<PAGE>   1
                                                                    EXHIBIT 10.3


                                  OFFICE LEASE




                             BUILDING: PLAZA TOWER


               LANDLORD: TRANSCONTINENTAL REALTY INVESTORS, INC.




                           TENANT: AAXICO SALES, INC.
                       AND SATELLITE ACCESS SYSTEMS, INC.


                                    DBA: SAS



                                       1
<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
         TABLE OF CONTENTS...........................................    2

1.       CERTAIN LEASE PROVISIONS....................................    4

2.       PREMISES....................................................    5
         2.1 Definition..............................................    5
         2.2 Public Areas............................................    5

3.       TERM........................................................    5
         3.1 Term....................................................    5
         3.2 Delay in Commencement...................................    5
         3.3 Early Possession........................................    5
         3.4 Delivery of Possession..................................    5
         3.5 Holding Over............................................    5

4.       RENT........................................................    6
         4.1 Base Rent...............................................    6
         4.2 Additional Rent.........................................    6
         4.3 Parking and Storage.....................................    6
         4.4 Acceptance of Rental Payments...........................    6

5.       ESCALATIONS OF RENT.........................................    6
         5.1 Determination...........................................    6
         5.2 Indexing................................................    6

6.       SHARED EXPENSES.............................................    7
         6.1 Determination...........................................    7
         6.2 Escalations.............................................    7
         6.3 Statements..............................................    8

7.       SECURITY DEPOSIT............................................    8

8.       USE.........................................................    9
         8.1 Use.....................................................    9
         8.2 Compliance With Law.....................................    9
         8.3 Waste and Nuisance......................................    9
         8.4 Conditions of Premises..................................    9
         8.5 Insurance Cancellation..................................    9
         8.6 Landlord's Rules and Regulations........................    9

9.       LANDLORD'S SERVICES.........................................    9
         9.1 Basic Services..........................................    9
         9.2 Initial Construction....................................   10
         9.3 Interruption of Service.................................   10

10.      MAINTENANCE, REPAIRS AND ALTERATIONS........................   10
         10.1 Landlord's Obligations.................................   10
         10.2 Tenant's Obligations...................................   10
         10.3 Surrender..............................................   11
         10.4 Alterations and Additions..............................   11

11.      TENANT'S USE OF PUBLIC AREAS................................   12

12.      TAXES AND TELEPHONE.........................................   12
         12.1 Personal Property Taxes................................   12
         12.2 Evidence of Payment....................................   12
         12.3 Telephone..............................................   12

13.      INSURANCE AND INDEMNITY.....................................   12
         13.1 Liability Insurance....................................   12
         13.2 Property Insurance.....................................   12
         13.3 Insurance Policies.....................................   13
         13.4 Waiver of Subrogation..................................   13
         13.5 Hold Harmless..........................................   13
         13.6 Exemption of Landlord from Liability...................   13

14.      DAMAGE OR DESTRUCTION.......................................   13
         14.1 Option to Terminate Lease..............................   13
         14.2 Obligation to Repair or Restore........................   13
         14.3 Fault of Tenant........................................   14
</TABLE>


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<PAGE>   3


                         TABLE OF CONTENTS (Continued)

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
         14.4 Obligations of Tenant.................................    14
         14.5 Termination by Tenant.................................    14

15.      CONDEMNATION...............................................    14

16.      ASSIGNMENT AND SUBLETTING..................................    14
         16.1 Landlord's Consent Required...........................    14
         16.2 No Release of Tenant..................................    15
         16.3 Attorneys Fees and Administrative Fees................    15
         16.4 Right to Collect Rent.................................    15

17.      DEFAULTS; REMEDIES.........................................    15
         17.1 Defaults..............................................    15
         17.2 Remedies in Default...................................    16
         17.3 Default by Landlord...................................    17
         17.4 Late Charges..........................................    17

18.      RIGHTS OF MORTGAGEES.......................................    17
         18.1 Subordination.........................................    17
         18.2 Mortgagee's Consent to Amendments.....................    18
         18.3 Mortgagee's Right to Cure.............................    18

19.      NOTICES....................................................    18

20.      RELOCATION.................................................    18

21.      QUIET POSSESSION...........................................    18

22.      OPTIONS....................................................    18

23.      LANDLORD'S LIEN............................................    18

24.      HAZARDOUS MATERIALS........................................    19

25.      GENERAL PROVISIONS.........................................    19
         25.1 Estoppel Certificate..................................    19
         25.2 Landlord's Interests..................................    19
         25.3 Severability..........................................    19
         25.4 Interest on Past Due Obligations; Certified Funds.....    20
         25.5 Time of the Essence...................................    20
         25.6 Captions..............................................    20
         25.7 Entire Agreement......................................    20
         25.8 Waivers...............................................    20
         25.9 Recording.............................................    20
         25.10 Determinations by Landlord...........................    20
         25.11 Cumulative Remedies..................................    20
         25.12 Covenants and Conditions.............................    20
         25.13 Binding Effect; Choice of Law........................    20
         25.14 Attorneys Fees.......................................    20
         25.15 Landlord's Access....................................    20
         25.16 Auctions.............................................    21
         25.17 Merger...............................................    21
         25.18 Corporate Authority..................................    21
         25.19 Signs................................................    21
         25.20 Brokers..............................................    21
         25.21 Guarantor............................................    21
         25.22 Governing Law........................................    21
         25.23 Joint and Several Liability..........................    21
         25.24 No Joint Venture.....................................    21
         25.25 Americans with Disabilities Act of 1990..............    21
         25.26 Hazardous Waste......................................    21
</TABLE>

EXHIBITS
         Exhibit A -- Legal Description
         Exhibit B -- Premises Site Plan
         Exhibit C -- Parking Addendum
         Exhibit D -- Rules and Regulations
         Exhibit E -- Guaranty
         Exhibit F -- Work Letter Addendum


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<PAGE>   4

                                  OFFICE LEASE


         This Lease, dated for reference purposes only July 1, 1996, is made by
and between TRANSCONTINENTAL REALTY INVESTORS, INC. (the "Landlord"), and AAXICO
SALES, INC. AND SATELLITE ACCESS SYSTEMS, INC. (the "Tenant").

1.       CERTAIN LEASE PROVISIONS

         The description and amounts set forth below are qualified by their
usage elsewhere in this Lease, including those Sections referred to in
parentheses following such descriptions:

<TABLE>
<S>      <C>
1.1      Tenant's address and telephone number. (Section 19):
         Tenant Name: Aaxico Sales, Inc. And Satellite Access Systems, Inc.
         Doing Business As (DBA): SAS
         Address: 111 Second Ave. N.E., St. Pete. 33701
         Telephone: (   )

1.2      Premises. (Section 2.1):
         Building Name: Plaza Tower Courtyard & Shops Suite No.: 1600
         Address: 111 Second Ave., N.E., St. Petersburg, FL 33701

1.3      Leased Area. (Section 2.1): 11.146 rentable sq. ft.

1.4      Total Building Area. (Section 2.1): 147,533 rentable sq. ft.

1.5      Tenant's Pro-Rata Share of Building Area. (Section 2.1) 7.55%

1.6      Lease Term. (Section 3.1): four (4) years, no (0) months.

1.7      Commencement Date. (Section 3.1): July 1, 1996.

1.8      Expiration Date. (Section 3.1, 3.2): June 30, 2000.

1.9      Base Rent for Lease Term. (Section 4.1): Total $590,738.00

1.10     Base Rent, Monthly Installments. (Sections 4.1, 5.2): $11,610.42 Yr.1:
         $12,074.83 Yr.2: $12,539.25 Yr.3: $13,003.67 Yr.4

1.11     (a) Address of Landlord for rent payments (Sections 4.1, 4.2):
         Carmel Management, 111 Second Avenue, N.E., Suite 702
         St. Petersburg, FL 33701  Attn: Property Manager
         (b) Address of Landlord for notices. (Sections 6.3, 19): Address above
         and c/o Basic Capital Management, Inc., 10670 No. Central Expressway,
         Suite 300, Dallas, TX 75231
         (c) Address of Tenant for notices (Sections 6.3, 19): 111 Second Ave.,
         N.E., St. Petersburg, FL 33701

1.12     Geographic Area for CPI Calculation. (Section 5.2): N/A

1.13     Base Month for CPI Calculation. (Section 5.2): N/A

1.14     Landlord's Share of Operating Expenses. (Section 6.2): 1996 Base Year

1.15     Landlord's Share of Real Estate Taxes. (Section 6.2): 1996 Base Year

1.16     Security Deposit. (Section 7): $12,500.00

1.17     Use. (Section 8.1): Professional Office

1.18     Brokers. (Section 25.20): CB Commercial Real Estate Group, Inc. and
         TamBay Realty, Inc.

1.19     Addendum(s). (Sections 3.2, 4.3, 9.2, 22): The following addendum(s)
         are attached to this Lease: Page 23.
</TABLE>

         This Lease consists of 25 articles on 22 pages, plus Exhibits A, B, C,
D, E, F, & G and 1 additional page(s) of Addendum(s).

                                       4

<PAGE>   5
LANDLORD: TRANSCONTINENTAL REALTY         TENANT:  AAXICO SALES, INC.
             INVESTORS, INC.

By: /s/ David W. Starowicz                By: Illegible
   -----------------------------------       ----------------------------------
   David W. Starowicz, Vice President        TITLE: PRESIDENT

               7/8/96                           July 2, 1996
--------------------------------------    -------------------------------------
Date                                      Date

WITNESS: /s/ Michelle C. McDowell         WITNESS: /s/ Melanie F. Wood
         ----------------------------              ----------------------------

WITNESS: /s/ Illegible                    WITNESS: /s/ Cristina Gonzalez
         ----------------------------              ----------------------------

                                          TENANT: SATELLITE ACCESS SYSTEMS, INC.

                                          By: /s/ Illegible
                                             ---------------------------------
                                             C.E.O.

                                                June 28, 1996
                                          ------------------------------------
                                          Date

                                          WITNESS: /s/ Mary Hogan
                                                   ---------------------------

                                          WITNESS: /s/ Illegible
                                                   ---------------------------
2.      PREMISES.

        2.1     Definition. Landlord hereby leases to Tenant and Tenant leases
from Landlord for the term, at the rental, and upon all of the conditions set
forth herein, that certain real property known by suite number and address
specified in Section 1.2 hereof, consisting of the approximate amount of
rentable square feet specified in Section 1.3 hereof, and which is referred to
herein as the Premises. The Premises are located in an office building presently
consisting of the total number of rentable square feet specified in Section 1.4
hereof, which office building, the real property on which it is situated (the
legal description of which is attached hereto as Exhibit A), and any parking
facilities or structures appurtenant thereto are hereinafter collectively
referred to as the "Building". The Premises are depicted in Exhibit B attached
hereto and incorporated herein by this reference, but the depiction of possible
uses, tenants or locations on Exhibit B shall not be construed to be a warranty
or representation by Landlord that any such uses, tenants or locations presently
exist or will continue to exist. Tenant's share of the total amount of square
feet of the Building is equal to the pro-rata share specified in Section 1.5
hereof, and said percentage shall hereinafter be referred to as the Tenant's
"Pro-Rata Share".

        2.2     Public Areas. As long as this Lease remains in effect and Tenant
is not in default hereunder, tenant shall have the nonexclusive right, in common
with the Landlord, other tenants, subtenants and invitees, to use the public
areas of the Building which consist of the entrance foyer and lobby of the
Building, the common corridors on the floor of the Building on which the
Premises are situated and other areas appurtenant to or servicing the elevators,
shipping and receiving areas and lavatories in the Building, provided that
Landlord shall have the right at any time and from time to time to exclude
therefrom such areas as Landlord may determine so long as access to the Premises
is not unreasonably denied.

3.      TERM.

        3.1     Term. The term of this Lease shall be the term specified in
Section 1.6 hereof, commencing on the Commencement Date specified in Section 1.7
hereof and ending on the Expiration Date specified in Section 1.8 hereof unless
sooner terminated pursuant to any provision of this Lease.

        3.2     Delay in Commencement. Notwithstanding said Commencement Date,
if for any reason Landlord cannot deliver possession of the Premises to Tenant
on said date, Landlord shall not be subject to any liability therefor, nor shall
such failure affect the validity of this Lease or the obligations of Tenant
hereunder. However, in such case Tenant shall not be obligated to pay rent until
possession of the Premises is tendered to Tenant, which date shall be the new
Commencement Date, and the Expiration Date shall be adjusted to reflect the term
listed in 1.6. Upon Landlord's request, the parties agree to execute in writing
an Addendum to certify the Commencement Date and Expiration Date hereof, but
this Lease shall not be affected in any manner if either party fails or refuses
to execute such Addendum.

        3.3     Early Possession. In the event that Landlord shall permit Tenant
to occupy the Premises prior to the Commencement Date, such occupancy shall be
subject to all of the provisions of this Lease and Tenant shall be obligated to
pay rental and all other charges incurred under this Lease. In addition to any
obligations which commence on the Commencement Date. Said early possession shall
not advance the Expiration Date of this Lease.


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<PAGE>   6
         3.4  Delivery of Possession. Tenant shall be deemed to have taken
possession of the Premises when the earliest of any of the following occur: (a)
five business days after Landlord or Landlord's agent, architect or contractor
notifies Tenant that the Premises are ready for occupancy; or (b) Tenant
commences to occupy or otherwise make use of the Premises. If Tenant is notified
pursuant to Section 3.4(a), Tenant agrees to occupy the Premises within twenty
business days thereafter. As used in this Lease, "business days" shall mean
Mondays through Fridays. Tenant agrees that, upon the request of Landlord,
Tenant will execute a document certifying the date on which Tenant took
possession of the premises.

         3.5  Holding Over. If Tenant remains in possession of the Premises or
any part thereof after the expiration of the term hereof, such occupancy shall
be a tenancy from month to month at a monthly rental equal to 150% of the Base
Rent and Additional Rent payable hereunder. The foregoing provisions of this
Section 3.5 shall neither be construed to give the Tenant any right to remain in
possession of the Premises or any part thereof after the expiration of the term
hereof nor to waive any of the Landlord's rights under this Lease to collect any
damages to which it may be entitled, whether direct or consequential.

4.  RENT.

         4.1  Base Rent. The Base Rent for the Premises for the entire term of
this Lease shall be as specified in Section 1.9, subject to adjustment pursuant
to the application of Section 3.2 relative to postponement of the installments
specified in Section 1.10, in advance, on the first day of each month of the
term hereof. Tenant shall pay Landlord upon the execution of this Lease the sum
specified in Section 1.10 as the installment of Base Rent for the first full
calendar month of the term of the Lease. Provided, however, that if the
Commencement Date does not occur on the first day of a month, the aforesaid
payment shall be for the initial thirty days of the Lease and the next monthly
installment of Base Rent shall be due on the first day of the first full
calendar month of the term but shall be prorated to cover only those days of
said calendar month not previously paid by the Tenant by its initial payment.
Base Rent for any period during the term hereof which is less than one calendar
month shall be a pro rata portion of the monthly installment based upon the
actual number of days the Lease is in effect during said calendar month. All
rents shall be payable in lawful money of the United States of America without
notice or demand and without any deduction, offset or abatement, and shall be
payable to Landlord at the address stated in Section 1.11(a) or to such other
persons or at such other places as Landlord may designate in writing. The
payment of Base Rent hereunder shall be an independent covenant.

         4.2  Additional Rent. Both Tenant and Landlord expressly understand and
agree that all other sums, excepting Base Rent as described in Sections 4.1 and
5, which may from time to time become due under this Lease shall be deemed
Additional Rent. Additional Rent shall include, but not be limited to, late
charges, interest, Shared Expenses as described in Section 6, attorneys' fees,
security deposits and any cash bonds which may by circumstance be required to be
posted hereunder. Both Tenant and Landlord expressly understand and agree that
all monies paid by Tenant hereunder shall be first credited to Additional Rent
(and allocated among different items of Additional Rent as Landlord may
determine), and only then to Base Rent. All payments of Additional Rent shall be
in lawful money of the United States of America, shall be paid without any
deduction, offset or abatement, and shall be payable to Landlord at the address
stated in Section 1.11(a) or to such other persons or at such other places as
Landlord may designate in writing. The obligation to make payments of Additional
Rent hereunder shall be an independent covenant.

         4.3  Parking and Storage. Tenant agrees to pay to Landlord the amount
of Additional Rent for parking as set forth in any Parking Addendum incorporated
in this Lease, and the amount of Additional Rent for storage as set forth in any
Storage Space Addendum incorporated in this Lease, in advance for each month on
the first day of each month of the term hereof. Unless Tenant executes a Parking
Addendum or Storage Space Addendum, Tenant shall have no right to use any
parking facilities or storage facilities of the Building, respectively.

         4.4  Acceptance of Rental Payments. No acceptance by Landlord of a
lesser sum than the Base Rent and/or Additional Rent then due shall be deemed to
be other than on account of the earliest amount of such rental due (unless
Landlord elects otherwise), nor shall any endorsement or statement on any check
or any letter accompanying any check or payment as rent be deemed an accord and
satisfaction or compromise and settlement, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
payments due or to pursue any other remedy as provided in this Lease.

5.  ESCALATIONS OF RENT.

         5.1  Determination. The monthly obligations for rental payments
described in Sections 4.1 and 4.3 shall be increased annually in accordance with
the provisions of Section 1.10.

6.  SHARED EXPENSES.

         6.1  Determination. The monthly obligations for Additional Rent as
described in Section 4.2 shall be annually adjusted in accordance with the
provisions of Section 6.2 below.

         6.2  Escalations. (a) Landlord agrees to expend as its share of
Operating Expenses paid for and sustained by the Landlord during any calendar
year an amount not greater than that specified in Section 1.14. Said sum shall
constitute the maximum payable by Landlord as its contribution toward Operating
Expenses. The term "Operating Expense" means the total amounts paid or payable,
whether by the Landlord or otherwise on behalf of the Landlord, in


                                       6
<PAGE>   7


connection with the ownership, leasing, management, maintenance, repair and
operation of the Building, other than those expenses described in Section
6.2(b). Operating Expense shall include, without limiting the generality of the
foregoing, the aggregate of the amount paid for heating, air conditioning, and
providing electricity and water and sewer charges to the Building, other than
that paid by individual tenants, the amount paid to any persons or entities for
all labor and/or wages (including the cost to Landlord of workmen's
compensation and disability insurance, payroll taxes, welfare and fringe
benefits), for services rendered, and materials provided to the Building;
administrative expenses related to the Building; any costs incurred for any
capital improvements or structural repairs to the Building to effect labor
savings or otherwise reduce Operating Expenses, or required by law or by any
governmental or quasi-governmental authority having jurisdiction over the
Building, which costs shall be amortized over the useful life of the applicable
capital improvements or structural repairs; the cost of accounting services
necessary to compute the rent and charges payable by tenants of the Building;
fees for management, legal, accounting, inspection and consulting services
pertaining to the Building; the cost of guards and other protection services;
and the amount paid for premiums for all insurance procured by Landlord to
insure the Building as may be required or permitted under this Lease
(including, without limitation, business interruption insurance, and if there
is a mortgage or deed of trust on the Building, such insurance as may be
required by the holder of such mortgage or deed of trust). Notwithstanding the
foregoing, Operating Expenses shall not include the costs of special services
rendered to tenants (including Tenant) for which a special or separate charge
is made, any costs of preparation of space for new tenants in the Building, any
costs borne directly by Tenant under this Lease, leasing commissions,
depreciation or interest payments, or debt service payments made to a mortgagee.

         (b) Landlord agrees to expend as its share of Real Estate Taxes paid
for and sustained by the Landlord during any calendar year an amount not greater
than that specified in Section 1.15. Said sum shall constitute the maximum
payable by Landlord as its contribution toward Real Estate Taxes. Real Estate
Taxes shall include general and special taxes, assessments, duties and levies,
charged and levied upon or assessed against the Building and/or any improvement
situated on the real property on which the Building stands, any leasehold
improvement, fixtures, installations, additions and equipment used in the
maintenance or operation of the Building, whether owned by Landlord or Tenant,
not paid directly by the Tenant. Further, if at any time during the term of this
Lease, the method of taxation of real estate prevailing at the time of execution
hereof shall be or has been altered so as to cause the whole or any part of the
taxes now or hereafter levied, assessed or imposed on real estate to be levied,
assessed or imposed upon Landlord, wholly or partially, as a capital levy or
otherwise, or on, or measured by the rents received from the Building, then such
new or altered taxes attributable to the Premises shall be deemed to be included
within the term "Real Estate Taxes" for purposes of this paragraph. The
reference to "Building" in this subparagraph shall include, as allocated by the
Landlord, improvements or facilities utilized in common by the Building and
other buildings upon or adjacent to the real property on which the Building
stands.

         (c)  Commencing on the first day of the first January after the
Commencement Date, and continuing thereafter during the term of this Lease,
Tenant shall pay to Landlord monthly in advance on the first day of each month,
without notice or demand and without any deduction, offset or abatement, in
lawful money of the United Sates of America, 1/12 of the amount of the Tenant's
Pro-Rata Share of the Shared Expenses as estimated by Landlord to be incurred
for the calendar year in which the monthly payments are to be made. If the
Expiration Date is not December 31, the monthly payments owing hereunder during
the last partial calendar year of the Lease shall be appropriately adjusted. For
the period from the Commencement Date to December 31 in the same calendar year,
Tenant shall not pay estimated Shared Expenses but shall be obligated for its
actual Pro-Rata Share of Shared Expenses for said period upon receipt of
Landlord's Statement described below. The term "Shared Expenses" shall mean the
amount by which Operating Expenses and Real Estate Taxes incurred in any period
exceed the amount of Landlord's obligation for the same as specified in Section
1.14 and 1.15.

         (d) In each calendar year after the year in which the Commencement Date
occurs, Landlord shall send to Tenant a Landlord's Statement which shall set
forth the actual amount of Shared Expenses, with the exception of those States
in which real estate taxes are billed on other than a calendar year basis, in
that event Landlord's statement of Real Estate Taxes will be based on the Real
Estate Tax Fiscal Year and sent within a reasonable time after receipt of Real
Estate Tax Statements, and Tenant's Pro-Rata Share thereof for the preceding
calendar year or portion thereof and the estimated amount of Shared Expenses and
Tenant's Pro- Rata Share thereof for the calendar year in which the Landlord's
Statement is given. Landlord's failure to render a Landlord's Statement with
respect to any period shall not eliminate or reduce Tenant's obligation to pay
Shared Expenses and shall not prejudice Landlord's right to render a Landlord's
Statement with respect to any subsequent period. The obligations of Tenant under
the provisions of this paragraph with respect to any increase in rent shall
survive the expiration or any sooner termination of the term of the Lease.
Within 15 days next following the notification by Landlord of the contents of
its Landlord's Statement, Tenant shall pay to Landlord the entire amount of
Tenant's Pro-Rata Share of actual Shared Expenses for the prior period covered
by the Landlord's Statement less the amount of Shared Expenses actually paid by
Tenant for said period, plus Tenant shall also then pay to Landlord such amount
as is necessary to assure than, through the calendar month in which the
Landlord's Statement is given, the Tenant has paid to Landlord the full amount
of estimated Shared Expenses for the calendar year in which Landlord's Statement
is given, as if the Landlord's Statement were given on January 1 of said
calendar year. For each month following for the remainder of said calendar year,
Tenant shall pay the monthly estimated Shared Expenses set forth in the
Landlord's Statement. In the event that the estimated payments made by the
Tenant in the calendar year preceding the date on which the Tenant is given
notice of the Landlord's Statement exceed the Tenant's Pro-Rata Share of actual
Shared Expenses for such calendar year, then should the Tenant not be otherwise
in default hereunder, the amount of such excess shall be applied by the Landlord
to the next succeeding installments of monthly estimated payments of Shared
Expenses.




                                       7
<PAGE>   8
         6.3  Statements. Nothing in this Lease shall be construed to require
Landlord to render the statements described in Sections 5.2 and 6.2
simultaneously or in any particular order. All reasonable determinations by
Landlord pursuant to Section 6 shall be presumed to be correct. Until Tenant is
advised of the adjustment in its obligation to pay Shared Expenses, if any,
pursuant to the provisions of Section 6.2, Tenant's monthly rental shall
continue to be paid at the then current rent (including all prior adjustments
thereto pursuant to this Lease). Upon written notice to Landlord of not less
than fifteen business days, Tenant shall have the right to review the
documentation relied upon by Landlord relating to the computation of Shared
Expenses, which review shall occur at the location specified in Section
1.11(b). All Shared Expenses shall be computed on the actual basis. In
computing Shared Expenses, no cost or expense may be accounted more than once,
any expenses which are paid by the proceeds of insurance shall be excluded, and
any expenses which are separately metered or billed directly to and separately
paid by any other tenant shall be excluded. Tenant shall have the right to
cause an audit to be made of Landlord's computation of Shared Expenses, at the
location of the Corporate Office in Dallas, Texas, at Tenant's sole expense,
not more frequently than once per calendar year. Tenant shall not be entitled
to withhold or deduct any portion of Base Rent or Additional Rent during the
pendency of any such audit. Any errors disclosed by such audit shall be
promptly corrected, provided that Landlord shall have the right to cause
another independent audit to be made of such computations at Landlord's sole
expense, and in the event of a disagreement between the auditors, the audit
disclosing the least amount of deviation from Landlord's original computations
shall be conclusively deemed to be correct.

7.   SECURITY DEPOSIT.

         Tenant shall deposit with Landlord upon execution hereof the sum
specified in Section 1.16 as security for Tenant's faithful performance of
Tenant's obligations hereunder. If Tenant fails to pay rent or other charges
due hereunder, or otherwise defaults with respect to any provisions of this
Lease, Landlord may without notice to Tenant use, apply or retain all or any
portion of said deposit for the payment of any rent or other charge in default
or for the payment of any other sum to which Landlord may become obligated by
reason of Tenant's default or to compensate Landlord for any loss or damage
which Landlord may suffer thereby. If Landlord so uses or applies all or any
portion of said deposit, Tenant shall within five (5) days after written demand
therefor deposit cash with Landlord in an amount sufficient to restore said
deposit to the full amount hereinabove stated. Landlord shall not be required
to keep said deposit separate from its general accounts and Tenant shall not be
entitled to interest on such deposit. If Tenant performs all of Tenant's
obligations hereunder, said deposit or so much thereof as had not theretofore
been applied by Landlord, shall be returned, without payment of interest or
other increment for its use, to Tenant (or, at Landlord's option, to the last
assignee, if any, of the Tenant's interest hereunder) within sixty (60) days
after either the expiration of the term hereof or after Tenant has vacated the
Premises, whichever is later. Landlord shall deliver the funds deposited herein
by Tenant to the purchaser of the Building in the event the Building is sold
(or give such purchaser a credit against the purchase price in the amount of
such deposit), and thereupon Landlord shall be discharged from all further
liability with respect to such deposit. If Tenant shall default under this
Lease more than two (2) times in any twelve (12) month period, irrespective of
whether or not such default is cured, then the security deposit shall, within
ten (10) days after demand by Landlord, be increased by Tenant to an amount
equal to the greater of: (i) three (3) times the amount specified in Article
1.16; (ii) three (3) months' fixed rent; or (iii) as may be otherwise required
by Landlord.

8.   USE.

         8.1  Use. The Premises shall be used and occupied only for the uses
specified in Section 1.17 hereof, provided that the foregoing shall not be
construed as a representation or guarantee by the Landlord that such business
may lawfully be conducted on the Premises.

         8.2  Compliance With Law. In the event it is determined by the
applicable governmental unit that the Premises violates any building code,
regulation or ordinance, then it shall be the obligation of the Landlord, after
written notice from Tenant which includes a copy of the governmental unit's
determination, to promptly, at Landlord's sole cost and expense, rectify any
such violation. In the event Tenant does not give to Landlord written notice of
any such violation within thirty (30) days from the date on which Tenant takes
possession of the Premises, it shall be conclusively deemed that such
violation, whether the same is patent or latent, did not exist and the
correction of the same shall be the obligation and expense of the Tenant at the
direction of the Landlord, provided, however, that nothing in this Section
shall be construed to require or permit the Tenant to make any structural
changes to the Building not caused by Tenant's improvements or the nature of
Tenant's occupancy of the Premises.

         8.3  Waste and Nuisance. Tenant shall not commit, suffer or permit any
waste, damage, disfiguration or injury to the Premises, the common areas in the
Building, or the fixtures and equipment located therein or thereon. Tenant
shall not permit or suffer any overloading of the floors thereof, and shall not
place therein any heavy business machinery, safes, computers, data processing
machines, or other items heavier than customarily used for general office
purposes without first obtaining the written consent of Landlord. Tenant shall
not use or permit to be used any part of the Building for any dangerous,
noxious or offensive trade or business, and shall not cause or permit any
nuisance, noise, action, or disturbance of other tenants, in, at or on the
Premises.

         8.4  Conditions of Premises. Except as provided in Section 8.2, Tenant
hereby accepts the Premises in their condition existing as of the date of the
commencement hereof, subject to all applicable zoning, municipal, county and
state laws, ordinances and regulations governing and regulating the use of the
Premises, and accepts this Lease subject thereto and to all matters disclosed
thereby and by any exhibits attached hereto. In addition, except as provided in
Section 8.2, Tenant shall at Tenant's expense, comply promptly with all
applicable laws, statutes, ordinances, rules, regulations, orders,



                                       8
<PAGE>   9

restrictions of record, and requirements in effect during the term or any part
of the term hereof regulating the use by Tenant of the Premises.

        8.5     INSURANCE CANCELLATION. Notwithstanding the provisions of
Section 8.2 hereinabove, no use shall be made or permitted to be made of the
Premises, nor acts done which will cause the cancellation of any insurance
policy covering said Premises or the Building, and if Tenant's use of the
Premises causes an increase in said insurance rates, Tenant shall pay any such
increase as Additional Rent, which, together with interest on any amount paid
therefor by Landlord, shall be payable by Tenant on the next succeeding date on
which a Base Rental payment is due.

         8.6    LANDLORD'S RULES AND REGULATIONS. Tenant shall faithfully
observe and comply with the reasonable rules and regulations that Landlord
shall from time to time promulgate, including without limitation any rules and
regulations attached to this Lease, which are hereby incorporated wherein by
this reference. Landlord reserves the right from time to time to make all
reasonable modifications to said rules and regulations. The additions and
modification to those rules and regulations shall be binding upon Tenant upon
Landlord giving notice of them to Tenant. Landlord shall not be responsible to
Tenant for the nonperformance of any of said rules and regulations by any other
tenants or occupants.

9.       LANDLORD'S SERVICES.

         9.1    BASIC SERVICES. Subject to any law, rule or governmental order
or regulation, and further subject to any circumstance beyond the control of
the Landlord, Landlord shall furnish the following services:

         (a)    Air conditioning and heat, whichever be required, from 8 a.m.
to 6 p.m., Monday through Friday and 8 a.m. through 1 p.m. on Saturday,
excluding legal holidays.

         (b)    Hot and cold water for lavatory purposes and electric current
for lighting the Premises and for ordinary office appliances and office
machines only, provided that Tenant shall not use any electrical equipment
which in Landlord's opinion will overload the wiring insulations or interfere
with the use thereof by Landlord or any other tenant in the Building. If a
further supply of water is required by Tenant, then at Tenant's expense,
Landlord shall have the option to install and maintain a water meter to
register such consumption, and Tenant shall pay as Additional Rent for water
consumed, at the cost to Landlord, and for sewer rents and all other rents and
charges based upon such consumption of water;

         (c)    General day-to-day janitorial service (excluding carpet
shampooing and hard surface floor waxing) five days a week, and elevator
service during the same hours for which air conditioning and heat services are
provided as set forth above, provided, however, that in the event Tenant is
delinquent in making any installment payment of rent under this Lease for a
period of 15 days or more after it shall become due, Landlord may discontinue
furnishing any or all of the services described in this Section 9 until all
arrears of rental payments, plus interest and late charges and any other sums
due under this Lease, shall have been paid in full. Whenever heat generating
machines or equipment are used by Tenant in the Premises which affect the
temperature otherwise maintained by the air conditioning system, as determined
by Landlord, Landlord reserves the right to install supplementary air
conditioning units in the Premises, and the costs therefor, including the cost
of installation, operation and maintenance thereof, shall be paid by Tenant to
Landlord upon demand by Landlord. If Tenant, as determined by Landlord,
requires electric current in excess of that usually furnished or supplied to
the Premises, Landlord may, at its election, either cause an electric current
meter to be installed in the Premises so as to measure the electric current
consumed for such excess use or determine the value of such excess use by
causing an independent electrical engineer or consulting firm, selected by
Landlord, to conduct a survey of Tenant's use of electric current and to
certify such determination in writing to Landlord and Tenant. The cost of such
survey or the installation and maintenance of such meter shall be borne by
Tenant if the survey or meter indicates excess use by Tenant. Additionally,
Tenant agrees to pay to Landlord, as Additional Rent, promptly upon demand
therefor by Landlord, the amount determined to be due for the electric current
consumed by Tenant, as shown by said meter or as indicated in said survey, as
the case may be, at the rate charged for such service by the local public
authority or the local public utility, as the case may be, furnishing the same,
plus any additional expenses incurred by Landlord in keeping account of the
electric current consumed.

         (d)    Notwithstanding anything in this Lease to the contrary, Tenant
will not without the prior written consent of Landlord use any apparatus or
device in the Premises which will in any way increase the amount of electricity
or water usually furnished or supplied for use of the Premises as general
office space. Tenant shall not connect with any electric current except through
existing electrical outlets in the Premises, or to any water pipes, any
apparatus or device for the purposes of using electric current or water. If
Tenant shall require water or electric current in excess of that usually
furnished or supplied for use of the Premises, Tenant must first procure the
written consent of Landlord to the use thereof. With the prior written consent
of Landlord, Tenant may maintain and operate data processing equipment on the
Premises, but all additional costs in connection therewith (including, but not
limited to, additional support flooring, insulation, electrical outlets and
temperature maintenance facilities) shall be borne solely by Tenant and the
utility services utilized by or for such equipment shall be separately metered
and the cost of such utility services with metering shall be borne solely by
Tenant. At Tenant's request and with Landlord's prior approval, Landlord shall
furnish the services described in this Section at times other than specified in
Section 9.1 (a), provided that Tenant shall pay the entire cost thereof as
reasonably determined by Landlord as Additional Rent, notwithstanding the fact
that such services may also benefit portions of the Building other than the
Premises (in which event Landlord shall not receive collectively from all
tenants paying for any portion of such additional services more than the actual
cost to Landlord of providing the same).



                                       9
<PAGE>   10

                  (e)    Additional air conditioning unit(s) to be installed,
at Tenant's cost and where designated by Tenant, which shall be metered by
Florida Power and paid by Tenant directly to Florida Power.

         9.2      Initial Construction.  Landlord agrees to perform the work
and make such installations in the Premises as set forth in the Work Letter
Addendum which, if attached hereto as indicated in Section 1.19, constitutes
additional provisions of this Lease which are hereby incorporated by reference.
Tenant acknowledges that it will examine the Premises before taking possession
hereunder and agrees that unless Tenant furnishes Landlord with a notice in
writing specifying any apparent defect in the construction within twenty
business days after such taking of possession pursuant to Section 3.4, it shall
be conclusively deemed that Tenant has examined the Premises and that the same
were in good order and that Landlord had satisfactorily completed the work it
agreed to perform. Tenant agrees that there is no promise, representation, or
undertaking by or binding upon Landlord with respect to any construction,
alteration, remodeling or redecorating in or to the Premises except as
expressly set forth in the Work Letter Addendum.

         9.3       Interruption of Services. Landlord reserves the right from
time to time to install, use, maintain, repair, replace and relocate service to
the Premises and other parts of the Building, and to alter or relocate any
other facility in the Building. Interruption or curtailment of any service
maintained in the Building, if caused by strikes, mechanical difficulties,
actions of the Landlord under the first sentence of this Section 9.3, or for
any other reason beyond Landlord's control, shall not entitle Tenant to any
claim against Landlord or to any abatement in rent, nor shall the same
constitute constructive or partial eviction. Unless due to the gross negligence
of Landlord, Landlord shall not be liable to Tenant for any injury or damage
resulting from defects in the plumbing, heating, or electrical systems in the
Building or for any damage resulting from water seepage into the Building or
for any act or failure to act by any other Tenants at the Building or for any
damage resulting from wind storm, hurricane or rain storm.

10.      MAINTENANCE, REPAIRS AND ALTERATIONS.

         10.1     Landlord's Obligations. Subject to the provisions of Section
8.2 and 14, and except for damage caused by any negligent or intentional act or
omission of Tenant, Tenant's agents, employees, representatives, customers or
invitees, in which event Tenant shall repair the damage, at its sole expense,
Landlord shall keep in good order, condition and repair the structural
portions of the Building and those portions of the Building which are not
occupied or leased by any tenant, and all costs incurred by Landlord in making
any such repairs or performing such maintenance shall be Operating Expenses as
defined in Section 6.2, provided that Landlord shall have no obligation to
perform any act which is obligation of Tenant or any other tenant in the
Building. Tenant expressly waives the benefits of any statute now or hereafter
in effect which would otherwise afford Tenant the right to make repairs at
Landlord's expense or to terminate this Lease because of Landlord's failure to
keep the Premises in good order, condition and repair. Other than as
specifically provided in this Section 10.1, Landlord shall not be obligated to
make any repairs or improvements of any kind, in, upon, about, or to the
Premises or the Building.

         10.2     Tenant's Obligations. Subject to the provisions of Section
8.2 and 14, Tenant, at Tenant's expense, shall keep in good order, condition
and repair the Premises and every part thereof including, without limiting the
generality of the foregoing, all plumbing, electrical and lighting facilities
and equipment within the Premises, provided that such plumbing, electrical and
lighting facilities and equipment are in proper working condition at the
commencement of this lease, fixtures, interior walls and interior surfaces of
exterior walls, ceilings, interior windows, doors, plate glass and skylights
located within the Premises. All repairs made by the Tenant shall be at least
of the same quality, design and class as that of the original work. Tenant
agrees that it will abide by, keep and observe all reasonable rules and
regulations which Landlord may make from time to time for the management,
safety, care and cleanliness of the Building and grounds, the parking of
vehicles and the preservation of good order therein as well as for the
convenience of other occupants and tenants of the Building. All damage or
injury to the Building or to the Premises, fixtures, appurtenances and/or
equipment caused by the Tenant moving property in or out of the Building or the
Premises by Tenant's installation or removal of furniture, fixtures, or
other property, or from any other cause of any kind or nature whatsoever due to
carelessness, omission, neglect, improper conduct, or other cause of the
Tenant, its agents, employees, invitees, contractors or subcontractors shall be
repaired, restored, or replaced promptly by the Tenant at its sole cost and
expense to the satisfaction of the Landlord. In the event that the Tenant fails
to keep the Premises in good order, condition and repair while this Lease
remains in effect, then as soon as possible after written demand (which written
demand shall not be required in the case of an emergency), Landlord may restore
the Premises to such good order and condition and make such repairs without
liability to Tenant for any loss or damage that may accrue to Tenant's property
or business by reason thereof, and upon completion thereof Tenant shall pay to
Landlord upon demand and as Additional Rent the cost of restoring the Premises
to such good order and condition, together with interest thereon from the date
paid.

         10.3    Surrender. On the last day of the term hereof or on any sooner
termination or date on which Tenant ceases to possess the Premises, Tenant shall
surrender the Premises to Landlord in good clean condition, ordinary wear and
tear expected. Prior to such surrender Tenant shall repair any damage to the
Premises occasioned by its removal of trade fixtures, furnishings and equipment,
which repair shall include the patching and filling of holes and repair of
structural damage. Tenant agrees to indemnify Landlord and hold Landlord
harmless from and against any liability (including reasonable attorneys' fees)
of Landlord to third parties resulting from Tenant's failure to timely comply
with the provisions of this Section 10.3.

        10.4    Alterations and Additions. (a) Tenant shall not, without
Landlord's prior written consent, make any alterations, improvements or
additions (referred to collectively herein as "Alterations") in, on or about the
Premises. Landlord may require that Tenant remove any or all of said Alterations
at the expiration of the term or such other time


                                       10
<PAGE>   11
at which Tenant ceases to possess the Premises, and restore the Premises to
their prior condition. Should Tenant make any Alterations without the prior
approval of the Landlord, Landlord may require that Tenant immediately remove
any or all of such items and/or Landlord may declare a default by Tenant under
this Lease. Except in connection with normal interior decorating of the
Premises, Tenant shall not place any holes in any part of the Premises, and in
no event shall Tenant place any exterior or interior signs or interior drapes,
blinds, or similar items visible from the outside of the Premises without the
prior written approval of Landlord.

                  (b)  Any Alterations in, on or about the Premises that Tenant
shall desire to make shall be presented to Landlord in written form with
proposed detailed plans. If Landlord shall give its consent, the consent shall
be deemed conditioned upon Tenant acquiring a permit to do the work from
appropriate governmental agencies, the furnishing of a copy thereof to Landlord
prior to the commencement of the work and the compliance by Tenant with all
conditions of said permit and with all specifications in the plans in a prompt
and expeditious manner. Tenant shall not permit any of the work to be performed
by persons not currently licensed under any applicable licensing laws or
regulations pertaining to the types of work to be performed. Landlord shall not
be deemed unreasonable in the exercise of its discretion for withholding
approval of any Alterations which involve or might affect any structural or
exterior element of the Building, any area or element outside of the Premises,
or any facility serving any area of the Building outside of the Premises, or
which will require unusual expense to re-adapt the Premises to normal office use
on the termination or expiration of the Lease, unless in the latter case Tenant
either desires to or is required to make repairs or Alterations in accordance
with this Lease, Landlord may require Tenant, at Tenant's sole cost and
expense, to obtain and provide to Landlord a lien and completion bond (or such
other applicable bond as determined by Landlord) in an amount equal to one and
one-half (1-1/2) times the estimated cost of such improvements, to insure
Landlord against liability including but not limited to liability for
mechanic's and materialmen's liens and to insure completion of the work.

                  (c)  Tenant shall pay, when due, all claims for labor or
materials furnished or alleged to have been furnished to or for Tenant at or for
use in the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises or the Building. Tenant shall give
Landlord not less than ten (10) days notice prior to the commencement of any
work in, on or about the Premises, and Landlord shall have the right to post
notices of non-responsibility in, on or about the Premises as provided by law.
Tenant shall have no power or authority to do any act or make any contract which
may create or be the basis for any lien upon the interest of the Landlord, the
Premises or the Building, or any portion thereof. If any mechanics or other lien
or any notice of intention to file a lien shall be filed or delivered with
respect to the Premises or the Building, based upon any act of the Tenant or of
anyone claiming through the Tenant, or based upon work performed or materials
supplied allegedly for the Tenant, Tenant shall cause the same to be canceled
and discharged of record within fifteen (15) days after the filing or delivery
thereof. If Tenant has not so canceled the lien within fifteen (15) days as
required herein, Landlord may pay such amount, and the amount so paid together
with interest thereon from the date of payment and all legal costs and charges,
including attorneys fees, incurred by Landlord in connection with said payment
and cancellation of the lien or notice of intent shall be Additional Rent and
shall be payable on the next succeeding date on which a Base Rental installment
is due. Landlord may, at its option and without waiving any of its rights set
forth in the immediately preceding sentence, permit Tenant to contest the
validity of any such lien or claim, provided that in such circumstances the
Tenant shall at its expense defend itself and Landlord against the same and
shall pay and satisfy any such adverse judgment that may be rendered thereon
before the enforcement thereof against the Landlord, the Premises or the
Building, provided further that Landlord may at any time require the Tenant to
deposit with the court exercising jurisdiction over such claim, such amount as
may be necessary under applicable statutes to cause the release and discharge of
the lien, and if Tenant shall not immediately make such payment upon the request
of Landlord, Landlord may make said payment and the amount so paid, together
with interest thereon from the date of payment and all legal costs and charges,
including attorneys fees, incurred by Landlord in connection with said payment
shall be deemed Additional Rent and shall be payable on the next succeeding date
on which a Base Rental installment is due. In addition, Landlord may require
Tenant to pay Landlord's attorney fees and costs in participating in such action
if Landlord shall decide it is in its best interest to do so. Nothing herein
contained shall be construed as a consent on the part of Landlord to subject the
interest and estate of Landlord to liability under any lien law of the state in
which the Premises are situated, for any reason or purpose whatsoever, it being
expressly understood that Landlord's interest and estate shall not be subject to
such liability and that no person shall have any right to assert any such lien.

                  (d)  Unless Landlord requires their removal, as set forth in
Section 10.4(a), all Alterations which may be made on the Premises shall, at the
expiration of the term or such other time at which Tenant ceases to possess the
Premises, become the property of Landlord and remain upon and be surrendered
with the Premises. Notwithstanding the provisions of this Section 10.4(d),
Tenant's machinery and equipment, other than that which is affixed to the
Premises so that it cannot be removed without material damage to the Premises,
shall remain the property of Tenant and may be removed by Tenant subject to the
provisions of Section 10.3 hereof and provided further that Tenant is not in
default under this Lease at the time Tenant ceases to possess the Premises.

11.  TENANT'S USE OF PUBLIC AREAS.

         Tenant's non-exclusive use of the public areas described in Section
2.2 shall be subject to such Reasonable Rules and Regulations promulgated by
Landlord pursuant to Section 8.6. Tenant agrees to repair at its cost all
deteriorations or damages to the public areas occasioned by its negligence or
intentional misconduct or that of its officers, agents, representatives,
customers, employees or invitees.
                                       11
<PAGE>   12
12.  TAXES AND TELEPHONE.

         12.1  PERSONAL PROPERTY TAXES.  Tenant shall pay prior to delinquency
all taxes assessed against and levied upon leasehold improvements, fixtures,
furnishings, equipment and all other personal property of Tenant contained in
the Premises or elsewhere. If Tenant shall cause said leasehold improvements,
trade fixtures, furnishings, equipment and all other personal property to be
assessed with Landlord's real property, Tenant shall pay Landlord the taxes
attributable to Tenant within (10) days after receipt of a written notice from
Landlord setting forth the taxes applicable to Tenant's property, and if Tenant
fails to do so, Landlord may make such payment and the amount so paid, together
with interest thereon from the date paid, shall be Additional Rent and shall be
due and payable to Landlord on the next succeeding date on which a Base Rental
installment is due.

         12.2  EVIDENCE OF PAYMENT.  Tenant shall promptly deliver to Landlord,
upon Landlord's written request, receipts for payments of all taxes, charges,
rates, dues, assessments and licenses in respect of all improvements, equipment
and facilities of the Tenant on or in the Premises which were due and payable
within a period up to one year prior to Landlord's making such request.

         12.3  TELEPHONE.  Tenant shall separately arrange and pay for the
furnishing of and use of all telephone services as Tenant may deem necessary
for its use of the Premises, and Landlord shall have no liability in connection
therewith.

13.  INSURANCE AND INDEMNITY.

         13.1  LIABILITY INSURANCE.  Tenant shall, at Tenant's expense, obtain
and keep in force during the term of this Lease a policy of bodily injury and
property damage insurance, insuring Landlord and Tenant against any liability
arising out of the ownership, use, occupancy or maintenance of the Premises and
all areas appurtenant thereto. Such insurance shall be in an amount not less
than $1,000,000 bodily injury and property damage combined single limit general
liability hereunder. If in the opinion of Landlord the amount of liability
insurance required hereunder is not adequate, then not more frequently than
once during each option, extension or renewal term of this Lease, if any,
Tenant shall increase said insurance coverage as required by Landlord.
Provided, however, that in no event shall the amount of the liability insurance
increase by more than fifty percent of the amount of the insurance during the
preceding term of this Lease. However, the failure of Landlord to require any
additional insurance coverage shall not be deemed to relieve Tenant from any
obligations under this Lease.

         13.2  PROPERTY INSURANCE.  Landlord shall obtain and keep in force
during the term of this Lease "All Risk" coverage on the Building (including
Building standard leasehold improvements). Landlord may also, but shall not be
required to, procure any other insurance policies respecting the Premises or
Building which Landlord deems necessary. Tenant shall also obtain and keep in
force during the term of this Lease, at Tenant's expense, "all risk" or "special
coverage form" insurance upon the property of every description and kind owned
by the Tenant and located in the Building or for which Tenant is legally liable
or installed by or on behalf of the Tenant, including without limitation,
furniture, fittings, installations, alternations, additions, partitions,
fixtures and anything in the nature of leasehold improvements in an amount not
less than 90% of the full replacement cost thereof. Such insurance shall insure
the Tenant and Landlord, and in the event that there shall be a dispute as to
the amount which comprises the full replacement cost, the decision of the
Landlord shall be conclusive. If Tenant shall fail to procure and maintain the
insurance required hereunder, Landlord may but shall not be required to procure
and maintain the same, and any amount so paid by Landlord for such insurance
shall be Additional Rent which, together with interest thereon from the date
paid, shall be due and payable by Tenant on the next succeeding date on which a
Base Rental installment is due.

         13.3  INSURANCE POLICIES.  Insurance required by Tenant hereunder
shall be in companies rated A-VII or better in "Best's Insurance Guide". Tenant
shall deliver to Landlord prior to taking possession of the Premises copies of
policies of such insurance or certificates evidencing the existence and amounts
of such insurance with loss payable and additional insured clauses reasonably
satisfactory to Landlord. No such policy shall be cancelable or subject to
reduction of coverage or other modification except after ten (10) days' prior
written notice to Landlord. Tenant shall, within ten (10) days prior to the
expiration of such policies, furnish Landlord with renewals thereof, or
Landlord may order such insurance and charge the cost thereof of Tenant, which
amount, together with interest thereon, shall be Additional Rent and shall be
payable by Tenant on the next succeeding date on which a Base Rental payment is
due. Tenant shall not do or permit to be done anything which shall invalidate
the insurance policies referred to in Section 13.1. Tenant shall forthwith, upon
Landlord's demand, reimburse Landlord for any additional premiums attributable
to any act or omission or operation of Tenant causing an increase in the cost
of insurance.

         13.4.  WAIVER OF SUBROGATION  As long as their respective insurers so
permit, Tenant and Landlord each waives any and all rights of recovery against
the other, or against the officers, employees, agents and representatives of
the other for loss or damage to such waiving party or its property or the
property of others under its control, where such loss or damage is insured
against under any insurance policy in force at the time of such loss or damage.
Tenant and Landlord shall, upon obtaining the policies of insurance required
hereunder, give notice to the insurance carriers that the foregoing mutual
waiver of subrogation is contained in this Lease and obtain policies of
insurance, if obtainable, which shall include a waiver by the insurer of all
right of subrogation against Landlord or Tenant in connection with any loss or
damage thereby insured against.
                                       12
<PAGE>   13

         13.5     Hold Harmless.   Tenant shall indemnify, defend and hold
Landlord harmless from any and all claims, liabilities, damages and costs,
including attorneys fees, incurred by Landlord which arise from Tenant's use of
the Premises or the Building or from the conduct of its business or from any
activity, work or things which may be permitted or suffered by Tenant in, on or
about the Premises or the Building, and shall further indemnify, defend and
hold Landlord harmless from and against any and all claims, liabilities, damages
and costs, including attorneys fees, incurred by Landlord which arise from any
breach or default in the performance of any obligation on Tenant's part to be
performed under any provision of this Lease or which arise from any negligence
of Tenant or any of its agents, representatives, customers, employees or
invitees.

         13.6     Exemption of Landlord from Liability.  Tenant hereby agrees
that Landlord shall not be liable for injury to Tenant's business or any loss
of income therefrom, including without limitation from any relocation by
Landlord of Tenant within the Building (except as expressly provided otherwise
in Section 20), or for damage to the goods wares, merchandise or other property
of Tenant, Tenant's employees, representatives, agents, invitees, customers or
any other person in, on or about the Premises or Building, nor shall Landlord be
liable for injury to the person of Tenant, Tenant's employees, representatives,
agents, customers, or invitees, whether any such damage or injury is caused by
or results from fire, steam, electricity, gas, water or rain, or from the
breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, and whether the said damage or injury results from conditions arising
upon the Premises or any other cause, and whether the said damage or injury is
caused by or results from wires, appliances, plumbing air conditioning or
lighting fixtures, or from any other said damage or injury results from
conditions arising upon the Premises or Building, or from other sources or
places, and regardless of whether the cause of such injury or the means of
repairing the same is inaccessible to Landlord or Tenant, unless such injury,
loss of income or damage is caused by the Landlord's gross negligence. Landlord
shall not be liable for any damages arising from any act or neglect of any
other tenant, if any, of the Building. Tenant hereby assumes all risk of damage
to property or injury to persons in, on or about the Premises or the Building
from any cause and Tenant hereby wives all claims in respect thereof against
Landlord, excepting where said damage arises out of the gross negligence of
Landlord.

14.      DAMAGE OR DESTRUCTION

         14.1     Option to Terminate Lease.  If the Premises or any part
thereof shall be damaged or destroyed by fire or other casualty, the Landlord
may, at its option and subject to Section 14.2 herein below, elect to terminate
this Lease by giving notice to the Tenant within ninety (90) days after
Landlord receives actual notice of the fire or other casualty, and thereupon
the term of this Lease shall expire by lapse of time upon the tenth day after
such notice is given. Instead of exercising said option, Landlord may elect to
repair or restore the Premises to the same condition as existed before such
damage or destruction. Upon electing to repair or restore, Landlord may proceed
with reasonable dispatch to perform the necessary work, and the Base Rent to be
paid until such work is completed shall be abated in proportion of the Premises
being unusable for a period equal to one day or less, but Landlord shall not be
liable to Tenant for any delay which arises by reason of labor strikes,
adjustments of insurance or any other cause beyond Landlord's control, and in
no event shall Landlord be liable for any loss of profits or income.
Notwithstanding the foregoing, there shall be no abatement, apportionment or
reduction in the rental obligations of Tenant if the damage or destruction is
caused by the Tenant or Tenant's agents, representatives, employees, customers
or invitees.

         14.2     Obligation to Repair or Restore.  If and only if all of the
following circumstances exist with respect to damage or destruction to the
Premises, Landlord may not elect to terminate the Lease as provided in Section
14.1 hereof but rather must elect to repair or restore the Premises:

         (a)  There is no fault or neglect on the part of the Tenant, Tenant's
agents, representatives, employees, customers or invitees which contributed to
the damage or destruction;

         (b)  The damage or destruction to the Premises is less that fifty
percent (50%) of the replacement cost thereof as determined by Landlord;

         (c)  The Landlord is fully insured for the casualty which causes the
damage or destruction and the insurance proceeds have been made available
therefor by the holder or holders of any mortgages or deeds of trust covering
the Premises;

         (d)  The date of the damage or destruction is greater than one year
prior to the Expiration Date of this Lease or any renewal, modification or
extension thereof; and

         (e)  Less than sixty percent (60%) of the rentable square feet of the
Building is so damaged or destroyed, as determined by Landlord, regardless of
the percentage of rentable square feet of the Premises which may be damaged
or destroyed.

         14.3     Fault of Tenant.  Landlord may exercise its option to repair
or restore as described in Section 14.1 even if such damage or destruction is
due to the fault or neglect of Tenant, Tenant's agents, representatives,
employees, customers or invitees, but in such event Landlord's election to
repair or restore shall be without prejudice to any other rights and remedies
of Landlord under this Lease, and there shall be no appointment or abatement of
any rent of any kind and Landlord shall not be liable for any other loss to
Tenant of any nature whatsoever.

         14.4     Obligations of Tenant.  Except as provided in this Section
14, none of Tenant's obligations under this Lease shall be affected by any
damage or destruction of the Premises by any cause whatsoever. Tenant hereby
expressly


                                       13

<PAGE>   14
waives any and all rights it might otherwise have under any law, regulation or
statute which would act to modify the provisions of the immediately preceding
sentence.

         14.5    Termination by Tenant. In the event that more than
sixty percent (60%) of rentable square feet of the Premises shall be damaged or
destroyed by fire or other casualty not caused by the Tenant or Tenant's agents,
representatives, employees, customers or invitees, either party may terminate
this Lease by giving notice to the other within thirty (30) business days after
the date of the fire or other casualty, and upon such termination the rental
obligations of the Tenant shall be duly apportioned as of the date of such fire
or other casualty, provided, however, that Tenant shall have no right to
terminate the Lease under this Section 14.5 if Tenant is in default of any of
its obligations under the Lease as of the date of the fire or other casualty.

15.      CONDEMNATION.

         If the Premises are taken under any public or private power of eminent
domain, or sold by Landlord under the threat of the exercise of said power (all
of which is herein referred to as "condemnation"), or if any portion of the
Building is so condemned so that it would not be practical, in Landlord's
judgment, to continue to maintain the Building, this Lease shall terminate as of
the date of the condemning authority takes title or possession, whichever occurs
first. If only a square feet of the Premises are so condemned, to terminate this
Lease as of the date the condemning authority takes title or possession,
whichever occurs first, by Landlord's giving written notice of such termination
to Tenant not later than thirty (30) days after said date, but should Landlord
elect not to so terminate this Lease, the Lease shall remain in full force and
effect as to the portion of the Premises not so taken, and Tenant's rental
obligations shall be reduced proportionately to reflect the number of rentable
square feet remaining in the Premises, and such rental reduction, if any, shall
take effect as of the date which is thirty (30) days after the date of which the
condemning authority takes title or possession, whichever first occurs. If
repairs or restorations to that portion of the Premises not so taken are deemed
necessary by Landlord to render such portion reasonably suitable for the
purposes for which is was leased, as determined by Landlord, Landlord shall
perform such work at its own cost and expense but in no event shall Landlord be
required to expend any amount greater than the amount received by Landlord as
compensation for the portion of the Premises taken by the condemnator. All
awards for the taking of any part of the Premises or any payment made under the
threat of the exercise of power of eminent domain shall be the property of
Landlord, whether made as compensation for diminution of value of the leasehold
or for the taking of the fee or as severance damages. No award for any partial
or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any
award which may be made in such taking or condemnation, together with any and
all rights of Tenant now or hereafter arising in or to the same or any part
thereof, except that any award or other compensation made for any taking is
subject to the rights of the first mortgagee up to the amount of its lien and of
any junior mortgagee, as may be permitted by the first mortgagee, up to the full
amount of such junior lien; provided, however, that Tenant shall be entitled to
any award for loss of or damage to Tenant's trade fixtures and removable
personal property and/or for the interruption of or damage to Tenant's business.

16.      ASSIGNMENT AND SUBLETTING.

         16.1    Landlord's Consent Required. Tenant shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet or otherwise transfer or
encumber all or any part of Tenant's interest in this Lease or in the Premises
without Landlord's prior written consent. Any attempted assignment, transfer,
mortgage, encumbrance or subletting without such consent shall be void and shall
constitute a breach of the Lease.  Any transfer of Tenant's interest in this
Lease or in the Premises from Tenant by merger, consolidation or liquidation, or
by any subsequent change in the ownership of fifty percent (50%) or more of the
capital stock of Tenant shall be deemed a prohibited assignment within the
meaning of this Section 16.  As a condition of obtaining Landlord's consent,
Tenant shall submit to Landlord together with its request for consent the name
of the proposed assignee or subtenant, the terms and provisions of the proposed
transaction, and such information as to the nature of the proposed assignee's or
subtenant's business and its financial responsibility and standing as Landlord
may reasonably require, together with the effective date of the proposed
transfer which shall be at least sixty (60) days after the date of submission of
such information to Landlord.  Landlord's failure to consent to any proposed
transfer under this Section shall not be deemed unreasonably withheld if (a) the
occupancy resulting from such transfer will not be consistent with the general
character of the business carried on by the tenants of the Building or violates
any rights or options held by any other tenant of the building; or (b) the
proposed occupant pursuant to the transfer does not have the financial strength
and stability to perform its rental obligations or Landlord is unable to obtain
guaranties from one or more affiliates of the proposed occupant in order to
secure such financial obligations; or (c) any proposed sublease does not
incorporate this Lease in its entirety so as to be subject to this Lease's
terms, or any such sublease does not require the sublessee to attorn to Landlord
at Landlord's option in the event of a default by Tenant under this Lease; or
(d) if Tenant does not execute an agreement with Landlord requiring Tenant to
pay to Landlord, as Additional Rent, one hundred percent (100%) of all moneys or
other consideration received by Tenant from its transferee (whether paid to
Tenant as consideration for Tenant's transfer of property or other assets to the
transferee or as consideration for the transferee's occupancy of the Premises)
in excess of the amounts owed by Tenant to Landlord under this Lease, which
Additional Rent shall be paid to Landlord as and when received by Tenant.

         16.2    No Release of Tenant.  Regardless of Landlord's consent, no
subletting or assignment or other transfer described in Section 16.1 shall
release Tenant of Tenant's obligation or alter the primary liability of Tenant
to pay the rent and to perform all other obligations to be performed by Tenant
hereunder. Consent to one assignment, subletting or other transfer shall not be
deemed consent to any subsequent act.  In the event of default by any assignee
of Tenant or any successor of Tenant in the performance of any of the terms
hereof, Landlord may proceed directly against Tenant without


                                       14
<PAGE>   15
the necessity of exhausting remedies against said assignee or successor.
Landlord may consent to subsequent assignments, subletting, or transfers of this
Lease or amendments or modifications to this Lease with assignees or successors
of Tenant without notifying Tenant and without obtaining its consent thereto and
such action shall not relieve Tenant of liability under this Lease. In the event
Landlord allows assignment or subletting hereunder, neither Tenant, the assignee
of Tenant, or the sublessee of Tenant shall have any option to extend the term
of this Lease even if such option is otherwise granted to Tenant herein and
notwithstanding the provisions of any such option granted to Tenant herein, and
all rights and options to extend this Lease otherwise granted to Tenant shall be
deemed terminated and canceled as of the date of such assignment, subletting or
other transfer. Notwithstanding anything in this Lease to the contrary, Landlord
shall have no obligation to grant consent to any transfer as defined in Section
16.1 if Tenant is in default under this Lease at the time the request for
consent is made or at any time thereafter through the effective date of the
transfer. In addition, Tenant acknowledges that its intent in executing this
Lease is to occupy the Premises and not to make speculative usage of the
Premises, and therefore Landlord shall have no obligation whatsoever to consent
to any proposed transfer if the rentals payable by the proposed occupant to the
Tenant are less than the rentals sought to be received by the Landlord for
vacant space in the Building as of the date on which the Tenant is requesting
the Landlord's consent to the transfer. In the event that Tenant proposes to
assign this Lease or to sublet all of the Premises, Landlord shall have the
right, exercisable by notice in writing after receipt of the request by Tenant,
to terminate this Lease upon execution of an agreement between Landlord and the
proposed assignee or subtenant, provided that Landlord shall not have any such
termination right if Tenant withdraws such request within ten (10) days of being
notified by Landlord that it has elected to exercise said termination right.

         16.3     Attorneys Fees and Administrative Fees. In the event Tenant
shall request the consent of Landlord to any assignment, subletting or transfer
or if Tenant shall request the consent of Landlord for any other act which
Tenant proposes to do under any other provision of this Lease, then Tenant shall
pay Landlord's attorneys fees incurred in connection with the consideration or
evaluation of such request. In addition thereto, in the event that Landlord
shall consent to a sublease, assignment or transfer under Section 16.1, Tenant
shall pay Landlord administrative fees of Two Hundred Dollars ($200) incurred in
connection with giving such consent.

         16.4     Right to Collect Rent. The acceptance of rent by Landlord from
any person other than Tenant shall not be deemed to be a waiver by Landlord of
any provision of this Lease. If the Premises are sublet or occupied by anyone
other than Tenant and Tenant is in default hereunder, or this Lease is assigned
by Tenant, then, in any such event, Landlord may collect rent from the assignee,
subtenant or occupant and apply the net amount collected to the rent reserved in
this Lease, but not such collection shall be deemed a waiver of the covenant in
this Lease against assignment and subletting or the acceptance of such assignee,
subtenant or occupant as tenant, or a release of Tenant from further performance
of the covenants contained in this Lease.

17.      DEFAULTS; REMEDIES

         17.1     Defaults. The occurrence of any one or more of the following
events shall constitute a default and breach of this Lease by Tenant:

                  (a)   The vacating or abandonment of the Premises by Tenant;
or

                  (b)   The failure by Tenant to make any payment of Base Rent,
Additional Rent or any other payment required to be made by Tenant hereunder, as
and when due, where such failure shall continue for a period of three (3) days;
or

                  (c)   The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Tenant, other than described in paragraph (b) above, where such failure shall
continue for a period of five (5) business days after written notice thereof
from Landlord to Tenant; provided, however, that if the nature of Tenant's
default as determined by Landlord is such that more than five (5) business days
are reasonably required for its cure, then tenant shall not be deemed to be in
default if Tenant commences such cure as soon as possible within said five (5)
business day period and thereafter diligently prosecutes such cure to
completion, an in any case completes said cure within twenty (20) business days
after the aforesaid written notice; or

                  (d)   (i) The insolvency of the Tenant or the execution by the
Tenant of an assignment for the benefit of creditors, or the convening by Tenant
of a meeting of its creditors, or any class thereof, for the purposes of
effecting a moratorium upon or extension or composition of its debts; or the
failure of the Tenant to generally pay its debts as they mature; or (ii) the
filing by or for reorganization or arrangement under any law relating to
bankruptcy (unless in the case of a petition filed against Tenant, the same is
dismissed within sixty (60) days); or (iii) the appointment of a trustee or
receiver to take possession of substantially all of Tenant's assets located at
the Premises or of Tenant's interest in this Lease, where possession is not
restored to Tenant within thirty (30) days; or (iv) the attachment, execution or
other judicial seizure of substantially all of Tenant's assets located at the
Premises or of Tenant's interest in this Lease, where such seizure is not
discharged within thirty (30) days.

         17.2     Remedies in Default. (a) In the event of any such default or
breach by Tenant, Landlord shall have the right at any time thereafter, with or
without notice or demand and without limiting Landlord in the exercise of any
right or remedy which Landlord may otherwise have by reason or such default or
breach, to terminate this Lease at its option or to re-enter and at its option
to attempt to re-let without terminating this Lease and remove all persons and
property from the Premises, using any force as may reasonably be necessary to
accomplish said purposes, all without service of notice



                                       15
<PAGE>   16
or resort to legal process and without being deemed guilty of trespass or
forcible entry or becoming liable for any loss or damage which may be
occasioned thereby.

                  (b)   If Tenant shall fail to remove any effects which it is
entitled to remove from the Premises upon the termination of this Lease, or any
extension or renewal hereof, or upon a re-entry by Landlord for any cause
whatsoever, or upon Tenant's ceasing to possess the Premises for any reason, the
Landlord, at its option, may remove the same and store or dispose of the said
effects without liability for loss or damage thereto, and Tenant agrees to pay
to Landlord on demand any and all expenses incurred in such removal, including
Court costs, attorneys fees, storage and insurance charges on such effects for
any length of time the same shall be in Landlord's possession; or the Landlord,
at its option, without notice, may sell such effects, or any of them, at private
or public sale and without legal process, for such price or consideration as the
Landlord may obtain, and apply the proceeds of such sale upon any amounts due
under this Lease from the Tenant to the Landlord, and upon the expenses
incidental to the removing, cleaning the Premises, selling said effects, and
any other expense, rendering the surplus, if any, to the Tenant; provided,
however, in the event the proceeds of such sale or sales are insufficient to
reimburse the Landlord, Tenant shall pay such deficiency upon demand. Tenant
acknowledges and agrees that any such disposition of Tenant's property in the
above-described manner by the Landlord shall be deemed to be commercially
reasonable and that no bailment shall be created by Landlord's exercise of any
of its rights under this subparagraph (b).

                  (c)   Should Landlord elect to re-enter, as herein provided,
or should it take possession pursuant to legal proceedings, or pursuant to any
notice provided for by the law, it may make such alterations, additions,
improvements and repairs as may be necessary in order to re-let the Premises,
and may but need not re-let the Premises or any part thereof for such term or
terms (which may be for a term extending beyond the term of this Lease) and at
such rental or rentals and upon such other terms and conditions as Landlord may
determine to be advisable; upon each such re-letting all rentals received by the
Landlord; shall be applied i) first to the payment of any costs and expenses of
such re-letting, including brokerage fees and attorney's fees and the cost of
such alterations, additions, improvements and repairs; ii) second, to the
payment of Base Rent due and unpaid hereunder, and the residue, if any, shall be
held by Landlord and applied in payment of future rent as the same may become
due and payable hereunder provided that Tenant shall have no right to claim any
interest in all or any portion of said residue and if the rent and other charges
paid or to be paid to Landlord by any new tenant pursuant to any re-letting
exceed the monetary obligations of Tenant, Tenant shall have no right to claim
any interest in all or any portion of said excess. If such rental received from
such re-letting during any month be less than that to be paid during the month
by Tenant hereunder, Tenant shall pay any such deficiency to Landlord, and such
deficiency shall be calculated and paid monthly on the date on which the rent
would have been payable hereunder if possession had not been retaken. If, during
the existing term of this Lease, the premises covered thereby include other
premises not part of the Premises, a fair apportionment of the rent received
from such re-letting and the expenses incurred in connection therewith as
provided aforesaid will be made in determining the net proceeds from such
re-letting and the expenses incurred in connection therewith as provided
aforesaid will be made in determining the net proceeds from such re-letting, and
any rent concessions will be equally apportioned over the term of the new lease.
Landlord shall in no event be liable in any way whatsoever for failure to re-let
the Premises for any reason, or in the event the Premises are re-let, for
failure to collect the rent thereof under such re-letting. No such reentry or
taking possession of the Premises by Landlord, nor any acts pursuant thereto,
shall be construed as an election on its part to terminate this Lease unless a
written notice of such termination be given to Tenant by Landlord. No notice
from Landlord under this Lease or under any applicable forcible entry and
detainer or eviction statue or similar law shall constitute an election by
Landlord to terminate this Lease unless such notice specifically so states.
Notwithstanding any such re-letting without termination, Landlord may at any
time thereafter elect to terminate this Lease for such previous breach.

                  (d)   Should Landlord at any time terminate this Lease for any
default or breach, in addition to any other remedies it may have, it may recover
from Tenant all damages it may incur by reason of such default or breach,
including the cost of recovering the Premises, reasonable attorneys fees, and
including the worth at the time of such termination of the excess, if any, of
the amount of rent and such other charges as are required to be paid by Tenant
under the terms of this Lease for the remainder of the stated term over the then
reasonable rental value of the Premises for the remainder of the stated term,
all of which amounts shall be immediately due and payable from Tenant to
Landlord; provided, however, that if the then reasonable rental value of the
Premises exceeds the value of the rent and other charges required to be paid by
Tenant under this Lease as aforesaid, Tenant shall have no right to claim any
interest in all or any portion of such excess. In determining the rent which
would be payable by Tenant hereunder, subsequent to default, the annual rent for
each year of the unexpired term shall be equal to the average annual Base Rent
and Additional Rent paid or payable by Tenant from the Commencement Date of this
Lease to the time of default, or during the preceding three (3) full calendar
years, whichever is shorter; and

                  (e)   Each of the remedies set forth hereinabove in this
Section 17 shall not be exclusive, but rather shall be considered cumulative
with any other legal or equitable remedy now or hereafter available to Landlord
under the laws or judicial decisions of the state in which the Premises are
located. To the extent such waiver is permitted by law, the parties waive trial
by jury in any action or proceeding brought in connection with this Lease. Suit
or suits for the recovery of the amount of damages set forth hereinabove may be
brought by Landlord, from time to time, at Landlord's election, and nothing
herein shall be deemed to require Landlord to await the date whereon this Lease
or the term hereof would have expired had there been no event of default.
Nothing contained in this Lease shall limit or prejudice the right of Landlord
to prove and obtain as liquidated damages in any bankruptcy, insolvency,
receivership, reorganization or dissolution proceeding an amount equal to the
maximum allowed by any statute or rule of law governing such proceeding and in
effect at the time when such damages are to be proved, whether or not such
amount be greater, equal to or less than the amounts recoverable, either as
damages or rent, referred to in any of the preceding provisions of this Section.



                                       16

<PAGE>   17
or to such other address as may be given by a party to the other by proper
notice hereunder, or, in the case of notices to the Tenant, to the Premises. The
date of personal delivery (as evidenced by such evidence of service as provided
for in said rules) or the date on which the certified mail is deposited with
the United States Postal Service shall be the date on which any proper notice
hereunder shall be deemed given.

20.      RELOCATION.

         Tenant agrees that Landlord may relocate Tenant to other space in the
Building containing substantially the same amount of rentable square feet as is
contained in the Premises, provided that the actual cost of physically
relocating Tenant (excluding any and all consequential or other costs to Tenant)
and the cost of altering the new space to make it comparable to the Premises is
borne by the Landlord; provided, however, that Landlord may not exercise said
right to relocate Tenant if the Premises consist of more than ten percent (10%)
of the rentable square feet in the Building. In addition, Landlord shall pay
costs incurred by Tenant as a result of the relocation, including without
limitation costs incurred in changing addresses on stationery, business cards,
directories, advertising and other such items, but in no event shall Landlord's
obligation to pay cost imposed in this sentence exceed the sum of $500. In the
event that the new Premises in which the Tenant is relocated does not consist of
the identical number of rentable square feet as specified in Section, the
parties shall execute an instrument specifying the new number of square feet in
the Premises and the change in the number of square feet contained in the
Premises shall be deemed effective as of the date on which the Tenant occupies
the new premises in which it is relocated.

21.      QUIET POSSESSION.

         Upon Tenant paying the sums due hereunder and observing and performing
all of the covenants, conditions and provisions on Tenant's part to be observed
and performed hereunder, Tenant shall have quiet possession of the Premises for
the entire term hereof subject to all of the provisions of this Lease.

22.      OPTIONS.

         In the event that the Tenant, by addendum attached to this Lease, is
expressly given an option to renew or extend the term of this Lease, or any
option to purchase the Premises or Building or any right of first refusal to
purchase the Premises or other property of Landlord, then each of such options
and rights are personal to Tenant and may not be exercised by or assigned,
voluntarily or involuntarily, by or to anyone other than Tenant. No such option
described hereinabove may be exercised by the Tenant except in strict accordance
with the terms and provisions of the option and provided that Tenant is not in
default under this Lease either at the time Tenant gives notice of its intent to
exercise the option or at the time at which the option is to be exercised.
Notwithstanding the provisions of Section 19, notice of exercise of any option
shall be deemed given only when actually received by Landlord.

23.      LANDLORD'S LIEN.

         Tenant hereby grants to Landlord a lien upon and security interest in
all furniture, fixtures, equipment, inventory, merchandise and other personal
property belonging to the Tenant and located in, on or about the Premises or
Building at any time while this Lease is in effect, whether such items are
presently owned by Tenant or are after acquired, to secure the payment of all
Base Rent, Additional Rent and other charges due and to become due under this
Lease and to further secure the faithful performance of all of the other
obligations of this Lease required to be performed by Tenant, said lien to be
prior to any other lien on such property except a lien in favor of the seller or
lessor of such property to secure the unpaid purchase price or lease payments
thereof. All exemption laws are hereby expressly waived by Tenant. This lien and
security interest may be foreclosed in the same manner as a Financing Statement
under the version of the Uniform Commercial Code enacted in the state in which
the Premises are situated, or pursuant to any similar law so enacted if a
version of the Uniform Commercial Code is not in effect, and the filing of this
Lease in accordance with said law shall constitute full lawful notice of this
lien. In lieu of filing this Lease or in addition thereto, Landlord may require
Tenant at any time to execute a Financing Statement, Security Agreement or any
other similar documents required by the laws of the state in which the Premises
are situated to perfect this lien and security interest, and Tenant shall
immediately execute the same upon the demand of Landlord. In the event Tenant
fails or refuses to do so within ten (10) days after written demand, Tenant does
hereby make, constitute and irrevocably appoint Landlord as Tenant's
attorney-in-fact in Tenant's name, place and stead, to do so, and/or Landlord
may declare this Lease to be in default.

24.      HAZARDOUS MATERIALS.

         Tenant covenants not to introduce any hazardous or toxic materials onto
the Building, the Premises, or the grounds surrounding the Building, without (a)
first obtaining Landlord's written consent and (b) complying with all applicable
federal, state and local laws or ordinances pertaining to the transportation,
storage, use or disposal of such materials, including but not limited to
obtaining proper permits.

         If Tenant's transportation, storage, use or disposal of hazardous or
toxic materials on the Building, the Premises, or the grounds surrounding the
Building results in (1) contamination of the soil or the surface or ground water
or (2) loss or damage to person(s) or property, then Tenant agrees to respond in
accordance with the following paragraph:

Tenant agrees (i) to notify Landlord immediately of any contamination, claim of
contamination, loss or damage, (ii) after consultation and approval by
Landlord, to clean up and (iii) to indemnify, defend and hold Landlord harmless


                                       18
<PAGE>   18


from and against any claims, suits, causes of action, costs and fees, including
attorney's fees, arising from or connected with any such contamination, claim of
contamination, loss or damage. This provision shall survive the termination of
this Lease.

25.      GENERAL PROVISIONS.

         25.1 Estoppel Certificate. (a) Tenant shall at any time upon not less
than ten (10) days prior written notice from Landlord, execute, acknowledge and
deliver to Landlord a statement in writing: (i) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification, identifying the instruments of modification and certifying
that this Lease, as so modified, is in full force and effect), and the date to
which the Base Rent, security deposit, Additional Rent and other charges are
paid in advance, if any, and (ii) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or specifying
such defaults, if any, which are claimed. Any such statement may be conclusively
relied upon by any prospective purchaser, encumbrancer or other transferee of
the Premises.

                  (b) Tenant's failure to deliver such statement within such
time shall be conclusive upon Tenant: (i) that this Lease is in full force and
effect, without modification except as may be reasonably by Landlord, (ii) that
there are no uncured defaults in Landlord's performance, and (iii) that no rent
has been paid in advance; and

                  (c) If Landlord desires to finance or refinance the Premises
or the Building, or any part thereof, Tenant hereby agrees to deliver to
Landlord and/or to any lender designated by Landlord such financial records of
Tenant as may be reasonably required by such lender. Such statements may include
but not be limited to the past three (3) years' financial statements of Tenant.
All such financial statements shall be received by Landlord in confidence and
shall be used only for the purposes herein set forth.

         25.2 Landlord's Interest and Liability. The term "Landlord" as used
herein shall mean only the owner or owners at the time in question of the fee
title or a tenant's interest in a ground lease of the real property on which the
improvements comprising the Building are situated. In the event of any transfer
of such title or interest, Landlord herein named (and in case of any subsequent
transfers the then grantor), shall be relieved from and after the date of such
transfer of all liability as respects Landlord's obligations thereafter to be
performed, provided that any funds in the hands of Landlord or the then grantor
at the time of such transfer in which Tenant has an interest shall be delivered
to the grantee. The obligations contained in this Lease to be performed by
Landlord shall, except as aforesaid, be binding on Landlord's successors and
assigns only during their respective periods of ownership. Anything to the
contrary elsewhere in this Lease notwithstanding, Tenant shall look solely to
the estate and property of the Landlord in the Building for the satisfaction of
the Tenant's remedies for the collection of a judgment (or other judicial
process) requiring the payment of money by the Landlord in the event of any
default or breach by the Landlord with respect to any of the terms, covenants
and conditions of the Lease to be observed and/or performed by the Landlord, and
no other property or assets of the Landlord shall be subject to levy, execution
or other enforcement procedure for the satisfaction of the Tenant's remedies.

         25.3 Severability. The invalidity of any provision of this Lease, as
determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.

         25.4 Interest on Past Due Obligations; Certified Funds. Except as may
expressly be provided in this Lease to the contrary, any amount due to Landlord
not paid when due shall bear interest at the rate of four percent (4%) per annum
greater than the prime rate of City Bank of New York, as the same may fluctuate
from and after the date on which the payment was first due through the date on
which the payment is paid in full, provided, however, that the payment of such
interest shall in no event exceed the highest rate allowed under applicable law.
Payment of such interest shall not excuse or cure any default by Tenant under
this Lease. In the event that either Tenant is more than ten (10) days late in
making any payment due under the Lease, or any payment from Tenant to Landlord
does not clear the bank or is returned for insufficient funds, and either such
condition occurs on two or more occasions, or each occurs once, Landlord shall
have the right at any time thereafter to require that all succeeding monthly
installments of Base Rent and all succeeding payments of Additional Rent be paid
to the Landlord in certified funds drawn on a bank located in the metropolitan
area in which the Premises are located. Said right may be exercised by Landlord
by giving notice of such requirements to Tenant, but the giving of such notice
and the exercise of this right by Landlord shall not be construed to be a waiver
of any default by Tenant or any other right which Landlord may exercise under
this Lease.

         25.5 Time of The Essence. Time is of the essence in the performance by
Tenant of its obligations hereunder.

         25.6 Captions. Any captions contained in this Lease are not a part
hereof, are for convenience only, and are not to be given any substantive
meaning in construing this Lease.

         25.7 Entire Agreement. This Lease contains the entire agreement and
understanding between the paries hereto. There are no oral understandings,
terms, or conditions, and neither party has relied upon any representations,
express or implied, not contained in this Lease. All prior understandings,
terms, or conditions are deemed merged in this Lease. No modification of this
Lease shall be binding unless such modification shall be in writing and signed
by the paries hereto. Tenant acknowledges that it has not been induced to enter
into this Lease by any promises or representations not expressly set forth in
this Lease, and if any such representations were made prior to the execution of
this Lease, Tenant acknowledges that it has not relied on the same, and that
Landlord shall have no liability with respect to any such representations.



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<PAGE>   19
         25.8  Waiver. No failure by either party to insist upon the strict
performance of any agreement, term, covenant or condition hereof or to exercise
any right or remedy consequent upon a breach thereof, and no acceptance of full
or partial rent or the continuance of any such breach, shall constitute a waiver
of any such breach of such agreement, term, covenant or condition or a
relinquishment of the right to exercise such right or remedy. No agreement,
term, covenant or condition hereof to be performed or complied with by either
party, and no breach thereof, shall be waived, altered or modified except by a
written instrument executed by the other party. No waiver of any breach shall
affect or alter this Lease, but each and every agreement, term, covenant or
condition hereof shall continue in full force and effect with respect to any
other than existing or subsequent breach thereof. Notwithstanding any
termination of this Lease, the same shall continue in force and effect as to any
provisions of the Lease, including remedies, which require or permit observance
or performance of Landlord or Tenant subsequent to termination.

         25.9  Recording. Tenant shall not record this Lease. Any such
recordation by Tenant shall be a breach of this Lease.

         25.10  Determinations by Landlord. Whenever in this Lease the Landlord
is to make any determination or decision, the Landlord shall make its
determination or decision in the exercise of its reasonable discretion and
judgment; however, any such determination or decision shall not bind the
Landlord if it has not been confirmed in writing.

         25.11  Cumulative Remedies. No remedy or election by Landlord hereunder
shall be deemed exclusive, but shall wherever possible be cumulative with all
other remedies at law or in equity to which Landlord may be entitled.

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

         25.13  Binding Effect; Choice of Law. Subject to any provisions hereof
restricting assignment, subletting or transfer buy Tenant and subject to the
provisions of Section 25.2, this Lease shall bind the parties, their personal
representatives, heirs, successors and assigns. This Lease shall be governed by
the laws of the state where the Premises are located.

         25.14  Attorneys Fees. In the event of litigation relating to this
Lease, the prevailing party shall be entitled to recover from the losing party
any costs or reasonable attorneys fees incurred by the prevailing party in
connection with such litigation. If Landlord utilizes the services of an
attorney to enforce any of its rights hereunder but which does not result in the
bringing of an action, Tenant shall immediately pay to Landlord upon demand
therefor the amount of such attorneys fees incurred.

         25.15  Landlord's Access. Landlord and Landlord's agents,
representatives and designees shall have the right to enter the Premises as
reasonably necessary or desirable to Landlord for the purpose of inspecting the
same, showing the same to prospective purchasers, tenants, lenders or other
transferees, making such alterations, repairs, improvements or additions to the
Premises or to the Building as Landlord may deem necessary or desirable, or for
any other reasonable purpose as Landlord may determine. Landlord may at any time
place in, on or about the Premises any "For Sale", or "For Lease" or similar
signs, all without rebate of rent or liability to Tenant.

         25.16  Auctions. Tenant shall not conduct any auction, liquidation
sale, or going out of business sale in, on or about the Premises.

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

         25.18  Authority. If Tenant is a corporation, each individual executing
this Agreement on behalf of said corporation represents and warrants that he is
duly authorized to execute and deliver this Lease on behalf of said corporation
in accordance with a duly adopted resolution of the Board of Directors of said
corporation or in accordance with the Bylaws of said corporation, and that this
Lease is binding upon said corporation in accordance with its terms.

         If Tenant is a division or subsidiary of a corporation, each individual
executing this Agreement on behalf of the division or subsidiary represents and
warrants that he or she is duly authorized to execute and deliver this Agreement
on behalf of the division or subsidiary, in accordance with a duly adopted
resolution of the Board of Directors of the parent corporation, that this
Agreement is binding upon the parent corporation (as well as the division or
subsidiary) in accordance with its terms, and that said division or subsidiary
shall, within (30) days after request by Landlord, deliver to Landlord a
certified copy of a resolution ratifying the execution of this Agreement.

         If Tenant is a partnership, each individual executing this Agreement on
behalf of said partnership represents and warrants that he or she is duly
authorized to sign and deliver this Agreement on behalf of said partnership and
that this Agreement is binding upon said partnership in accordance with its
terms.

         25.19  Signs. Landlord may prescribe a uniform pattern of
identification signs for tenants to be placed on the outside of the doors
leading into their respective premises, and other than such identification
signs, Tenant shall not install, paint, display, inscribe, place or affix,
or otherwise attach, any sign, fixture, advertisement, notice, lettering or
direction


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<PAGE>   20


on any part of the outside of the building or in the interior or other portion
of the Building without obtaining the prior written consent of the Landlord.

         25.20 BROKERS. The parties hereto acknowledge that the brokers named
in Section 1.18 were the sole real estate brokers that represented the Landlord
herein, and that no commissions are owed by Landlord to any other brokers
whatsoever, and Tenant agrees to indemnify Landlord from claims for commission
from any other brokers arising out of the execution of this Lease.

         25.21 GUARANTOR. In the event that there is a guarantor of this Lease,
said guarantor shall have the same obligations as Tenant under this Lease.

         25.22 GOVERNING LAW. This lease shall be governed by and construed in
accordance with the laws of the state in which the Building is located.

         25.23 JOINT AND SEVERAL LIABILITY. If two or more individuals,
corporations, partnerships or other business associates (or any combination of
two or more thereof) shall sign this Lease as Tenant, the liability of each
such individual corporation, partnership or other business association to pay
rent and perform all other obligations hereunder shall be deemed to be joint
and several, and all notices, payments and agreements given or made by, with or
to any one of such individuals, corporations, partnerships or other business
associations shall be deemed to have been given or made by, with or to all of
them. In like manner, if Tenant shall be a partnership or other business
association, the members of which are, by virtue of statute or federal law,
subject to personal liability, the liability of each such member be joint and
several.

         25.24 NO JOINT VENTURE. Any intention to create a joint venture or
partnership relation between the paries hereto is hereby expressly disclaimed.

         25.25 AMERICANS WITH DISABILITIES ACT OF 1990. Tenant shall be
responsible for, and shall bear all costs and expenses associated with, any and
all alterations to the Premises which may be required by the Americans with
Disabilities Act of 1990 (the "ADA"), for the accommodation of disabled
individuals who amy be employed from time to time by Tenant, or any disabled
customers, clients, guests, or invitees or sublessees. Tenant shall indemnify
and hold Landlord harmless from and against any and all liability incurred
arising from the failure of the Premises to conform with the ADA, including the
cost of making any alterations, renovations or accommodations required by the
ADA, or any government enforcement agency, or any courts, any and all fines,
civil penalties, and damages awarded against Landlord (or those awarded against
Tenant which could become a lien upon the property upon which the Premises are
located) resulting from a violation or violations of the ADA, and all reasonable
legal expenses and court costs incurred in defending claims made under the ADA,
including without limitation reasonable consultants', attorneys' and paralegals'
fees, expenses and court costs.

         25.26 HAZARDOUS WASTE. The term "Hazardous Materials", as used in this
Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any
other substances, the use and/or the removal of which is required or the use of
which is restricted, prohibited or penalized by an "Environmental Law", which
term shall mean any federal, state or local law, ordinance or other statute of a
governmental or quasi-governmental authority relating to pollution or protection
of the environment. Lessee hereby agrees that (I) no activity will be conducted
on the Premises that will produce any Hazardous Substance, except for such
activities that are part of the ordinary course for Lessee's business activities
(the "Permitted Activities") provided said Permitted Activities are conducted in
accordance with all Environmental Laws and have been approved in advance in
writing by Lessor; Lessee shall be responsible for obtaining any required
permits and paying any fees and providing any testing required by any
governmental agency; (ii) the Premises will not be used in any manner for the
storage of any Hazardous Substances except for the storage of such materials
that are used in the ordinary course of Lessee's business ("Permitted
Materials") provided such Permitted Materials are properly stored in a manner
and location meeting all Environmental Laws and approved in advance in writing
by Lessor; Lessee shall be responsible for obtaining any required permits and
paying any fees and providing any testing required by any governmental agency;
(iii) no portion of the Premises will be used as a landfill or a dump; (iv)
Lessee will not install any underground tanks of any type; (v) Lessee will not
allow any surface or subsurface conditions to exist or come into existence as a
result of Lessee's actions or the conduct of Lessee's business on the Leased
Premises that constitute or with the passage of time may constitute a public or
private nuisance; (vi) Lessee will not permit any Hazardous Substances to be
brought onto the Premises, except for the Permitted Materials described below,
or hereafter approved in writing by Lessor and if so brought or found located
thereon, the same shall be immediately removed, with proper disposal, and all
required cleanup procedures shall be diligently undertaken pursuant to all
Environmental Laws. Lessor or Lessor's representative shall have the right but
not the obligation to enter the Premises for the purposes of inspecting the
storage, use and disposal of Permitted Materials to ensure compliance with all
Environmental Laws. Should it be determined, in Lessor's sole opinion, that said
Permitted Materials are being improperly stored, used, or disposed of, then
Lessee shall immediately take such corrective action within 24 hours, Lessor
shall have the right to perform such work and Lessee shall promptly reimburse
Lessor for any and all costs associated with said work. If at any time during or
after the term of the Lease, the Premises are found to be so contaminated or
subject to said conditions, and such contamination is caused by Lessee or the
conduct of its business on the Leased Premises, Lessee shall diligently
institute proper and thorough cleanup procedures at Lessee's sole cost, and
Lessee agrees to indemnify, save and hold Lessor harmless from all and against
claims, demands, actions, liabilities, costs, expenses, damages and obligations
of any nature arising from or as a result of the use of the Premises by Lessee,
and regardless of whether or not Lessor is found to solely, concurrently, or
jointly negligent with Lessee. The foregoing indemnification and the
responsibilities of Lessee shall survive the termination or expiration of the
Lease. Anything contained herein to the contrary notwithstanding, Lessor shall
not unreasonably



                                      21
<PAGE>   21
withhold its consent with respect of the use, storage, generation or
manufacturing of Hazardous Substances on or about the Leased Premises provided
same is done in the ordinary course of Lessee's business, and in compliance with
all environmental laws.

PERMITTED MATERIALS:

NONE.

         The parties hereto have executed this Lease on the first page hereof on
the dates specified immediately below their respective signatures.

         This instrument is executed and made on behalf of the Trust by a
Trustee or officer of the Trust, not individually but solely as a Trustee under
the Declaration of Trust or as an officer, and the obligations under this
Agreement are not binding upon, nor shall resort be had to the private property
of, any of the Trustees, Shareholders, officers, employees, or agents for the
Trust personally, but bind only the Trust property.


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