<PAGE>


                               LEASE AMENDMENT #1

THIS LEASE AMENDMENT #1 (the Amendment is made this 27th day of January 1998 by
and between K/B FUND II a Delaware General Partnership, (hereinafter called
Landlord") and AMIABLE TECHNOLOGIES, INC. (hereinafter called "Tenant").

                                   WITNESSETH

WHEREAS, K/B Fund II, a Delaware general partnership, and Amiable Technologies,
Inc., entered into a certain Lease Agreement dated February 4, 1997 (hereinafter
called the "Lease") for Suite Number 600 consisting of a total of 17,332, square
feet of rentable space (the "Original Premises") located in International Plaza
Two, Tinicum Township, Delaware County, Pennsylvania for a term to expire
December 31, 2002 (the Expiration Date); and

WHEREAS, Landlord and Tenant desire to amend the Lease to modify certain of the
terms and conditions thereof and to lease an additional 4,122 square feet
("Expansion Premises").

NOW THEREFORE, in consideration of the Premises, the mutual covenants
hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

  1.      Expansion Premises and Purpose

          Section I of the Lease shall be amended so that commencing February
          1, 1998 Tenant's total square footage shall increase from 17,332
          square feet to 21,454 square feet. The Expansion Premises are outlined
          on Exhibit A attached hereto.


  2.      Commencing March 1, 1998 section 1.6 of the Lease shall be amended
          to include the Base Rent for the Expansion Premises. The amendment is
          as follows:

          Term              Annual Rent    Monthly Payment  Rent Per Square Foot
          ----              -----------    ---------------  --------------------
       2/l/98 - 12/31/98    $371,100.57*   $33,736.42            $18.37
       1/1/99 - 12/31/99    $415,563.98    $34,630.33            $19.37
       I/l/00 - 12/31/00    $426,290.98    $35,524.25            $19.87
       1/1/01 - 12/31/01    $437,017.98    $36,418.17            $20.37
       1/1/02 - 12/31/02    $447,744.98    $37,312.08            $20.87

          * Denotes partial year

  3.      Tenant's Share of Operating Expense Increase

          Commencing February 1, 1998 Tenant's share of Operating Expenses
          Increase, as outlined in on Section 1.11 of the Lease, shall increase
          from 6% to 7%.


<PAGE>



4.        Base  Allowance

          Landlord and Tenant hereby agree that the Base Year For Real Estate
          Taxes and Operating Expenses for the Expansion Premises (as outlined
          in Section 1.7 of the Lease) shall be the calendar year ending
          December 31, 1998. Landlord and Tenant hereby agree that Tenant shall
          pay 100% of its proportionate share of any increases in building
          operating expenses including, real estate taxes in excess of the 1998
          Base Year expenses. The Base Year Allowance for the original 17,332
          square feet under the Lease shall remain, unchanged (1997)

 5.       Option to Terminate

          In addition to Tenant's rights to terminate its obligations for Suite
          600 under Section 52 of the Lease, Tenant shall be granted additional
          right to terminate Expansion space under the same terms as stated
          under Section 52 of the Lease and a revised Early Termination Fee as
          follows:
                                                                   Reduced
          Early Termination Date   Early Termination Fee   Early Termination Fee
          ----------------------   ---------------------   ---------------------
                36 Months                      $95,000             $87,500
                48 Months                      $50,000             $45,000

 6.       Parking

          Commencing February 11 1998 Section 1.13 of the Lease shall be amended
          so that Tenant shall be entitled to 73 unreserved parking spaces for
          use in common with other Tenant's of the Office Building Project.

 7.       Tenant Improvements

          Landlord shall paint and recarpet Expansion Premises.



<PAGE>



Except as modified or set forth above, all the terms, covenants and conditions
of the Lease are hereby ratified and confirmed and shall remain in full force
and effect. In the event of any inconsistencies between the terms and provisions
of this Amendment and the terms and provisions of the Lease, the terms and
provisions of this Amendment shall prevail.

This Amendment shall be binding upon and inure to the benefit of the Parties
hereto and their successors and assigns. This Amendment shall not be modified
except in writing signed by both Parties hereto.


Capitalized terms not otherwise defined herein shall be deemed to have the
meaning set forth on the Original Lease.

Executed by Lessor this 27 day of January, 1998.

LANDLORD:             K/B FUND II, a Delaware general partnership
                                   By: K/B Opportunity Fund II, L.P., a Delaware
                                   limited partnership, its general partner
                                   By: K/B Opportunity Investors, a California
                                   general partnership
                                   By: Koll Investment Management, Inc. d/b/a KB
                                   Realty Advisors, a California Corporation
                                   Its:  Agent

WITNESS:                           By:

/s/ xxxx  xxxxxx                   /s/ xxxx xxxxxx
  -------------------------------     ------------------------------------------
                                   Its: Vice President
                                        ----------------------------------------

Executed by Lessee this _______  day of _________ 1998.


TENANT:                            AMIABLE TECHNOLOGIES, INC.


WITNESS:                           By:

/s/ xxxx  xxxxxx                   /s/ xxxx  xxxxxx
   ----------------------------       ------------------------------------------
                                       Title: President
  -----------------------------               ----------------------------------



<PAGE>

                              STANDARD OFFICE LEASE

1. Basic Lease Provisions ("Basic Lease Provisions")

1.1 Parties: This Lease, dated, for reference purposes only. December 12 1997,
is between K/B Fund II, a Delaware general partnership ("Landlord") and Amiable
Technologies, Inc. ("Tenant").

1.2  Premises: Suite Number(s) 600 on the 6th floor, consisting of approximately
twenty-four thousand one hundred (17,332) rentable square feet, more or less, as
shown on Exhibit "A" hereto (the "Premises").

1.3 Building: The building located at Scott Way and Route 291 in the City of
Tinicum, County of Delaware State of Pennsylvania, as defined in paragraph 2,
and known as 2 International Plaza. The mailing address is 2 International
Plaza, Suite 600 Philadelphia, PA 19113.

1.4  Use: General Office, subject to paragraph 6.

1.5  Term: Sixty (60) months commencing January 1, 1998 ("Commencement Date")
and ending December 31, 2002 as defined in paragraph 3.

1.6  Base Rent:

       Term               Rate Per Square Foot     Monthly Rate      Annual Rate
       ----               --------------------     ------------      -----------
  1/l/98 - 12/31/98          $18.87                $27,254.57          $327,055
  1/1/99 - 12/31/99          $19.37                $27,976.74          $335,721
  1/l/00 - 12/31/00          $19.87                $28,698.90          $344,387
  1/l/01 - 12/31/01          $20.37                $29,421.07          $353,053
  1/l/02 - 12/31/02          $20.87                $30,143.24          $361,719

1.6(a) Electric: N/A.

1.7 Base Allowance: The annualized dollar amount which results by multiplying
the sum of Base year 1998 expenses by the rentable square footage of the
Building.

1.8  Base Rent Increase: On the monthly Base Rent payable under paragraph 1.6
shall be adjust as provided in paragraph 4.3.

1.9 Base Rent Paid Upon Execution: Twenty-seven thousand two hundred fifty-four
dollars and fifty-seven cents ($27,254.57) to be applied for the first months
rent.

1.10 Security Deposit: N/A

1.11 Tenant's Share of Operating Expense Increase: 5.63% as defined in paragraph
4.2.

1.12 Allowance for Certain Tenant Relocation Expenses in the event of
relocation pursuant to paragraph 2.1.1: None.

1.13 Parking: Tenant shall be entitled to parking for fifty-nine (59)
automobiles, subject to paragraph 2.2.

1.14 Listing Broker: The Flynn Company.

1.15 Cooperating Broker: CB Commercial Real Estate Group, Inc.

1.16 ERISA Party: Landlord is not an employee benefit plan as that term is
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974
("ERISA"), or a trust formed to hold assets of one or more such


<PAGE>



Paragraph 48 of this Lease shall apply if Landlord is an ERISA Party. Paragraph
12.13 of this Lease shall apply if Landlord is an ERISA Party or if an ERISA
Party subsequently becomes Landlord.

1.17 Landlord Alterations, Improvements or Additions: Landlord will be making
alterations improvements or additions to the Premises in conjunction with this
Lease. Paragraph 7.5(a) shall apply if Landlord will not be making alterations,
improvements or additions to the Premises in conjunction with this Lease.
Paragraph 7.5(b) shall apply if Landlord will be making alterations improvements
or additions to the Premises in conjunction this Lease.

2.   Premises. Parking and Common Areas.

2.1 Premises: The Premises are a portion of a building identified in paragraph
1.3 of the Basic Lease Provisions (the "Building"). "Building" shall include
adjacent parking structures used in connection therewith. The Premises, the
Building, the Common Areas, as defined in paragraph 2.3, the land upon which the
same are located along with all other buildings and improvements thereon or
thereunder, are herein collectively referred to as the "Office Building
Project". Landlord hereby leases the Premises to Tenant and Tenant leases the
Premises from Landlord for the term, at the rental, and upon all of the
conditions set forth herein, including rights to the Corn Areas as herein
specified.

2.2 Vehicle Parking. So long as Tenant is not in default, and subject to the
rules and regulations attached hereto, and as established by Landlord from time
to time, Tenant, without payment of any additional rent, shall be entitled to
unreserved parking in the Office Building Project for the number of automobiles
specified in paragraph 1.13 of the Basic Lease Provisions.

2.2.1 If Tenant commits, permits or allows any of the prohibited activities
described in the Lease or the rules then in effect related to vehicle parking,
then Landlord shall have the right, without notice, in addition to such other
rights and remedies that it may have, to remove or tow away the vehicle involved
and charge the cost to Tenant, which cost shall be immediately payable upon
demand by Landlord.

2.3 Common Areas - Definition. The term "Common Areas" is defined as all areas
and facilities outside the Premises and within the exterior boundary line of the
Office Building Project that are provided and designate by the Landlord from
time to time for the general non-exclusive use of Landlord, Tenant and other
lessees of the Office Building Project and their invitees. As used in this
Lease, the term "invitees" means the employees, visitors, suppliers, shippers
and customers of Landlord, Tenant and other lessees of the Office Building
Project. The Common Areas include, but are not limited to, common entrances,
lobbies, corridors, stairways and stairwells, public rest rooms, elevators,
escalators, parking areas and parking spaces to the extent not otherwise
prohibit by this Lease, loading and unloading areas, trash areas, roadways,
sidewalks, parkways, ramps, driveways, landscaped areas, windows, air shafts,
walkways parking spaces and decorative walls.

2.4 Common Areas - Rules and Regulations. Tenant agrees to abide by and conform
to the rules and regulations attached hereto as Exhibit B with respect to the
Office Building Project, and to cause its invitees to so abide and conform.
Landlord or such other person(s) as Landlord may appoint shall have the
exclusive control and management of the Common Areas and shall have the right,
from time to time, to modify, amend and enforce said rules and regulations.
Landlord shall not be responsible to Tenant for the noncompliance with said
rules and regulations by other lessees of the Office Building Project or their
invitees.

2.5 Common Areas - Changes. Landlord shall have the right, in Landlord's sole
discretion, from time to time:

           (a) To make changes to the Building interior and exterior and the
           Common Areas, including, without limitation, changes in the location,
           size, shape, number, and appearance thereof, including but not
           limited to the lobbies, windows, stairways, air shafts, elevators,
           escalators, restrooms, driveways, entrances, parking spaces, parking
           areas, loading and unloading areas, ingress, egress, direction of
           traffic, decorative walls, landscaped areas and walkways; provided,
           however, Landlord shall at all times provide the parking facilities
           required by applicable law, and Tenant shall have reasonable access
           to the Premises;

           (b) To close temporarily any of the Common Areas for maintenance
           purposes so long as reasonable access to the Premises remains
           available;


<PAGE>

          (c) To designate other land and improvements outside the present or
          future boundaries of the Office Building Project to be a part of the
          Common Areas, provided that such other land and improvements have a
          reasonable and functional relationship to the Office Building Project;

          (d) To add additional buildings and improvements to the Common Areas;

          (e) To use the Common Areas while engaged in making additional
          improvements, repairs or alterations to the Office Building Project or
          any portion thereof, provided any additional costs for cleaning and
          trash disposal shall be excluded from Operating Expenses to the extent
          they relate to improvements that have useful life for depreciation
          purposes of five (5) years or more;

          (f) To do and perform such other acts and make such other changes in,
          to or with respect to Common Areas and the other portions of the
          Office Building Project as Landlord may, in the exercise of sound
          business judgment, deem to be appropriate.

3.   Term.

3.1  Term. The term and Commencement Date of this Lease shall be as specified in
paragraph 1.5 of the Basic Lease Provisions.

3.2 Delay in Possession. Notwithstanding said Commencement Date, if for any
reason Landlord can deliver possession of the Premises to Tenant on said date
and subject to paragraph 3.2.2, 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 or extend the term hereof; but, in such case,
Tenant shall not be obligated to pay Rent or perform any other obligation of
Tenant under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Tenant, as
hereinafter defined, provided, however, that if Landlord shall not have
delivered possession of the Premises within sixty (60) days following said
Commencement Date, as the same may be extended under the terms of a Work Letter,
if any, executed by Landlord and Tenant, Tenant may, at Tenant's option, by
written notice to Landlord within ten (10) days thereafter, cancel this Lease,
in which event the parties shall be discharged from all obligations hereunder,
except that Tenant shall promptly reimburse Landlord for all costs incurred for
Non-Standard Improvements and Landlord shall return any money previously
deposited by Tenant (less any offsets due Landlord for Non-Standard
Improvements). If Tenant's written notice is not received by Landlord within
said ten (10) day period, Tenant's right to cancel this Lease hereunder shall
terminate and be of no further force or effect.

3.2.1 Possession Tendered - Defined. Possession of the Premises shall be deemed
tendered to Tenant ("Tender of Possession") when (1) the improvements to be
provided by Landlord under this Lease are substantially completed, (2) the
Building utilities are ready for use in the Premises, (3) Tenant has reasonable
access to the Premises, and (4) ten (10) days shall have expired following
advance written notice to Tenant of the occurrence the matters described in (1),
(2) and (3), above of this paragraph 3.2.1.

3.2.2 Delays Caused by Tenant. There shall be no abatement of Rent, and the
sixty (60) day period following the Commencement Date before which Tenant's
right to cancel this Lease accrues under paragraph 3.2, shall be deemed extended
to the extent of any delays caused by acts or omissions of Tenant, Tenant's
agents, employees and contractors.

3.3 Early Possession. If Tenant occupies the Premises prior to said Commencement
Date, such occupancy shall be subject to all provisions of this Lease, such
occupancy shall not change the termination date, and Tenant shall pay Rent for
such occupancy.

3.4 Uncertain Commencement. In the event commencement of the Lease term is
defined as the completion of the improvements, Tenant and Landlord shall execute
an amendment to this Lease establishing the date of Tender of Possession (as
defined in paragraph 3.2.1) or the actual taking of possession by Tenant,
whichever first occurs, as the Commencement Date.

4. Rent.

4.1 Base Rent. Subject to adjustment as provided in paragraph 4.3 and except as
may be otherwise expressly provided in this Lease, Tenant shall pay Landlord the
Base Rent set forth in paragraph 1.6 of the Basic Lease



<PAGE>


Provisions, without offset or deduction. Tenant shall pay Landlord upon
execution of this Lease the advance Base Rent described in paragraph 1.9 of the
Basic Lease Provisions. Rent for any period during the term which is for less
than one month shall be prorated based upon the actual number of days of the
calendar month involved. Rent shall be payable on the first day of each month in
lawful money of the United States to Landlord at the address stated herein or to
such other persons or at such other places as Landlord may designate in writing.

4.2 Operating Expense Increase. Tenant shall pay to Landlord during the term of
this Lease Tenant's Share, as defined in paragraph 4.2(a), of all estimated
increases in Operating Expenses, as defined in paragraph 4.2(b), above the Base
Allowance, as defined in paragraph 1.7 of the Basic Lease Provisions. Payments
of Tenant's Share in excess of the Base Allowance are due and payable monthly on
the same date as the Base Rent. Tenant's Share of the increase may be adjusted
by Landlord on a quarterly basis should the actual Operating Expenses exceed the
then current estimates. Within sixty (60) days after the expiration of each
calendar year, Landlord shall provide Tenant with a reasonably detailed
statement showing the actual increase/decrease in Operating Expenses over the
Base Allowance for the prior year. If payments made by Tenant pursuant to this
paragraph are less than or exceed the amounts shown in any statement then
Tenant's account will be adjusted to reflect the amounts due. All deficiencies
are payable upon receipt of invoice and all credits will be applied by Landlord
to the next installment of Operating Expense reimbursement. Concurrently, with
the remittance of the prior year statement, or as soon thereafter as is
reasonably possible, Landlord shall advise Tenant of the then current year's
estimate of Operating Expenses as well as the monthly payment due thereon. Any
deficiencies in the monthly billings that may have accrued from either the
commencement date of the Lease or the first day of any subsequent calendar year,
shall be due and payable upon receipt by Tenant of an invoice from Landlord.

         (a) "Tenant's Share" is set forth in paragraph 1.11 and is calculated
         by dividing the rentable square footage of the Premises by the total
         rentable square footage of the Building as defined by Landlord. It is
         understood and agreed that the square footage figures are
         approximations which Landlord and Tenant agree are reasonable and shall
         not be subject to revision except in connection with an actual change
         in the size of the Premises or a change in the space available for
         lease in the Building. Notwithstanding any provision of this paragraph
         to the contrary, if the occupancy of the Building or the Office
         Building Project during any calendar year (including the calendar year
         in which the Base Allowance is calculated) of the term of this Lease is
         less than ninety-five percent (95%), then Operating Expenses for such
         year shall be "grossed up" to that amount of Operating Expenses that,
         using reasonable projections, would normally be expected to be incurred
         during such year if the Building and/or the Office Building Project
         were ninety-five percent (95%) occupied. Landlord shall provide in the
         annual statement given to Tenant in respect of increases/decreases in
         Operating Expenses an explanation as to how the Operating Expenses were
         grossed up. Only those components of Operating Expenses that are
         affected by variations in occupancy levels shall be grossed up.

         (b) "Operating Expense(s)" is defined to include all costs incurred by
         Landlord in the exercise of its reasonable discretion, for:

                    (i) The operation, repair, maintenance, and replacement, in
                    a neat, clean, safe, good order and condition, of the Office
                    Building Project, including but not limited to, the
                    following:

                             (aa) The Common Areas, including their surfaces,
                             coverings, decorative items, carpets, drapes and
                             window coverings, and including parking areas,
                             loading and unloading areas, trash areas, roadways,
                             sidewalks, walkways, stairways, parkways,
                             driveways, landscaped areas, striping, bumpers,
                             irrigation systems, lighting facilities, building
                             exteriors and roofs, fences and gates;

                             (bb) All heating, air conditioning, plumbing,
                             electrical systems, life safety equipment,
                             telecommunications equipment, elevators and
                             escalators, lessee directories, fire detection
                             systems, sprinkler systems and other equipment used
                             in common by, or for the benefit of, occupants of
                             the Office Building Project;

                     (ii) Trash disposal, janitorial and security services;

                     (iii) Any other service to be provided by Landlord that
                     is elsewhere in this Lease stated to be an "Operating
                     Expense";

                     (iv) Premiums for the liability and property insurance
                     policies (including, but not limit to, earthquake, flood
                     and boiler and machinery insurance, if carried) maintained
                     by Landlord;


<PAGE>





                   (v) Real property taxes payable by Landlord under
                   paragraph 10.1;

                   (vi) Water, sewer, gas, electricity, and other publicly
                   mandated services to the Office Building Project;

                   (vii) Wages, salaries and applicable fringe benefits and
                   materials, supplies and tools, used in maintaining and
                   cleaning the Office Building Project;

                   (viii) Maintaining and auditing accounting records and a
                   management fee attributable to the operation of the Office
                   Building Project;

                   (ix) Replacing and/or adding improvements mandated by any
                   governmental agency and any repairs or removals necessitated
                   thereby amortized over their useful life as determined in the
                   reasonable judgment of Landlord's accountant (including
                   interest on the unamortized balance as reasonably determined
                   by Landlord's accountant);

                   (x) Replacing equipment or improvements that have a useful
                   life for depreciation purposes of five (5) years or less, as
                   determined in the reasonable judgment of Landlord's
                   accountant, amortized over such life (including interest on
                   the unamortized balance as reasonably determined by
                   Landlord's accountant);

                   (xi) Replacing and/or adding any equipment, device or capital
                   improvement to reduce operation or maintenance expenses with
                   respect to the Office Building Project, amortized over its
                   useful life as determined in the reasonable judgment of
                   Landlord's accountant (including interest on the unamortized
                   balance as reasonably determined by Landlord's accountant).

         (c) Operating Expenses shall not include replacement of equipment or
         improvements having a useful life in excess of five (5) years as
         determined in the reasonable judgment of Landlord's accountant unless
         they are the type described in paragraph 4.2(b)(ix) or (xi), in which
         case their cost shall be included as above provided.

         (d) Notwithstanding the calculation of Tenant's Share and anything else
         set forth in this Lease, in no event shall Tenant be required to pay
         more than Tenant's Share of the Building's proportionate share of
         Operating Expenses not exclusively related to the Building (which
         Building's proportionate share shall be calculated based on a ratio,
         the numerator of which the rentable square footage of the all Building
         and the denominator of which is the rentable square footage of all the
         buildings in the Office Building Project including the Building).

 4.4 Definition of Rent. The capitalized term "Rent", as used in this Lease,
 shall mean the Base Rent plus Tenant's Share of Operating Expense Increase.

5. Security Deposit. Tenant shall deposit with Landlord upon execution hereof
the security deposit set forth in paragraph 1.10 of the Basic Lease Provisions
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 provision of this Lease, Landlord may use, apply or
retain all or any portion of said deposit for payment of any Rent or other
charge in default 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 ten (10) days after written
demand deposit cash with Landlord in an amount sufficient to restore said
deposit to the full amount then required of Tenant. If the Base Rent shall at
anytime, increase during the term of this Lease, Tenant shall, at the time of
such increase, deposit with Landlord additional money as a security deposit so
that the total amount of the security deposit held by Landlord shall at all
times bear the same proportion to the then current Base Rent as the initial
security deposit bears to the initial Base Rent set forth in paragraph 1.6 of
the Basic Lease Provisions. Landlord shall not be required to keep said security
deposit separate from its general accounts. If Tenant performs all of Tenant's
obligations hereunder, said deposit, or so much thereof as has not 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 Tenant's interest hereunder) as soon as reasonably practical after the term
expires and Tenant vacates the Premises. No trust relationship is created herein
between Landlord and Tenant with respect to said Security Deposit.


<PAGE>



6. Use.

6.1 Use. The Premises shall be used and occupied only for the purpose set
forth in paragraph 1.4 of the Basic Lease Provisions and for no other purpose.

6.2 Compliance with Legal and Insurance Requirements. Tenant shall, at Tenant's
expense, promptly comply with all applicable statutes, ordinances, rules,
regulations, orders, covenants and restrictions of record, and requirements of
any insurance underwriters or rating bureaus, now in effect or which may
hereafter come into effect, whether or not they reflect a change in policy from
that now existing, during the term or any part of the term thereof, relating in
any manner to the Premises and the occupation and use by Tenant of the Premises.
Tenant shall conduct its business in a lawful manner and shall not use or permit
the use of the Premises or the Common Areas in any manner that will tend to
create waste or a nuisance or shall tend to disturb other occupants of the
Office Building Project. Landlord, at Landlord's expense, shall comply With all
state, federal and local laws, rules and ordinances, including the Americans
with Disabilities Act, in connection with the Building, Property and Common
Areas.

6.3. Condition of Premises.

         (a) Upon delivery of possession to Tenant the Premises shall be clean
         and the plumbing, lighting, air conditioning, and heating system in the
         Premises shall be in a good operating condition. Tenant shall promptly
         notify Landlord in writing of any claimed violation of the foregoing
         warranty, setting forth with specificity the nature of the violation.
         If it is determined that there has been a violation, Landlord shall
         promptly after receipt of such notice from Tenant, at Landlord's sole
         cost, rectify such violation.

         (b) Except as otherwise provided in this Lease, including the
         provisions of Exhibit C, Tenant he accepts the Premises and the Office
         Building Project in their "as is" condition as of the date of delivery
         of possession of the Premises to Tenant, subject to all applicable
         municipal, county and state laws, ordinances and regulations governing
         and regulating the use of the Premises, and any easements, covenants or
         restrictions of record, and accepts this Lease subject thereto and to
         all matters disclosed thereby and by any exhibits attached hereto.
         Tenant acknowledges that it has satisfied itself by its own independent
         investigation that the Premises are suitable for its intended use, and
         that neither Landlord nor any agent of Landlord has made any
         representation or warranty as to the present or future suitability of
         the Premises, Common Areas, or Office Building Project for the conduct
         of Tenant's business.

7. Maintenance, Repairs, Alterations and Additions.

7.1 Maintenance and Repair - Landlord's Obligations. Landlord shall maintain the
Common Areas of the Office Building Project and the plumbing, heating,
ventilating, air conditioning, elevator, electrical and mechanical systems of
the Building in good working order. Except as provided in paragraph 9.5, there
shall be no abatement of Rent or liability of Landlord on account of any injury
or interference with Tenant's business with respect to any improvements,
alterations or repairs made by Landlord to the Office Building Project or any
part thereof. 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.

7.2 Maintenance and Repair - Tenant's Obligations. During the term of this
Lease, Tenant shall take good care of the Premises and fixtures therein and
maintain them in good order, condition and repair equal to the original work,
ordinary and reasonable wear excepted. During the term of this Lease, Tenant
shall maintain at its own expense any plumbing facilities located within the
Premises serving only the Premises, except the rest rooms located in the core of
the Building, in good order, condition and repair to the reasonable satisfaction
of Landlord. Upon surrender of the Premises to Landlord, Tenant shall deliver
the Premises to Landlord, broom clean, in as good order, condition and repair as
they were upon delivery of possession to Tenant, ordinary and reasonable wear
excepted. Without limiting the foregoing, Landlord may require that any such
maintenance and repairs be performed by Landlord at Tenant's expense.

7.3 Alterations and Additions.

            (a) Tenant shall not, without Landlord's prior written consent, make
            any alterations, improvements or additions in, on or about the
            Premises or the Office Building Project, provided that Tenant,
            without


<PAGE>



             Landlord's prior written consent, may make alterations and
             improvements so long as such alterations and improvements (1) do
             not affect the Building structure, (2) are less than $5,000 per
             year in the aggregate. (3)) Tenant gives advance notifies to
             Landlord specifying the nature of such improvements and (4) Tenant
             otherwise complies with all provisions of this Section 7.3. At the
             expiration of the term, Landlord may require the removal of any or
             all of said alterations, improvements or additions and the
             restoration of the Premises and the Office Building Project to
             their prior condition, at Tenant's expense. Should Landlord permit
             Tenant to make any alterations, improvements or additions, Tenant
             shall use only contractor expressly approved by Landlord. In
             addition, Landlord may require Tenant to provide Landlord, at
             Tenant's sole cost and expense, with a lien and completion bond in
             an amount equal to one and one half times the estimated cost of
             such improvements, to insure Landlord against any liability for
             mechanic's and materialmen's liens and to insure completion of the
             work. Such contractors shall carry liability insurance of a type
             and in such reasonable amounts as Landlord shall reasonably
             require, naming Landlord and Tenant as additional insureds. Before
             commencing the work, such contractors shall furnish Landlord with
             certificates of insurance evidencing such coverage and with
             evidence of recording of a fully executed waiver of mechanics'
             liens. Tenant shall also maintain a policy of Builder's Risk for
             such work. Should Tenant make any alterations, improvements or
             additions without the prior approval of Landlord, or use a
             contractor not expressly approved by Landlord, Landlord may, at
             any time during the term of this Lease, require that Tenant remove
             any part or all of such work.

            (b) Tenant shall present any alteration, improvement or addition in
            or about the Premises or the Office Building Project that Tenant
            desires to make to Landlord in written form, with proposed detailed
            plans. If Landlord consents to such alteration, improvement or
            addition, the consent shall be deemed conditioned upon Tenant
            acquiring a permit to do so from the applicable government agencies,
            furnishing a copy thereof to Landlord prior to the commencement of
            the work, and compliance by Tenant with all conditions of said
            permit in a prompt and expeditious manner.

            (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, the
            Building or the Office Building Project, or any interest therein.

            (d) Tenant shall give Landlord not less than ten (10) days' notice
            prior to the commencement of any work in the Premises by Tenant.
            Landlord shall have the right to post notices of non-responsibility
            in or on the Premises or the Building. If Tenant, in good faith,
            contests the validity of any lien, claim or demand regarding the
            work, then Tenant shall, at its sole expense, defend itself and
            Landlord and Landlord's agents against the same and shall pay and
            satisfy any adverse judgment that may be rendered thereon before the
            enforcement thereof against Landlord or Landlord's agents or the
            Premises or the Building or the Office Building Project, upon the
            condition that if Landlord shall require, Tenant shall furnish to
            Landlord a surety bond satisfactory to Landlord in an amount equal
            to such contested lien claim or demand indemnifying Landlord and
            Landlord's agents against liability for the same and holding the
            Premises, the Building and the Office Building Project free from
            the effect of such lien or claim. In addition, Landlord may require
            Tenant to pay Landlord's reasonable attorneys' fees and costs in
            participating in such action if Landlord decides it is in
            Landlord's best interest to participate.

            (e) All alterations, improvements and additions made by Tenant
            shall be done in a good, workmanlike, manner with good quality
            materials and shall become upon installation the property of
            Landlord and remain upon and be surrendered with the Premises at
            the expiration of the Lease term, unless Landlord requires their
            removal pursuant to paragraph 7.3(a). Any trade fixtures installed
            and paid for by Tenant may, in the event Tenant is not in default
            under this Lease, be removed by Tenant during the term of this
            Lease and shall upon demand by Landlord be removed upon expiration
            of the term. Tenant shall in all events promptly repair any damage
            caused by removal of trade fixtures.

            (f) Tenant shall provide Landlord with as-built plans and
            specifications for any alterations improvements or additions.

7.4 Utility Additions. Landlord reserves the right to install new or additional
utility facilities throughout the Office Building Project for the benefit of
Landlord or Tenant, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical
systems, communication systems, and fire protection and detection systems, so
long as such installations do not unreasonably interfere with Tenant's use of
the Premises.


<PAGE>

7.5 Americans with Disabilities Act.

                   (a) The provisions of the paragraph 7.5(a) will apply only if
          Landlord will not be making alterations improvements or additions to
          the Premises in conjunction with this Lease.

Tenant acknowledges that Landlord will not be making any alterations,
improvements or additions to the Premises under this Lease. In establishing the
Rent under this Lease the Landlord has relied on the agreement between Tenant
and Landlord that Landlord Will not be required to make any alterations,
improvements or additions to the Premises. Landlord has made no representation
to Tenant that the Premises comply with or will comply with the Americans with
Disabilities Act (the "Act"). Tenant agrees to and shall be responsible for all
cost and expense incurred in connection with any alterations, improvements and
changes necessary to ensure compliance with the Act. It is the intent of this
paragraph that any alterations, improvements or additions required by the Act
with regard to the Premises, whether resulting from amendments to the Act or
otherwise shall be the sole responsibility of Tenant. Tenant covenants and
agrees to and does hereby indemnify, defend and hold Landlord harmless from and
against all liability (including, without limitation, attorneys' fees and court
costs) that Landlord may actually sustain by reason of Tenant's breach of its
obligations under this paragraph. In the event that Tenant fails to comply with
its obligations under this paragraph for a period of ten (10) days after written
notice from Landlord to Tenant specifying the action required to be taken,
Landlord shall have the right, but not the obligation, to enter into the
Premises and perform such action on behalf of Tenant. In such event, Landlord
shall not be liable for and Tenant hereby waives any and all claims against
Landlord arising out of any damage or injury to the Premises or any property
situated therein and Landlord shall have no liability to Tenant for any
interruption of Tenant's operations conducted in or about the Premises. Any and
all costs and expenses incurred by Landlord in performing such action on behalf
of Tenant shall be reimbursed by Tenant to Landlord upon demand and the failure
to do so shall, at the option of Landlord, constitute an event of default under
this Lease.

                   (b) The provisions of the paragraph 7.5(b) will apply only if
          Landlord will be making alterations improvements or additions to the
          Premises in conjunction with this Lease.

Landlord covenants and agrees that all alterations, improvements and additions
to the Premises constructed by Landlord pursuant to the terms and provisions of
this Lease shall be constructed in accordance with the Americans with
Disabilities Act (the "Act"), such that all such alterations, improvements and
additions to the Premises constructed by Landlord will be in compliance with the
Act as of the date on which Tenant takes possession of the Premises. Tenant
covenants and agrees that all alterations, improvements additions to the
Premises constructed by Tenant, whether prior to or after the date Tenant takes
possession of the Premises, shall be constructed in accordance with the Act. In
the event that, subsequent to the date Tenant takes possession of the Premises,
Tenant requests Landlord to perform any alterations, improvements and additions
to the Premises, whether by virtue of expansion, extension or otherwise, Tenant
agrees to and shall be responsible for all cost and expense incurred in
connection with any alterations, improvements and additions necessary to ensure
compliance with the Act. It is the intent of this paragraph that any additional
alterations, improvements or additions required by the Act with regard to the
Premises after the date Tenant takes possession of the Premises, whether
resulting from amendments to the Act or otherwise, shall be the sole
responsibility of Tenant. Tenant covenants and agrees to and does hereby
indemnify, defend and hold Landlord harmless from and against all liability
(including, without limitations, attorneys' fees and court costs) that Landlord
may actually sustain by reason of Tenant's breach of its obligations under this
paragraph. In the event that Tenant fails to comply with its obligations under
this paragraph for a period of ten (10) days after written notice from Landlord
to Tenant specifying the action required to be taken, Landlord shall have the
right, but not the obligation, to enter into the Premises and perform such
action on behalf of Tenant. In such event, Landlord shall not be liable for and
Tenant hereby waives any and all claims against Landlord arising out of any
damage or injury to the Premises or any property situated therein and Landlord
shall have no liability to Tenant for any interruption of Tenant's operations
conducted in or about the Premises. Any and all costs and expenses incurred by
Landlord in performing such action on behalf of Tenant shall be reimbursed by
Tenant to Landlord upon demand and the failure to do so shall, at the option of
Landlord, constitute an event of default this Lease.


<PAGE>



8. Insurance; Indemnity.

8.1 Liability Insurance-Tenant. Tenant shall, at Tenant's expense, obtain and
keep in force during the term of this Lease a policy of Commercial General
Liability Insurance with Broad Form General Liability Endorsement, or
equivalent, in an amount of not less than $1,000,000 per occurrence of bodily
injury and property damage combined or in a greater amount as reasonably
determined by Landlord and shall insure Tenant with Landlord and Landlord's
asset manager and property manager as additional insureds against liability
arising out of the use, occupancy or maintenance of the Premises. Compliance
with the above requirement shall not, however, limit liability of Tenant
hereunder.

8.2 Liability Insurance - Landlord. Landlord shall obtain and keep in force
during the term of this Lease a policy of Commercial General Liability
Insurance, plus coverage against such other risks as Landlord deems advisable
from time to time, in such amounts as Landlord deems advisable from time to
time, insuring Landlord, but not Tenant, against liability arising out of the
ownership, use, occupancy or maintenance of the Office Building Project.

8.3 Property Insurance - Tenant. Tenant shall, at Tenant's expense, obtain and
keep in force during the term of this Lease for the benefit of Tenant, fire and
extended coverage insurance, with vandalism and malicious mischief, sprinkler
leakage and earthquake sprinkler leakage endorsements, in an amount sufficient
to cover the full replacement cost, as the same may exist from time to time, of
all of Tenant's personal property, fixture, equipment and tenant improvements.

8.4 Property Insurance - Landlord. Landlord shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Tenant's personal
property, fixtures, equipment or tenant improvements, in such amounts as
Landlord deems appropriate from time to time providing protection against all
perils included within the classification of fire, extended coverage, vandalism,
malicious mischief, plate glass, and such other perils as Landlord deems
advisable from time to time or may be required by a lender having a lien on the
Office Building. Such insurance may include earthquake, flood and boiler and
machinery insurance. In addition, Landlord may obtain and keep in force, during
the term of this Lease, rental value insurance, with loss payable to Landlord,
which insurance may also cover Operating Expenses. Tenant will not be named in
any such policies carried by Landlord and shall have no right to any proceeds
therefrom. The policies required by paragraphs 8.2 and 8.4 shall contain such
deductibles as Landlord or the aforesaid lender may determine. In the event that
the Premises shall suffer an Insured Loss as defined in paragraph 9.1(e), the
deductible amounts under the applicable insurance policies shall be deemed an
Operating Expense. Tenant shall not do or permit to be done anything which shall
invalidate the insurance policies carried by Landlord. Tenant shall pay the
entirety of any increase in the property insurance premium for the Office
Building Project over what it was immediately prior to the commencement of the
term of this Lease if the increase is specified by Landlord's insurance carrier
as being caused by the nature of Tenant's occupancy or any act or omission of
Tenant.

8.5 Insurance Policies. Tenant shall deliver to Landlord copies of the insurance
policies required under paragraphs 8.1 and 8.3 or, if permitted by Landlord,
certificates evidencing the existence and amounts of such insurance within seven
(7) days after the Commencement Date of this Lease. The policies or certificates
must include a copy of the endorsement naming the additional insureds required
under Section 8.1. Tenant shall, at least thirty (30) days prior to the
expiration of each policy, furnish Landlord with a copy of the policy or a
certificate evidencing the renewal thereof. If Tenant provides a certificate
Landlord may at any time thereafter require Tenant to provide Landlord with a
copy of the policy. The policies shall be issued by insurers having a rating of
A+10 better in Best's Key Rating Guide, who are admitted carriers in the state
where the Office Building Project located. No such policy shall be cancelable or
subject to reduction of coverage or other modification except thirty (30) days
prior written notice to Landlord.

8.6 Waiver of Subrogation. Tenant and Landlord each hereby release and relieve
the other (and Landlord's asset manager and property manager) and waive their
entire right of recovery against the other (and Landlord's asset manager and
property manager), for direct or consequential loss or damage arising out of or
incident to the perils covered by property insurance carried by such party,
whether due to the negligence of Landlord or Tenant or their agents, employees,
contractors or invitees. If necessary, all property insurance policies required
under this Lease shall be endorsed to so provide.


<PAGE>



8.7 Indemnity. Tenant shall indemnify and hold harmless Landlord and its agents,
master or ground lessor, partners, shareholders, directors and lenders, if any,
from and against any and all claims for damage to the person or property of
anyone or any entity arising from Tenant's use of the Office Building Project,
or from the conduct of Tenant's business or from any activity, work or things
done, permitted or suffered by Tenant in or about the Premises or elsewhere and
shall further indemnify, and hold harmless Landlord from and against any and all
claims, costs and expenses arising from any breach or default in the performance
of any obligation on Tenant's part to be performed under the terms of this
Lease, or arising from any act or on omission of Tenant, or any of Tenant's
agents, contractors, employees, or invitees, and from and against all costs,
attorneys' fees, expenses and liabilities incurred by Landlord as the result of
any such use, conduct, activity, work, things done, permitted or suffered,
breach, default or negligence, and in dealing reasonably therewith, including
but not limited to the defense or pursuit of any claim or any action or
proceeding involved therein; and in case any action or proceedings be brought
against Landlord by reason of any such matter, Tenant upon notice from Landlord
shall defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need
not have first paid any such claim in order to be so indemnified. Tenant, as a
material part of the consideration to Landlord, hereby assumes all risk of
damage to property of Tenant or injury to persons, in, upon or about the Office
Building Project arising from any cause and Tenant hereby waives all claims in
respect thereof against Landlord. The provisions of this paragraph 8.7 shall
survive the expiration or termination of this Lease.

8.8 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. Tenant further agrees that Landlord shall not be liable for loss of
or damage to the goods, wares, merchandise or other property of Tenant, Tenant's
employees, invitees, customers, or any other person in or about the Premises
or the Office Building Project, nor shall Landlord be liable for injury to the
person of Tenant, Tenant's employees, agents or contractors, whether such damage
or injury is caused by or results from theft, 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, whether said damage or injury results from
conditions arising upon the Premises or upon other portions of the Office
Building Project, or from other source or place, or from new construction or the
repair, alteration or improvement of any part of the Office Building Project, or
of the equipment, fixtures or appurtenances applicable thereto, and regardless
of whether the cause of such damage or injury or the means of repairing the same
is inaccessible, except to the extent such loss or damage results from the gross
negligence of Landlord. Landlord shall not be liable for any damages arising
from any act or neglect of any other tenant, occupant or user of Office Building
Project, nor from the failure of Landlord to enforce the provisions of any other
lease of any other lease of any other tenant of the Office Building Project.

8.9 No Representation of Adequate Coverage. Landlord makes no representation
that the limits or forms of coverage of insurance specified in this paragraph 8
are adequate to cover Tenant's property or obligations under this Lease.

9. Damage or Destruction.

      9.1 Definitions.

      (a) "Premises Damage" shall mean damage or destruction of the Premises
   to any extent.

      (b) "Premises Building Partial Damage" shall mean damage or destruction of
   the Building of which the Premises are a part to the extent that the cost to
   repair is less than fifty percent (50%) of the then Replacement Cost of the
   Building.

      (c) "Premises Building Total Destruction" shall mean damage or destruction
   of the Building of which the Premises are a part to the extent that the cost
   to repair is fifty percent (50%) or more of the then Replacement Cost of the
   Building.

      (d) "Office Building Project Total Destruction" shall mean damage or
   destruction of the building in the Office Building Project to the extent that
   the cost of repair is fifty percent (50%) or more of the then Replacement
   Cost of all of the buildings in the Office Building Project.

      (e) "Insured Loss" shall mean damage or destruction caused by an event
   required to be covered by the insurance described in paragraph 8. The fact
   that an Insured Loss has a deductible amount shall not make the loss an
   uninsured loss.


<PAGE>



         (f) "Replacement Cost" shall mean the amount of money necessary to be
         spent to repair or rebuild the damaged area to the condition that
         existed immediately prior to the damage occurring, excluding all
         improvements made by tenants of the Office Building Project.

 9.2      Premises Damage; Premises Building Partial Damage.

         (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5,
         if at any time during the term of this Lease there is an Insured Loss
         and that falls into the classification of either Premises Damage or
         Premises Building Partial Damage and that does not fall into the
         classification of Premises Building Total Destruction or Office
         Building Project Total Destruction, then Landlord shall, as soon as
         reasonably possible and to the extent the required materials and labor
         are readily available through usual commercial channels, at Landlord's
         expense, repair such damage (but not Tenant's fixtures, equipment or
         tenant improvements originally paid for by Tenant) to its condition
         existing at the time of the damage, and this Lease shall continue in
         full force and effect.

         (b) Uninsured Loss: Subject to the provisions of paragraphs 9.4 and
         9.5, if at any time during the term of this Lease there is damage that
         is not an Insured Loss and that falls into the classification of
         Premises Damage or Premises Building Partial Damage and that does not
         fall into the classification of Premises Building Total Destruction or
         Office Building Project Total Destruction, unless caused by a negligent
         or willful act of Tenant (in which event Tenant shall make the repairs
         at Tenant's expense), which damage prevents Tenant from making
         substantial use of the Premises, Landlord may at Landlord's option
         either (i) repair such damage as soon as reasonably possible at
         Landlord's expense, in which event this Lease shall continue in full
         force and effect, or (ii) give written notice to Tenant within thirty
         (30) days after the date of the occurrence of such damage of Landlord's
         intention to cancel and terminate this Lease as of the date of the
         occurrence of such damage, in which event this Lease shall terminate as
         of the date of the occurrence of such damage.

9.3 Premises Building Total Destruction; Office Building Project Total
Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time
during the term of this Lease there is damage, whether or not it is an Insured
Loss, that falls into the classification of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction, then Landlord
may at Landlord's option either (i) repair such damage or destruction as soon as
reasonably possible at Landlord's expense (to the extent the required materials
are readily available through usual commercial channels) to its condition
existing at the time of the damage, but not Tenant's fixtures, equipment or
tenant improvements, and this Lease shall continue in full force and effect, or
(ii) give written notice to Tenant within thirty (30) days after the date of
occurrence of such damage of Landlord's intention to cancel and terminate this
Lease, in which case this Lease shall terminate as of the date of the
occurrence of such damage.

9.4 Damage Near End of Term.

           (a) Subject to paragraph 9.4(b), if at any time during the last
           twelve (12) months of the term of this Lease there is Premises
           Damage, Landlord may at Landlord's option cancel and terminate this
           Lease as of the date of occurrence of such damage by giving written
           notice to Tenant of Landlord's election to do so within 30 days after
           the date of occurrence of such damage.

           (b) In the event that Tenant has an option to extend or renew this
           Lease that has not expired, Tenant shall exercise such option, if
           it is to be exercised at all, no later than twenty (20) days after
           the occurrence during the last twelve (12) months of the term of
           an Insured Loss that falls into the classification Premises
           Damage. If Tenant duly exercises such option during said twenty
           (20) day period, the provisions of paragraph 9.4(a) shall not
           apply. If Tenant fails to exercise such option during said twenty
           (20) day period, then Landlord may at Landlord's option terminate
           and cancel this Lease as of the expiration of said twenty (20) day
           period, notwithstanding any term or provision in the grant of
           option to the contrary.

9.5 Abatement of Rent; Tenant's Remedies.

           (a) In the event Landlord repairs or restores the Building or
           Premises pursuant to the provisions of this paragraph 9, and any part
           of the Premises are not usable (including loss of use due to loss of
           access or essential services), the Rent payable hereunder (including
           Tenant's Share of Operating Expense Increase) for the period during
           which such damage, repair or restoration continues shall be abated,
           provided (1) the


<PAGE>





          only be to the extent the operation and profitability of Tenant's
          business as operated from the Premises is adversely affected.
          Except for said abatement of Rent, if any, Tenant shall have no claim
          against Landlord for any damage suffered by reason of any such damage,
          destruction, repair or restoration.

          (b) If Landlord shall be obligated to repair or restore the Premises
          or the Building under the provisions of this paragraph 9 and shall not
          commence such repair or restoration within ninety (90) days after such
          occurrence, or if Landlord shall not complete the restoration and
          repair within six (6) months after such occurrence, Tenant may at
          Tenant's option cancel and terminate this Lease by giving Landlord
          written notice of Tenant's election to do so at any time prior to the
          commencement or completion, respectively, of such repair or
          restoration. In such event this Lease shall terminate as of the date
          of such notice.

          (c) Tenant agrees to cooperate with Landlord in connection with any
          such restoration and repair, including but not limited to the approval
          or execution of plans and specifications if required.

9.6 Termination - Advance payments. Upon termination of this Lease pursuant to
this paragraph 9, an equitable adjustment shall be made concerning advance Rent
and any advance payments made by Tenant Landlord. Landlord shall, in addition,
return to Tenant so much of Tenant's security deposit as has not theretofore
been applied by Landlord.

9.7 Waiver. Landlord and Tenant waive the provisions of any statute relating to
termination of leases when leased property is destroyed and agree that such
event shall be governed by the terms of this Lease.

10. Real Property Taxes.

10.1 Payment of Taxes. Landlord shall pay the real property tax, as defined in
paragraph 10.3, applicable the Office Building Project subject to reimbursement
by Tenant of Tenant's Share of such taxes in accordance with the provisions of
paragraph 4.2, except as otherwise provided in paragraph 10.2.

10.2 Additional Improvements. Tenant shall not be responsible for paying any
increase in real property specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Office
Building Project by other lessees or by Landlord for the exclusive enjoyment of
any other lessee. Tenant shall, however, pay to Landlord at the time that
Operating Expenses are payable under paragraph 4.2 the entirety any increase in
real property tax if assessed solely by reason of additional improvements placed
upon the Premises by Tenant or at Tenant's request.

10.3 Definition of "Real Property Tax." As used herein, the term "real property
tax" shall include any form of real estate tax or assessment, general, special,
ordinary or extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on Office Building Project or any portion thereof by
any authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary,
fire, street, drainage or other improvement district thereof, as against any
legal or equitable interest of Landlord in the Office Building Project or in any
portion thereof, as against Landlord's right to rent or other income therefrom,
and as against Landlord's business of leasing the Office Building Project. The
term "real property tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, or as a supplement to any
tax, fee, levy, assessment or charge included within the definition of "real
property, tax," or (ii) which is imposed as a result of a change of ownership,
as defined by applicable local statutes for property tax purposes, of the Office
Building Project or which is added to a tax or charge included within the
definition or real property tax by reason of such change of ownership, or (iii)
which is imposed by reason of this transaction, any modifications or changes
hereto, or any transfers hereof.

10.4 Joint Assessment. If the improvements or property, the taxes for which are
to be paid separately Tenant under paragraph 10.2 or 10.5 are not separately
assessed, Tenant's portion of that tax shall be equitably determined by Landlord
from the respective valuations assigned in the assessor's work sheets or such
other information (which may include the cost of construction) as may be
reasonably available. Landlord's reasonably determination thereof, in good
faith, shall be conclusive.

10.5 Personal Property Taxes.

           (a) Tenant shall pay prior to delinquency all taxes assessed against
           and levied upon trade fixtures, furnishings, equipment and all other
           personal property of Tenant contained in the Premises or elsewhere.


<PAGE>


          (b) If any of Tenant's said personal property shall be assessed with
          Landlord's real property, Tenant shall pay to Landlord the taxes
          attributable to Tenant within ten (10) days after receipt of a written
          statement setting forth the taxes applicable to Tenant's property.

11. Utilities.

11.1 Services Provided by Landlord. Landlord shall provide heating, ventilation,
air conditioning, and janitorial service as reasonably required, reasonable
amounts of electricity for normal lighting and office machines, water for
reasonable and normal drinking and lavatory use, replacement light bulbs and/or
fluorescent tubes and ballasts for standard overhead fixtures.

11.2 Services Exclusive to Tenant. Tenant shall pay for all water, gas, heat,
light, power, telephone and other utilities and services specially or
exclusively supplied or metered exclusively to the Premises or to Tenant,
together with any taxes thereon at the rate charged to Landlord by the
applicable utility company. If any such services are not separately metered to
the Premises, Tenant shall pay a reasonable proportion determined by Landlord of
all charges jointly metered with other areas in the Office Building Project.
Landlord may charge Tenant for out-of-pocket costs associated with the private
meter, including, but not limited to, the reading, repairing and supply of
utilities to the sub-meter.

11.3 Hours of Service. Said services and utilities shall be provided during
generally accepted business days and hours. Utilities and services required at
other times shall be subject to advance request and reimbursement by Tenant to
Landlord of the cost thereof.

11.4 Excess Usage by Tenant. Tenant shall not make connection to the utilities
except by or through existing outlets and shall not install or use machinery or
equipment in or about the Premises that uses excess water, lighting or power, or
suffer or permit any act that causes extra burden upon the utilities or
services, including but not limited to security services, over standard office
usage for the Office Building Project. In no event shall Tenant permit
electrical consumption within the Premises to exceed five (5) watts per square
foot per hour. Tenant shall reimburse Landlord for any excess expenses or costs
that may arise out of a breach of this paragraph 11.4 Tenant. Landlord may, in
its sole discretion, install at Tenant's expense supplemental equipment and/or
separate metering applicable to Tenant's excess usage or loading.

11.5 Interruptions. There shall be no abatement of Rent and Landlord shall not
be liable in any respect whatsoever for the inadequacy, stoppage, interruption
or discontinuance of any utility or service due to riot, strike, labor dispute,
breakdown, accident, repair or other cause beyond Landlord's reasonable control
or due to cooperation with governmental request or directions.

12. Assignment and Subletting.

12.1 Landlord's Consent Required. Tenant shall not sell, assign, mortgage,
pledge, hypothecate, encumber or otherwise transfer this Lease or any interest
thereof (each of which actions is hereafter referred to as a "transfer"), and
shall not sublet the Premises or any part thereof, without the prior written
consent of Landlord in each instance and any attempt to do so without such
consent shall be voidable at Landlord's election.

12.2 Tenant's Application. If Tenant desires at any time to transfer this Lease
(which transfer shall in no event be for less than its entire interest in this
Lease) or to sublet the Premises or any portion thereof, Tenant shall submit to
Landlord at least sixty (60) days prior to the proposed effective date of the
transfer or sublease ("Proposed Effective Date"), in writing:

            (a) A notice of intent to transfer or sublease, setting forth the
            Proposed Effective Date, which shall be no less than sixty (60) days
            nor more than ninety (90) days after the sending of such notice;

            (b) The name of the proposed transferee or subtenant;

            (c) The nature of the proposed transferee's or subtenant's business
            to be carried on in the Premises;

            (d) The terms and provisions of the proposed transfer or sublease;


<PAGE>



          (e)  Such information as Landlord may request concerning the proposed
           transferee or subtenant, including recent financial statements and
           bank references; and

          (f) Evidence satisfactory to Landlord that the proposed transferee (if
          the transfer involves a transfer of possession) or subtenant will
          immediately occupy and thereafter use the affected portion of the
          Premises for the entire term of the transfer or sublease agreement.

12.3 Landlord's Options. Landlord shall have the right, to be exercised by
giving notice to Tenant within thirty (30) days after receipt of Tenant's
above-described notice and such further financial information as may be
requested by Landlord together with the fees required under paragraph 12.7, (i)
to terminate this Lease and recapture the portion of the Premises described in
Tenant's notice, (ii) approve the transfer or sublease application, or (iii)
reject the application for transfer or sublease. If notice of termination is
given by Landlord, it shall serve to cancel and terminate this Lease with
respect to such portion of the Premises; provided, however, that such
termination shall be subject to the written consent of any mortgagee of
Landlord. The effective date of such cancellation shall be as specified in
Landlord's notice of termination. If this Lease is canceled pursuant to
foregoing with respect to only a portion of the Premises, the Rent required
under this Lease, and including Tenant's Share, shall be adjusted
proportionately based on the square footage retained by Tenant and the square
footage leased by Tenant hereunder immediately prior to such recapture and
cancellation, and Landlord and Tenant shall thereupon execute an amendment of
this Lease in accordance therewith. If Landlord so recaptures a portion of the
Premises, it shall construct and erect as its sole cost such partitions as may
be required to sever the space retained by Tenant from the space recaptured by
Landlord. Landlord may, without limitation, lease the recaptured portion of the
Premises to the proposed subtenant or transferee without liability to Tenant.

12.4 Approval Procedure. If Landlord approves a transfer or sublease, Tenant
shall, prior to the Proposed Effective Date, submit to Landlord an executed
original of the transfer or sublease agreement for execution by Landlord on the
signature page after the words "the foregoing is hereby consented to." No
purported transfer or sublease shall be deemed effective as against Landlord and
no proposed transferee or subtenant shall take occupancy unless such document is
so executed by Landlord.

12.5 Required Provisions. Any and all transfer or sublease agreements shall:

            (a) Contain such terms as are described in Tenant's notice under
            Paragraph 12.2 or as otherwise agreed by Landlord;

            (b) Prohibit further transfers or subleases without Landlord's
            consent under this paragraph 12;

            (c) Impose the same obligations and conditions on the transferee or
            subtenant as are imposed on Tenant by this Lease (except as to Rent
            and term or as otherwise agreed by Landlord);

            (d) Be expressly subject and subordinate to each and every provision
            of this Lease;

            (e) Have a term that expires on or before the expiration of the term
            of this Lease;

            (f) Provide that the Tenant and/or transferee or subtenant shall pay
            Landlord the amount of any additional costs or expenses incurred by
            Landlord for repairs, maintenance or otherwise as a result of any
            change in the nature of occupancy caused by the transfer or
            sublease; and

            (g) Contain Tenant's acknowledgment that Tenant remains liable under
            this lease notwithstanding the transfer or sublease.

12.6 Transfer of Sublease Profit. Any sums or other economic consideration
received by Tenant directly or indirectly in connection with any transfer or
sublease (except to the extent of commissions paid by Tenant to a licensed real
estate broker at prevailing rates and leasehold improvement costs incurred by
Tenant) which exceed in the aggregate the sums which Tenant is obligated to pay
Landlord hereunder (prorated to reflect obligations allocable to the portion of
the Premises transferred or sublet) shall be payable to Landlord as additional
Rent under this Lease. Within fifteen (15) days after written request by
Landlord, Tenant shall at any time, and from time to time, certify to Landlord
the amount of all such sums or other economic consideration received. The
provisions of this paragraph 12.6 shall not applv during any period that the
Landlord is tax exempt under Section 501(a) of the Internal Revenue Code or any
successor statute.

<PAGE>

12.7 Fees for Review. Tenant shall pay to Landlord or Landlord's designee,
together with the notice described in Paragraph 12.2, a non refundable fee as
reimbursement for expenses incurred by Landlord in connection with reviewing
each such transaction, in the amount of Three Hundred Dollars ($300.00). In
addition to such reimbursement, if Landlord retains the services of an attorney
to review the transaction, Tenant shall pay to Landlord all reasonable
attorneys' fees incurred by Landlord in connection therewith. Tenant shall pay
such attorneys' fees to Landlord within thirty (30) days after written request.

12.8 No Release of Tenant. No consent by Landlord to any transfer or subletting
by Tenant shall relieve Tenant of any obligation to be performed by Tenant under
this Lease, whether occurring before or after such consent, transfer or
subletting. Landlord's consent to any transfer or subletting shall not relieve
Tenant from the obligation to obtain Landlord's express prior written consent to
any other transfer or subletting. The acceptance by Landlord of payment from any
other person shall not be deemed to be a waiver by Landlord of any provision of
this Lease or to be a consent to any subsequent transfer or sublease, or be a
release of Tenant from any obligation under this Lease.

12.9 Assumption of Obligations. Each transferee of this Lease shall assume all
obligations of Tenant under this Lease and shall be and remain liable jointly
and severally with Tenant for the payment of the Rent and the performance of all
the terms, covenants, conditions and agreements herein contained on Tenant's
part to be performed for the term of this Lease. No transfer shall be binding on
Landlord unless the transferee or Tenant delivers to Landlord a counterpart of
the instrument of transfer which contains a covenant of assumption by the
transferee satisfactory in substance and form to Landlord, consistent with the
above requirements. The failure or refusal of the transferee to execute such
instrument of assumption shall not release or discharge the transferee from its
liability to Landlord hereunder. Landlord shall have no obligation whatsoever to
perform any duty to or respond to any request from any subtenant, it being the
obligation of Tenant to administer the terms of its sublease.

12.10 Deemed Transfers. If the Tenant is a nonpublicly traded corporation, or is
an unincorporated association or partnership, the transfer, sale, exchange,
assignment or hypothecation of any stock or interest in such corporation,
association or partnership in the aggregate in excess of fifty percent (50%)
shall be deemed to be a transfer of this Lease and shall be subject to the
provisions of this paragraph 12; provided, that this Section 12.10 shall not
apply if as a result of such transaction the Tenant has financial
creditworthiness greater than before such transaction, and Tenant demonstrates
such improved creditworthiness to Landlord's reasonable satisfaction.

12.11 Assignment by Operation of Law. No interest of Tenant in this Lease shall
be assignable by operation of law; provided, that this Section 12.11 shall not
apply if as a result of such transaction the Tenant has financial
creditworthiness greater than before such transaction, and Tenant demonstrates
such improved creditworthiness to Landlord's reasonable satisfaction.

12.12 Assignment of Sublease Rents. Tenant immediately and irrevocably assigns
to Landlord, as security for Tenant's obligations under this Lease, all rent
from any subletting of all or any part of the Premises, and Landlord, as
assignee and as attorney-in-fact for Tenant for purposes hereof, or a receiver
for Tenant appointed on Landlord's application, may collect such rents and apply
same toward Tenant's obligations under this Lease, except that, until the
occurrence of an act of default by Tenant, Tenant shall have the right and
license to collect such rents.

12.13 Prohibition of Assignment to Party in Interest of ERISA Party. If Landlord
is an ERISA Party (see paragraph 1.16) or an ERISA Party subsequently becomes
Landlord hereunder and Tenant is notified of such event, Tenant shall inquire of
any prospective transferee or subtenant whether it is a "party in interest," as
that term is defined in Section 3(14) of ERISA, as to Landlord. Tenant shall not
transfer this Lease or sublet any part of the Premises to a person or entity
that Tenant knows or reasonably should know is a "party in interest," as that
term is defined in Section 3(14) of ERISA, as to Landlord.

13. Default; Remedies.

13.1 Default. The occurrence of any one or more of the following events shall
constitute a material default of this Lease by Tenant:

         (a) The breach by Tenant of any of the provisions of paragraphs 7.3(a),
         (b) or (d) (Alterations and Additions), 12.1 (Assignment and
         Subletting), 25 (Vacation), 30.2 (Subordination), 33 (Auctions,
         Other Sales and Cessation of Business), or 41.1 (Easements), all of
         which are hereby deemed to be non-curable defaults without the
         necessity of any notice by Landlord to Tenant thereof.


                                       15

<PAGE>

         (b) The failure by Tenant to pay Rent or make 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. In the event
         that Landlord serves Tenant with a notice regarding such nonpayment
         pursuant to any applicable summary eviction statute, such notice shall
         also constitute the notice required by this subparagraph.

         (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 those referenced in subparagraphs 13.1 (a) and (b)
         where such failure shall continue for a period of thirty (30) days
         after written notice thereof from Landlord to Tenant, provided,
         however, that if the nature of Tenant's noncompliance is such that more
         than (30) days are reasonably required for its cure, then Tenant shall
         not be deemed to be in default if Tenant commences such cure within
         said thirty (30) days and thereafter diligently pursues such cure to
         completion; provided, however, in no event shall such cure period
         extend beyond sixty (60) days. To the extent permitted by law, such
         thirty (30) day notice shall constitute the sole notice required to be
         given to Tenant under any applicable summary eviction statute.

         (d) (i) The making by Tenant of any arrangement or assignment for the
         benefit of creditors; (ii) Tenant becoming a "debtor" as defined in the
         Bankruptcy Code or any successor statute, (unless, in the case of a
         petition filed against Tenant, the same is dismissed within sixty (60)
         days); (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, all of
         which are hereby deemed to be non-curable defaults without the
         necessity of any notice bv Landlord to Tenant thereof.

         (e) The existence of materially false information in any financial
         statement given to Landlord by Tenant, or its successor in interest or
         by any guarantor of any of Tenant's obligations hereunder, all of which
         are hereby deemed to be non-curable defaults without the necessity of
         any notice by Landlord to Tenant thereof.

         (f) The default by Tenant or any guarantor of Tenant under this Lease
         under any other lease with Landlord.

13.2 Remedies. In the event of any material default of this Lease by Tenant,
Landlord may at an time thereafter, with or without notice or demand and without
limiting Landlord in the exercise of any right or remedy which Landlord may have
by reason of such default:

         (a) Terminate this Lease and Tenant's right to possession of the
         Premises by any lawful means, in which case Tenant shall immediately
         surrender possession of the Premises to Landlord. In such event,
         Landlord shall be entitled to recover from Tenant all damages incurred
         by Landlord by reason of Tenant's default including, but not limited
         to, the cost of recovering possession of the Premises; expenses of
         reletting, including necessary renovation and alteration of the
         Premises, reasonable attorney's fees, and any real estate commission
         actually paid; the worth at the time of award by the court having
         jurisdiction thereof of the amount by which the unpaid Rent for the
         balance of the term after the time of such award exceeds the amount of
         Rent loss for the same period that Tenant proves could be reasonably
         avoided; that portion of the leasing commission paid by Landlord
         pursuant to paragraph 15, applicable to the unexpired term of the
         Lease. No payment by Tenant after termination of this Lease following
         default by Tenant shall reinstate the Lease. Neither shall the receipt
         and retention of any such payment by Landlord reinstate the Lease.

         (b) Without terminating this Lease, re-enter and take possession of the
         Premises or any part thereof and expel Tenant and those claiming
         through or under Tenant, and remove the effects of both or either, and
         relet the Premises, or any part thereof, in Landlord's or Tenant's
         name, but for the account of Tenant. In such event, Tenant shall in no
         manner be relieved from liability for payment of Rent, covering the
         balance of the term of this Lease, and Landlord's retaking shall not be
         considered an acceptance of the Premises nor a manifestation of an
         intent to terminate this Lease.

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<PAGE>

         (c) Maintain Tenant's right to possession, in which case this Lease
         shall continue in effect whether or not Tenant shall have vacated or
         abandoned the Premises. In such event, Landlord shall be entitled
         enforce all of Landlord's rights and remedies under this Lease,
         including the right to recover the Rent as it becomes due hereunder.

         (d) Whenever not prohibited by the law of the state in which the
         Premises is located, when this Lease and the term or any extension or
         renewal thereof shall have been terminated on account of default by
         Tenant, or when the term hereby created or any extension or renewal
         thereof shall have expired, it shall be lawful for an attorney for any
         court of record to appear as attorney for Tenant as well as for all
         persons claiming by, through or under Tenant, and to sign an agreement
         for entering in any competent court action in ejectment and judgment
         against Tenant and all persons claiming by, through or under Tenant and
         therein confess judgment for the recovery by Landlord of possession of
         the Premises, for which this Lease shall be sufficient warrant;
         thereupon if Landlord so desires, an appropriate writ of possession may
         issue forthwith, without any prior writ or proceeding whatsoever, and
         provided that if for any reason after such action shall have been
         commenced, it shall be determined and possession of the Premises remain
         in or be restored to Tenant, Landlord shall have the right, for the
         same default and upon any subsequent default or defaults, or upon the
         termination of this Lease or Tenant's right of possession as
         hereinbefore set forth, to bring one or more further action or actions
         are hereinbefore set forth to recover possession of the Premises and
         confess judgment as hereinbefore provided.

         (e) To require Tenant to pay immediately the rent reserved for the
         entire unexpired portion of the term of this Lease, as if such rent
         were payable in advance, and to confess judgment therefore against
         Tenant provided in paragraph (d) above.

         (f) Pursue any other remedy now or hereafter available to Landlord
         under the laws or judicial decisions of the state wherein the Premises
         are located.

13.3 Default by Landlord. Landlord shall not be in default unless Landlord fails
to perform obligations required of Landlord within a reasonable time, but in no
event later than thirty (30) days after written notice by Tenant to Landlord and
to the holder of any first mortgage or deed of trust covering the Premises whose
name and address shall have theretofore been furnished to Tenant in writing,
specifying where Landlord has failed to perform such obligation; provided
however, that if the nature of Landlord's obligation is such that more than
thirty (30) days are required for performance, then Landlord shall not be in
default if Landlord commences performance within such thirty (30) day period and
thereafter diligently pursues the same to completion.

13.4 Late Charges. Tenant hereby acknowledges that late payment by Tenant to
Landlord of Base Rent, Tenant's Share of Operating Expense Increase or other
sums due hereunder will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Such
costs include but are not limited to, processing and accounting charges, and
late charges which may be imposed on Landlord by the terms of any mortgage or
trust deed covering the Office Building Project. Accordingly, if any installment
Base Rent, Operating Expense Increase, or any other sum due from Tenant shall
not be received by Landlord or Landlord's designee within ten (10) days after
such amount shall be due, then, without any requirement for notice to Tenant,
Tenant shall pay to Landlord a late charge equal to six percent (6%) of such
overdue amount, but not to exceed the maximum late charge permitted by law in
the jurisdiction where the Office Building Project is 1ocated. The parties
hereby agree that such late charge represents a fair and reasonable estimate of
the costs Landlord will incur by reason of late payment by Tenant. Acceptance of
such late charge by Landlord shall in no event constitute a waiver of Tenant's
default with respect to such overdue amount, nor prevent Landlord from
exercising any of the other rights and remedies granted hereunder.

13.5 Interest on Past-Due Obligations. Any amount not paid by Tenant to Landlord
when due shall interest from the date due at the maximum rate then allowable by
law, except that interest shall not be payable on any late charge and interest
on any amount upon which a late charge is payable shall not commence to accrue
until thirty (30) days after the date due. Payment of interest shall not excuse
or cure any default by Tenant.

14. Condemnation. If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called ("condemnation"),
this Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs, provided that if so
much of the Premises or the Office Building Project is taken by such
condemnation as would substantially and adversely affect the operation and



                                       17
<PAGE>

profitability of Tenant's business conducted from the Premises, Tenant shall
have the option, to be exercised only in writing within thirty (30) days after
the condemning authority shall have taken possession, to terminate this Lease as
of the date the condemning authority takes such possession. If Tenant does not
terminate this Lease in accordance with the foregoing, this Lease shall remain
in full in full force and effect as to the portion of the Premises remaining,
except that the Rent and Tenant's Share of Operating Expense Increase shall be
reduced in the proportion that the floor area of the Premises taken bears to the
total floor area of the Premises. Common Areas taken shall be excluded from the
Common Areas usable by Tenant and no reduction of Rent shall occur with respect
thereto or by reason thereof Landlord shall have the option in its sole
discretion to terminate this Lease as of the taking of possession by the
condemning authority, by giving written notice to Tenant of such election within
thirty (30) days after receipt of notice of a taking by condemnation of any part
of the Premises or the Office Building Project. Any award for the taking of all
or any part of the Premises or the Office Building Project under the power of
eminent domain or any payment made under threat of the exercise of such power
shall be the property of Landlord, whether such award shall be made as
compensation for diminution in value of the leasehold or for the taking of the
fee, or as severance damages; provided, however, that Tenant shall be entitled
to any separate award for loss of or damage to Tenant's trade fixtures,
removable personal property and unamortized tenant improvements that have been
paid for by Tenant. For that purpose, the cost of such improvements shall be
amortized over the original term of the lease excluding any options. In the
event that this Lease is not terminated by reason of such condemnation, Landlord
shall, to the extent of severance damages received by Landlord in connection
with such condemnation, repair any damage to the Premises caused by such
condemnation except to the extent that Tenant has been reimbursed therefore by
the condemning authority. Tenant shall pay any amount in excess of such
severance damages required to complete such repair.

15.      Broker's Fee.

         (a) Subject to the execution of this Lease by both parties, Landlord
         shall pay to the Listing Broker and the Cooperating Broker, if any,
         designated in paragraphs 1.14 and 1.15 of this Lease jointly, or in
         such separate shares as they may mutually designate in writing, a fee
         as set forth in a separate agreement between Landlord and the Listing
         Broker.

         (b) Tenant and Landlord each represent and warrant to the other that
         neither has had any dealing with any person, firm, broker or finder
         (other than the person(s), if any, whose names are set forth in
         paragraphs 1.14 and 1.15) in connection with the negotiation of this
         Lease or the consummation of the transaction contemplated hereby, and
         no other broker or other person, firm or entity is entitled to any
         commission or finder's fee in connection with said transaction and
         Tenant and Landlord do each hereby indemnify and hold the other
         harmless from and against any costs, expenses, attorneys' fees or
         liability for compensation or charges which may be claimed by any such
         unnamed broker, finder or other similar party by reason of any dealings
         or actions of the indemnifying party.

16.      Estoppel Certificates.

         (a) Each party (as "responding party") shall at any time upon not less
         than ten (10) days prior written notice from the other party
         ("requesting party") execute, acknowledge and deliver to the requesting
         party a statement in writing (1) certifying that this Lease is
         unmodified and in full force and effect (or, if modified, stating the
         nature of such modification and certifying that this Lease, as so
         modified, is in full force and effect) and the date to which the rent
         and other charges are paid in advance, if any, and (ii) acknowledging
         that there are not, to the responding party's knowledge, any uncured
         defaults on the part of the requesting party, or specifying such
         defaults if any are claimed. Any such statement may be conclusively
         relied upon by any prospective purchaser or encumbrancer of the Office
         Building Project or of the business of Tenant.

         (b) At the requesting party's option, the responding party's failure to
         deliver such statement within such time shall be a material default of
         this Lease, without any further notice to such party, or it shall be
         conclusive upon such party that (i) this Lease is in full force and
         effect, without modification except as may be represented by the
         requesting party, (ii) there are no uncured defaults in the requesting
         party's performance, and (iii) if Landlord is the requesting party, not
         more than one month's rent has been paid in advance.

         (c) If Landlord desires to finance, refinance or sell the Office
         Building Project, or any part thereof, Tenant hereby agrees to deliver
         to any lender or purchaser designated by Landlord such financial
         statements of Tenant as may be reasonably required by such lender or
         purchaser. Such statements include the past three (3) years' financial



                                       18
<PAGE>


         statements of Tenant. All such financial statements shall received by
         Landlord and such lender or purchaser in confidence and shall be used
         only for the purposes herein set forth.

17. Landlord's Liability. The term "Landlord" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or the leasehold
interest under a ground lease of the Office Building Project. In the event of
any transfer of such title or interest, Landlord herein named (and in case of
any subsequent transfers then the 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 be binding on Landlord's successors and assigns,
only during their respective periods of ownership.

18. 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.

19. Force Majeure. Any obligation of Landlord which is delayed or not performed
due to an act of God, strike, riot, shortage of labor or materials, war (whether
declared or undeclared), laws, governmental regulations or restrictions or any
other governmental action or inaction, or any other cause of any kind whatsoever
which is beyond Landlord's reasonable control, shall not constitute a default
hereunder and shall be performed within a reasonable time after the end of the
cause for delay or non-performance.

20. Time is of Essence. Time is of the essence with respect to the obligations
to be performed under this Lease.

21. Additional Rent. All monetary obligations of Tenant to Landlord under the
terms of this Lease, including but not limited to any expenses payable by Tenant
hereunder, shall be deemed to be rent.

22. Incorporation of Prior Agreement; Amendments.

         (a) This Lease contains all agreements of the parties with respect to
any matter mentioned herein. No prior or contemporaneous agreement or
understanding pertaining to any such matter shall be effective. This Lease may
be modified in writing only, signed by the parties in interest at the time of
the modification. Except as otherwise stated in this Lease, Tenant hereby
acknowledges that neither the Listing Broker nor the Cooperating Broker, if any,
designated in paragraphs 1.14 and 1.15 nor the Landlord or any employee or agent
of any of said persons has made any oral or written warranties or
representations to Tenant relative to the condition or use by Tenant of the
Premises or the Office Building Project and Tenant acknowledges that Tenant
assumes all responsibility regarding the Occupational Safety Health Act, the
Americans with Disabilities Act (subject to the provisions of paragraph 1.17 and
paragraph 7.5(a) or (b), as the case may be), the legal use and adaptability of
the Premises and the compliance thereof with all applicable laws and regulations
in effect during the term of this Lease.

         (b) Tenant occupies a portion of the Premises pursuant to a lease
between Tenant and Landlord's predecessor (the "Present Lease"). Effective upon
the Commencement Date of this Lease, the Present Lease shall terminate
automatically, and Tenant and Landlord shall have no further obligations to
each other under the Present Lease, except for any obligations that expressly
survive termination.

23. Notices. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified or registered mail
(provided that notice of exercise of any Option, as defined in paragraph 39,
must in all events be given by certified or registered mail) addressed to a
party at the address beneath such party's signature on this Lease or such other
address for notice purposes as may be later specified by notice to the other
party, except that upon Tenant's taking possession of the Premises, the Premises
shall constitute Tenant's address for notice purposes. Mailed notices shall be
deemed given upon actual receipt at the address required, or forty-eight hours
following deposit in the mail, postage prepaid, whichever first occurs. A copy
of all notices required or pemitted to be given to Landlord hereunder shall be
concurrently transmitted to such other party or parties at such addresses as
Landlord may from time to time hereafter desigmte by notice to Tenant.

24. Waivers. No waiver by Landlord of any provision hereof shall be deemed a
waiver of any other provision or of any subsequent breach by Tenant of the same
or any other provision. Landlord's consent to, or approval of, any act shall not
be deemed to render unnecessary the obtaining of Landlord's consent to or
approval of any subsequent act by Tenant. The acceptance of rent by Landlord
shall not be a waiver of any preceding breach of this Lease by Tenant, other




                                       19
<PAGE>

than Tenant's failure to pay the particular rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.

25. Vacation or Abandonment of Premises. Tenant shall not vacate or abandon the
Premises. Abandonment of the Premises shall include the failure to occupy the
Premises for a continuous period of sixty (60) days or more, whether or not the
Rent is paid.

26. Holding Over. If Tenant, with Landlord's consent, remains in possession of
all or any part of the Premises after the expiration of the term of this Lease,
such occupancy shall be a tenancy from month-to-month upon all of the provisions
of this Lease pertaining to the obligations of Tenant, except that the Base Rent
payable shall be two hundred percent (200%) of the Base Rent payable immediately
preceding the expiration of the term.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative With all other remedies at
law or in equity.

28. Covenants and Conditions. Each provision of this Lease to be performed by
Tenant shall be deemed both a covenant and a condition.

29. Binding Effect; Choice of Law. Subject to any provisions hereof restricting
assignment or subletting by Tenant and subject to the provisions of paragraph
17, this Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws of the State
where the Office Building Project is located and any litigation concerning this
Lease between the parties hereto shall be initiated in the county in which the
Office Building Project is located.

30. Subordination.

30.1 This Lease, including but not limited to any Option, as defined in
paragraph 39, shall, at Landlord's option, be subordinate to any ground lease,
mortgage, trust deed, or any other security interest now or hereafter affecting
the Office Building Project and to any and all advances made on the security
thereof and to all renewals, modifications, consolidations, replacements and
extensions thereof. Notwithstanding such subordination, Tenant's right to quiet
possession of the Premises shall not be disturbed if Tenant is not in default
and so long as Tenant shall pay the Rent and observe and perform all of the
provisions of this Lease, unless this Lease is otherwise terminated pursuant to
its terms. If any ground lessor or the holder of any mortgage, trust deed or
other security interest shall elect to have this Lease prior to its ground
lease, mortgage, trust deed or other security interest, and shall give written
notice thereof to Tenant, this Lease shall be deemed prior to such ground lease,
mortgage, trust deed or other security interest, whether this Lease is dated
prior or subsequent to the date of said ground lease, mortgage, trust deed or
other security interest or the date of recording thereof. Upon termination of
any ground lease or foreclosure of any mortgage, deed of trust or other security
interest, Tenant shall attorn to the ground lessor or any purchaser upon
foreclosure.

30.2 Tenant agrees to execute any documents required to effectuate a
subordination or attornment, or to make this Lease prior to any ground lease,
mortgage, trust deed or other security interest, if requested by the ground
lessor or holder of the mortgage, trust deed or other security interest.
Tenant's failure to execute such documents within ten (10) days after written
demand shall constitute a material default by Tenant hereunder without further
notice to Tenant or, at Landlord's option, Landlord may execute such documents
on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make,
constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and
in Tenant's name, place and stead, to execute such documents.

31. Attorneys' Fees. If either party brings any lawsuit to enforce or declare
rights under this Lease, the prevailing party in the action, including any
appeal, shall be entitled to reasonable attorneys' fees paid by the losing party
as fixed by the court in the same or a separate proceeding, whether or not such
action is pursued to decision or judgment. The attorneys' fee award shall not be
computed in accordance with any court fee schedule, but shall be such as to
fully reimburse all attorneys' fees reasonably incurred in good faith. Landlord
shall be entitled to reasonable attorneys' fees and all other costs and expenses
incurred in the preparation and service of notice of default and consultations
in connection therewith, whether or not a legal action is subsequently
commenced.

                                       20
<PAGE>

32. Landlord's Access.

32.1 Landlord and Landlord's agents shall have the right to enter the Premises
at reasonable times and, except for an emergency, with reasonable notice, for
the purpose of inspecting the same, performing any services required of
Landlord, showing the same to prospective purchasers, lenders, or lessees,
taking such measures, erecting such scaffolding or other necessary structures,
making such alterations, repairs, improvements or additions to the Premises or
to the Office Building Project as Landlord may reasonably deem necessary or
desirable and the erecting, using and maintaining of utilities, services, pipes
and conduits through the Premises and/or other premises as long as there is no
material adverse effect on Tenant's use of the Premises. Landlord may at any
time place on or about the Premises, the Building or the Office Building Project
"For Sale" signs and Landlord may at any time during the last 120 days of the
term place on or about the Premises "For Lease" signs.

32.2 All activities of Landlord pursuant to paragraph 32 shall be without
abatement of Rent and Landlord shall not have any liability to Tenant for the
same.

32.3 Landlord shall have the right to retain keys to the Premises and to unlock
all doors in or upon the Premises other than files, vaults and safes, and in the
case of emergency to enter the Premises by any reasonably appropriate means,
and any such entry shall not be deemed a forcible or unlawful entry or detainer
of the Premises or an eviction. Tenant waives any charges for damages or
injuries or interference with Tenant's property or business in connection
therewith.

33. Auctions, Other Sales and Cessation of Business. Tenant shall not conduct,
nor permit to be conducted either voluntarily or involuntarily, any auction upon
the Premises or the Common Areas without Landlord's prior written consent.
Notwithstanding anything to the contrary in this Lease, Landlord shall not be
obligated to exercise any standard of reasonableness in determining whether to
grant such consent. Tenant shall not make a bulk sale of its goods or move, or
attempt to or threaten to move its goods and equipment out of the Premises
(other than in the ordinary course of business) or cease to conduct business
from the Premises.

34. Signs. Tenant shall not place any sign upon the Premises or the Office
Building Project without Landlord's prior written consent. Under no
circumstances shall Tenant place a sign on any roof of the Office Building
Project.


35. Merger. The voluntary or other surrender or mutual cancellation or
termination by Landlord of this Lease shall not work a merger, but shall, at the
option of Landlord, terminate all or any subtenancies or may, at the option of
Landlord, operate as an assignment to Landlord of any or all subtenancies.

36. Consents. Except for paragraphs 7.3 (Alterations and Additions), 12
(Assignment and Subletting) 33 (Auctions, Other Sales and Cessation of Business)
34 (Signs), and 49 (Hazardous Material) as it relates to causing or permitting
any Hazardous Material to be brought upon, kept or used in or about the
Premises, wherever in this Lease the consent of one party is required to an act
of the other party such consent shall not be unreasonably withheld or delayed.

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

38. Quiet Possession. Upon Tenant paying the rent for the Premises 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 subject to all of the provisions of this
Lease.

39. Options.

39.1 Options Personal. The term "Option" as used in this Lease refers to any
option to extend, renew or expand and to any right of first refusal or first
offer granted to Tenant. Each Option is personal to the original Tenant and may
be exercised only by the original Tenant while occupying the Premises without
the intent of thereafter assigning this Lease or subletting the Premises or any
portion thereof, and may not be, voluntarily or involuntarily, exercised by or
assigned to any other person or entity. Options shall not be assignable separate
and apart from this Lease, and may not be separated from this Lease in any
manner, by reservation or otherwise.

39.2 Multiple Options. If Tenant has multiple options to extend or renew this
Lease, a later option cannot be exercised unless the prior option to extend or
renew has been exercised.

                                       21
<PAGE>


39.3 Effect of Default on Options.

         (a) Tenant shall have no right to exercise any Option, notwithstanding
         any provision in the grant of the Option to the contrary, (i) if Tenant
         has committed any non-curable material default, or (ii) from the date
         Landlord gives Tenant notice of a curable default until the default is
         cured, or (iii) from the day after a monetary obligation to Landlord is
         due from Tenant and unpaid (without any necessity of notice thereof to
         Tenant) until the obligation is paid, or (iv) if, during the twelve
         (12) month period prior to the date Tenant gives Landlord notice of
         Tenant's exercise of the option, Landlord has given to Tenant three or
         more notices of default under paragraph 13.1 (b) or (c), whether or not
         the defaults are cured. The period of time within which an Option may
         be exercised shall not be extended by reason of Tenant's inability to
         exercise an option because of the provisions of this paragraph.

         (b) All rights of Tenant under the provisions of any Option shall
         terminate and be of no further force or effect, notwithstanding
         Tenant's due and timely exercise of the Option, if after such exercise
         (i) Tenant fails to pay a monetary obligation to Landlord within thirty
         (30) days after such obligation becomes due (without any necesssity of
         Landlord to give notice thereof to Tenant), or (ii) Tenant fails to
         cure a default when required after notice given pursuant to paragraph
         13.1(c), or (iii) Landlord gives Tenant three (3) more notices of
         default under paragraph 13.1(c), whether or not the defaults are cured,
         or (iv) Tenant commits any non-curable material default.

40. Security Measures-Landlord's Reservations.

40.1 Tenant hereby acknowledges that Landlord shall have no obligation
whatsoever to provide guard service or other security measures for the benefit
of the Premises or the Office Building Project. Tenant assumes all
responsibility for the protection of Tenant and its agents and invitees and the
property of Tenant and its agents and invitees from acts of third parties.
Nothing herein contained shall prevent Landlord, at Landlord's sole option, from
providing security protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).

40.2 Landlord shall have the following rights:

         (a) To change the name, address or title of the Office Building Project
         or the Building upon not less than 90 days prior written notice;

         (b) To, at Tenant's expense, provide and install Building standard
         graphics on the door of the Premises and such portions of the Common
         Areas as Landlord shall reasonably deem appropriate;

         (c) To grant to any lessee of the Office Building Project the exclusive
         right to conduct any business as long as such exclusive right does not
         conflict with any rights expressly given herein;

         (d) To place such signs, notices or displays as Landlord reasonably
         deems necessary or advisable upon the roof and exterior of the Office
         Building Project or on pole signs in the Common Areas.

40.3 Tenant shall not:

         (a) Use a representation (photographic or otherwise) of the Building or
         the Office Building Project or their name(s) in connection with
         Tenant's business;

         (b) Suffer or permit anyone, except in emergency, to go upon the roof
         of the Building.

41. Easements.

41.1 Landlord reserves the right, from time to time, to grant easements and
rights, make dedications, agree to restrictions and record maps affecting the
Office Building Project as Landlord may deem necessary or desirable, so long as
such easements, rights, dedications, restrictions and maps do not unreasonably
interfere with the use of the Premises by Tenant. Tenant shall sign any of the
aforementioned documents upon request of Landlord and failure to do so shall
constitute a material default of this Lease by Tenant without the need for
further notice to Tenant.

                                       22
<PAGE>



41.2 The obstruction of Tenant's view, air, or light by any structure erected in
the vicinity of the Building, whether by Landlord or third parties, shall in no
way affect this Lease or impose any liability upon Landlord.

42. Performance. If at any time a dispute shall arise as to any amount or sum of
money to be paid by one party to the other under the provisions hereof, the
party against whom the obligation to pay the money is asserted shall have the
right to make payment "under protest" and such payment shall not be regarded as
a voluntary payment, and there shall survive the right on the part of said party
to institute suit for recovery of such sum. If it shall be adjudged that there
was no legal obligation on the part of said party to pay such sum or any part
thereof, said party shall be entitled to recover such sum or so much thereof as
it was not legally required to pay under the provisions of this Lease.

43. Authority. If Tenant is a corporation, trust, limited liability company or
general or limited partnership, Tenant, and each individual executing this Lease
on behalf of such entity represent and warrant that such individual is duly
authorized to execute and deliver this Lease on behalf of said entity and shall,
within thirty (30) days after execution of this Lease, deliver to Landlord
evidence of such authority satisfactory to Landlord.

44. Conflict. Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the typewritten or handwritten provisions, if any, shall be
controlled by the typewritten or handwritten provisions.

45. No Offer. Preparation of this Lease by Landlord or Landlord's agent and
submission of same to Tenant shall not be deemed an offer to Tenant to lease.
This Lease shall become binding upon Landlord and Tenant only when fully
executed by both parties.

46. Lender Modification. Tenant agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project, provided such modifications do not increase Tenant's financial
obligations under this Lease, or otherwise materially and adversely affect
Tenant.

47. Multiple Parties. If more than one person or entity is named as either
Landlord or Tenant herein, except as otherwise expressly provided herein, the
obligations of the Landlord or Tenant herein shall be the joint and several
responsibility of all persons or entities named herein as such Landlord or
Tenant, respectively.

48. ERISA Representation. If Landlord is an ERISA Party (see paragraph 1.16),
Tenant represents and warrants that it is not a "party in interest," as that
term is defined in Section 3(14) of ERISA, as to Landlord.

49. HAZARDOUS MATERIAL. Tenant shall not cause or permit any Hazardous Material
(as hereinafter defined) to be brought upon, kept or used in or about the
Premises by Tenant, its agents, employees, contractors or invitees, without the
prior written consent of Landlord, which consent may be granted or withheld in
Landlord's sole discretion. For the purpose of this Lease, "Hazardous Material"
shall include oil, flammable explosives, asbestos, urea formaldehyde,
radioactive materials or waste, or other hazardous, toxic, contaminated or
polluting materials, substances or wastes, including, without limitation, any
"hazardous substances," "hazardous wastes," "hazardous materials" or "toxic
substances" as such terms are defined in the Resource Conservation and Recovery
Act and the Comprehensive Environmental Response, Compensation and Liability
Act, and in any other law, ordinance, rule, regulation or order promulgated by
the federal or state government, or any other governmental entity having
jurisdiction over the Office Building Project or the parties to this Lease. If
Tenant breaches the obligations set forth in this paragraph, or if the presence
of Hazardous Material in the Premises or at the Office Building Project caused
or permitted by Tenant (whether or not Landlord has given its consent to the
presence of such Hazardous Material in the Premises) results in contamination of
the Premises or any other part of the Office Building Project, or if
contamination of the Office Building Project by Hazardous Material otherwise
occurs for which Tenant is legally liable, then Tenant shall indemnify, defend
and hold Landlord harmless from any and all claims, judgments damages,
penalties, fines, assessments, costs, liabilities or losses, including, without
limitation, diminution in value of the Office Building Project, damages for the
loss or restriction on use of rentable or useable space or floor area in or of
any amenity of the Office Building Project, damages arising from any adverse
impact on leasing space in the Office Building Project, sums paid in settlement
of claims, and any attorneys' fees, consultant fees and expert fees which arise
during or after the term of this Lease as a result of such contamination. This
indemnification of Landlord by Tenant shall survive expiration or termination of
this Lease and includes, without limitation, costs incurred in connection with
any investigation of site conditions or any cleanup, remedial, removal or
restoration work required by any federal, state or local governmental agency or
political subdivision because of Hazardous Material xxxxxxxxx xxxxxxxxx xxxxx
xxxx.

                                       23
<PAGE>





Material caused or permitted by Tenant or its agents, employees, contractors or
invitees, results in any contamination of the Office Building Project, Tenant
shall promptly take all actions, at its sole expense, as are necessary to return
the Office Building Project to the condition existing prior to the introduction
of any such Hazardous Material, provided that Landlord's approval, and that of
any ground lessor or mortgagee of Landlord, of such actions shall first be
obtained, which approval shall not be unreasonably withheld so long as such
actions would not potentially have any material adverse long-term or short-term
effects on the Office Building Project. Tenant shall promptly notify Landlord of
any such contamination.

50. Attachments. Attached hereto are the following documents which constitute a
part of this Lease.

       EXHIBIT A: Floor Plan.

       EXHIBIT B: Rules And Regulations.

       EXHIBIT C. Work Letter (if applicable).

       EXHIBIT D. Disclosure and Waiver Relating to Confession of Judgement and
Execution Proceedings.

51. Liability of Landlord. The liability of Landlord and all officers,
directors, shareholders, partners, members and employees of Landlord to Tenant
for any default by Landlord under the terms of this Lease shall be limited to
the interest of Landlord in the Office Building Project, and Landlord or any
officer, director, shareholder, partner, member or employee of Landlord shall
not be personally liable for any deficiency.

52. Early Termination Option. Landlord grants Tenant an option to terminate this
Lease effective on the last day of each of the 36th month following the
Commencement Date and the 48th month following the Commencement Date (each, a
"Early Termination Date"). Tenant shall give Landlord not less than one hundred
fifty (150) days prior written notice of its desire to terminate the Lease,
which notice shall contain a reasonable explanation that the Premises are no
longer sufficient for its business at the time. In addition, Tenant shall pay
Landlord not less than sixty (60) days prior to the Early Termination Date the
applicable Early Termination Payment set forth below, which amount is comprised
of the approximate value of unamortized tenant improvements and leasing
commissions, together with an early termination fee. Tenant's right to terminate
this Lease as provided in this Section 52 shall be exercisable only if at the
time of the exercise of such termination right and upon the Early Termination
Date, there shall have occurred and be continuing no event of default by Tenant
of any of its obligations under this Lease.

         Notwithstanding the amount of the Early Termination Payment set forth
below, Tenant shall pay the "Reduced Early Termination Fee" set forth below, if
prior to the exercise of the Early Termination Option Tenant seeks to expand
within the Office Building Project and Landlord cannot accommodate Tenant's
Expansion Requirements (defined below). The term "Tenant's Expansion
Requirements" shall mean that Tenant desires to expand or relocate within the
Office Building Project to a space at least 10,000 square feet greater than the
Premises at a base rent equal to the then fair market value of similar space in
the Philadelphia, Pennsylvania area for a term of five (5) years from the date
of such request and substantially upon the other terms and conditions set forth
in this Lease. If Landlord can accommodate Tenant's request, then Landlord and
Tenant shall negotiate in good faith to execute a lease for the expanded space,
or if Tenant and Landlord do not enter into such lease, then the Early
Termination Fee (not the Reduced Early Termination Fee) shall apply.

 Early Termination Date   Early Termination Fee   Reduced Early Terminmation Fee
 ----------------------   ---------------------   ------------------------------
 36 months                $87,500                 $80,000
 48 months                $45,000                 S40,000



<PAGE>





LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH
PROVISION IN IT AND BY EXECUTING IT, SHOW THEIR INFORMED AND VOLUNTARY CONSENT.
THE PARTIES AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, ITS TERMS ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND
TENANT WITH RESPECT TO THE PREMISES.

This Lease has been prepared for submission to your attorney for approval; no
representation or recommendation is made as to the legal sufficiency, legal
effect, or tax consequences of this Lease or the transaction relating thereto;
the parties shall rely solely upon the advice of their own legal counsel as to
the legal and tax consequences of this issue.


LANDLORD:                     K/B Fund II, a Delaware general partnership
                              By:  K/B Opportunity Fund II, L.P.
                                   a Delaware limited partnership,
                                   its general partner
                              By:  KB Opportunity Investors, a California
                                   general partnership
                              By:  Koll Investment Management, Inc. d/b/a/
                                   K/B Realty Advisors, a California corporation
WITNESSES:                    Its: Agent

                              By: /s/ Thomas P. Nowicky
------------------------         ----------------------------------------------
                                   Thomas P. Nowicky
                              Its: Senior Vice President
                                   4343 Von Karman Avenue
                                   Newport Beach, CA 92660



  TENANT:                          AMIABLE TECHNOLOGIES, INC.


                              By: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                  ---------------------------------------------
  ATTEST:
                                  Title: President
--------------------------              ---------------------------------------
  (Assistant) Secretary



<PAGE>

                                   EXHIBIT A


INTERNATIONAL PLAZA II                                         DEMISED AREA PLAN
--------------------------------------------------------------------------------
                                                                     SIXTH FLOOR









                               [GRAPHIC OMITTED]














<PAGE>

                                    EXHIBIT B

                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE



By and Between: K/B Fund II and Amiable Technologies, Inc.

                                  GENERAL RULES


1.   Tenant shall not suffer or permit the obstruction of any Common Areas,
     including driveways, walkways and stairways.

2.   Landlord reserves the right to refuse access to any persons Landlord in
     good faith judges to be a threat to the safety, reputation, or property of
     the Office Building Project and its occupants.

3.   Tenant shall not make or permit any noise or odors that annoy or interfere
     with other lessees or persons having business within the Office Building
     Project.

4.   Tenant shall not keep animals or birds within the Office Building Project,
     and shall not bring bicycles, motorcycles, or other vehicles into areas
     not designated as authorized for same.

5.   Tenant shall not make, suffer or permit litter except in appropriate
     receptacles for that purpose.

6.   Tenant shall not alter any lock or install new or additional locks or
     bolts.

7.   Tenant shall be responsible for the inappropriate use of any toilet rooms,
     plumbing or other utilities. No foreign substances of any kind are to be
     inserted therein.

8.   Tenant shall not deface the walls, partitions or other surfaces of the
     premises or Office Building Project.

9.   Tenant shall not suffer or permit any thing in or around the Premises or
     Building that causes excessive vibration or floor loading in any part of
     the Office Building Project.

10.  Furniture, significant freight and equipment shall be moved into or out of
     the building only with the Landlord's knowledge and consent, and subject to
     such reasonable limitations, techniques and timing, as may be designated by
     Landlord. Tenant shall be responsible for any damage to the Office Building
     Project arising from any such activity.

11.  Tenant shall not employ any service or contractor for services or work to
     be performed in the Building, except as approved by Landlord.

12.  Landlord reserves the right to close and lock the Building on Saturdays,
     Sundays and legal holidays, and on other days between the hours of 6:00
     P.M. and 6:00 A.M. of the following day. If Tenant uses the Premises during
     such periods, Tenant shall be responsible for securely locking any doors it
     may have opened for entry.

13.  Tenant shall return all keys at the termination of its tenancy and shall be
     responsible for the cost of replacing any keys that are lost.

14.  No window coverings, shades or awnings shall be installed or used by
     Tenant.

15.  Neither Tenant or any employee or invitee of Tenant shall go upon the roof
     of the Building.

16.  Tenant shall not suffer or permit smoking or carrying of lighted cigar or
     cigarettes in areas reasonably designated by Landlord or by applicable
     governmental agencies as non-smoking areas.

17.  Tenant shall not use any method of heating or air conditioning other than
     as provided by Landlord.


<PAGE>


18.  Tenant shall not install, maintain or operate any vending machines upon the
     Premises without Landlord's written consent.

19.  The Premises shall not be used for lodging or manufacturing, cooking or
     food preparation.

20.  Tenant shall comply with all safety, fire protection and evacuation
     regulations established by Landlord or any applicable governmental agency.

21.  Landlord reserves the right to waive any one of these rules or regulations,
     and/or as to any particular lessee, and any such waiver shall not
     constitute a waiver of any other rule or regulation or any subsequent
     application thereof to such Tenant.

22.  Tenant assumes all risks from theft or vandalism and agrees to keep its
     Premises locked as may be required.

23.  Landlord reserves the right to make such other reasonable rules and
     regulations as it may from time to time deem necessary for the appropriate
     operation and safety of the Office Building Project and its occupants.
     Tenant agrees to abide by such rules and regulations as well as these rules
     and regulations. Landlord shall enforce all rules and regulations in a
     non-discriminatory manner.


<PAGE>

                                  PARKING RULES

1.   Parking areas shall be used only for parking vehicles no longer than full
     size passenger automobiles herein called "Permitted Size Vehicles."
     Vehicles other than Permitted Size Vehicles are herein referred to as
     "Oversized Vehicles."

2.   Tenant shall not permit or allow any vehicles that belong to or are
     controlled by Tenant or Tenant's employees, suppliers, shippers, customers,
     or invitees to be loaded, unloaded, or parked in areas other than those
     designated by Landlord for such activities.

3.   Parking stickers or identification devices shall be the property of
     Landlord and be returned to Landlord by the holder thereof upon termination
     of the holder's parking privileges. Tenant will pay such replacement charge
     as is reasonably established by Landlord for the loss of such devices.

4.   Landlord reserves the right to refuse the sale of monthly identification
     devices to any person or entity that willfully refuses to comply with the
     applicable rules, regulations, laws and/or agreements.

5.   Landlord reserves the right to relocate all or a part of parking spaces
     from floor to floor within one floor, and/or to reasonably adjacent offsite
     location(s), and to reasonably allocate them between compact and standard
     size spaces, as long as the same complies with applicable laws, ordinances
     and regulations.

6.   Users of the parking area will obey all posted signs and park only in the
     areas designated for vehicle parking.

7.   Unless otherwise instructed, every person using the parking area is
     required to park and lock his own vehicle. Landlord will not be responsible
     for any damage to vehicles, injury to persons or loss of property, all of
     which risks are assumed by the party using the parking area.

8.   Validation, if established, will be permissible only by such method or
     methods as Landlord and/or its licensee may establish at rates generally
     applicable to visitor parking.

9.   The maintenance, washing, waxing or cleaning of vehicles in the parking
     structure or Common Areas is prohibited.

10.  Tenant shall be responsible for seeing that all its employees, agents and
     invitees comply with the applicable parking rules, regulations, laws and
     agreements.

11.  Landlord reserves the right to modify these rules and/or adopt such other
     reasonable and non-discriminatory rules and regulations as it may deem
     necessary for the proper operation of the parking area.

12.  Such parking use as is herein provided is intended merely as a license only
     and no bailment is intended or shall be created hereby. Landlord shall
     enforce all parking rules and regulations in a non-discriminatory manner.

<PAGE>


                                    EXHIBIT C

                      WORK LETTER TO STANDARD OFFICE LEASE


         Landlord, at Landlord's expense, shall construct and complete the
improvements ("Improvements") to the Premises for Tenant's occupancy thereof as
set forth below. Landlord shall perform the work necessary to complete the
Improvements in a good and workmanlike manner. No variations or additions to the
Improvements may be made without the prior written consent of Landlord, which
consent shall not be unreasonably withheld, provided that no variations or
additions shall be made except pursuant to a written change order under which
Tenant shall pay any increased costs associated therewith, and landlord shall
not be held liable in any manner for delays resulting from any such variations
or additions. To the extent practicable, all work in connection with the
Improvements shall be performed after 5:00 p.m. on weekdays and on Saturday and
Sunday.

         The Improvements shall consist of painting and carpeting of the
Premises. All Improvements shall be constructed in accordance with the
Landlord's standard specifications.



<PAGE>

                                    EXHIBIT D

                        Disclosure and waiver relating to
                Confession of Judgment and Execution Proceedings



Tenant:     Amiable Technologies, Inc.

Landlord:   K/B Fund II, a Delaware general partnership

Premises:   24,100 square feet known as Suite 600
            Scott Way, Tinicum Township
            Delaware County, Pennsylvania

Lease:      Lease dated December ____, 1997, between Landlord and Tenant for the
            Premises

================================================================================


Tenant is executing the above referenced Lease on the date set forth below.

A. TENANT ACKNOWLEDGES AND UNDERSTANDS THAT THE LEASE CONTAINS PROVISIONS UNDER
WHICH LANDLORD MAY ENTER JUDGMENT BY CONFESSION AGAINST THE TENANT. BEING FULLY
AWARE OF TENANT'S RIGHT TO PRIOR NOTICE AND A HEARING IN CONNECTION WITH THE
JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST THE TENANT BY LANDLORD
THEREUNDER BEFORE JUDGMENT IS ENTERED, THE TENANT HEREBY VOLUNTARILY, KNOWINGLY
AND INTELLIGENTLY WAIVES ALL SUCH RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO
LANDLORD'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS
THEREOF.

B. THE TENANT ALSO ACKNOWLEDGES AND UNDERSTANDS THAT THE LEASE AND APPLICABLE
PENNSYLVANIA LAWS PERMIT AND AUTHORIZE THE LANDLORD, AFTER ENTRY OF JUDGMENT BY
CONFESSION AND WITHOUT EITHER NOTICE OR A HEARING, TO FORECLOSE UPON AND TAKE
POSSESSION OF THE PREMISES. BEING FULLY AWARE OF TENANT'S DUE PROCESS RIGHTS TO
PRE-DEPRIVATION NOTICE AND AN OPPORTUNITY FOR A HEARING, THE TENANT HEREBY (1)
VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ALL PRE-DEPRIVATION NOTICE AND
HEARING RIGHTS RELATIVE TO ANY PROCEEDINGS BY LANDLORD TO EXECUTE ON ANY
JUDGMENT ENTERED BY CONFESSION UNDER THE LEASE AND (2) EXPRESSLY AGREES AND
CONSENTS TO LANDLORD'S TAKING ALL SUCH ACTIONS AS MAY BE PERMITTED UNDER
APPLICABLE STATE AND FEDERAL LAW WITHOUT SUCH PRE-DEPRIVATION NOTICE TO THE
TENANT AND WITHOUT AN OPPORTUNITY FOR A HEARING.



<PAGE>


C. THE TENANT HEREBY REPRESENTS, WARRANTS AND CERTIFIED TO LANDLORD THAT: (1)
TENANT IS REPRESENTED BY COUNSEL OR HAD THE ABILITY TO HAVE COUNSEL PRESENT AND
AGREES TO AND UNDERSTANDS THE ABOVE TERMS EXPLICITLY; (2) TENANT'S ANNUAL INCOME
EXCEEDS $10,000; AND (3) TENANT HAS RECEIVED A COPY OF THIS DISCLOSURE AND
WAIVER AT THE TIME OF EXECUTION.


                                                    AMIABLE TECHNOLOGIES, INC.


                                                    By: /s/ Jim Z. Chang
                                                        -----------------
                                                        Jim Z. Chang


                                                    Date of Execution:

                                                        December 5, 1997


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INTERNATIONAL PLAZA II                                         DEMISED AREA PLAN
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