond, Landlord shall have, in addition to all other remedies provided
herein and by law, the right, but not the obligation, to cause such lien to be
released by such means as Landlord deems proper, including payment of the claim
giving rise to such lien. All such sums paid and all expenses incurred by
Landlord in connection therewith shall be due and payable to Landlord by Tenant
on demand.


SECTION XIV.  INSURANCE

A.   Tenant
     ------

     During the Term hereof, Tenant shall keep in full force and effect the
     following insurance and shall provide appropriate insurance certificates
     evidencing such coverage to Landlord prior to the Lease Commencement Date
     and annually thereafter before the expiration of each policy:

          (1) Commercial general liability insurance for the benefit of Tenant
          and Landlord as an additional insured, with a limit of not less than
          One Million Dollars ($1,000,000.00) combined single limit per
          occurrence, against claims for bodily injury or death liability or
          tangible property damage liability and covering (i) the business(es)
          operated by Tenant and by any subtenant of Tenant on the Premises,
          (ii) operations of independent contractors engaged by Tenant for
          services or construction on or about the Premises, and (iii)
          contractual liability;

          (2) All-risk property insurance, insuring the personal property,
          furniture, furnishings and fixtures belonging to Tenant located on the
          Premises for not less than one hundred percent (100%) of the actual
          replacement value thereof;

          (3) Workers' compensation in the amount required by law;

          (4) Business interruption or loss of income insurance in amounts
          satisfactory to Landlord, with a rental interruption rider assuring
          Landlord that the rent due hereunder will be paid for a period of not
          less than twelve (12) months if the Premises are destroyed or rendered
          inaccessible by a risk insured against by a policy of all risk
          insurance; and

          (5) Such other insurance as Landlord deems reasonably necessary.

     Each insurance policy obtained by Tenant pursuant to this Lease shall
     contain a clause that the insurer will provide Landlord with at least
     thirty (30) days prior written notice of any material change, non-renewal
     or cancellation of the policy, shall be in a form satisfactory to Landlord
     and shall be taken out with an insurance company authorized to do business
     in the State in which the Project is located and rated not less than Best's
     Financial Class X and Best's Policy Holder Rating "A".  In addition, any
     insurance policy obtained by Tenant shall be written as a primary policy,
     and shall not be contributing with or in excess of any coverage which
     Landlord may carry, and shall have loss payable clauses reasonably
     satisfactory to Landlord and shall name Landlord and any secured party or
     managing agent as an additional insured for commercial general liability
     insurance.  The liability limits of the above-described insurance policies
     shall in no matter limit the liability of Tenant under the terms of Section
     XV. below.

                                    Page 18
<PAGE>

     Not more frequently than every two (2) years, Landlord may, by notice to
     Tenant, require an increase in the above-described limits of coverage if,
     in the reasonable opinion of Landlord, the amount of liability insurance
     specified in this Section XIV, is not adequate to maintain the level of
     insurance protection at least equal to the protection afforded on the date
     the Term commences.  If Tenant fails to maintain and secure the insurance
     coverage required under this Section XIV., then Landlord shall have, in
     addition to all other remedies provided herein and by law, the right, but
     not the obligation, to procure and maintain such insurance, the cost of
     which shall be due and payable to Landlord by Tenant within ten (10)
     business days after written demand.

     If, on account of the failure of Tenant to comply with the provisions of
     this Section, Landlord is deemed a co-insurer by its insurance carrier,
     then any loss or damage which Landlord shall sustain by reason thereof
     shall be borne by Tenant and shall be paid by Tenant as additional rent
     within ten (10) business days after receipt of a bill therefor and evidence
     of such loss.

B.   Landlord
     --------

     During the Term hereof, Landlord shall keep in full force and effect the
     following insurance:

          (1) Fire, extended coverage and vandalism and malicious mischief
          insurance insuring the Building and Project of which the Premises are
          a part, in an amount not less than eighty percent (80%) (or such
          greater percentage as may be required by law) of the full replacement
          cost thereof; and

          (2) Such other insurance as Landlord deems necessary in its sole and
          absolute discretion.

     All insurance policies shall be issued in the names of Landlord and
     Landlord's lender, and any other party reasonably designated by Landlord as
     an additional insured, as their interests appear.  The insurance policies
     shall provide that any proceeds shall be made payable to Landlord, or to
     the holders of mortgages or deeds of trust encumbering Landlord's interest
     in the Premises, Building, and Project, or to any other party reasonably
     designated by Landlord as an additional insured, as their interests shall
     appear.  All insurance premiums for Landlord's insurance shall be included
     in Common Operating Costs.


SECTION XV.  INDEMNITY; WAIVER OF SUBROGATION

A.   Tenant Indemnity
     ----------------

     Subject to the provisions of subparagraph C below, Tenant agrees to
     indemnify, defend and hold Landlord and its officers, directors, employees,
     property managers, agents and partners entirely harmless from and against
     all liabilities, losses, demands, actions, expenses or claims, including
     reasonable attorneys' fees and court costs, for injury to or death of any
     person or for damages to any property or for violation of law to the extent
     such liabilities, losses, demands, actions, expenses or claims, including
     reasonable attorneys' fees and court costs are arising out of or in any
     manner connected with (i) the use, occupancy or enjoyment of the Premises,
     Building or Project by Tenant or Tenant's agents, employees, or contractors
     (the "Tenant's Agents") or any work, activity or other things allowed or
     suffered by Tenant or Tenant's Agents to be done in or about the Premises,
     Building or Project; (ii) any breach or default in

                                    Page 19
<PAGE>

     the performance of any obligation of Tenant under this Lease; and (iii) any
     act or failure to act, whether negligent or otherwise tortious, by Tenant
     or Tenant's Agents in or about the Premises, Building or Project.
     Notwithstanding the foregoing, Tenant shall be responsible for actual
     damages only and shall not be responsible for consequential damages.



B.   Landlord Indemnity
     ------------------

     Subject to the provisions of subparagraph C below, Landlord agrees to
     indemnify, defend and hold Tenant and its officers, directors, partners and
     employees entirely harmless from and against all liabilities, losses,
     demands, actions, expenses or claims, including attorneys' fees and court
     costs but excluding consequential damages, for injury to or death of any
     person or for damage to any property to the extent such are determined to
     be caused by the negligence or willful misconduct of Landlord, its agents,
     employees, or contractors in or about the Premises, Building, or Project.
     None of the events or conditions set forth in this paragraph shall be
     deemed a constructive or actual eviction or entitle Tenant to any abatement
     or reduction of rent.

     C.  Waiver of Subrogation
         ---------------------

     Notwithstanding the provisions of Subsections XV A. and B. above, Landlord
     and Tenant each hereby waives any and all rights of recovery against the
     other, and against any other tenant or occupant of the Project and against
     the officers, employees, agents, representatives, customers and business
     visitors of such other party and of each such other tenant or occupant of
     the Project, for loss of or damage to such waiving party or its property or
     the property of others under its control, arising from any cause insured
     against under any policy of property insurance required to be carried by
     such waiving party pursuant to the provisions of this Lease (or any other
     policy of property insurance carried by such waiving party in lieu thereof)
     at the time of such loss or damage and Landlord and Tenant further hereby
     waive all rights of subrogation arising under their respective property
     insurance policies.  The foregoing waiver shall be effective whether or not
     a waiving party actually obtains and maintains such insurance which such
     waiving party is required to obtain and maintain pursuant to this Lease (or
     any substitute therefor).  Landlord and Tenant shall, upon obtaining the
     policies of insurance, which they are required to maintain hereunder, give
     notice to their respective insurance carrier or carriers that the foregoing
     mutual waiver of subrogation is contained in this Lease.  Notwithstanding
     the foregoing, however, Tenant shall be liable to Landlord for damage
     caused to the Premises, Building, Project and Common Areas by Tenants
     employees and contractors during Tenant's move in or move out of the
     Premises or installation of tenant improvements in the Premises.

     D.  Limitation on Landlord's Liability; Release of Trustees, Officers and
         ---------------------------------------------------------------------
     Partners of Landlord
     --------------------

     Tenant agrees that in the event Tenant shall have any claim against
     Landlord under this Lease arising out of the subject matter of this Lease,
     Tenant's sole recourse shall be against the Landlord's interest in the
     Building, for the satisfaction of any claim, judgment or decree requiring
     the payment of money by Landlord as a result of a breach hereof or
     otherwise in connection with this Lease, and no other property or assets of
     Landlord, its successors or assigns, shall be subject to the levy,
     execution or other enforcement procedure for the satisfaction of any such
     claim, judgment,

                                    Page 20
<PAGE>

     injunction or decree. Moreover, Tenant agrees that Landlord shall in no
     event and under no circumstances be responsible for any consequential
     damages incurred or sustained by Tenant, or its employees, agents,
     contractors or invitees as a result of or in any way connected to Tenant's
     occupancy of the Premises. Tenant further hereby waives any and all right
     to assert any claim against or obtain any damages from, for any reason
     whatsoever, the trustees, directors, officers and partners of Landlord
     including all injuries, damages or losses to Tenant's property, real and
     personal, whether known, unknown, foreseen, unforeseen, patent or latent,
     which Tenant may have against Landlord or its directors, officers or
     partners under this Lease or arising out of the subject matter of this
     Lease. Tenant understands and acknowledges the significance and consequence
     of such specific waiver.

     Landlord shall not be liable or responsible to Tenant for any loss or
     damage to any property or person occasioned by theft, fire, act of God,
     public enemy, injunction, riot, strike, insurrection, war, court order,
     requisition, or order of governmental body or authority, or for any damage
     or inconvenience that may arise through repair or alteration of any part of
     the Project, the Building or the Premises, or a failure to make any such
     repairs, except as expressly provided in this Lease.


SECTION XVI.  ASSIGNMENT AND SUBLETTING BY TENANT

A.   Tenant shall not, directly or indirectly, voluntarily or by operation of
     law, sell, assign, encumber, pledge or otherwise transfer or hypothecate
     all or any part of the Premises or Tenant's leasehold estate hereunder
     (collectively "Assignment"), or permit the Premises to be occupied by
     anyone other than Tenant or sublet the Premises or any portion thereof
     ("Sublease") without Landlord's prior written consent being had and
     obtained in each instance, subject to the terms and conditions contained in
     this Section.

B.   If Tenant desires at any time to enter into an Assignment of this Lease or
     a Sublease of the Premises or any portion thereof, Tenant shall request, in
     writing, at least sixty (60) thirty (30) days prior to the effective date
     of the Assignment or Sublease, Landlord's consent to the Assignment or
     Sublease, and shall provide Landlord with the following information:

     (1)  The name of the proposed assignee, subtenant or occupant;

          (2) The nature of the proposed assignee's, subtenant's or occupant's
          business to be carried on in the Premises;

          (3) The terms and provisions of the proposed Assignment or Sublease
          and a copy of such documents; and

          (4) Such financial information concerning the proposed assignee,
          subtenant or occupant and other reasonable information regarding the
          transaction which Landlord shall have requested following its receipt
          of Tenant's request for consent.

C.   At any time within thirty (30) days after Landlord's receipt of the notice
     specified above, Landlord may by written notice to Tenant elect either to
     (a) consent to the proposed Assignment or Sublease, (b) refuse to consent
     to the proposed Assignment or Sublease, or (c) terminate this Lease in full
     with respect to an Assignment or terminate in part with respect to a
     Sublease and enter into a lease directly with the proposed assignee or
     sublessee.  Landlord and Tenant agree (by way of example and without
     limitation) that Landlord shall be entitled to take into account any fact
     or factor which Landlord reasonably deems relevant to such

                                    Page 21
<PAGE>

     decision, including but not necessarily limited to the following, all of
     which are agreed to be reasonable factors for Landlord's consideration:

     (1)  The financial strength of the proposed assignee or subtenant (which
          shall be at least equal to that of Tenant as of the date of execution
          of this Lease), including the adequacy of its working capital to pay
          all expenses anticipated in connection with any remodeling of the
          Premises.

     (2)  The experience of the proposed assignee or subtenant with respect to
          businesses of the type and size which such assignee or subtenant
          proposes to conduct in the Premises.

     (3)  The quality and nature of the business and/or services to be conducted
          in or from the Premises by the proposed assignee or subtenant and in
          any other locations which it has, as reflected by, among other things,
          average sales or revenue.

     (4)  Violation of exclusive use rights previously granted by Landlord to
          other tenants of the Building or Project.

     (5)  The effect of the type of services and business which the proposed
          assignee or subtenant proposes to conduct in the Premises upon the
          tenant mix in the Building or in the portion of the Project which
          contains the Premises, including duplication of services offered by
          surrounding tenants and compatibility of the services and business
          which such assignee or subtenant proposes to conduct in or offer from
          the Premises with business and services conducted by surrounding
          tenants in the Project.

     (6)  Diminution or potential diminution of percentage rent, if any, payable
          pursuant to this Lease as the result of such Assignment or Sublease.

     (7)  The quality of the appearance of the Premises resulting from any
          remodeling or renovation to be conducted by the proposed assignee or
          subtenant, and the compatibility of such quality with that of other
          premises in the Building.

     (8)  Whether the business in the Premises is, and whether the business to
          be operated by the proposed assignee or subtenant will be, a
          "destination business" (i.e., a business which draws patrons to the
          Project or the Building specifically to obtain services from such
          business).

     (9)  Whether there then exists any default by Tenant pursuant to this Lease
          or any non-payment or non-performance by Tenant under this Lease
          which, with the passage of time and/or the giving of notice, would
          constitute a default under;

     (10) Any fact or factor upon which Landlord reasonably concludes that the
          business to be conducted by such assignee or subtenant will not be a
          financial success in the Premises.

     Moreover, Landlord shall be entitled to be reasonably satisfied that each
     and every covenant, condition or obligation imposed upon Tenant by this
     Lease and each and every right, remedy or benefit afforded Landlord by this
     Lease is not impaired or diminished by such Assignment or Sublease.  In no
     event, shall there be any substantial change in the use of the Premises in
     connection with any Assignment or Sublease except as expressly approved in
     writing by Landlord in advance.  Landlord and Tenant acknowledge that the
     express standards and provisions set forth in

                                    Page 22
<PAGE>

     this Lease dealing with Assignment and Sublease, including those set forth
     in subsections XVI. D., E. and G. have been freely negotiated and are
     reasonable at the date hereof taking into account Tenant's proposed use of
     the Premises and the nature and quality of the Building and Project. No
     reasonable withholding of consent by Landlord for any reason deemed
     sufficient by Landlord shall give rise to any claim by Tenant or any
     proposed assignee or subtenant or entitle Tenant to terminate this Lease or
     to any abatement of rent. Approval of any Assignment of Tenant's interest
     shall, whether or not expressly so stated, be conditioned upon such
     assignee assuming in writing all obligations of Tenant hereunder by a
     written instrument satisfactory to Landlord.

D.   If Landlord consents to the Sublease or Assignment within said thirty (30)
     day period, Tenant may enter into such Assignment or Sublease of the
     Premises or portion thereof, but only upon the terms and conditions set
     forth in the notice furnished by Tenant to Landlord pursuant to subsection
     B. above; provided, however, that in connection with such Assignment or
     Sublease, as a condition to Landlord's consent, Tenant shall pay to
     Landlord one hundred percent (100%) of the excess net of actual transaction
     costs (e.g., commissions) and net of any amounts paid to Tenant by
     subtenant or assignee, if any, of (i) in the case of an Assignment, the
     rental and other payment obligations of the proposed assignee under the
     terms of the proposed Assignment over the rental and other payment
     obligations of Tenant under the terms of this Lease, or (ii) in the case of
     a Sublease, the amount proposed to be paid by the sublessee over the
     proportionate amount of rental and other payment obligations required to be
     paid by Tenant to Landlord under the terms of this Lease as applicable to
     the portion of the Premises so subleased.

E.   No consent by Landlord to any Assignment or Sublease by Tenant shall
     relieve Tenant of any obligation to be performed by Tenant under this
     Lease, whether arising before or after the Assignment or Sublease.  The
     consent by Landlord to any Assignment or Sublease shall not relieve Tenant
     of the obligation to obtain Landlord's express written consent to any other
     Assignment or Sublease.  Any Assignment or Sublease that is not in
     compliance with this Section shall be void and, at the option of Landlord,
     shall constitute a material default by Tenant under this Lease.  The
     acceptance of rent or payment of any other monetary obligation by Landlord
     from a proposed assignee or sublessee shall not constitute the consent by
     Landlord to such Assignment or Sublease.  Tenant shall promptly provide to
     Landlord a copy of the fully executed Sublease or Assignment.

F.   Any single transaction of a sale or other transfer, including transfer by
     consolidation, merger or reorganization, of twenty-five percent (25%) or
     more of the voting stock or membership interests of Tenant, if Tenant is a
     corporation or limited liability company or, or any sale or other transfer
     of twenty-five percent (25%) or more of the partnership interest in Tenant,
     if Tenant is a partnership, shall be an Assignment for purposes of this
     Section.  As used in this subsection, the term "Tenant" shall also mean any
     entity that has guaranteed Tenant's obligation under this Lease, and the
     prohibition hereof shall be applicable to any sales or transfers of stock
     or partnership interests of said guarantor.

G.   Each assignee, sublessee or other transferee, other than Landlord, shall
     assume, as provided in this subsection, all obligations of Tenant under
     this Lease and shall be and remain liable jointly and severally with Tenant
     for the payment of Monthly Rental and all other monetary obligations
     hereunder, and for the performance of all the terms, covenants, conditions
     and agreements herein contained on Tenant's part to be performed for the
     Term; provided, however, that the assignee, sublessee, or other transferee
     shall be liable to Landlord for rent only in the amount set forth in

                                    Page 23
<PAGE>

     the Assignment or Sublease. No Assignment shall be binding on Landlord
     unless the assignee or Tenant shall deliver to Landlord a counterpart of
     the Assignment and an instrument in recordable form that contains a
     covenant of assumption by the assignee satisfactory in substance and form
     to Landlord, consistent with the requirements of this subsection but the
     failure or refusal of the assignee to execute such instrument of assumption
     shall not release or discharge the assignee from its liability as set forth
     above. In connection with a Sublease, Tenant or the sublessee shall deliver
     to Landlord an instrument (acceptable in form and substance to Landlord and
     in recordable form) agreeing that sublessee shall be bound by all of the
     terms and conditions of the Lease, other than those pertaining to rent,
     applicable to the subleased space and that sublessee shall, at Landlord's
     sole option, attorn to Landlord as lessor under the Sublease if this Lease
     is terminated for any reason and Landlord chooses to keep the Sublease in
     effect.

H.   If this Lease is assigned to any person or entity pursuant to the
     provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq., (the
     "Bankruptcy Code"), any and all monies or other consideration payable or
     otherwise to be delivered in connection with such assignment shall be paid
     or delivered to Landlord, shall be and remain the exclusive property of
     Landlord and shall not constitute property of Tenant or of the estate of
     Tenant within the meaning of the Bankruptcy Code.  Any and all monies or
     other considerations constituting Landlord's property under the preceding
     sentence not paid or delivered to Landlord shall be held in trust for the
     benefit of Landlord and be promptly paid or delivered to Landlord.

I.   Any person or entity to which this Lease is assigned pursuant to the
     provisions of the Bankruptcy Code, shall be deemed, without further act or
     deed, to have assumed all of the obligations arising under this Lease on
     and after the date of such assignment.  Any such assignee shall upon demand
     execute and deliver to Landlord an instrument confirming such assumption.

J.   Tenant shall pay Landlord's expenses and attorneys' fees incurred in
     processing an Assignment or Sublease, but in no event less than Five
     Hundred Dollars ($500.00) for each such proposed transfer to cover the
     legal review and processing expenses of Landlord, whether or not Landlord
     shall grant its consent to such proposed transfers.

K.   All options to extend, renew, or expand, rights of first refusal and
     agreements regarding signage on the Building, if any, contained in this
     Lease are personal to Tenant.  Consent by Landlord to any assignment or
     subletting shall not include consent to the assignment or transfer of any
     such rights with respect to the Premises or any special privileges or extra
     services granted to Tenant by this Lease, or any addendum or amendment
     hereto or letter of agreement.  All such options, rights, privileges and
     extra services shall terminate upon such assignment or subletting unless
     Landlord specifically grants in writing such options, rights, privileges
     and extra services to such assignee or subtenant.


SECTION XVII.  TRANSFER OF LANDLORD'S INTEREST

In the event Landlord shall sell or otherwise convey its title to the Building,
then, after the effective date of such sale or conveyance Landlord shall have no
further liability under this Lease to Tenant except as to matters of liability
which have accrued and are unsatisfied as of the date of sale or conveyance, and
Tenant shall seek performance solely from Landlord's purchaser or successor in
title.  In connection with such sale or transfer, Landlord may assign its
interest under this Lease without notice to or consent by Tenant.  In such
event, Tenant agrees to be bound to any successor Landlord.

                                    Page 24
<PAGE>

SECTION XVIII.  DAMAGE AND DESTRUCTION

A.   Minor Insured Damage
     --------------------

     In the event the Premises or the Building, or any portion thereof, is
     damaged or destroyed by any casualty that is covered by the insurance
     maintained by Landlord pursuant to Section XIV. above, then Landlord shall
     rebuild, repair and restore the damaged portion thereof, provided that (1)
     the amount of insurance proceeds available to Landlord equals or exceeds
     the cost of such rebuilding, restoration and repair, (2) such rebuilding,
     restoration and repair can be completed within one hundred eighty (180)
     days after the work commences in the opinion of a registered architect or
     engineer appointed by Landlord, (3) the damage or destruction has occurred
     more than twelve (12) months before the expiration of the Term and (4) such
     rebuilding, restoration, or repair is then permitted, under applicable
     governmental laws, rules and regulations, to be done in such a manner as to
     return the damaged portion thereof to substantially its condition
     immediately prior to the damage or destruction, including, without
     limitation, the same net rentable floor area.  To the extent that insurance
     proceeds must be paid to a mortgagee or beneficiary under, or must be
     applied to reduce any indebtedness secured by, a mortgage or deed of trust
     encumbering the Premises, Building or Project, such proceeds, for the
     purposes of this subsection, shall be deemed not available to Landlord
     unless such mortgagee or beneficiary permits Landlord to use such proceeds
     for the rebuilding, restoration, and repair of the damaged portion thereof.
     Notwithstanding the foregoing, Landlord shall have no obligation to repair
     any damage to, or to replace any of, Tenant's personal property,
     furnishings, trade fixtures, equipment or other such property or effects of
     Tenant.

B.   Major or Uninsured Damage
     -------------------------

     In the event the Premises or the Building, or any portion thereof, is
     damaged or destroyed by any casualty to the extent that Landlord is not
     obligated, under subsection A. above, to rebuild, repair or restore the
     damaged portion thereof, then Landlord shall within sixty (60) days after
     such damage or destruction, notify Tenant of its election, at its option,
     to either (1) rebuild, restore and repair the damaged portions thereof, in
     which case Landlord's notice shall specify the time period within which
     Landlord estimates such repairs or restoration can be completed; or (2)
     terminate this Lease effective as of the date the damage or destruction
     occurred.  If Landlord does not give Tenant written notice within sixty
     (60) days after the damage or destruction occurs of its election to rebuild
     or restore and repair the damaged portions thereof, Landlord shall be
     deemed to have elected to terminate this Lease.  Notwithstanding the
     foregoing, if Landlord does not elect to terminate this Lease, Tenant may
     terminate this Lease if either (i) Landlord notifies Tenant that such
     repair or restoration cannot be completed within three hundred and sixty-
     five (365) days after the work is commenced or (ii) the damage or
     destruction occurs within the last twelve (12) months of the Term, unless
     Tenant's actions or omissions are the cause of the damage.  If Tenant has
     the right to terminate the Lease in accordance with the above provisions,
     Tenant may so elect by written notice to Landlord which must be given
     within fifteen (15) days after Tenant's receipt of Landlord's notice of its
     election to rebuild.  Upon Landlord's receipt of such notice, the
     termination shall be effective as of the date the destruction occurred.

                                    Page 25
<PAGE>

C.   Abatement of Rent
     -----------------

     There shall be an abatement of rent by reason of damage to or destruction
     of the Premises or the Building, or any portion thereof, to the extent that
     (i) Landlord receives insurance proceeds for loss of rental income
     attributable to the Premises and (ii) the floor area of the Premises cannot
     be reasonably used by Tenant for conduct of its business, in which event
     the Monthly Rental shall abate proportionately according to (i) or (ii)
     above, as appropriate, commencing on the date that the damage to or
     destruction of the Premises or Building has occurred, and except that, if
     Landlord or Tenant elects to terminate this Lease as provided in Subsection
     B. above, no obligation shall accrue under this Lease after such
     termination.  Notwithstanding the provisions of this Section, if any such
     damage is due to the fault or neglect of Tenant, any person claiming
     through or under Tenant, or any of their employees, suppliers, shippers,
     servants, customers or invitees, then there shall be no abatement of rent
     by reason of such damage, unless and until Landlord is reimbursed for such
     abatement pursuant to any rental insurance policy that Landlord may, in its
     sole discretion, elect to carry.  Tenant's right to terminate this Lease in
     the event of any damage or destruction to the Premises or Building, is
     governed by the terms of this Section and therefore Tenant hereby expressly
     waives the provisions of any and all laws, whether now or hereafter in
     force, and whether created by ordinance, statute, judicial decision,
     administrative rules or regulations, or otherwise, that would cause this
     Lease to be terminated, or give Tenant a right to terminate this Lease,
     upon any damage to or destruction of the Premises or Building that occurs.

D.   Waiver
     ------

     Tenant waives the provisions of and any present or future laws or case
     decisions regarding damage, destruction, repair, or restoration of the
     Premises, Building and/or Project and agrees that the provisions of this
     Section XVIII shall control to the same effect.  Upon completion of such
     repair or restoration, Tenant shall promptly refixture the Premises
     substantially to the condition they were in prior to the casualty and shall
     reopen for business if closed by the casualty.

SECTION XIX.  CONDEMNATION

A.   Total or Partial Taking
     -----------------------

     If all or substantially all of the Premises is permanently condemned or
     taken in any manner for public or quasi-public use, including but not
     limited to, a conveyance or assignment in lieu of the condemnation or
     taking, this Lease shall automatically terminate as of the earlier of the
     date on which actual physical possession is taken by the condemnor or the
     date of dispossession of Tenant as a result of such condemnation or other
     taking.  If less than all or substantially all of the Premises is so
     condemned or taken, this Lease shall automatically terminate only as to the
     portion of the Premises so taken as of the earlier of the date on which
     actual physical possession is taken by the condemnor or the date of
     dispossession of Tenant as a result of such condemnation or taking.  If
     such portion of the Building is condemned or otherwise taken so as to
     require, in the opinion of Landlord, a substantial alteration or
     reconstruction of the remaining portions thereof, this Lease may be
     terminated by Landlord, as of the date on which actual physical possession
     is taken by the condemnor or dispossession of Tenant as a result of such
     condemnation or taking, by written notice to Tenant within sixty (60) days
     following notice to Landlord of the date on which such physical possession
     is taken or dispossession will occur.

                                    Page 26
<PAGE>

B.   Award
     -----

     Landlord shall be entitled to the entire award in any condemnation
     proceeding or other proceeding for taking the Premises, Building or Project
     for public or quasi-public use, including, without limitation, any award
     made for the value of the leasehold estate created by this Lease.  No award
     for any partial or total taking shall be apportioned, and Tenant hereby
     assigns to Landlord any award that may be made in such condemnation or
     other taking, together with any and all rights of Tenant now or hereafter
     arising in or to the same or any part thereof.  Although all damages in the
     event of any condemnation are to belong to Landlord whether such damages
     are awarded as compensation for diminution in value of the leasehold or to
     the fee of the Premises, Tenant shall have the right to claim and recover
     from the condemnor, but not from Landlord, such compensation as may be
     separately awarded or recoverable by Tenant in Tenant's own right on
     account of the interruption of or damage to Tenant's business by reason of
     the condemnation and for or on account of any cost or loss to which Tenant
     might incur in removing Tenant's merchandise, furniture and other personal
     property, fixtures, and equipment from the Premises.

C.   Abatement in Rent
     -----------------

     In the event of a partial condemnation or other taking that does not result
     in a termination of this Lease as to the entire Premises pursuant to this
     Section, the rent and all other charges under this Lease shall abate in
     proportion to the portion of the Premises taken by such condemnation or
     other taking.  If this Lease is terminated, in whole or in part, pursuant
     to any of the provisions of this Section, all rentals and other charges
     payable by Tenant to Landlord hereunder and attributable to the Premises
     taken shall be paid up to the date upon which actual physical possession
     shall be taken by the condemnor.  Landlord shall be entitled to retain all
     of the Security Deposit until such time as this Lease is terminated as to
     all of the Premises.

D.   Temporary Taking
     ----------------

     If all or any portion of the Premises is temporarily condemned or otherwise
     taken for public or quasi-public use for a limited period of time, this
     Lease shall remain in full force and effect and Tenant shall continue to
     perform all terms, conditions and covenants of this Lease; provided,
     however, the rent and all other charges payable by Tenant to Landlord
     hereunder shall abate during such limited period in proportion to the
     portion of the Premises that is rendered untenantable and unusable as a
     result of such condemnation or other taking.  Landlord shall be entitled to
     receive the entire award made in connection with any such temporary
     condemnation or other taking.  Tenant shall have the right to claim and
     recover from the condemnor, but not from Landlord, such compensation as may
     be separately awarded or recoverable by Tenant in Tenant's own right on
     account of damages to Tenant's business by reason of the condemnation and
     for or on account of any cost or loss to which Tenant might be put in
     removing Tenant's merchandise, furniture and other personal property,
     fixtures and equipment or for the interruption of or damage to Tenant's
     business.

E.   Transfer of Landlord's Interest to Condemnor
     --------------------------------------------

     Landlord may, without any obligation or liability to Tenant, agree to sell
     and/or convey to the condemnor the Premises, the Building, the Project or
     any portion thereof, sought by the condemnor, free from this Lease and the
     rights of Tenant hereunder, without first requiring that any action or
     proceeding be instituted or, if instituted, pursued to a judgment.  In such

                                    Page 27
<PAGE>

     event, this Lease shall be deemed terminated effective on the date of such
     transfer.


SECTION XX.  DEFAULT

A.   Tenant's Default
     ----------------

     The occurrence of any of the following events shall constitute a default
     hereunder by Tenant:

          (2) If Tenant fails to pay any rent or other charges required to be
          paid by Tenant under this Lease and such failure continues for five
          (5) days after such payment is due and payable; provided, however,
          that the obligation of Tenant to pay a late charge or interest
          pursuant to this Lease shall commence as of the due date of the rent
          or such other monetary obligation and not on the expiration of such
          five (5) day grace period;

          (3) If Tenant involuntarily transfers Tenant's interest in this Lease
          or voluntarily attempts to or actually transfers its interest in this
          Lease, without Landlord's prior written consent;

     (4)  If Tenant files a voluntary petition for relief, or if an involuntary
          petition against Tenant, is filed in a proceeding under the United
          States Bankruptcy Code or other federal or state insolvency laws and
          is not withdrawn or dismissed within forty-five (45) days thereafter;
          or if under the provisions of any law providing for reorganization or
          winding up of corporations, any court of competent jurisdiction
          assumes jurisdiction, custody or control of Tenant or any substantial
          part of the Premises or any of Tenant's personal property located at
          the Premises and such jurisdiction, custody or control remains in
          force unrelinquished, unstayed or unterminated for a period of forty-
          five (45) days;

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

          (6) If Tenant shall make any general assignment for the benefit of
          creditors or convene a meeting of its creditors or any class thereof
          for the purpose of effecting a moratorium upon or composition of its
          debts, or any class thereof;

          (7) If Tenant fails to discharge any lien placed as a result of
          Tenant's action or inaction upon the Premises, the Building, or the
          Project within thirty (30) days after the imposition of such lien;

          (8) If Tenant fails to promptly and fully perform any other covenant,
          condition or agreement contained in this Lease (other than as provided
          in subparagraphs (1) through (7) above) and such failure continues for
          days thirty (30) after written notice thereof from Landlord to Tenant,
          or if such failure cannot be completely cured within such thirty (30)
          day period, then if Tenant fails to commence such cure within such
          thirty (30)

                                    Page 28
<PAGE>

          day period and thereafter proceed to completely cure such failure
          within thirty (30) days after such written notice; or

     (9)  If Tenant is a partnership or consists of more than one (1) person or
          entity, if any partner of the partnership or other person or entity is
          involved in any of the acts or events described in subparagraphs (1)
          through (8) above.

B.   Remedies
     --------

     Upon the occurrence of a default by Tenant that is not cured by Tenant
     within any applicable grace period specified above, Landlord shall have the
     following rights and remedies in addition to all other rights and remedies
     available to Landlord at law or in equity, which shall be cumulative and
     non-exclusive:

          (1) The right to declare this Lease and the term of this Lease
          terminated; to re-enter the Premises and the improvements located
          thereon, with or without process of law; to eject all parties in
          possession thereof therefrom; to repossess and enjoy the Premises
          together with all said improvements; and to recover from Tenant all of
          the following:

                    (a)  The worth at the time of award of the unpaid rent which
               had been earned at the time of termination;

                    (b)  The worth at the time of award of the amount by which
               the unpaid rent which would have been earned after termination
               until the time of award exceeds the amount of such rental loss
               that Tenant proves could have been reasonably avoided; or

                    (c)  The worth at the time of award of the amount by which
               the unpaid rent for the balance of the Term after the time of
               award exceeds the amount of rental loss that Tenant proves could
               be reasonably avoided; and

                    (d)  Any other amount necessary to compensate Landlord for
               all the actual (not consequential) detriment proximately caused
               by Tenant's failure to perform its obligations under this Lease
               or which in the ordinary course of things would be likely to
               result therefrom, including, but not limited to, any attorneys'
               fees, broker's commissions or finder's fees (not only in
               connection with the reletting of the Premises, but also that
               portion of any leasing commission paid by Landlord in connection
               with this Lease which is applicable to that portion of the Term
               which is unexpired as of the date on which this Lease is
               terminated); the then unamortized cost of any tenant improvements
               constructed for or on behalf of Tenant by or at the expense of
               Landlord or of any moving allowance or other concession made
               available to Tenant and/or paid by Landlord pursuant to this
               Lease; any costs for repairs, clean-up, refurbishing, removal
               (including the repair of any damage caused by such removal) and
               storage (or disposal) of Tenant's personal property, equipment,
               fixtures, and anything else that Tenant is required (under this
               Lease) to remove but does not remove; any costs for alterations,
               additions and renovations; and any other costs and expenses,
               including reasonable attorneys' fees and costs incurred by
               Landlord in regaining possession of and reletting (or attempting
               to relet) the Premises.

                                    Page 29
<PAGE>

          (2) The right to continue this Lease in effect and to enforce all of
          Landlord's rights and remedies under this Lease, including the right
          to recover rent and any other additional monetary charges as they
          become due, for as long as Landlord does not terminate Tenant's right
          to possession.  Acts of maintenance or preservation, efforts to relet
          the Premises or the appointment of a receiver upon Landlord's
          initiative to protect its interest under this Lease shall not
          constitute a termination of Tenant's right to possession.

          (3) The right to re-enter the Premises; to eject therefrom all parties
          in possession thereof, and, without terminating this Lease, at any
          time and from time to time, but without obligation to do so, to relet
          the Premises and the improvements located therein or any part or parts
          thereof for the account of Tenant, or otherwise, on such conditions as
          Landlord in its discretion may deem proper, with the right to make
          alterations and repairs to the Premises in connection therewith, and
          to receive and collect the rents therefor and apply the same (i) first
          to the payment of the following costs and expenses as Landlord may
          have paid, assumed or incurred:  (a) in recovering possession of the
          Premises and said improvements, including attorneys' fees, and costs;
          (b) expenses for placing the Premises and said improvements in good
          order and condition, for decorating and preparing the Premises for
          reletting; (c) for making any alterations, repairs, changes or
          additions to the Premises that may be necessary or convenient; and (d)
          all other costs and expenses, including leasing and subleasing
          commissions, and charges paid, assumed or incurred by Landlord in or
          upon reletting the Premises and said improvements, or in fulfillment
          of the covenants of Tenant under this Lease; and (ii) then to the
          payment of Monthly Rental, Tenant's Proportionate Share of Common
          Operating Costs, and other monetary obligations due and unpaid
          hereunder; and (iii) any balance shall be held by Landlord and applied
          in payment of future amounts as the same may become due and payable
          hereunder.  Any such reletting may be for the remainder of the term of
          this Lease or for a longer or shorter period in Landlord's sole and
          absolute discretion.  Landlord may execute any lease or sublease made
          pursuant to the terms of this subparagraph either in its own name or
          in the name of Tenant as its agent, as Landlord may see fit.  The
          tenant(s) or subtenant(s) thereunder shall be under no obligation
          whatsoever with regard to the application by Landlord of any rent
          collected by Landlord from such tenant or subtenant to any and all
          sums due and owing or which may become due and owing under the
          provisions of this Lease, nor shall Tenant have any right or authority
          whatever to collect any rent whatever from such tenant(s) or
          subtenant(s).  If Tenant has been credited with any rent received by
          such reletting and such rent shall not be promptly paid to Landlord by
          the tenant(s) or subtenant(s), or if such rentals received from
          reletting during any month are less than those to be paid during that
          month by Tenant hereunder, Tenant shall pay any such deficiency to
          Landlord.  Such deficiency shall be calculated and paid monthly.
          Tenant shall also pay to Landlord as soon as ascertained, any costs
          and expenses incurred by Landlord in such reletting or in making such
          alterations and repairs not covered by the rentals received from such
          reletting.  For all purposes set forth in this subsection, Landlord is
          hereby irrevocably appointed as agent for Tenant.  No taking
          possession of the Premises by Landlord shall be construed as
          Landlord's acceptance of a surrender of the Premises by Tenant or an
          election of Landlord's part to terminate this Lease unless written
          notice of such intention is given to Tenant.  Notwithstanding any such
          leasing or subletting without termination

                                    Page 30
<PAGE>

          of this Lease, Landlord may at any time thereafter elect to terminate
          this Lease for such previous breach.

          (4) The right to have a receiver appointed for Tenant, upon
          application by Landlord, to take possession of the Premises and to
          apply any rental collected from the Premises and to exercise all other
          rights and remedies granted to Landlord pursuant to this subsection.


SECTION XXI.  LATE PAYMENTS/INTEREST AND LATE CHARGES

A.   Interest
     --------

     Any amount due from Tenant to Landlord which is not paid when due shall
     bear interest at the maximum rate permitted by law from the date such
     payment is due until paid, except that amounts spent by Landlord on behalf
     of Tenant as provided in this Lease shall bear interest at such rate from
     the date of disbursement by Landlord which Tenant agrees is to compensate
     Landlord for Tenant's use of Landlord's money after it is due.  Payment of
     such interest shall not excuse or cure any default by Tenant pursuant to
     this Lease.  Such rate shall remain in effect after the occurrence of any
     breach or default hereunder by Tenant to and until payment of the entire
     amount due.

B.   Late Charges
     ------------

     Tenant hereby acknowledges that in addition to lost interest, the late
     payment by Tenant to Landlord of rent or any other sums due hereunder will
     cause Landlord to incur other costs not contemplated in this Lease, the
     exact amount of which will be extremely difficult and impracticable to
     ascertain.  Such other costs include, but are not limited to processing,
     administrative and accounting costs.  Accordingly, if any installment of
     rent or any additional rent or other sum due from Tenant shall not be
     received by Landlord when such amount shall be due (without regard to any
     grace period prior to default granted in this Lease), Tenant shall pay to
     Landlord as additional rent hereunder a late charge equal to ten percent
     (10%) of such overdue amount.  The parties hereby agree that (i) such late
     charge represents a fair and reasonable estimate of the costs Landlord will
     incur in processing such past-due payment by Tenant, (ii) such late charge
     shall be paid to Landlord as liquidated damages for each delinquent
     payment, and (iii) the payment of the late charge is to compensate Landlord
     for the additional administrative expense incurred by Landlord in handling
     and processing delinquent payments.

C.   Consecutive Late Payment of Rent
     --------------------------------

     Following each second consecutive late payment of rent, Landlord shall have
     the option (i) to require that beginning with the first payment of rent
     next due, rent shall no longer be paid in monthly installments but shall be
     payable quarterly three (3) months in advance and/or (ii) to require that
     the Tenant increase the amount, if any, of the Security Deposit by one
     hundred percent (100%), which additional Security Deposit shall be retained
     by Landlord, and may be applied by Landlord, in the manner provided for
     Security Deposits in this Lease.

D.   No Waiver
     ---------

     Neither assessment nor acceptance of partial payments, interest or late
     charges by Landlord shall constitute a waiver of Tenant's default with
     respect to such overdue amount, nor prevent Landlord from exercising any of
     its other rights and remedies under this Lease.  Nothing contained

                                    Page 31
<PAGE>

     in this Section shall be deemed to condone, authorize, sanction or grant to
     Tenant an option for the late payment of rent, additional rent or other
     sums due hereunder, and Tenant shall be deemed in default with regard to
     any such payments should the same not be made by the date on which they are
     due.


SECTION XXII.  LIEN FOR RENT

IN CONSIDERATION OF THE MUTUAL BENEFITS ARISING UNDER THIS LEASE, TENANT HEREBY
GRANTS TO LANDLORD A LIEN AND SECURITY INTEREST IN ALL PROPERTY OF TENANT
(INCLUDING, BUT NOT LIMITED TO, ALL FIXTURES, MACHINERY, EQUIPMENT, FURNISHINGS,
AND OTHER ARTICLES OF PERSONAL PROPERTY NOW OR HEREAFTER PLACED IN OR ON THE
PREMISES BY TENANT, TOGETHER WITH THE PROCEEDS FROM THE DISPOSITION OF THOSE
ITEMS) [THE "COLLATERAL"], NOW OR HEREAFTER PLACED IN OR ON THE PREMISES, AS
SECURITY FOR PAYMENT OF ALL RENT AND OTHER SUMS AGREED TO BE PAID BY TENANT
HEREIN. THE PROVISIONS OF THIS SECTION CONSTITUTE A SECURITY AGREEMENT UNDER THE
UNIFORM COMMERCIAL CODE OF THE STATE IN WHICH THE BUILDING IS LOCATED, AND
LANDLORD HAS AND MAY ENFORCE A SECURITY INTEREST IN THE COLLATERAL. THE
COLLATERAL SHALL NOT BE REMOVED WITHOUT THE CONSENT OF LANDLORD UNTIL ALL
ARREARAGES IN RENT AND OTHER SUMS OF MONEY THEN DUE TO LANDLORD HEREUNDER HAVE
BEEN PAID AND DISCHARGED. CONCURRENTLY WITH THE EXECUTION AND DELIVERY HEREOF,
TENANT SHALL EXECUTE, AS DEBTOR, TWO OR MORE FINANCING STATEMENTS IN THE FORM
PROVIDED BY LANDLORD, TO PERFECT THIS SECURITY INTEREST PURSUANT TO THE UNIFORM
COMMERCIAL CODE OF THE STATE IN WHICH THE BUILDING IS LOCATED. THE PROVISIONS OF
THIS SECTION CONSTITUTE A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE
OF THE STATE IN WHICH THE BUILDING IS LOCATED, AND LANDLORD HAS AND MAY ENFORCE
A SECURITY INTEREST IN THE COLLATERAL. LANDLORD MAY AT ITS ELECTION AT ANY TIME
FILE A COPY OF THIS LEASE AS A FINANCING STATEMENT. LANDLORD, AS SECURED PARTY,
HAS ALL THE RIGHTS AND REMEDIES AFFORDED A SECURED PARTY UNDER THE UNIFORM
COMMERCIAL CODE OF THE STATE IN WHICH THE BUILDING IS LOCATED IN ADDITION TO AND
CUMULATIVE OF THE LANDLORD'S LIENS AND RIGHTS PROVIDED BY LAW OR BY THE OTHER
TERMS AND PROVISIONS OF THIS LEASE.


SECTION XXIII.  HOLDING OVER

Any holding over by Tenant in the possession of the Premises, or any portion
thereof, after the expiration or earlier termination of the Term, with or
without the consent of Landlord, shall require Tenant to pay two hundred percent
(200%) of the Monthly Rental herein specified for the last month in the Term
(prorated on a monthly basis), unless Landlord shall specify a lesser amount for
rent in its sole discretion, together with an amount estimated by Landlord for
the monthly Common Operating Costs payable under this Lease.  If Tenant holds
over with Landlord's consent, such occupancy shall be deemed a month to month
tenancy and such tenancy shall otherwise be on the terms and conditions herein
specified in this Lease as far as applicable.  Notwithstanding the foregoing
provisions or the acceptance by Landlord of any payment by Tenant, any holding
over without Landlord's consent shall constitute a default by Tenant and shall
entitle Landlord to pursue all remedies provided in this Lease and Tenant shall
be liable for any and all direct or consequential damages or losses of Landlord
resulting from Tenant's holding over without Landlord's consent.

                                    Page 32
<PAGE>

SECTION XXIV.  ATTORNEYS' FEES

The losing party shall pay to the prevailing party Landlord all costs and
expenses, including, but not limited to, reasonable attorneys' fees and amounts
paid to any collection agency, incurred by the prevailing party Landlord in
connection with any breach or default by the losing party Tenant under this
Lease or incurred in order to enforce or interpret the terms or provisions of
this Lease. Tenant shall also pay to Landlord all such amounts, including
attorneys' fees, incurred by Landlord in responding to any request by Tenant (a)
to amend or modify this Lease or (b) to prepare any statement or document in
connection with this Lease, including without limitation estoppel certificates
or subordination agreements or the like. Such amounts shall be payable
immediately upon demand. In addition, if any action shall be instituted by
either Landlord or Tenant for the enforcement or interpretation of any of its
rights or remedies in or under this Lease, the prevailing party shall be
entitled to recover from the losing party all costs incurred by the prevailing
party in said action and any appeal therefrom, including reasonable attorneys'
fees and court costs to be fixed by the court therein. In the event Landlord is
made a party to any litigation between Tenant and any third party, then Tenant
shall pay all costs and attorneys' fees incurred by or imposed upon Landlord in
connection with such litigation; provided, however, if Landlord is ultimately
held to be liable, then Landlord shall reimburse Tenant for the cost of any
attorneys' fees paid by Tenant on behalf of Landlord.


SECTION XXV.  MORTGAGEE PROTECTION

A.   Subordination; Nondisturbance
     -----------------------------

     The rights of Tenant under this Lease are and shall be, at the option of
     Landlord or the mortgagee, beneficiary or master or ground lessor under the
     following instruments, either subordinate or superior to any mortgage or
     deed of trust (including a consolidated mortgage or deed of trust)
     constituting a lien on the Premises, Building or Project, or Landlord's
     interest therein or any part thereof, whether such mortgage or deed of
     trust has heretofore been, or may hereafter be, placed upon the Premises by
     Landlord, and to any ground or master lease if Landlord's title to the
     Premises or any part thereof is or shall become a leasehold interest. To
     further assure the foregoing subordination or superiority, Tenant shall,
     upon Landlord's request, together with the request of any mortgagee under a
     mortgage or beneficiary under a deed of trust or ground or master lessor,
     execute any instrument (including without limitation an amendment to this
     Lease that does not materially and adversely affect Tenant's rights or
     duties under this Lease), or instruments intended to subordinate this Lease
     (subject to Tenant's non-disturbance rights), or at the option of Landlord,
     to make it superior to any mortgage, deed of trust, or ground or master
     lease. Notwithstanding any such subordination, Tenant's right to occupy the
     Premises pursuant to this Lease shall remain in effect for the full Term as
     long as Tenant is not in default hereunder.

B.   Attornment
     ----------

     Notwithstanding and in addition to the provisions of subsection A. above,
     Tenant agrees (1) to attorn to any mortgagee of a mortgage or beneficiary
     of a deed of trust encumbering the Premises and to any party acquiring
     title to the Premises by judicial foreclosure, trustee's sale, or deed in
     lieu of foreclosure, and to any ground or master lessor, as the successor
     to Landlord hereunder and (2) to execute any attornment agreement
     evidencing such attornment requested by a mortgagee, beneficiary, ground or
     master lessor, or party so acquiring title to the Premises, and (3) that
     this Lease, subject to the rights under any outstanding non-disturbance
     agreement, at the option of such mortgagee, beneficiary, or ground or
     master lessor, or other party, shall remain in force

                                    Page 33
<PAGE>

     notwithstanding any such judicial foreclosure, trustee's sale, deed in lieu
     of foreclosure, or merger of titles. Notwithstanding the foregoing, neither
     a mortgagee of a mortgage or beneficiary of a deed of trust encumbering the
     Premises, any party acquiring title to the Premises by judicial
     foreclosure, trustee sale, or deed in lieu of foreclosure, or any ground
     lessor or master lessor, as the successor to Landlord hereunder, shall be
     liable or responsible for any breach of a covenant contained in this Lease
     that occurred before such party acquired its interest in the Premises or
     for any continuing breach thereof until after the successor Landlord has
     received the notice and right to cure as provided herein, and no such party
     shall be liable or responsible for any security deposits held by Landlord
     hereunder which have not been transferred or actually received by such
     party, and such party shall not be bound by any payment of rent or
     additional rent for more than two (2) months in advance.

C.   Amendment
     ---------

     If any lending institution with which Landlord has negotiated or may
     negotiate for financing for the Building or Project requires any changes to
     this Lease, Tenant shall promptly execute and deliver an amendment to this
     Lease prepared by Landlord and embodying such changes, so long as such
     changes do not materially increase Tenant's obligations hereunder.  In the
     event that Tenant shall fail to execute and deliver such amendment within
     twenty (20) days after receipt thereof by Tenant, such failure shall
     constitute a default hereunder by Tenant and shall entitle Landlord to all
     remedies available to a landlord against a defaulting tenant pursuant to a
     written lease, including but not limited to those remedies set forth in
     Section XX.


SECTION XXVI.  ESTOPPEL CERTIFICATE/FINANCIAL STATEMENTS
A.   Estoppel Certificate
     --------------------

     Tenant, at any time and from time to time upon not less than ten (10) days
     prior written notice from Landlord, agrees to execute and deliver to
     Landlord a statement in the form provided by Landlord (a) certifying that
     this Lease is unmodified and in full force and effect, or, if modified,
     stating the nature of such modification and certifying that this Lease, as
     so modified, is in full force and effect and the date to which the rent and
     other charges are paid in advance, if any; (b) acknowledging that there are
     not, to Tenant's knowledge, any uncured defaults on the part of Landlord
     hereunder, or specifying such defaults if they are claimed evidencing the
     status of this Lease; (c) acknowledging the amount of the Security Deposit
     held by Landlord; and (d) containing such other information regarding this
     Lease or Tenant as Landlord reasonably requests.  Tenant's failure to
     deliver an estoppel certificate within such time shall be conclusive upon
     Tenant that (i) this Lease is in full force and effect without modification
     except as may be represented by Landlord, (ii) to Tenant's knowledge there
     are no uncured defaults in Landlord's performance, (iii) no rent has been
     paid in advance except as set forth in this Lease, and (iv) such other
     information regarding this Lease and Tenant set forth therein by Landlord
     is true and complete.

B.   Furnishing of Financial Statements
     ----------------------------------

     Landlord has reviewed the financial statements, if any, requested and
     received from the Tenant and has relied upon the truth and accuracy thereof
     with Tenant's knowledge and representations of the truth and accuracy of
     such statements and that said statements accurately and fairly depict the
     financial condition of Tenant.  Said financial statements are an inducing
     factor and consideration for the entering into of this Lease by Landlord
     with this particular Tenant.  Tenant shall, at any time and from

                                    Page 34

<PAGE>

     time to time upon not less than ten (10) days prior written notice from
     Landlord, furnish Landlord with (a) Tenant's most recent audited financial
     statements, including a balance sheet and income statement, or a document
     in which Tenant states that its books are not independently audited, and
     (b) unaudited financial statements, including a balance sheet and income
     statement, dated within ninety (90) days of the request from Landlord.


SECTION XXVII.  PARKING

Landlord agrees to maintain or cause to be maintained an automobile parking area
and to maintain and operate, or cause to be maintained and operated, said
automobile parking area during the Term of this Lease for the benefit and use of
the customers, service suppliers, other invitees and employees of Tenant.
Whenever the words "automobile parking area" or "parking area" are used in this
Lease, it is intended that the same shall include, whether in a surface parking
area or a parking structure, the automobile parking stalls, driveways, loading
docks, truck areas, service drives, entrances and exits and sidewalks,
landscaped areas, pedestrian passageways in conjunction therewith and other
areas designed for parking. Landlord shall keep said automobile parking area in
a reasonably neat, clean and orderly condition, lighted and landscaped, and
shall repair any damage to the facilities thereof, the cost of which shall be
included in Common Operating Costs as defined above. Landlord shall also have
the right to establish such reasonable rules and regulations as may be deemed
desirable, at Landlord's sole discretion, for the proper and efficient operation
and maintenance of said automobile parking area. Such rules and regulations may
include, without limitation, (i) restrictions in the hours during which the
automobile parking area shall be open for use, (ii) the establishment of charges
for parking therein (on either a reserved or unreserved basis, at Landlord's
sole discretion) by tenants of the Building and Project as well as by their
employees, customers and service suppliers, and (iii) the use of parking gates,
cards, permits and other control devices to regulate the use of the parking
areas.

The rights of Tenant and its employees, customers, service suppliers and
invitees referred to in this Section, shall at all times be subject to (a)
Landlord's right to establish rules and regulations applicable to such use and
to exclude any person therefrom who is not authorized to use same or who
violates such rules and regulations; (b) the rights of Landlord and other
tenants in the Building and Project to use the same in common with Tenant and
its employees, customers, service suppliers and invitees, (c) the availability
of parking spaces in said automobile parking area, and (d) Landlord's right to
change the location and configuration of the parking areas and any assigned
reserved parking spaces as shall be determined at Landlord's sole discretion.
Tenant agrees to limit its use of the Automobile Parking Area to the number and
type of parking spaces specified in the subsection entitled "Tenant Parking
Spaces" in Section I. Landlord shall at all times during the Term hereof have
the sole and exclusive control of the automobile parking area, and may at any
time during the Term hereof exclude and restrain any person from use or
occupancy thereof; excepting, however, Tenant and employees, customers, service
suppliers and other invitees of Tenant and of other tenants in the Building and
Project who make use of said area in accordance with any rules and regulations
established by Landlord from time to time with respect thereto.

Notwithstanding the foregoing, nothing contained herein shall be deemed to
impose liability upon Landlord for personal injury or theft, for damage to any
motor vehicle, or for loss of property from within any motor vehicle, which is
suffered by Tenant or any of its employees, customers, service suppliers or
other invitees in connection with their use of said automobile parking area.

                                    Page 35
<PAGE>

SECTION XXVIII.  SIGNS; NAME OF BUILDING

Tenant shall not have the right to place, construct, or maintain on or about the
Premises, Building or Project, or in any interior portions of the Premises or
Building that may be visible from the exterior of the Building or Common Areas,
any signs, names, insignia, trademark, advertising placard, descriptive material
or any other similar item ("Sign") without Landlord's prior written consent,
which consent may be withheld in Landlord's sole discretion; provided, however,
any Signs are further subject to approval of any applicable governmental
authority and/or compliance with applicable governmental requirements. In the
event Landlord consents to Tenant placing a Sign on or about the Premises,
Building or Project, any such Sign shall be subject to Landlord's approval of
the color, size, style and location of such Sign, and shall conform to any
current or future Sign criteria established by Landlord for the Building or
Project. If Landlord enacts a Sign criteria or revises an existing Sign
criteria, after Tenant has erected a Sign to which Landlord has granted its
consent, if Landlord so elects, Tenant agrees, at Landlord's expense, subject to
Landlord's prior approval of the cost thereof, to make the necessary changes to
its Sign in order to conform the Sign to Landlord's current Sign criteria, as
enacted or revised, provided that such changes shall be limited to the color,
size, style and location of Tenant's Sign and that Tenant shall not be required
to change the content of its Sign. In the event Landlord consents to Tenant's
placement of a Sign on the Building, Tenant shall, at its sole cost, (i)
maintain such sign in first class condition during the Term and (ii) and remove
such Sign from the Building at the end of the Term and restore the Building to
the same condition as before the installation of the Sign, ordinary wear and
tear excepted, including removing any discoloration of the Building caused by
the presence of such sign.

Landlord reserves the right at any time it deems necessary or appropriate to (a)
place Signs at any location on the Building and Project as it deems necessary
and (b) change the name, address or designation of the Building and Project.


SECTION XXIX.  QUIET ENJOYMENT

Upon payment by Tenant of the rents herein provided, and upon the observance and
performance of all the covenants, terms and conditions on Tenant's part to be
observed and performed, Tenant shall peaceably and quietly hold and enjoy the
Premises for the Term without hindrance or interruption by Landlord or any other
person or persons lawfully or equitably claiming by, through or under Landlord,
subject, nevertheless, to the terms and conditions of this Lease, and any
mortgage and/or deed of trust to which this Lease is subordinate.


SECTION XXX.  BROKERS AND AGENTS

Tenant warrants and represents that it has not dealt with any real estate broker
or agent in connection with this Lease or its negotiation except the Broker
identified in Section I. Tenant shall indemnify and hold Landlord harmless from
any cost, expense or liability (including costs of suit and reasonable
attorneys' fees) for any compensation, commission or fees claimed by any other
real estate broker or agent in connection with this Lease or its negotiation by
reason of any act of Tenant.  Further, Tenant agrees that Landlord shall not be
responsible for, and Tenant shall indemnify and hold Landlord harmless from and
such liability for compensation, commission or fees claimed by any real estate
broker or agent representing Tenant in connection with any renewal, extension
modification or other matter relating to this Lease.

                                    Page 36
<PAGE>

SECTION XXXI.  NOTICES

Any notice, demand, approval, consent, bill, statement or other communication
("Notice") required or desired to be given under this Lease shall be in writing,
shall be directed to Tenant at Tenant's Address for Notice or to Landlord at
Landlord's Address for Notice, above and shall be personally served or given by
pre-paid Certified U.S. Mail, return receipt requested, or "overnight" delivery
service with written receipt.  In the case of personal delivery, any Notice
shall be deemed to have been given when delivered; in the case of service by
certified mail, any Notice shall be deemed delivered on the date of receipt or
refusal or non-delivery indicated on the return receipt; and in the case of
overnight delivery service, any Notice shall be deemed given when delivered as
evidenced by a receipt.  If more than one Tenant is named under this Lease,
service of any Notice upon any one of said Tenants shall be deemed as service
upon all of such Tenants.  The parties hereto and their respective heirs,
successors, legal representatives, and assigns may from time to time change
their respective addresses for Notice by giving at least fifteen (15) days'
written notice to the other party, delivered in compliance with this Section.


SECTION XXXII.  NOTICE AND CURE TO LANDLORD AND MORTGAGEE

Upon the occurrence of any act or omission by Landlord which provides, or may
provide, Tenant the right to recover damages from Landlord or the right to
terminate this Lease by reason of a constructive or actual eviction from all or
part of the Premises, or otherwise, Tenant shall not sue for damages or attempt
to terminate this Lease until it has given written notice of the act or omission
to Landlord and to the holder(s) of the indebtedness or other obligations
secured by any mortgage or deed of trust affecting the Premises as identified by
Landlord, and a reasonable period of time for remedying the act or omission has
elapsed following the giving of the notice, during which time Landlord and the
lienholder(s), or either of them, their agents or employees, may enter upon the
Premises and do therein whatever is necessary to remedy the act or omission.
During the period after the giving of notice and during the remedying of the act
or omission, the Monthly Rental payable by Tenant shall not be abated and
apportioned except to the extent that the Premises are untenantable as a direct
result of Landlord's breach of its obligations hereunder.


SECTION XXXIII.  GENERAL

A.   Paragraph Headings
     ------------------

     The paragraph headings used in this Lease are for the purposes of
     convenience only.  They shall not be construed to limit or to extend the
     meaning of any part of this Lease.

B.   Incorporation of Prior Agreements; Amendments
     ---------------------------------------------

     This Lease contains all agreements of Landlord and Tenant with respect to
     any matter mentioned, or dealt with, herein.  No prior agreement or
     understanding pertaining to any such matter shall be binding upon Landlord.
     Any amendments to or modifications of this Lease shall be in writing,
     signed by the parties hereto, and neither Landlord nor Tenant shall be
     liable for any oral or implied agreements.

     LANDLORD HAS NOT MADE, AND TENANT MAY NOT RELY ON, ANY REPRESENTATIONS OR
     WARRANTIES, EXPRESSED OR IMPLIED, WITH REGARD TO THE PROJECT, THE BUILDING,
     THE PREMISES OR OTHERWISE OR THE SUITABILITY THEREOF FOR TENANT'S BUSINESS,
     EXCEPT AS EXPRESSLY STATED IN THIS LEASE.  IN PARTICULAR, LANDLORD HAS NOT
     AUTHORIZED ANY AGENT OR

                                    Page 37
<PAGE>

     BROKER TO MAKE A REPRESENTATION OR WARRANTY INCONSISTENT WITH THE TERMS OF
     THIS LEASE AND TENANT MAY NOT RELY ON ANY SUCH INCONSISTENT REPRESENTATION
     OR WARRANTY.

C.   Waiver
     ------

     Any waiver by Landlord of any breach of any term, covenant, or condition
     contained in this Lease shall not be deemed to be a waiver of such term,
     covenant, or condition or of any subsequent breach of the same or of any
     other term, covenant, or condition contained in this Lease.  Landlord's
     consent to, or approval of, any act shall not be deemed to render
     unnecessary the obtaining of Landlord's consent to, or approval of, any
     subsequent act by Tenant.  The acceptance of rent or other sums payable
     hereunder by Landlord shall not be a waiver of any preceding breach by
     Tenant of any provision hereof, other than failure of Tenant to pay the
     particular rent or other sum so accepted, regardless of Landlord's
     knowledge of such preceding breach at the time of acceptance of such rent,
     or sum equivalent to rent.

D.   Short Form or Memorandum of Lease
     ---------------------------------

     Tenant agrees, at the request of Landlord, to execute, deliver, and
     acknowledge a short form or memorandum of this Lease satisfactory to
     counsel for Landlord, and Landlord may, in its sole discretion, record such
     short form or memorandum in the county where the Premises are located.
     Tenant shall not record this Lease, or a short form or memorandum of this
     Lease, without Landlord's prior written consent.

E.   Time of Essence
     ---------------

     Time is of the essence in the performance of each provision of this Lease.

F.   Examination of Lease
     --------------------

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

G.   Severability
     ------------

     If any term or provision of this Lease or the application thereof to any
     person or circumstance shall, to any extent, be invalid or unenforceable,
     the remainder of this Lease, or the application of such term or provision
     to persons or circumstances other than those as to which it is held invalid
     or unenforceable, shall not be affected thereby, and each term and
     provision of this Lease shall be valid and be enforced to the fullest
     extent permitted by law.

H.   Surrender of Lease Not Merger
     -----------------------------

     Neither the voluntary or other surrender of the Lease by Tenant nor the
     mutual cancellation thereof shall cause a merger of the titles of Landlord
     and Tenant, but such surrender or cancellation shall, at the option of
     Landlord, either terminate all or any existing subleases or operate as an
     assignment to Landlord of any such subleases.

I.   Corporate Authority
     -------------------

     If Tenant is a corporation, each individual executing this Lease on behalf
     of Tenant represents and warrants (1) that he is duly authorized to

                                    Page 38
<PAGE>

     execute and deliver this Lease on behalf of Tenant in accordance with a
     duly adopted resolution of the Board of Directors of Tenant in accordance
     with the By-laws of Tenant and (2) that this Lease is binding upon and
     enforceable by Landlord against Tenant in accordance with its terms. If
     Tenant is a corporation, Tenant shall, within thirty (30) days after
     execution of this Lease, deliver to Landlord a certified copy of a
     resolution of its Board of Directors authorizing or ratifying the execution
     of this Lease.

J.   Governing Law
     -------------

     This Lease and the rights and obligations of the parties hereto shall be
     interpreted, construed and enforced in accordance with the local laws of
     the State in which the Project is located.

K.   Force Majeure
     -------------

     If the performance by Landlord of any provision of this Lease is delayed or
     prevented by any act of God, strike, lockout, shortage of material or
     labor, restriction by any governmental authority, civil riot, flood, and
     any other cause not within the control of Landlord, then the period for
     Landlord's performance of the provision shall be automatically extended for
     the same time the Landlord is so delayed or hindered.

L.   Use of Language
     ---------------

     Words of gender used in this Lease include any other gender, and words in
     the singular include the plural, unless the context otherwise requires.

M.   Successors
     ----------

     The terms, conditions, and covenants contained in the Lease inure to the
     benefit of and are binding on, the parties hereto and their respective
     successors in interest, assigns and legal representatives, except as
     otherwise herein expressly provided.  All rights, privileges, immunities
     and duties of Landlord under this Lease, including without limitation,
     notices required or permitted to be delivered by Landlord to Tenant
     hereunder, may, at Landlord's option, be exercised or performed by
     Landlord's agent or attorney.

N.   No Reduction of Rental
     ----------------------

     Except as otherwise expressly and unequivocally provided in this Lease,
     Tenant shall not for any reason withhold or reduce the amounts payable by
     Tenant under this Lease, it being understood that the obligations of
     Landlord hereunder are independent of Tenant's obligations.  If Landlord is
     required by governmental authority to reduce energy consumption or impose a
     parking or similar charge with respect to the Premises, Building or
     Project, to restrict the hours of operation of, limit access to, or reduce
     parking spaces available at the Building, or take other limiting actions,
     then Tenant is not entitled to abatement or reduction of rent or to
     terminate this Lease.

O.   No Partnership
     --------------

     Notwithstanding any provision of this Lease or otherwise, Landlord is not,
     and under no circumstances shall it be considered to be, a partner of
     Tenant, or engaged in a joint venture with Tenant.

                                    Page 39
<PAGE>

P.   Exhibits
     --------

     All exhibits attached hereto are made a part hereof and are incorporated
     herein by a reference.  A complete list of said exhibits is set forth in
     the Table of Contents.

Q.   Survival of Indemnities
     -----------------------

     The obligations of the indemnifying party under each and every
     indemnification and hold harmless provision contained in this Lease shall
     survive the expiration or earlier termination of this Lease to and until
     the last to occur of (a) the last date permitted by law for the bringing of
     any claim or action with respect to which indemnification may be claimed by
     the indemnified party against the indemnifying party under such provision
     or (b) the date on which any claim or action for which indemnification may
     be claimed under such provision is fully and finally resolved and, if
     applicable, any compromise thereof or judgment or award thereon is paid in
     full by the indemnifying party and the indemnified party is reimbursed by
     the indemnifying party for any amounts paid by the indemnified party in
     compromise thereof or upon a judgment or award thereon and in defense of
     such action or claim, including reasonable attorneys' fees incurred.
     Payment shall not be a condition precedent to recovery upon any
     indemnification provision contained herein.

R.   Nondisclosure of Lease Terms
     ----------------------------

     Landlord and Tenant agree that the terms of this Lease are confidential and
     constitute proprietary information of the parties hereto.  Disclosure of
     the terms hereof could adversely affect the ability of Landlord to
     negotiate with other tenants of the Project.  Each of the parties hereto
     agrees that such party, and its respective partners, officers, directors,
     employees, agents and attorneys, shall not disclose the terms and
     conditions of this Lease to any other person without the prior written
     consent of the other party hereto except pursuant to an order of a court of
     competent jurisdiction.  Provided, however, that Landlord may disclose the
     terms hereof to any lender now or hereafter having a lien on Landlord's
     interest in the Project, or any portion thereof, and either party may
     disclose the terms hereof to its respective independent accountants who
     review its respective financial statements or prepare its respective tax
     returns, to any prospective transferee of all or any portions of their
     respective interests hereunder (including a prospective sublessee or
     assignee of Tenant), to any lender or prospective lender to such party, to
     any governmental entity, agency or person to whom disclosure is required by
     applicable law, regulation or duty of diligent inquiry and in connection
     with any action brought to enforce the terms of this Lease, on account of
     the breach or alleged breach hereof or to seek a judicial determination of
     the rights and obligations of the parties hereunder.

S.   Waiver of Jury Trial
     --------------------

     TO THE EXTENT PERMITTED BY LAW, LANDLORD AND TENANT AGREE EACH SHALL, AND
     DO HEREBY, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
     BROUGHT BETWEEN THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS ON ANY
     MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
     RELATIONSHIP OF LANDLORD AND TENANT, AND/OR TENANT'S USE OR OCCUPANCY OF
     THE PREMISES.  THIS WAIVER IS MADE FREELY AND VOLUNTARILY, WITHOUT DURESS
     AND ONLY AFTER EACH OF THE PARTIES HERETO HAS HAD THE BENEFIT OF ADVICE
     FROM LEGAL COUNSEL ON THIS SUBJECT.

                                    Page 40
<PAGE>

T.   References to Default: All references to default or Default herein shall be
     ----------------------
interpreted to mean that all applicable notice or grace periods have expired.

SECTION XXXIV.  EXECUTION
This Lease may be executed in several duplicate counterparts, each of which
shall be deemed an original of this Lease for all purposes.

     IN WITNESS WHEREOF, the parties have executed this Lease, consisting of the
foregoing provisions, any typed addenda appended hereto and all Exhibits
appended hereto, on the dates indicated below, the later of which shall be
deemed the date of execution of this Lease.

"TENANT"                                "LANDLORD"

PSW Technologies, Inc., a Delaware      G & W Investments, a nini kumiai formed
corporation                             under the laws of Japan


By: /s/ Timothy D. Webb                 By:  MONY Realty Partners, Inc., a
   ----------------------------                Delaware corporation as its
                                               agent

Its: President & CEO                    By:  /s/ Mark E. Novack
                                             ------------------------------
                                             Mark E. Novack
                                             Vice President

                                    Page 41
<PAGE>

                                   CORPORATE

STATE OF ____________,}
                      }ss.
COUNTY OF ____________}

On this _____ day of _____________________ A.D. 19 ______, before me personally
appeared ________________ to me known to be the _________________ of
________________, the corporation that executed the within and foregoing
instrument and acknowledged the same instrument to be the free and voluntary act
and deed of said corporation for the uses and purposes therein mentioned, and on
oath stated that they were authorized to execute said instrument.

IN WITNESS HEREOF, I have hereunto set my hand and affixed my official seal, the
day and year first above written.

                         _____________________________________________________
                              Notary Public in and for the State of __________

                              Residing at ____________________________________
                              My Commission expires __________________________


                                   CORPORATE

STATE OF Colorado,    }
                      }ss.
COUNTY OF Denver      }

On this _____ day of _____________________ A.D. 19 ______, before me personally
appeared Mark E.  Novack to me known to be the Vice President  of MONY Realty
Partners, Inc. the corporation that executed the within and foregoing instrument
and acknowledged the same instrument to be the free and voluntary act and deed
of said corporation for the uses and purposes therein mentioned, and on oath
stated that they were authorized to execute said instrument.

IN WITNESS HEREOF, I have hereunto set my hand and affixed my official seal, the
day and year first above written.


                         _____________________________________________________
                              Notary Public in and for the State of Colorado

                              Residing at ____________________________________
                              My Commission expires __________________________

                                    Page 42
<PAGE>

                                  EXHIBIT "A"

                           SITE PLAN FOR THE PROJECT

                                    Page 43
<PAGE>

                                  EXHIBIT "B"

                          FLOOR PLAN OF THE PREMISES

                                    Page 44
<PAGE>

                                  EXHIBIT "C"

                           CONSTRUCTION WORK LETTER


Tenant accepts the Premises in "As Is" "Where Is" condition.  Tenant will at
their sole cost and expense supply all furniture and other personal property
including voice and data cable, telephone switching, furniture installation,
setup and relocation as necessary.

                                    Page 45
<PAGE>

                                  EXHIBIT "D

                                 RENT SCHEDULE



The total Monthly Rental (subject to adjustment by CPI increases, if applicable)
for the entire Term is equal to $522,747.00 and shall be payable monthly in
                                 -----------
accordance with the provisions of the Lease in installments as set forth below:

<TABLE>
<CAPTION>
               Months                        Monthly Rental
--------------------------------------------------------------------------------
               <S>                           <C>
                1 Through 12                   $14,093.75
               13 Through 24                   $14,516.50
               25 Through 36                   $14,952.00
</TABLE>

                                    Page 46
<PAGE>

                                  EXHIBIT "E"

                             RULES AND REGULATIONS

                   ATTACHED TO AND MADE A PART OF THE LEASE


The following Rules and Regulations shall be in effect at the Building.
Landlord reserves the right to adopt reasonable modifications and additions
hereto.  In the case of any conflict between these regulations and the Lease,
the Lease shall be controlling.

1.   Except with the prior written consent of Landlord, no tenant shall conduct
     any retail sales in or from the Premises, or any business other than that
     specifically provided for in the Lease.

2.   Landlord reserves the right to prohibit personal goods and services vendors
     from access to the Building except upon such reasonable terms and
     conditions, including but not limited to a provision for insurance
     coverage, as are related to the safety, care and cleanliness of the
     Building, the preservation of good order thereon, and the relief of any
     financial or other burden on Landlord occasioned by the presence of such
     vendors or the sale by them of personal goods or services to a tenant or
     its employees.  If reasonably necessary for the accomplishment of these
     purposes, Landlord may exclude a particular vendor entirely or limit the
     number of vendors who may be present at any one time in the Building.  The
     term "personal goods or services vendors" means persons who periodically
     enter the Building of which the Premises are a part for the purpose of
     selling goods or services to a tenant, other than goods or services which
     are used by a tenant only for the purpose of conducting its business on the
     Premises.  "Personal goods or services" include, but are not limited to,
     drinking water and other beverages, food, barbering services, and
     shoeshining services.

3.   The sidewalks, halls, passages, elevators, and stairways shall not be
     obstructed by any tenant or used by it for any purpose other than for
     ingress to and egress from their respective Premises.  The halls, passages,
     entrances, elevators, stairways, balconies, janitorial closets, and roof
     are not for the use of the general public, and Landlord shall in all cases
     retain the right to control and prevent access thereto of all persons whose
     presence in the judgment of Landlord shall be prejudicial to the safety,
     character, reputation and interests of the Building and its tenants,
     provided that nothing herein contained shall be construed to prevent such
     access to persons with whom Tenant normally deals only for the purpose of
     conducting its business on the Premises (such as clients, customers, office
     suppliers and equipment vendors, and the like) unless such persons are
     engaged in illegal activities.  No tenant and no employees of any tenant
     shall go upon the roof of the Building without the written consent of
     Landlord.

4.   The sashes, sash doors, windows, glass lights, and any lights or skylights
     that reflect or admit light into the halls or other places of the Building
     shall not be covered or obstructed.  The toilet rooms, water and wash
     closets and other water apparatus shall not be used for any purpose other
     than that for which they were constructed, and no foreign substance of any
     kind whatsoever shall be thrown therein, and the expense of any breakage,
     stoppage or damage, resulting from the violation of this rule shall be
     borne by the tenant who, or whose clerks, agents, employees, or visitors,
     shall have caused it.

5.   No sign, advertisement or notice visible from the exterior of the Premises
     or Building shall be inscribed, painted or affixed by Tenant on any part of

                                    Page 47
<PAGE>

     the Building or the Premises without the prior written consent of Landlord.
     If Landlord shall have given such consent at any time, whether before or
     after the execution of this Lease, such consent shall in no way operate as
     a waiver or release of any of the provisions hereof or of this Lease, and
     shall be deemed to relate only to the particular sign, advertisement or
     notice so consented to by Landlord and shall not be construed as dispensing
     with the necessity of obtaining the specific written consent of Landlord
     with respect to each and every such sign, advertisement or notice other
     than the particular sign, advertisement or notice, as the case may be, so
     consented to by Landlord.

6.   In order to maintain the outward professional appearance of the Building,
     all window coverings to be installed at the Premises shall be subject to
     Landlord's prior reasonable approval.  If Landlord, by a notice in writing
     to Tenant, shall object to any curtain, blind, shade or screen attached to,
     or hung in, or used in connection with, any window or door of the Premises,
     such use of such curtain, blind, shade or screen shall be forthwith
     discontinued by Tenant.  No awnings shall be permitted on any part of the
     Premises.

7.   Tenant shall not do or permit anything to be done in the Premises, or bring
     or keep anything therein, which shall in any way increase the rate of fire
     insurance on the Building, or on the property kept therein, or obstruct or
     interfere with the rights of other tenants, or in any way injure or annoy
     them; or conflict with the regulations of the Fire Department or the fire
     laws, or with any insurance policy upon the Building, or any part thereof,
     or with any rules and ordinances established by the Board of Health or
     other governmental authority.

8.   No safes or other objects larger or heavier than the freight elevators of
     the Building are limited to carry shall be brought into or installed in the
     Premises.  Landlord shall have the power to prescribe the weight, method of
     installation and position of such safes or other objects.  The moving of
     safes shall occur only between such hours as may be designated by, and only
     upon previous notice to, the manager of the Building, and the persons
     employed to move safes in or out of the Building must be acceptable to
     Landlord.  No freight, furniture, or bulky matter of any description shall
     be received into the Building or carried into the elevators except during
     hours and in a manner approved by Landlord.

9.   Landlord shall clean the Premises as provided in the Lease, and except with
     the written consent of Landlord, no person or persons other than those
     approved by Landlord will be permitted to enter the Building for such
     purpose, but Tenant shall not cause unnecessary labor by reason of Tenant's
     carelessness and indifference in the preservation of good order and
     cleanliness.

10.  No tenant shall sweep or throw or permit to be swept or thrown from the
     Premises any dirt or other substance into any of the corridors or halls or
     elevators, or out of the doors or windows or stairways of the Building, and
     Tenant shall not use, keep or permit to be used or kept any foul or noxious
     gas or substance in the Premises, or permit or suffer the Premises to be
     occupied or used in a manner offensive or objectionable to Landlord or
     other occupants of the Building by reason of noise, odors and/or
     vibrations, or interfere in any way with other tenants or those having
     business therein, nor shall any animals or birds be kept in or about the
     Building.  The Building and the Premises are smoke-free environments.

11.  Except for the use of microwave ovens and coffee makers for Tenant's
     personal use, no cooking shall be done or permitted by Tenant on the
     Premises, nor shall the Building be used for lodging.

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12.  Tenant shall not use or keep in the Building any kerosene, gasoline, or
     inflammable fluid or any other illuminating material, or use any method of
     heating other than that supplied by Landlord.

13.  If Tenant desires telephone or telegraph connections, Landlord will direct
     electricians as to where and how the wires are to be introduced.  No boring
     or cutting for wires or other otherwise shall be made without directions
     from Landlord.

14.  Each tenant, upon the termination of its tenancy, shall deliver to Landlord
     all the keys of offices, rooms and toilet rooms, and security access
     card/keys which shall have been furnished such tenant or which such tenant
     shall have had made, and in the event of loss of any keys so furnished,
     shall pay Landlord therefor.

15.  No Tenant shall lay linoleum or other similar floor covering so that the
     same shall be affixed to the floor of the Premises in any manner except by
     a paste, or other material which may easily be removed with water, the use
     of cement or other similar adhesive materials being expressly prohibited.
     The method of affixing any such linoleum or other similar floor covering to
     the floor, as well as the method of affixing carpets or rugs to the
     Premises shall be subject to reasonable approval by Landlord.  The expense
     of repairing any damage resulting from a violation of this rule shall be
     borne by Tenant by whom, or by those agents, clerks, employees or visitors,
     the damage shall have been caused.

16.  No furniture, packages or merchandise will be received in the Building or
     carried up or down in the elevators, except between such hours and in such
     elevators as shall be designated by Landlord.

17.  On Saturdays, Sundays and legal holidays, and on other days between the
     hours of 6:00 p.m. and 7:00 a.m. access to the Building or to the halls,
     corridors, elevators or stairways in the Building, or to the Premises may
     be refused unless the person seeking access is known to the building
     watchman, if any, in charge and has a pass or is properly identified.
     Landlord shall in no case be liable for damages for the admission to or
     exclusion from the Building of any person whom Landlord has the right to
     exclude under Rule 3 above.  In case of invasion, mob, riot, public
     excitement, or other commotion, Landlord reserves the right but shall not
     be obligated to prevent access to the Building during the continuance of
     the same by closing the doors or otherwise, for the safety of the tenants
     and protection of property in the Building.

18.  Tenant shall see that the windows and doors of the Premises are closed and
     securely locked before leaving the Building and Tenant shall exercise
     extraordinary care and caution that all water faucets or water apparatus
     are entirely shut off before Tenant or Tenant's employees leave the
     Building, and that all electricity, gas or air shall likewise be carefully
     shut off, so as to prevent waste or damage, and for any default or
     carelessness Tenant shall make good all injuries sustained by other tenants
     or occupants of the Building or Landlord.

19.  Tenant shall not alter any lock or install a new or additional lock or any
     bolt on any door of the Premises without prior written consent of Landlord.
     If Landlord shall give its consent, Tenant shall in each case furnish
     Landlord with a key for any such lock.

20.  Tenant shall not install equipment, such as but not limited to electronic
     tabulating or computer equipment, requiring electrical or air conditioning
     service in excess of those to be provided by Landlord under the Lease.

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21.  No bicycle, shopping cart, or other vehicle or any animal shall be brought
     into the Premises or the halls, corridors, elevators or any part of the
     Building by Tenant.

22.  Landlord shall have the right to prohibit the use of the name of the
     Building or Project or any other publicity by Tenant which in Landlord's
     opinion tends to impair the reputation of the Building or Project or their
     desirability for other tenants, and upon written notice from Landlord,
     Tenant will refrain from or discontinue such publicity.

23.  Tenant shall not erect any aerial or antenna on the roof or exterior walls
     of the Premises, Building, or Project without the prior written consent of
     Landlord.

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                                  EXHIBIT "F"

                     AMENDMENT OF LEASE COMMENCEMENT DATE


In connection with that certain Office Lease dated G & W Investments, a nini
kumiai formed under the laws of Japan, as Landlord, and                 , as
Tenant concerning the Premises located at                 , Landlord and Tenant
hereby agree as follows:

1.   The Lease Commencement Date stated in Section I. of the Office Lease is
     amended to be, 19_____ and the Expiration Date stated in Section I. is
     amended to be, 19_____.

2.   Landlord has satisfactorily complied with all requirements and conditions
     precedent to the commencement of the Term as specified in the Office Lease.

3.   The Premises covered by the Office Lease and the tenant improvements
     therein have been fully completed as required, are in good condition, are
     ready for occupancy and have been accepted by Tenant.

4.   Tenant has or shall commence paying Monthly Rental pursuant to the Office
     Lease on _________________________, 19_____.


Dated effective this___ day of ___________, 199__.

"TENANT"                                "LANDLORD"

                                        G & W Investments, a nini kumiai formed
                                        under the laws of Japan

By:  __________________________         By:  MONY Realty Partners, Inc., a
                                               Delaware corporation as its
                                               agent

     (Type Name and Title)                   By: _______________________________

                                              Mark E. Novack
                                              Vice President


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