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                                                                   EXHIBIT 10.17


                                 LEASE AGREEMENT
                     PROJECT: CARDINAL TECHNOLOGY CENTER II




   I. DEFINITIONS AND BASIC PROVISIONS.

         A. Date of Lease:

         B. "Landlord": Cardinal Technology Center II, Inc., a Texas
            corporation

         C. Address: c/o Kennedy Associates Real Estate Counsel, Inc.
            1215 4th Avenue, Suite 2400
            Seattle, Washington 98161

         D. "Tenant": Advance Paradigm, Inc.

         E. Address: 1703 N. Plano Road
                     Richardson, Texas 75081

         F. "Building": The structure commonly known as 1703 N. Plano Road and
which is located on the tract of land (the "Land") described by on EXHIBIT "B"
attached hereto and made a part hereof for all purposes.

         G. "Area One": That certain 25,122 square feet of rentable area
contained within the Building and as outlined and hatched on the plan attached
hereto as EXHIBIT "A-1" and made a part hereof for all purposes.

         H. "Area Two": That certain 23190 square feet of rentable area
contained within the Building and as outlined and hatched on the plan attached
hereto as EXHIBIT "A-2" and made a part hereof for all purposes.

         I. "Premises" shall mean Area One (the "Rentable Area in the
Premises"). From and after the Area Two Commencement Date (as hereinafter
defined), the term Premises and Rentable Area in the Premises shall include Area
Two and, for all purposes thereafter, the "Premises" shall be comprised of Area
One and Area Two. The Premises and Rentable Area in the Premises shall be
stipulated for all purposes thereafter to contain 48,312 square feet of rentable
area.

         J. "Project": The Building, the parking facilities, and other
structures, improvements, landscaping, fixtures, appurtenances and other common
areas now or hereafter, constructed or erected on the Land.

         K. "Rentable Area in the Project" shall be 142,356 square feet of
rentable area unless modified as provided herein.

         L. "Tenant's Proportionate Share" shall be seventeen and 65/100 percent
(17.65%), which is the ratio between the Rentable Area in the Premises and the
Rentable Area in the Project. From and after the Area Two Commencement Date,
Tenant's Proportionate Share shall be thirty three and 94/100 percent (33.94%).
If the Rentable Area in the Premises and/or the Rentable Area in the Project
changes, Tenant's Proportionate Share shall be adjusted effective as of the date
of such change.

         M. "Commencement Date": November 2, 2000, or the date upon which Tenant
occupies Area One with the prior written consent of Landlord, whichever shall
first occur. Upon request of either party hereto, Landlord and Tenant agree to
execute and deliver a written declaration in recordable form expressing the
Commencement Date hereof.

         N. "Area Two Commencement Date": November 1, 2001 or the date upon
which Tenant occupies Area Two with the prior written consent of Landlord,
whichever shall first occur. Upon request of either party hereto, Landlord and
Tenant agree to execute and deliver a written declaration in recordable form
expressing the Area Two Commencement Date hereof.

         O. "Term": Commencing on the Commencement Date and ending one hundred
twenty (120) months after the Area Two Commencement Date, plus any partial
calendar month following the Commencement Date, unless sooner terminated as
provided herein.

         P. "Base Rental": 31,925.88 per month. From and after the Area Two
Commencement Date, Base Rental shall be $61,396.50 for the next sixty (60)
months of the Term of this Lease; then $66,429.00 per month for the remainder of
the Term of this Lease; each such monthly installment shall be due and payable
on the first day of each calendar month, in advance, without demand, deduction
or setoff whatsoever.

         Q. "Prepaid Rental": $31,995.88 to be applied to the first accruing
monthly installments of rental.

         R. "Security Deposit": $0.00

         S. "Permitted Use": The Premises shall be used only for general office
purposes in connection with Tenant's business operation and for such other
lawful purposes as may be incidental thereto.

         T. "Common Area": That part of the Project designated by Landlord from
time to time for the common use of all tenants, including among other
facilities, sidewalks, service corridors, curbs, truckways, loading areas,
private streets and alleys, lighting facilities, delivery passages, parking
areas, decks and other parking facilities, landscaping and other common
facilities.

         U. "Broker". The Staubach Company

         V. "Operating Expense Stop" shall mean $2.50 per square foot multiplied
by the Rentable Area in the Premises.

         Each of the foregoing definitions and basic provisions shall be
construed in conjunction with the references thereto contained in the other
provisions of this Lease and shall be limited by such other provisions. Each
reference in this Lease to any of the foregoing definitions and basic provisions
shall be construed to incorporate each term set forth above under such
definition or provision.

     2. GRANTING CLAUSE. In consideration of the obligations of Tenant to pay
rent as herein provided and in consideration of the other terms, covenants and
conditions hereof, Landlord hereby demises and leases to Tenant, and Tenant
hereby leases from Landlord, the Premises as described above, to have and to
hold such premises for the Term of the Lease, all upon the terms and conditions
set forth in this Lease.

     3. BASE RENTAL. As rental for the lease and use of the Premises, Tenant
will pay Landlord or Landlord's assigns, without demand and without deduction,
abatement or setoff (except as otherwise expressly provided for herein in
Paragraph 17 hereof and Paragraph 19 hereof), the Base Rental in the manner
specified in Paragraph 1.P hereof, in lawful money of the United States. If the
Term of this Lease does not commence on the first day of a calendar month,
Tenant shall pay to Landlord in advance a pro rata part of such sum as rental
for such first partial month. Tenant shall not pay any installment of rental
more than one (1) month in advance. All past due installments of rental or other
payment specified in this Lease shall bear interest at the highest lawful rate
per annum from the date due until paid. In addition, Tenant shall pay Landlord
upon demand a late charge in an amount equal to five percent (5%) of any
installments of rental or other payments specified herein if not paid within
five (5) days of the date when due and payable.



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         If Tenant fails to timely pay two (2) consecutive installments of Base
Rental, any other payment specified herein, or any combination thereof, Landlord
may require Tenant to pay (in addition to any interest) Base Rental and other
payments specified herein (as estimated by Landlord, if necessary) quarterly in
advance, and, in such event, all future payments shall be made on or before the
due date in cash or by cashier's check or money order, and the delivery of
Tenant's personal or corporate check shall no longer constitute payment thereof.
Any acceptance of Tenant's personal or corporate check thereafter by Landlord
shall not be construed as a waiver of the requirement that such payments be made
in cash or by cashier's check or money order. Any amount so estimated by
Landlord and paid by Tenant shall be adjusted promptly after actual figures
become available and paid or credited to Landlord or Tenant, as the case may be.

     4. ADDITIONAL RENTAL AND OPERATING EXPENSES.

         4.1 The term "Operating Expenses" shall mean all reasonable and
necessary expenses, costs and disbursements of every kind and nature which
Landlord shall pay or become obligated to pay because of or in connection with
the ownership, operation, maintenance, repair, replacement, protection and
security of the Project, determined on an accrual basis or cash method (at
Landlord's option), including, without limitation the following:

         (a) Salaries and wages of all employees engaged in the operation,
maintenance and security of the Project, including taxes, insurance and benefits
(including pension, retirement and fringe benefits) relating thereto;

         (b) Cost of supplies and materials used in the operation, maintenance
and security of the Project;

         (c) Cost of all utility service (including water, power and sewage
service) supplied to the Project, with the sole exception of utility services
supplied to tenants of the Project at their respective premises and directly
paid for by such tenants;

         (d) Cost of all maintenance, repair and replacement of, and any service
agreements for the Project and the equipment therein, including, without
limitation, any of the following (if provided): parking facilities, landscaping,
fire protection, sprinklers, trash removal, window cleaning, and elevator
maintenance;

         (e) Cost of all insurance relating to the Project, including the cost
of casualty, rental and liability insurance applicable to the Project and
Landlord's personal property used in connection therewith;

         (f) All taxes, assessments and governmental charges (foreseen or
unforeseen, general or special, ordinary or extraordinary) whether federal,
state, county or municipal and whether they be levied by taxing districts or
authorities presently taxing the Project or by others subsequently created or
otherwise, and any other taxes and assessments attributable to the Project or
its operation, and all taxes of whatsoever nature that are imposed in
substitution for or in lieu of any of the taxes, assessments or other charges
herein defined (collectively, the "Taxes"); provided, however, that Operating
Expenses shall not include taxes paid by tenants of the Project as a separate
charge on the value of their leasehold improvements, death taxes, excess profits
taxes, franchise taxes and state and federal income taxes;

         (g) Cost of repairs and general maintenance and reasonable depreciation
charges applicable to all equipment used in repairing and maintaining the
Project, but specifically excluding repairs and general maintenance paid by
proceeds of insurance or by Tenant or by other third parties;

         (h) Cost of improvement items, including installation thereof, which
are acquired primarily for the purpose of reducing Operating Expenses and/or
complying with laws, ordinances or regulations of governmental authorities or
agencies having jurisdiction over the Project;

         (i) Cost of repair and maintenance of the landscape and parking areas
and periodic painting of the building exterior; and

         (j) Reasonable management fees paid by Landlord to third parties or to
management companies owned by, or management divisions of, Landlord.

     To the extent that any Operating Expenses are attributable to the Project
and other projects of Landlord, a fair and reasonable allocation of such
Operating Expenses shall be made between the Project and such other projects.

     Notwithstanding anything seemingly to the contrary contained herein,
Operating Expenses shall not include the following:

                  (i)      Depreciation;

                  (ii)     Interest and principal payments on mortgage and other
                           non-operating debts of Landlord;

                  (iii)    Allowances or other costs (including the cost of
                           plans, permits and licenses) incurred with respect to
                           the installation of tenant improvements made for
                           other tenants in the Project or in renovating or
                           otherwise improving, decorating, painting or
                           redecorating vacant space for tenants or other
                           occupants of the Project;

                  (iv)     Real estate commissions, legal fees, tenant
                           incentives, marketing and advertising expenses and
                           other costs incurred by Landlord in leasing or
                           attempting to lease the Project; and

                  (v)      Executive salaries or the salaries of non-management
                           employees, except to the extent of actual time
                           expended at or on behalf of the Project by such
                           non-management employees.

         4.2 For purposes hereof, "Tenant's Share of Operating Expenses" shall
mean Tenant's Proportionate Share of Operating Expenses minus the Operating
Expense Stop. Landlord shall have the right to estimate the amount of Tenant's
Share of Operating Expenses which will be incurred with respect to each calendar
year during the Term of this Lease, Tenant shall pay to Landlord monthly on the
first day of each calendar month during such calendar year in question, as
additional rental, an amount equal to one-twelfth (1/12th) of the estimated
amount of Tenant's Share of Operating Expenses. Until such time as an estimate
of Operating Expenses with respect to any particular calendar year is delivered
to Tenant, Tenant shall pay to Landlord, on the first day of January and the
first day of each calendar month thereafter during such calendar year in
question the amount of such additional rental which shall have been payable by
Tenant under this paragraph with respect to the month of December immediately
preceding such calendar year. Thereafter, at such time as the estimate of
Operating Expenses with respect to such calendar year is delivered to Tenant,
Tenant shall pay to Landlord within ten (10) days following receipt of such
estimate the amount by which (i) the product of one-twelfth (1/12th) of the
amount of such estimate multiplied by the number of calendar months in such
calendar year which shall have wholly or partially expired exceeds (ii) the
amount of such additional rental which shall have been theretofore paid under
this paragraph with respect to such calendar months. Landlord agrees to provide
to Tenant a statement of the Operating Expenses incurred with respect to each
calendar year on or about ninety (90) days (or as soon thereafter as reasonably
possible) following the end of such respective calendar year. If Tenant's Share
of Operating Expenses actually incurred with respect to any calendar year
exceeds the estimate of Tenant's Share of Operating Expenses theretofore paid by
Tenant for such calendar year, then Tenant shall pay to Landlord the amount of
such excess within ten (10) days following receipt of notice from Landlord
setting forth Tenant's Share of Operating Expenses for the calendar year in
question. If Tenant's Share of Operating Expenses with respect to any calendar
year is less than the estimate of Tenant's Share of Operating Expenses
theretofore paid by Tenant for such calendar year, then Landlord shall credit
the difference to Tenant against the next due installments of the estimated
amount of Tenant's Share of Operating Expenses. In no event shall Tenant ever be
entitled to a credit with respect to any calendar year in excess of the
additional rental payments made under this paragraph with respect to such
calendar year. If the Commencement Date of this Lease is not the first day of a
calendar year or the expiration or termination date of this Lease is not the
last day of a calendar year, then Tenant's Share of Operating Expenses with



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respect to such calendar year shall be prorated. The provisions of this
paragraph shall survive. the expiration or earlier termination of this Lease.

         4.3 Notwithstanding any other provision herein to the contrary, it is
agreed that if the Project is not fully occupied during any calendar year, then
an adjustment shall be made in computing the Operating Expenses for such
calendar year so that the Operating Expenses are computed as though the Project
had been fully occupied during such calendar year.

         4.4 Landlord agrees to keep books and records reflecting the Operating
Expenses. Tenant, at its expense, shall have the right, within six (6) months
after receiving Landlord's statement of Operating Expenses for a particular
calendar year, to audit Landlord's books and records respectively relating to
Operating Expenses for such calendar year; or, at Landlord's sole option,
Landlord may provide such audit prepared by a certified public accountant
selected by Landlord. If within such six (6) month period Tenant does not give
Landlord written notice stating in reasonable detail any objection to the
statement of Operating Expenses, Tenant shall be deemed to have approved such
statement in all respects.

         4.5 Should Tenant desire any additional services beyond those which
Landlord is expressly obligated to provide pursuant to this Lease or should
Tenant desire rendition of any of such services outside the normal times of
Landlord for providing such service, Landlord may (at Landlord's option), upon
reasonable advance notice from Tenant to Landlord, furnish such services, and
Tenant agrees to pay Landlord such charges as may be agreed on between Landlord
and Tenant, but in no event at a charge less than Landlord's actual cost plus
overhead for the additional services provided.

     5. TAXES.

         5.1 Tenant shall be liable for the timely payment of all taxes levied
or assessed against personal property, furniture or fixtures or equipment placed
by Tenant in the Premises. If any such taxes for which Tenant is liable are
levied or assessed against Landlord or Landlord's property and if Landlord
elects to pay the same, or if the assessed value of Landlord's property is
increased by inclusion of personal property, furniture or fixtures or equipment
placed by Tenant in the Premises, and Landlord elects to pay the taxes based on
such increase, Tenant shall pay to Landlord upon demand that part of such taxes
for which Tenant is liable hereunder.

         5.2 If at any time during the Term of this Lease, a tax or excise on
rental, a sales tax or other tax however described (except any inheritance,
estate, gift, income or excess profit tax imposed upon Landlord) is levied or
assessed against Landlord by any taxing authority having jurisdiction on account
of Landlord's interest in this Lease, or the rentals or other charges payable
hereunder, as a substitute in whole or in part for, or in addition to, the taxes
described elsewhere in this paragraph, Tenant shall pay to Landlord as
additional rental upon demand the amount of such tax or excise. In the event
that any such tax or excise is levied or assessed directly against Tenant,
Tenant shall pay the same at such times and in such manner as such taxing
authority shall require.

     6. PREPAID RENTAL AND SECURITY DEPOSIT. Landlord acknowledges receipt from
Tenant of the sum stated in Paragraph l.Q hereof to be applied to the first
accruing monthly installments of rental.

     7. ACCEPTANCE OF PREMISES. Taking possession of the Premises by Tenant
shall be conclusive evidence that Tenant: (a) accepts the Premises as suitable
for the purposes for which they are leased; (b) accepts the Building and every
part and appurtenance thereof as being in a good and satisfactory condition; and
(c) waives any defects (other than latent defects in equipment servicing or
directly affecting the occupancy of the Premises, except such equipment which is
installed by Tenant or by others at Tenant's direction or request) in the
Premises or the Building, except for the completion of those items, if any, on
Landlord's punch list. By taking possession of the Premises, Tenant, to the full
extent permitted by law, waives any and all warranties, express or implied,
currently existing or hereinafter created, relating to the condition of the
Premises, including, without limitation, any warranty of suitability or fitness
for a particular purpose. Landlord shall not be liable, except for gross
negligence or willful misconduct, to Tenant or any of its agents, employees,
licensees, servants, or invitees for any injury or damage to person or property
due to the condition or design of or any defect in the Project or its mechanical
system and equipment which may exist or occur, and Tenant, for itself and its
agents, employees, licensees, servants, and invitees, expressly assumes all
risks of injury or damage to person or property, either proximate or remote,
resulting from the condition of the Premises or the Project.

     8. USE OF PREMISES. The Premises shall be used and occupied only for the
Permitted Use stated in Paragraph l.S hereof and not otherwise. Notwithstanding
the foregoing, without Landlord's prior written consent, Tenant shall not
receive, store or otherwise handle any product, material or merchandise which is
explosive, or highly inflammable or hazardous. Tenant will conduct its business
and control its agents in such a manner that such use of the Premises will not
create any nuisance or interfere with, annoy or disturb other tenants of the
Project, if any there are. Tenant shall, at its own expense, obtain any and all
governmental licenses and permits necessary for its use.

     9. REPAIR AND MAINTENANCE.

         9.1 Landlord shall, at it sole cost and expense, maintain and make
necessary repairs of damage to the roof, foundation, and the structural
soundness of the exterior walls (excluding all windows, window glass, plate
glass, and all doors). Subject to the provisions of Paragraph 4 of the Lease,
Landlord shall further maintain the Common Areas. Tenant shall give immediate
written notice to Landlord of the need for maintenance, repairs or corrections.
Landlord shall not be required to make any improvements, replacements or repairs
of any kind or character to the Premises except as expressly set forth in this
section. In addition to the provisions of Paragraph 4 above, it is expressly
understood that Tenant shall pay for any damage to the roof, foundation or to
the structural soundness of exterior walls, which is caused by the act of
Tenant, or of Tenant's employees, agents or invitees, or which is caused by
Tenant's default hereunder.

         9.2 Tenant shall, at its own risk and expense, maintain all other parts
of the Premises in good repair and condition (including all necessary
replacements), including, but not limited to, all fixtures installed by Tenant,
walls, carpeting and other floor covering, plumbing, windows, window glass,
plate glass, doors, heating, ventilation and air conditioning systems (the "HVAC
Systems"), fire protection sprinkler system, downspouts, dock bumpers and other
electrical, mechanical, and electromotive installation, equipment, and fixtures
and also including trash removal, all utility repairs in ducts, conduits, pipes
and wiring, and any sewer stoppage located in, under, and above the Premises.
Tenant shall take good care of all leasehold improvements and its fixtures, and
suffer no waste. Tenant shall be responsible for all pest control and
extermination. Should Tenant neglect to keep and maintain the Premises, then
Landlord shall have the right, but not the obligation, to have the work done and
any reasonable costs therefor shall be charged to Tenant as additional rental
and shall become payable by Tenant with the payment of the rental next due and
shall bear interest thereon at the maximum rate allowable from the date of
demand until paid. At the termination of this Lease, Tenant shall deliver the
Premises "broom clean" in the same good order and condition as existed at the
Commencement Date ordinary wear and tear excepted.

         Throughout the Term of the Lease, Tenant shall contract with a
qualified and properly insured contractor to service and maintain the HVAC
Systems on a regularly scheduled basis, but not less than once every three (3)
months. Such service shall include, but not be limited to, cleaning of the coil
and condenser units on each unit; checking the electrical connections, the oil
and refrigerant



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for leaks, the safety device, the blower [ILLEGIBLE] for wear, tension and
alignment, the expansion value, coil temperature, and condensate drain; and
maintaining the lubrication and addition of Freon. Tenant shall secure, at its
sole cost and expense, and shall provide Landlord with a copy of the service
contract, providing for the maintenance as described in above, within sixty (60)
days following the Commencement Date of this Lease, and thereafter, Tenant shall
renew such service contract to Landlord prior to expiration of the then existing
service contract. Landlord acknowledges that Tenant may use its maintenance
staff to perform the services required herein, provided that a verifiable record
of such service is kept by Tenant.

         9.3 Tenant agrees it shall not locate or install or cause to be located
or installed in the Common Area any bike racks, newspaper holder stands, vending
machines of any kind, mailboxes, telephone booths, mobile homes, fences, or any
other device of a similar nature which would impede or obstruct the Common Area.
Tenant further agrees to keep said sidewalk and service area swept and free from
trash, rubbish, garbage and other refuse, and additionally to maintain in a neat
and clean condition that area to the rear of the Premises designated as the
garbage or refuse collection area for the use of Tenant.

     10. ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.

         10.1 Tenant shall not create any openings in the roof or exterior
walls, or make any alterations, additions, or improvements to the Premises or
install any structures or equipment on the roof of the Building or any portion
of the Common Area without the prior written consent of Landlord. Tenant
expressly agrees to indemnify Landlord for any and all damages resulting from or
caused by Tenant penetrating the roof or exterior walls of the Premises. Tenant
shall have the right to erect or install shelves, bins and machinery, provided
that Tenant complies with all applicable governmental laws, ordinances, and
regulations. Tenant shall have the right to remove at the termination of this
Lease, such items so installed by Tenant, provided Tenant is not then in
default; however, Tenant shall, prior to the termination of this Lease, repair
any damage caused by such removal and, if requested by Landlord, offer Landlord
(prior to such removal) sufficient security to insure Landlord that the proper
repairs will be made.

         All alterations, additions or improvements made by Tenant (including,
without limitation, HVAC Systems, offices and improvements in and pertaining to
such offices, partitions, floor coverings, etc.), together with such other
property as Tenant leaves in or on the Premises at the termination of this
Lease, shall become the property of Landlord at the termination of this Lease;
however, Tenant shall promptly remove, if Landlord so elects, any or all
alterations, additions, and improvements specified by Landlord, and any other
property placed in the Premises by Tenant, and Tenant shall repair any damage
caused by such removal. The provisions of this paragraph shall survive the
expiration or earlier termination of this Lease.

         10.3 Landlord retains the exclusive right to make additions, changes or
improvements, whether structural or otherwise, in and about the Building, or any
part thereof, and for such purposes to enter upon the Premises, and, during the
continuance of any of said work, to temporarily close doors, entryways, public
space and corridors in the Building, to interrupt or temporarily suspend
Building services and facilities, and to change the arrangement and location of
entrances or passageways, doors and doorways, corridors, elevators, stairs,
toilets, or other public parts of the Building, all without abatement of rent or
affecting any of Tenant's obligations hereunder, so long as the Premises are
reasonably accessible.

         Notwithstanding anything contained herein to the contrary, Landlord
agrees to install, at Landlord's sole cost and expense and in a manner
determined at Landlord's sole discretion, one hundred eleven (111) covered
parking spaces in such location as depicted in the attached "EXHIBIT "I",
sixty-two (62) such spaces to be installed on or before the Area One
Commencement Date and the remaining forty-nine (49) to be installed on or before
the Area Two Commencement Date.

     11. SIGNS. Tenant shall not, without Landlord's prior written consent (a)
install, alter or replace any exterior lighting, decorations, paintings,
awnings, canopies or the like, or (b) erect, install, alter or replace any
signs, window or door lettering, placards, decorations or advertising media of
any type which can be viewed from the exterior of the Premises. All signs,
lettering, placards, decorations and advertising media shall conform in all
respects to the sign criteria established by Landlord for the Project from time
to time in the exercise of its sole discretion, and shall be subject to the
prior written approval of Landlord, which shall not be unreasonably withheld, as
to construction, method of attachment, size, shape, height, lighting, color and
general appearance. Tenant shall be solely responsible for all costs associated
with the installation and maintenance of such signs. All signs are subject to
applicable laws and deed restrictions and shall conform to any national, local
or municipal ordinance or regulation. All signs shall be kept in good condition
and in proper operating order at all times. At Landlord's option and request,
Tenant shall remove all signs at the termination of this Lease, and shall repair
any damage and close any holes caused by such removal, with such repairs to be
made in good workmanlike manner. Tenant shall not erect any signs on the roof or
paint or otherwise deface the exterior walls of the Building. Notwithstanding
anything contained herein to the contrary, Tenant may install, at its sole cost
and expense, such building mounted signage to be in reasonable accordance with
the specifications as described in the attached EXHIBIT "F", as may be modified
upon the reasonable consent of Landlord, and provided such signage shall conform
to any national, local or municipal ordinance or regulation.

     12. INSURANCE.

         12.1 Tenant shall not permit the Premises to be used in any way which
would, in the reasonable opinion of Landlord, be extra hazardous (on account of
fire or otherwise) or in any way increase the cost of or render void any
insurance coverage in place with respect to the Building or any contents in the
Building belonging to other tenants in the Building. Tenant warrants to Landlord
that the Permitted Use as defined in Paragraph 1.S herein accurately reflects
Tenant's original intended use of the Premises, and that the minimum insurance
coverage shall be obtained by Tenant and in force as of the Commencement Date.
If, at any time during the Term of this Lease, the State Board of Insurance or
other insurance authority, or any insurer disallows any of Landlord's sprinkler
credits or imposes an additional penalty or surcharge in Landlord's sprinkler
credits or imposes an additional penalty or surcharge in Landlord's insurance
premiums because of Tenant's original or subsequent placement or use of storage
racks or bins, method of storage or nature of Tenant's inventory or any other
act of Tenant, Tenant agrees to pay as additional rental the increase in
Landlord's insurance premiums. If an increase in the fire and extended coverage
premium paid by Landlord for the Building is caused by Tenant's use or occupancy
of the Premises, or if Tenant wrongfully vacates the Premises and causes an
increase, then Tenant shall pay as additional rental the amount of such increase
to Landlord.

         12.2 Landlord shall maintain fire and extended coverage insurance on
the Building and the Premises in such amounts as Landlord's mortgagees shall
require. Payments for losses thereunder shall be made solely to Landlord or the
mortgagees of Landlord as their respective interests shall appear. Tenant shall
maintain at its expense, in an amount equal to full replacement cost, fire and
extended coverage insurance, issued by and binding upon a company approved by
Landlord, on all of its personal property, including removable trade fixtures,
located within the Premises. Tenant shall provide Landlord with current
certificates of insurance evidencing Tenant's compliance with this Subsection
12.2 and Subsection 12.3, and Tenant shall obtain the agreement of Tenant's
insurers to notify Landlord of any change in coverage or that a policy is due to
expire at least thirty (30) days prior to such expiration.

         12.3 Tenant shall maintain, at its expense, a policy or policies of
commercial general liability insurance with respect to the respective activities
of each in the Building with the premiums thereon fully paid on or before the
due date, issued by and binding upon an insurance company approved by Landlord,
and providing minimum protection of not less than $2,000,000 combined single



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limit coverage of bodily injury, property damage or combination thereof.
Tenant's liability insurance shall name Landlord as an additional insured.
Landlord shall not be required to maintain insurance against thefts within the
Premises, Building or Project.

         12.4 Except as otherwise provided herein, any insurance which may be
carried by Landlord or Tenant against any loss or damage to the Building and
other improvements situated on the Project or in the Premises shall be for the
sole benefit of the party carrying such insurance and under its sole control.

     13. WAIVER OF SUBROGATION. Notwithstanding any provision in this Lease to
the contrary, Landlord and Tenant each hereby waives any and all rights of
recovery, claim, action, or cause of action, against the other, its agents,
officers, or employees, for any loss or damage that may occur to the Premises,
or any improvements thereto, or the Building of which the Premises are a part,
or any improvements thereto, or any personal property of such party therein, by
reason of fire, the elements, or any other cause which is or would be insured
against under the terms of the property insurance policies carried or required
to be carried under the terms of this Lease by the respective parties hereto,
regardless of cause or origin, including negligence of the other party hereto,
its agents, officers, or employees, and Landlord and Tenant each covenants that
no insurer shall hold any right of subrogation against such other party (and all
such insurance policies shall be amended or endorsed to reflect such waiver of
subrogation). This waiver of subrogation provision shall be effective to the
full extent, but only to the extent, that it does not impair the effectiveness
of insurance policies of Landlord and Tenant.

     14. LANDLORD'S RIGHT OF ENTRY.

         14.1 Landlord and its authorized agents shall have the right to enter
the Premises during normal working hours for the following purposes: (a)
inspecting the general condition and state of repair of the Premises, (b) making
of repairs required or authorized herein, (c) showing the Premises to any
current or prospective purchaser, tenant, mortgagee or any other party, (d) or
for any other reasonable purpose. During the final 180-day period of the Term of
this Lease, Landlord and its authorized agents shall have the right to erect on
or about the Premises a customary sign advertising the property for lease or for
sale. Furthermore, in the event of any emergency (defined to be any situation in
which Landlord reasonably perceives imminent danger or injury to person and/or
damage or loss of property), Landlord and its authorized agents shall have the
right to enter the Premises at any time without notice.

         14.2 In any circumstance where Landlord is permitted to enter upon the
Premises, whether for the purpose of curing any default of Tenant, repairing
damage resulting from fire or other casualty or an eminent domain taking or is
otherwise permitted hereunder or by law to go upon the Premises, no such entry
shall constitute an eviction or disturbance of Tenant's use and possession of
the Premises or a breach by Landlord of any of Landlord's obligations hereunder
or render Landlord liable for damages for loss of business or otherwise or
entitle Tenant to be relieved from any of Tenant's obligations hereunder or
grant Tenant any right of setoff or recoupment or other remedy; and in
connection with any such entry incident to performance of repairs, replacements,
maintenance or construction; all of the aforesaid provisions shall be applicable
notwithstanding that Landlord may elect to take building materials in, to or
upon the Premises that may be required or utilized in connection with such entry
by Landlord.

     15. UTILITY SERVICES.

         15.1 Landlord shall provide, at the beginning of this Lease, the normal
and customary utility connections into the Premises. Tenant shall pay the cost
of all initial utility connection charges and all utility usage charges for
utilities that are separately metered with respect to the Premises, including,
but not limited to, all charges for telephone, gas, water and electricity used
on the Premises. Tenant shall also pay for replacement of all electric light
lamps, bulbs or tubes. Landlord shall have the right at any time and from time
to time during the Term of this Lease to install equipment within the Premises
for the purpose of measuring Tenant's electrical usage therein.

         15.2 No interruption or malfunction of any of such services shall
constitute an eviction or disturbance of Tenant's use and possession of the
Premises or the Building or a breach by Landlord of any of Landlord's
obligations hereunder or render Landlord liable for damages or entitle Tenant to
be relieved from any of Tenant's obligations hereunder (including the obligation
to pay rental) or grant Tenant any right of setoff or recoupment. In the event
of any such interruption, however, Landlord shall use reasonable diligence
during normal business hours to restore such service or cause same to be
restored in any circumstances in which such restoration is within the reasonable
control of Landlord and the interruption was not caused in whole or in part by
Tenant's fault. Tenant expressly agrees to notify any utility service requesting
or requiring such notice of Tenant's intention to vacate the Premises. This
notice requirement shall be in addition to any other notice requirement
specified herein.

    16. ASSIGNMENT AND SUBLEASING. Tenant may not, without the prior
written consent of the Landlord (which shall not be unreasonably withheld),
assign this Lease (or permit any assignment of this Lease by operation of law)
or sublet the Premises or any portion thereof or mortgage, pledge or hypothecate
its leasehold interest or grant any license within the Premises, and any attempt
to do any of the foregoing without the prior written consent of Landlord shall
be void and no effect. Landlord's prior consent shall not be required for an
assignment or subletting by Tenant to any Affiliate of Tenant (hereinafter
defined) provided Tenant gives Landlord prior written notice of Tenant's intent
to so assign or sublet to such Affiliate. The term "Affiliate" shall mean (i)
any corporation or other entity which, directly or indirectly, Controls
(hereinafter defined) or is Controlled by or is under common Control with Tenant
or (ii) any corporation or other entity not less than fifty percent (50%) of
whose outstanding stock or other ownership interest shall, at the time, be owned
directly or indirectly by Tenant or Tenant's parent corporation or other entity.
For purposes of this paragraph, "Control" shall mean the possession, directly or
indirectly, of the power to direct or cause a direction of the management and
policies of such corporation or other entity, with the ownership of voting
securities or by contract or otherwise.

     Notwithstanding any permitted assignment or subletting, the undersigned
Tenant shall at all times remain directly and primarily liable for the
performance of all covenants, duties and obligations of Tenant and Landlord
shall be permitted to enforce the provisions of this Lease against the
undersigned Tenant and/or any assignee, subtenant or other transferee without
demand upon or proceeding in any way against any other person. The acceptance of
an assignment or subletting of the Premises by any assignee or subtenant shall
be construed as a promise on the part of such assignee or subtenant to be bound
by and perform all of the terms, conditions and covenants by which Tenant herein
is bound. No such assignment or subletting shall be construed to constitute a
novation or to waive the requirement for obtaining consent to any subsequent
assignment or subletting. In the event of default by Tenant after this Lease has
been assigned or while the Premises are sublet, Landlord, in addition to any
other remedies provided herein (or provided by law), may at Landlord's option,
collect directly from such assignee or subtenant all rents becoming due to
Tenant under such assignment or subletting, and Landlord may apply such rent
against any sums due to Landlord by Tenant hereunder. No direct collection by
Landlord from any such assignee or subtenant shall release Tenant from Tenant's
primary responsibility under the Lease (as aforesaid) and from the further
performance of Tenant's obligations hereunder. If Landlord consents to any
subletting or assignment by Tenant as hereinabove provided, and subsequently any
rental or other sums received by Tenant under any such sublease are in excess of
the rent and other sums payable by Tenant under this Lease, or any additional
consideration is paid to Tenant by the assignee under any such assignment, then
Landlord shall declare fifty percent (50%) of such excess rental, less the cost
of leasing commissions and



                                       5
<PAGE>   6




tenant improvements actually incurred by Tenant, under any sublease or such
additional consideration for an assignment to be due and payable by Tenant to
Landlord as additional rent hereunder.

     Landlord shall have the right to transfer, assign, mortgage, convey and
sublease all or any part of the Premises and this Lease, and nothing contained
in this Lease shall be construed as a restriction upon Landlord's right to do
any of the foregoing. If Landlord transfers this Lease and assignee accepts all
obligations of this Lease, either specifically or by virtue of a transfer of all
or any part of the Premises, then Landlord shall thereby be released from all
obligations arising hereunder after such transfer, and Tenant agrees to look
solely to such assignee for performance of such obligations.

     17. FIRE AND CASUALTY DAMAGE.

         17.1 Tenant shall immediately give written notice to Landlord (the
"Casualty Notice") if the Building or the Premises are damaged or destroyed.

         17.2 If the Premises or any portion of the Building shall be totally
damaged or destroyed by an insured peril and in Landlord's estimation,
rebuilding or repairs cannot be completed within two hundred ten (210) days
after Landlord's receipt of the Casualty Notice, then either Landlord or Tenant
(provided Tenant or its employees, agents or invitees did not cause such damage)
may terminate this Lease by delivering to the other written notice thereof
within twenty (20) days after Landlord's receipt of the Casualty Notice, in
which case, the rent shall be abated during the unexpired portion of this Lease,
effective upon the date Landlord received the Casualty Notice. Time is of the
essence with respect to the delivery of such notices.

         17.3 If this Lease is not terminated as provided under Paragraph 17.2,
then Landlord shall repair and reconstruct the Premises and/or the Building to
substantially the same condition in which they existed immediately prior to such
damage or destruction, except that Landlord shall not be required to rebuild,
repair or replace any part of the partitions, fixtures and other improvements or
personal property which may have been installed by Tenant or is required to be
covered by Tenant's insurance pursuant to Paragraph 12 of this Lease.

         17.4 If the Premises are untenantable, in whole or in part, during the
period beginning on the date of Landlord's receipt of the Casualty Notice and
ending on the date of substantial completion of Landlord's repair or restoration
work (the "Repair Period"), then the rent for such period shall be reduced to
such extent as may be fair and reasonable under the circumstances and the Term
shall be extended by the number of days in the Repair Period and this Lease
shall continue in full force and effect. Any insurance which may be carried by
Landlord or Tenant against loss or damage to the Building or to the Premises
shall be for the sole benefit of the party carrying such insurance under its
control, and it is understood that Landlord shall in no event be obligated to
carry insurance on Tenant's contents.

     18. HOLD HARMLESS. Landlord shall not be liable to Tenant or Tenant's
employees, agents or invitees or to any other person whomsoever, for any injury
to person or damage to property on or about the Building and/or Premises caused
by the negligence or misconduct of Tenant, its employees, invitees, licensees or
agents and Tenant agrees to defend and indemnify Landlord and hold Landlord
harmless from any loss, expense or claims arising out of any such damage or
injury, including but not limited to, court costs and reasonable attorneys'
fees. Landlord shall not be liable or responsible for any injury or damage which
may be caused by the Building or the Premises becoming out of repair unless
caused by Landlord's gross negligence or willful misconduct. The provisions of
this paragraph shall survive the expiration or earlier termination of this
Lease.

     19. CONDEMNATION.

         19.1 If, during the Term of this Lease or any extension or renewal
thereof, all or substantially all of the Premises should be taken for any public
or quasi-public use under any governmental law, ordinance or regulation or by
right of eminent domain, or should be sold to the condemning authority under
threat of condemnation (the "Taking"), this Lease shall terminate and the rent
shall be abated during the unexpired term of this Lease, effective as of the
date of such Taking.

         19.2 If less than substantially all of the Premises shall be subject to
the Taking, this Lease shall not terminate but Landlord may, at Landlord's sole
option and at its sole cost and expense, repair or modify the Building and the
Premises and the rent payable hereunder during the unexpired portion of the Term
shall be adjusted to such extent as may be fair and reasonable under the
circumstances. In the event that Landlord chooses not to make such repairs or
modifications, this Lease shall terminate, the rent shall be abated for the
unexpired term of this Lease and all rights and obligations relating to the
unexpired term of this Lease shall cease. Tenant shall have no claim to any
portion of the condemnation award.

     20. HOLDING OVER. If Tenant should remain in possession of the Premises
after the expiration of the Term of this Lease, without the execution by
Landlord and Tenant of a new lease or an extension of this Lease, then Tenant
shall be deemed to be occupying the Premises as a tenant-at-sufferance, subject
to all the covenants and obligations of this Lease and at a daily rental of one
hundred twenty-five percent (125%) for the first six months following the
expiration of the Term of this Lease and thereafter one hundred fifty percent
(150%) of the per day rental provided for the last month of the Term of this
Lease, computed on the basis of a thirty (30) day month. The inclusion of the
preceding sentence shall not be construed as Landlord's consent for Tenant to
hold over. If any property not belonging to Landlord remains at the Premises
after the expiration of the Term of this Lease, Tenant hereby authorizes
Landlord to make such disposition of such property as Landlord may desire
without liability for compensation or damages to Tenant in the event that such
property is the property of Tenant; and in the event that such property is the
property of someone other than Tenant. Tenant agrees to indemnify and hold
Landlord harmless from all suits, actions, liability, loss, damages and expenses
in connection with or incident to any removal, exercise or dominion over and/or
disposition of such property by Landlord.

     21. DEFAULTS.

         21.1 Each of the following acts or omissions of Tenant or occurrences
shall constitute an "Event of Default":

             (a) Failure or refusal by Tenant to timely pay rental or other
payments hereunder.

             (b) Failure to perform or observe any covenant or condition of this
Lease by Tenant to be performed or observed, other than the payment of rental or
other payments hereunder, and such failure shall continue for a period of ten
(10) days following written notice to Tenant of such failure.

             (c) {INTENTIONALLY OMITTED}

             (d) The filing or execution or occurrence of any one of the
following: (i) a petition in bankruptcy or other insolvency proceeding by or
against Tenant, (ii) petition or answer seeking relief under any provision of
the Bankruptcy Act, (iii) an assignment for the benefit of creditors or
composition, (iv) a petition or other proceeding by or against Tenant for the
appointment of a trustee, receiver or liquidator of Tenant or any of Tenant's
property, or (v) a proceeding by any governmental authority for the dissolution
or liquidation of Tenant.

         21.2 This Lease and the Term and estate hereby granted and the demise
hereby made are subject to the limitation that if and whenever any Event of
Default shall occur, Landlord may, at Landlord's option, in addition to all
other rights and remedies given hereunder or by law or equity, do any one (1) or
more of the following:

             (a) Terminate this Lease, in which event Tenant shall immediately
surrender possession of the Premises to Landlord.



                                       6
<PAGE>   7



             (b) Enter upon and take possession of the Premises and expel or
remove Tenant and any other occupant therefrom, with or without having
terminated the Lease.

             (c) Alter locks and other security devices at the Premises.

         21.3 Exercise by Landlord of any one (1) or more remedies hereunder
granted or otherwise available shall not be deemed to be an acceptance of
surrender of the Premises by Tenant, whether by agreement or by operation of
law, it being understood that such surrender can be effected only by the written
agreement of Landlord and Tenant. No such alteration of security devices and no
removal or other exercise of dominion by Landlord over the property of Tenant or
others at the Premises shall be deemed unauthorized or constitute a conversion,
Tenant hereby consenting, after any Event of Default, to the aforesaid exercise
of dominion over Tenant's property within the Building. All claims for damages
by reason of such re-entry and/or possession and/or alteration of locks or other
security devices are hereby waived, as are all claims for damages by reason of
any distress warrant, forcible detainer proceedings, sequestration proceedings
or other legal process. Tenant agrees that any re-entry by Landlord may be
pursuant to judgment obtained in forcible detainer proceedings or other legal
proceedings or without the necessity for any legal proceedings, as Landlord may
elect, and Landlord shall not be liable in trespass or otherwise.

         21.4 In the event that Landlord elects to terminate this Lease by
reason of an Event of Default, then, notwithstanding such termination, Tenant
shall be liable for and shall pay to Landlord the sum of all rental and other
indebtedness accrued to the date of such termination, plus, as damages, an
amount equal to the then present value of the rental reserved hereunder for the
remaining portion of the Term of this Lease (had such Term not been terminated
by Landlord prior to the expiration of the Term of this Lease), less the then
present value of the fair rental value of the Premises for such period, the
undersigned parties hereby stipulating that such fair rental value shall in no
event be deemed to exceed sixty percent (60%) of the then present value of the
rental reserved for such period.

         In the event that Landlord elects to terminate the Lease by reason of
an Event of Default, in lieu of exercising the rights of Landlord under the
preceding paragraph of this Paragraph 21.4, Landlord may instead hold Tenant
liable for all rental and other indebtedness accrued to the date of such
termination, plus such rental and other indebtedness as would otherwise have
been required to be paid by Tenant to Landlord during the period following
termination of the Term of this Lease measured from the date of such termination
by Landlord until the expiration of the Term of this Lease (had Landlord not
elected to terminate the Lease on account of such Event of Default) diminished
by any net sums thereafter received by Landlord through reletting the Premises
during said period (after deducting expenses incurred by Landlord as provided in
Paragraph 21.6 hereof). Actions to collect amounts due by Tenant provided for in
this paragraph of this Paragraph 21.4 may be brought from time to time by
Landlord during the aforesaid period, on one (1) or more occasions, without the
necessity of Landlord's waiting until the expiration of such period, and in no
event shall Tenant be entitled to any excess of rental (or rental plus other
sums) obtained by reletting over and above the rental provided for in this
Lease.

         21.5 In the event that Landlord elects to repossess the Premises
without terminating this Lease, then Tenant shall be liable for and shall pay to
Landlord all rental and other indebtedness accrued to the date of such
repossession, plus rental required to be paid by Tenant to Landlord during the
remainder of the Term of this Lease until the expiration of the Term of this
Lease, diminished by any net sums thereafter received by Landlord through
reletting the Premises during said period (after deducting expenses incurred by
Landlord as provided in Paragraph 21.6 hereof). In no event shall Tenant be
entitled to any excess of any rental obtained by reletting over and above the
rental herein reserved. Actions to collect amounts due by Tenant as provided in
this Paragraph 21.5 may be brought from time to time, on one (1) or more
occasions, without the necessity of Landlord's waiting until the expiration of
the Term of this Lease.

         21.6 In case of an Event of Default, Tenant shall also be liable for
and shall pay to Landlord in addition to any sum provided to be paid above: (i)
broker's fees incurred by Landlord in connection with reletting the whole or in
part of the Premises, (ii) the cost of removing and storing Tenant's or other
occupant's property, (iii) the cost of repairing, altering, remodeling or
otherwise putting the Premises into condition acceptable to a new tenant or
tenants, and (iv) all reasonable expenses incurred by Landlord in enforcing
Landlord's remedies, including reasonable attorneys' fees. Past due rental and
other past due payments shall bear interest from maturity at the highest lawful
rate per annum until paid.

         21.7 In the event of termination or repossession of the Premises for
an Event of Default, Landlord shall not have any obligation to relet or attempt
to relet the Premises, or any portion thereof, or to collect rental after
reletting; but Landlord shall have the option to relet or attempt to relet; and
in the event of reletting, Landlord may relet the whole or any portion of the
Premises for any period to any tenant and for any use and purpose. Tenant hereby
waives, to the full extent permitted by law, any obligation of Landlord to
mitigate damages to Landlord caused by and Event of Default by Tenant hereunder
and/or to relet or attempt to relet the Premises after an Event of Default by
Tenant.

         21.8 If Tenant should fail to make any payment or cure any default
hereunder within the time herein permitted, Landlord, without being under any
obligation to do so and without thereby waiving such default, may make such
payment and/or remedy such other default for the account of Tenant (and enter
the Premises for such purpose), and thereupon Tenant shall be obligated to, and
hereby agrees to, pay Landlord, upon demand, all costs, expenses and
disbursements (including reasonable attorneys' fees) incurred by Landlord in
taking such remedial action.

         21.9 In the event of any default by Landlord, Tenant's exclusive remedy
shall be an action for damages (Tenant hereby waiving the benefit of any laws
granting Tenant a lien upon the property of Landlord and/or upon rental due
Landlord), but prior to any such action Tenant will give Landlord written notice
specifying such default with particularity, and Landlord shall thereupon have
thirty (30) days (plus such additional reasonable period as may be required in
the exercise by Landlord of due diligence) in which to cure any such default.
Unless and until Landlord fails to so cure any default, Tenant shall not have
any remedy or cause of action by reason thereof. All obligations of Landlord
hereunder will be construed as covenants, not conditions; and all such
obligations will be binding upon Landlord only during the period of Landlord's
possession of the Building and not thereafter. Under no circumstances whatsoever
shall Landlord ever be liable hereunder for consequential damages or special
damages.

         21.10 The liability of Landlord to Tenant for any default by Landlord
under the terms of this Lease shall be limited to the proceeds of sale on
execution of the interest of Landlord in the Building and in the Land, and
neither Landlord, nor any party comprising Landlord, shall be personally liable
for any deficiency. This clause shall not be deemed to limit or deny any
remedies that Tenant may have in the event of default by Landlord hereunder
which do not involve the personal liability of Landlord.

         21.11 No waiver by the parties hereto of any default or breach of any
term, condition, or covenant of this Lease shall be deemed to be a waiver of any
subsequent default or breach of the same or of any other term condition, or
covenant contained herein. No receipt of money by Landlord from Tenant after the
expiration of the Term of this Lease, or after the service of any notice, or
after the commencement of any suit, or after final judgment for possession of
the Premises, shall reinstate, continue or extend the Term of this Lease or
affect any such notice, demand or suit or imply consent for any action for which
Landlord's consent is required.

         21.12 The term "Landlord" shall mean only the owner, for the time
being, of the Building, and in the event of the transfer by such owner of its
interest in the Building, such owner shall thereupon be released and discharged
from all covenants and obligations




                                       7
<PAGE>   8




of the Landlord thereafter accruing, but [ILLEGIBLE] covenants and obligations
shall be binding during the Term of this Lease upon each new owner for the
duration of such owner's ownership.

     22. LANDLORD'S LIEN. Landlord hereby waives any statutory Landlord's lien.

     23. SUBORDINATION. Tenant accepts this Lease subject and subordinate to any
ground lease, mortgage, deed of trust or other lien presently existing or
hereafter placed upon the Premises or upon the Building or any part thereof, and
to any renewals, modifications, extensions and refinancing thereof, which might
now or hereafter constitute a lien upon the Building or any part thereof, and to
zoning ordinances and other building and fire ordinances and governmental
regulations relating to the use of the Premises; but Tenant agrees that any such
ground lessor, mortgagee and/or beneficiary of any deed of trust or other lien
("Landlord's Mortgagee") and/or Landlord shall have the right at any time to
subordinate such ground lease, mortgage, deed of trust or other lien to this
Lease on such terms and subject to such conditions as such Landlord's Mortgagee
may deem appropriate in its discretion. Upon demand, Tenant agrees to execute
such further instruments subordinating this Lease, as Landlord may request, and
such nondisturbance and attornment agreements, as any such Landlord's Mortgagee
shall request, in form reasonably satisfactory to Landlord's Mortgagee. Upon
foreclosure of the Building or upon acceptance of a deed in lieu of such
foreclosure, Tenant hereby agrees to attorn to the new owner of such property
after such foreclosure or acceptance of a deed in lieu of foreclosure, if so
requested by such new owner of the Building.

     24. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

         24.1 Tenant, at Tenant's own expense, (a) shall comply with all
federal, state, municipal, fire underwriting and other laws, ordinances, orders,
rules and regulations applicable to the Premises and the business conducted
therein by Tenant, (b) shall not engage in any activity which would cause
Landlord's fire and extended coverage insurance to be cancelled or the rate
therefor to be increased (or, at Landlord's option, Tenant shall pay any such
increase to Landlord immediately upon demand as additional rental in the event
of such rate increase by reason of such activity), (c) shall not commit, and
shall cause Tenant's agents, employees and invitees not to commit, any act which
is a nuisance or annoyance to Landlord or to other tenants, or which might, in
the exclusive judgment of Landlord, damage Landlord's goodwill or reputation, or
tend to injure or depreciate the Building, (d) shall not commit or permit waste
in the Premises or the Building, (e) shall not paint, erect or display any sign,
advertisement, placard or lettering which is visible in the corridors or lobby
of the Building or from the exterior of the Building without Landlord's prior
written approval, and (f) shall not occupy or use, or permit any portion of the
Premises to be occupied or used, for any business or purpose other than the
Permitted Use specified in Paragraph l.P. hereof. If a controversy arises
concerning Tenant's compliance with any federal, state, municipal or other laws,
ordinances, orders, rules or regulations applicable to the Premises and the
business conducted therein by Tenant, Landlord may retain consultants of
recognized standing to investigate Tenant's compliance. If it is determined that
Tenant has not complied as required, Tenant shall reimburse Landlord on demand
for all consulting and other costs incurred by Landlord in such investigation.

         24.2 Tenant, and Tenant's agents, employees and invitees shall comply
fully with all requirements of the rules and regulations of the Building which
are attached hereto as EXHIBIT "C" and made a part hereof. Landlord shall at all
times have the right to change such rules and regulations or to amend or
supplement them in such manner as may be deemed advisable for the safety, care
and cleanliness of the Premises and the Building and for preservation of good
order therein, all of which rules and regulations, changes and amendments shall
be forwarded to Tenant and shall be carried out and observed by Tenant. Tenant
shall further be responsible for the compliance with such rules and regulations
by the employees, agents and invitees of Tenant. Landlord hereby reserves the
right to designate, or otherwise control the allocation of, parking spaces for
the Premises. All changes and amendments in the rules and regulations of the
Building will be sent by Landlord to Tenant in writing and shall thereafter be
carried out and observed by Tenant. No outside storage or accumulation of
supplies, inventory, building materials or debris shall be permitted without
prior written consent from the Landlord. Tenant expressly agrees to comply with
and conform to all restrictive covenants of record or subsequently filed of
record affecting the Premises.

         24.3 As of the Commencement Date of the Lease, Landlord represents the
following: (i) the shell building complies with the fire resistance requirements
of the City of Richardson and the NFPA; (ii) accessibility and usability for the
disabled is provided in accordance with Title III of the Americans with
Disability Act, as well as local and state requirements; and (iii) the building
design and site parking meet minimum zoning and building codes for the city in
effect at the time of construction.

     25. NOTICES. Any notice which may or shall be given under the terms of this
Lease shall be in writing and shall be either delivered by hand (including
commercially recognized messenger and express mail service) or sent by United
States Mail, registered or certified, return receipt requested, postage prepaid,
addressed to the parties herein at their respective addresses set out below, or
at such other addresses as either party may have theretofore specified by
written notice delivered in accordance herewith. Such address may be changed
from time to time by either party by giving notice as provided herein.

          LANDLORD:             Cardinal Technology Center II, Inc.
                                c/o Kennedy Associates Real Estate Counsel, Inc.
                                1215 4th Avenue, 2400 Financial Center
                                Seattle, Washington 98161
                                ATTN:   Vice President of Asset Management

          WITH COPIES TO:       Haynes & Boone, LLP
                                901 Main Street, Suite 3100
                                Dallas, Texas 75202
                                ATTN:   Mr. Richard K. Martin

          TENANT:               Advance Paradigm, Inc.
                                5215 N. O'Connor Blvd., Suite 1600
                                Irving, Texas 75039
                                ATTN:   General Counsel

          WITH COPIES TO:       The Staubach Company
                                15601 Dallas Parkway, Suite 400
                                Dallas, TX 75001
                                ATTN:   Scott T. Collier


         Notice shall be deemed given when delivered (if delivered by hand) or
when postmarked (if sent by mail). If the term "Tenant" as used in this Lease
refers to more than one (1) person and/or entity, any notice given as aforesaid
to any one of such persons and/or entities shall be deemed to have been duly
given to Tenant.

     26. FINANCIAL STATEMENTS. If Tenant ceases to be publicly traded, Tenant
shall, upon request by Landlord (but not more often than twice per annum),
provide current certified financial statements to Landlord during the Term of
this Lease. Such financial statements shall be compiled using generally accepted
accounting principles.




                                       8
<PAGE>   9



     27. SPRINKLERS. If there now [ILLEGIBLE] shall be installed in the Building
a sprinkling system, and such system or any of its components shall be damaged
or injured or not in proper working order by reason of any act or omission of
Tenant, Tenant's agents servants, employees, licensees or visitors, Tenant shall
forthwith restore the same to good working condition at Tenant's own expense;
and if the Board of Fire Underwriters or any bureau, department or official of
the state or local government require or recommend that any changes,
modifications, alterations or additional sprinkler heads or other equipment be
made or supplied by reason of Tenant's business, or the location of partitions,
trade fixtures or other contents of the Premises, or for any other reason, or if
any such changes, modifications alterations, additional sprinkler heads or other
equipment become necessary to prevent the imposition of a penalty or charge
against the full allowance for a sprinkler system in the fire insurance rate as
fixed by the Board of Fire Underwriters, or by any fire insurance company,
Tenant shall, at Tenant's expense, promptly make and supply such changes,
modifications, alterations, additional sprinkler heads or other equipment.

     28. RELOCATION OF PREMISES. {INTENTIONALLY OMITTED}

     29. COMMON AREA. The Common Area, as defined in Paragraph l.Q hereof, shall
be subject to Landlord's sole management and control and shall be operated and
maintained in such manner as Landlord in Landlord's discretion shall determine.
Landlord reserves the right to change from time to time the dimensions and
location of the Common Areas and to place, construct or erect other improvements
on any part of the Land without the consent of Tenant. Tenant, and Tenant's
employees and invitees shall have the nonexclusive right to use the Common Area
as constituted from time to time, such use to be in common with Landlord, other
tenants of the Building and other persons entitled to use the same, and subject
to such reasonable and non-discriminatory rules and regulations governing use as
Landlord may from time to time prescribe. Tenant shall not solicit business or
display merchandise within the Common Area, or distribute handbills therein, or
take any action which would interfere with the rights of other persons to use
the Common Area. Landlord may temporarily close any part of the Common Area for
such periods of time as may be necessary to prevent the public from obtaining
prescriptive rights or to make repairs or alterations.

     30. BROKERAGE. Tenant represents and warrants that it has dealt with no
other broker, agent or other person in connection with this transaction and that
no broker, agent or other person brought about this transaction, other than
Broker specified in Paragraph 1.U hereof, and Tenant agrees to indemnify and
hold Landlord harmless from and against any claims by any other broker, agent or
other person claiming a commission or other form of compensation by virtue of
having dealt with Tenant with regard to this leasing transaction. The provisions
of this Paragraph 30 shall survive the termination of this Lease.

     31. HAZARDOUS WASTE.

         31.1 The term "Hazardous Substances," as used in this Lease shall mean
pollutants, contaminants, toxic or hazardous wastes, or any other substances,
the use and/or the removal of which is required or the use of which is
restricted, prohibited or penalized by any "Environmental Law," which term shall
mean any federal, state or local law, ordinance or other statute of a
governmental or quasi-governmental authority relating to pollution or protection
of the environment.

         31.2 Tenant hereby agrees that (i) no activity will be conducted on the
Premises that will produce any Hazardous Substance; (ii) the Premises will not
be used in any manner for the storage of any Hazardous Substances; (iii) no
portion of the Premises will be used as a landfill or a dump; (iv) Tenant will
not install any underground tanks of any type; (v) Tenant will not allow any
surface or subsurface conditions to exist or come into existence that
constitute, or with the passage of time may constitute a public or private
nuisance; (vi) Tenant will not permit any Hazardous Substances to be brought
onto the Premises, and if so brought thereon, then the same shall be immediately
removed with proper disposal, and all required cleanup procedures shall be
diligently undertaken pursuant to all Environmental Laws.

         31.3 If Tenant so contaminates the Premises, then Tenant shall
diligently institute proper and thorough cleanup procedures at Tenant's sole
cost, and Tenant agrees to indemnify and hold Landlord harmless from all claims,
demands, actions, liabilities, costs, expenses, damages and obligations of any
nature arising from or as a result of Tenant's failure to comply with this
Paragraph 31 and/or the presence of Hazardous Substances in or on the Premises.
The foregoing indemnification and the responsibilities of Tenant shall survive
the termination or expiration of this Lease.

         31.4 Landlord or Landlord's representative shall have the right but not
the obligation to enter the Premises for the purpose of determining whether
there exists on the Premises any Hazardous Substances or ensuring compliance
with all Environmental Laws. The right granted to Landlord herein to perform
inspections shall not create a duty on Landlord's part to inspect the Premises,
or liability on the part of Landlord for Tenant's use, storage or disposal of
Hazardous Substances, it being understood that Tenant shall be solely
responsible for all liability in connection therewith.

         31.5 With respect to any Hazardous Substances in or on the Project,
Landlord shall comply, as specifically required, with Environmental Law. To the
best of Landlord's actual knowledge, as of the Date of Lease the Project does
not contain any Hazardous Substances in amounts that violate any applicable
laws. Tenant shall have no liability or obligation to Landlord for the cost of
cleanup otherwise dealing with, any Hazardous Substances placed on or about the
Project prior to the date that Tenant first occupied the Premises, provided that
Tenant has not contributed to or exacerbated the condition or quantity of such
Hazardous Substances or any damage or injury resulting therefrom, and Landlord
shall, to the extent, but only to the extent, of Landlord's responsibility as
required pursuant to Environmental Law, institute proper procedures to deal with
any such Hazardous Substances.

     32. THEFT OR BURGLARY. Landlord shall not be liable to Tenant for losses to
Tenant's property or personal injury caused by criminal acts or entry by
unauthorized persons into the Premises, the Building or the Common Area.

     33. ESTOPPEL CERTIFICATE. Tenant agrees that Tenant shall from time to time
upon request by Landlord execute and deliver to Landlord a statement in
recordable form certifying (i) that the Lease is unmodified and in full force
and effect (or, if there have been modifications, that the same is in full force
and effect as so modified), (ii) the dates to which rental and other charges
payable under this Lease have been paid, and (iii) that Landlord is not in
default hereunder (or, if Landlord is in default, specifying the nature of such
default). Tenant further agrees that Tenant shall from time to time upon request
by Landlord execute and deliver to Landlord an instrument in recordable form
acknowledging Tenant's receipt of any notice of assignment of this Lease by
Landlord.

     34. BANKRUPTCY AND INSOLVENCY.

         34.1 In the event that Tenant shall become a debtor in a case filed
under Chapter 7 of the Bankruptcy Code and Tenant's trustee or Tenant shall
elect to assume this Lease for the purpose of assigning the same or, otherwise,
such election and assignment may be made only if the provisions of paragraph
34.2 and 34.4 are satisfied as if the election to assume were made in a case
filed under Chapter 11 of the Bankruptcy Code. If Tenant or Tenant's trustee
shall fail to elect to assume this Lease within ninety (90) days after the
filing of such petition or such additional time as provided by the court within
such 90-day period, this Lease shall be deemed to have been rejected.
Immediately thereupon, Landlord shall be entitled to possession of the Premises
without further obligation to Tenant or Tenant's trustee and this Lease upon the
election of Landlord shall terminate, but Landlord's right to be compensated for




                                       9
<PAGE>   10



damages (including, without limitation, [ILLEGIBLE] damages pursuant to any
provision here [ILLEGIBLE] the exercise of any other remedies in any such
proceeding shall survive, whether or not this Lease shall be terminated.

         34.2 In the event that Tenant shall become a debtor in a case filed
under Chapter 11 of the Bankruptcy Code, or in a case filed under Chapter 7 of
the Bankruptcy Code which is transferred to Chapter 11, Tenant's trustee or
Tenant, as debtor-in-possession, must elect to assume this Lease in whole within
one hundred twenty (120) days from the date of the filing of the petition under
Chapter 11 or the transfer thereto or Tenant's trustee or the
debtor-in-possession shall be deemed to have rejected this Lease. In the event
that Tenant, Tenant's trustee or the debtor-in-possession has failed to perform
all of Tenant's obligations under this Lease within the time periods (excluding
grace periods) required for such performance, no election by Tenant's trustee or
the debtor-in-possession to assume this Lease, whether under Chapter 7 or
Chapter 11, shall be permitted or effective unless each of the following
conditions have been satisfied:

             (a) Tenant's trustee or the debtor-in-possession has cured all
defaults under this lease, or has provided Landlord with Assurance (as defined
below) that it will cure all defaults susceptible of being cured by the payment
of money within ten (10) days from the date of such assumption and that it will
cure all other defaults under this Lease which are susceptible of being cured by
the performance of any act promptly after the date of such assumption.

             (b) Tenant's trustee or the debtor-in-possession has compensated
Landlord, or has provided Landlord with Assurance that within ten (10) days from
the date of such assumption, it will compensate Landlord for any actual
pecuniary loss incurred by Landlord arising from the default of Tenant, Tenant's
trustee, or the debtor-in-possession as indicated in any statement of actual
pecuniary loss sent by Landlord to Tenant's trustee or the debtor-in-possession.

             (c) Tenant's trustee or the debtor-in-possession has provided
Landlord with Assurance of the future performance of each of the obligations of
Tenant, Tenant's trustee or the debtor-in-possession under this Lease, and,
Tenant's trustee or the debtor-in-possession shall also (i) deposit with
Landlord, as security for the timely payment of rent hereunder, an amount equal
to three (3) installments of Base Rental (at the rate then payable) which shall
be applied to installments of Base Rental in the inverse order in which such
installments shall become due, provided all the terms and provisions of this
Lease shall have been complied with, and (ii) pay in advance to Landlord on the
date each installment of Base Rental is payable a pro rata share of Tenant's
annual obligations for additional rent and other sums pursuant to this Lease,
such that Landlord shall hold funds sufficient to satisfy all such obligations
as they become due. The obligations imposed upon Tenant's trustee or the
debtor-in-possession by this paragraph shall continue with respect to Tenant or
any assignee of this Lease after completion of bankruptcy proceedings.

             (d) The assumption of this Lease will not breach or cause a default
under any provision of any other lease, mortgage, financing arrangement or other
agreement by which Landlord is bound.

     For purposes of this Paragraph 34, Landlord and Tenant acknowledge that
"Assurance" shall mean no less than: Tenant's trustee or the
debtor-in-possession has and will continue to have sufficient unencumbered
assets after the payment of all secured obligations and administrative expenses
to assure Landlord that sufficient funds will be available to fulfill the
obligations of Tenant under this Lease and (x) there shall have been deposited
with Landlord, or the Bankruptcy Court shall have entered an order segregating,
sufficient cash payable to Landlord, and/or (y) Tenant's trustee or the
debtor-in-possession shall have granted a valid and perfected first lien and
security interest in, and/or mortgage on, the property of Tenant, Tenant's
trustee or the debtor-in-possession, acceptable as to value and kind to
Landlord, to secure to Landlord the obligation of Tenant, Tenant's trustee or
the debtor-in-possession to cure the defaults under this Lease, monetary and/or
nonmonetary, within the time periods set forth above.

         34.3 In the event that this Lease is assumed in accordance with
paragraph 34.2 and thereafter Tenant is liquidated or files or has filed against
it a subsequent petition under Chapter 7 or Chapter 11 of the Bankruptcy Code,
Landlord may, at its option, terminate this Lease and all rights of Tenant
hereunder by giving Tenant notice of election to so terminate within thirty (30)
days after the occurrence of any such event.

         34.4 If Tenant's trustee or the debtor-in-possession has assumed this
Lease pursuant to the terms and provisions of paragraphs 34.1 or 34.2 for the
purpose of assigning (or elects to assign) this Lease, this Lease may be so
assigned only if the proposed assignee (the "Assignee") has provided adequate
assurance of future performance of all of the terms, covenants and conditions of
this Lease to be performed by Tenant. Landlord shall be entitled to receive all
cash proceeds of such assignment. As used herein "adequate assurance of future
performance" shall mean no less than that each of the following conditions has
been satisfied:

             (a) The Assignee has furnished Landlord with either (i)(A) a copy
of a credit rating of Assignee which Landlord reasonably determines to be
sufficient to assure the future performance by Assignee of Tenant's obligations
under this Lease, and (B) a current financial statement of Assignee audited by a
certified public accountant indicating a net worth and working capital in
amounts which Landlord reasonably determines to be sufficient to assure the
future performance by Assignee of Tenant's obligations under this Lease, or (ii)
a guarantee or guarantees, in form and substance satisfactory to Landlord, from
one or more persons with a credit rating and net worth which Landlord reasonably
determines to be sufficient to assure the future performance by Assignee of
Tenant's obligations under this Lease.

             (b) Landlord has obtained all consents or waivers from others
required under any lease, mortgage, financing arrangement or other agreement by
which Landlord is bound to permit Landlord to consent to such assignment.

             (c) The proposed assignment will not release or impair any guaranty
of the obligations of Tenant (including the Assignee) under this Lease.

         34.5 When, pursuant to the Bankruptcy Code, Tenant's trustee or the
debtor-in-possession shall be obligated to pay reasonably use and occupancy
charges for the use of the Premises, such charges shall not be less than the
Base Rental, additional rent and other sums payable by Tenant under this Lease.

         34.6 Neither the whole nor any portion of Tenant's interest in this
Lease or its estate in the Premises shall pass to any Trustee, receiver,
assignee for the benefit creditors, or any other person or entity, by operation
of law or otherwise under the laws of any state having jurisdiction of the
person or property of Tenant unless Landlord shall have consented to such
transfer. No acceptance by Landlord of rent or any other payments from any such
trustee, receiver, assignee, person or other entity shall be deemed to
constitute such consent by Landlord nor shall it be deemed a waiver of
Landlord's right to terminate this Lease for any transfer of Tenant's interest
under this Lease without such consent.

         34.7 Tenant expressly waives any right it might have to offset rentals
or to terminate this Lease upon the bankruptcy of Landlord.

     35. RENEWAL OPTION. If, at the end of the Term of the Lease, or as renewed
as herein provided, Tenant is not then in default of any of the terms,
conditions, or covenants of the Lease, Tenant, but not any assignee, transferee
or subtenant of Tenant, is hereby granted two (2) options to renew this Lease
for an additional term of five (5) years initially (the "First Renewal Term"),
succeeded by an additional term of five (5) years (the "Second Renewal Term"),
each upon the same terms and conditions contained in this Lease with the
following exceptions:



                                       10
<PAGE>   11




         (a) Tenant shall have no right to renew the Term of this Lease
following expiration of the renewal terms detailed herein; and

         (b) Base Rental for the First Renewal Term and the Second Renewal Term
shall be an amount equal to the then prevailing market base rental rate (giving
appropriate consideration to the lease term, credit standing of the tenant,
tenant's use of the Premises, building standard workletter and/or tenant
improvement allowances, if any, or space in the same improved condition as the
Premises, and abatement provision) for comparable space in comparable properties
of equivalent quality, size, utility and location as designated by Landlord.

     Tenant shall exercise its right of renewal as herein provided by delivering
to Landlord written notice ("Tenant's Notice") of Tenant's desire to renew no
later than six (6) months prior to the expiration date of the Term of the Lease
for the First Renewal Term and no later than six (6) months prior to the
expiration date of the First Renewal Term for the Second Renewal Term. Within
thirty (30) days following delivery of Tenant's Notice, Landlord shall deliver
to Tenant a written notice ("Landlord's Notice") specifying the Base Rental rate
per square foot per annum. Tenant shall have thirty (30) business days following
delivery of Landlord's Notice to notify Landlord in writing of Tenant's exercise
of its rights to renew such Lease term hereof. Failure to notify Landlord within
any of the time periods provided herein shall automatically extinguish Tenant's
right to renew.

     36. MISCELLANEOUS.

         36.1 QUIET ENJOYMENT. Tenant, upon payment of the rent and performance
of the covenants herein contained, shall quietly have, hold and enjoy the
Premises subject to the terms and provisions of this Lease.

         36.2 LIENS BY TENANT. In no event shall Tenant have the right to create
or permit there to be established any lien or encumbrance of any nature against
the Premises or the Building for any improvement or improvements by Tenant, and
Tenant shall fully pay the cost of any improvement or improvements made or
contracted for by Tenant. Any mechanic's lien filed against the Premises or the
Building for work claimed to have been done, or materials claimed to have been
furnished to Tenant, shall be duly discharged by Tenant within ten (10) days
after the filing of the lien.

         36.3 ATTORNEYS' FEES. If, on account of any breach or default by Tenant
or Landlord of its obligations to either party under the terms, conditions and
covenants of this Lease, it shall become necessary for Tenant or Landlord to
employ an attorney to enforce or defend any of its rights or remedies hereunder,
then the prevailing party shall be entitled to reasonable attorneys' fees, court
costs and related expenses incurred therein, whether or not legal suit is
actually brought.

         36.4 FORCE MAJEURE. Whenever a period of time is herein described for
the taking of action by Landlord, Landlord shall not be liable or responsible
for, and there shall be excluded from the computation of such period of time,
any delays due to strikes, riots, acts of God, shortages of labor or materials,
war, governmental laws, regulations or restrictions, or any other cause not
reasonably within the control of Landlord and which Landlord, by the exercise of
due diligence, is unable, wholly or in part, to prevent or overcome.

         36.5 INDEPENDENT OBLIGATIONS OF TENANT. The obligation of Tenant to pay
all rental and other sums hereunder provided to be paid by Tenant and the
obligation of Tenant to perform Tenant's other covenants and duties hereunder
constitute independent, unconditional obligations to be performed at all times
provided for hereunder, save and except only when an abatement thereof or
reduction therein is hereinabove expressly provided for and not otherwise.
Tenant waives and relinquishes all rights that Tenant might have to claim any
nature of lien against or withhold, or deduct from or offset against any rental
and other sums provided hereunder to be paid Landlord by Tenant. Tenant waives
and relinquishes any right to assert, either as a claim or as a defense, that
Landlord is bound to perform or is liable for the nonperformance of any implied
covenant or implied duty of Landlord not expressly herein set forth.

         36.6 TIME IS OF ESSENCE. In all instances where Tenant is required to
pay any sum or do any act at a particular indicated time or within an indicated
period, it is understood that time is of the essence.

         36.7 RECORDATION. This Lease shall not be recorded by either party
without the consent of the other.

         36.8 APPLICABLE LAW AND VENUE. All monetary obligations of Landlord and
Tenant (including, without limitation, any monetary obligation of Landlord or
Tenant for damages for any breach of the respective covenants, duties or
obligations of Landlord or Tenant hereunder) are performable in the county in
which the Building is located and in the county in which Landlord's principal
business office is located. The laws of the State in which the Building is
located shall govern the interpretation, validity, performance and enforcement
of this Lease.

         36.9 JOINT AND SEVERAL LIABILITY. If tenant is composed of more than
one (1) person or entity, each person and/or entity comprising Tenant shall be
jointly and severally liable for the performance of the obligations of Tenant
under this Lease, including specifically, without limitation, the payment of
rental and all other sums payable hereunder.

         36.10 SUBMISSION OF LEASE NOT AN OFFER. Submission of this Lease for
examination does not constitute an offer, right of first refusal, reservation
of, or option for, the Premises or any other premises in the Building. This
Lease shall become effective only upon execution and delivery by both Landlord
and Tenant.

         36.11 AUTHORITY TO DO BUSINESS. Tenant warrants that Tenant is, and
shall remain throughout the Term of this Lease, authorized to do business and in
good standing in the State in which the Building is located. Tenant agrees, upon
request by Landlord, to furnish Landlord satisfactory evidence of Tenant's
authority for entering into this Lease.

         36.12 RELATIONSHIP OR PARTIES. Nothing herein contained shall be deemed
or construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent, or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of the computation of rental, nor any other provision contained herein,
nor any acts of the parties hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of landlord and tenant.

         36.13 USE OF LANGUAGE. Words of any gender used in this Lease shall be
held and construed to include any other gender, and words in the singular shall
be held to include the plural, unless the context otherwise requires. The
captions or headings of paragraphs in this Lease are inserted for convenience
only, and shall not be considered in construing the provisions hereof, if any
question of intent should arise.

         36.14 SUCCESSORS. The provisions of this Lease shall be binding upon
and inure to the benefit of the heirs, personal representatives, successors and
assigns of the parties, but this provision shall in no way alter the restriction
herein in connection with assignment, subletting and other transfer by Tenant.
All rights, powers, privileges, immunities and duties of Landlord under this
Lease, including, but not limited to, any notices required or permitted to be
delivered by Landlord to Tenant hereunder, may, at Landlord's option, be
exercised or performed by Landlord's attorney or agent.



<PAGE>   12


         36.15 SEVERABILITY. If any term or provision of this Lease shall, to
any extent, be held invalid or unenforceable by a final judgement of a
court of competent jurisdiction, the remainder of this Lease shall not be
affected thereby.


     37. ENTIRE AGREEMENT. It is expressly agreed by Tenant, as a material
consideration for the execution of this Lease, that this Lease with the specific
references to written extrinsic documents, is the entire agreement of the
parties; that no prior representations, warranties, understandings,
stipulations, agreements or promises pertaining to this Lease or the Premises
shall be binding on Landlord unless such representations, warranties,
understandings, stipulations, agreements or promises are expressly stated in
this Lease or the documents incorporated herein. All exhibits, attachments,
annexed instruments and addenda referred to herein shall be considered a part
hereof for all purposes with the same force and effect as if copied at full
length herein. It is likewise agreed that this Lease may not be altered, waived,
amended or extended except by an instrument in writing, signed by both Landlord
and Tenant.


     EXECUTED as of the day year first above written.



LANDLORD:  CARDINAL TECHNOLOGY CENTER II, INC., A TEXAS CORPORATION



BY:
    -----------------------------------

NAME:
      ---------------------------------

TITLE:
      ---------------------------------

TENANT: ADVANCE PARADIGM, INC.


[INITIAL STAMP]


BY: /s/ JON S. HALBERT
    -----------------------------------

NAME:   Jon S. Halbert

TITLE:  Senior Vice-President, Chief Operating Officer








<PAGE>   13
                                 EXHIBIT "A-1"
                               AREA ONE PREMISES



                                AREA 1 PREMISES





                                  [FLOOR PLAN]
<PAGE>   14
                                 EXHIBIT "A-2"
                               AREA TWO PREMISES



                                AREA 2 PREMISES



                                  [FLOOR PLAN]
<PAGE>   15

                                  EXHIBIT "B"
                               LEGAL DESCRIPTION




     Lot 4 and 5, Block 3, Kas Business Park, an addition to the City of
Richardson, Texas according to the plat recorded in Volume 84030, Page 1544 of
the Deed Records of Dallas County, Texas.




<PAGE>   16
                                   EXHIBIT "C"
                         BUILDING RULES AND REGULATIONS


     1. Landlord agrees to furnish Tenant two keys without charge. Additional
keys will be furnished at a fee. Tenant agrees to deposit a reasonable amount
fixed by Landlord from time to time for each key issued by Landlord to Tenant
for Tenants offices, and upon termination of this Lease, Tenant agrees to return
all keys to Landlord. Landlord shall refund any amount deposited upon return of
all keys.

     2. Tenant shall not alter any lock or install any new or additional locks
or any bolts or windows of the Premises, without the prior written consent of
Landlord.

     3. No Tenant shall at any time occupy any part of the Premises as sleeping
or lodging quarters.

     4. Landlord will not be responsible for lost or stolen personal property,
equipment, money or jewelry from the Premises, the Building or the Common Area
regardless of whether such loss occurs when area is locked against entry or not.

     5. No birds, fowl, or animals shall be brought into or kept in or about the
Premises.

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

     7. No person shall disturb the other occupants of the Building by the use
of any musical instruments, the making of unseemly noises, causing objectionable
odors, or other unreasonable use.

     8. Any action or condition not meeting the highest standard of dignity and
good taste should be reported directly to Landlord.

     9. Tenant shall refer all contractors, contractor's representatives and
installation technicians rendering any service to Tenant, to Landlord for
Landlord's approval, which shall not be unreasonably withheld, before
performance of any contractual service. This provision shall apply to all work
performed in the Building, including, without limitation, installation of
telephones, telegraph equipment, electrical devices and attachments and
installations of any nature affecting floors, walls, woodwork, trim, windows,
ceilings, equipment or any other physical portion of the Building.

     10. No signs, advertisements or notices shall be allowed in any form on
windows or doors inside or outside the Premises or any other part of the
Building which are visible from the Common Areas, and no signs except in
uniform location and uniform styles fixed by Landlord shall be permitted on
exterior identification pylons, if any, in the public corridors or on corridor
doors or entrances to the Premises.

     11. No draperies, shutters, or other window covering shall be installed on
exterior windows or walls or windows and doors facing public corridors without
Landlord's written approval which shall not be unreasonably withheld. Landlord
shall have the right to require installation and continued use of uniform window
covering for such windows.

     12. Tenant shall not place, install or operate in the Premises or in any
other part of the Building any engine, stove or cook thereon or therein, or
place or use in or about the Premises any explosives, gasoline, kerosene, oil,
acids, caustics or any (other than with a microwave oven) other inflammable,
explosive or hazardous materials, fluid or substance without the prior written
consent of Landlord which shall not be unreasonably withheld.

     13. Employees of Landlord shall not receive or carry messages for or to any
tenant or other person, nor contract with or render free or paid services to any
tenant or tenant's agents, employees or invitees. In the event any of Landlord's
employees perform any such services, such employee shall be deemed to be the
agent of any such tenant regardless of whether or how payment is arranged for
services, and Landlord is expressly relieved from and all liability in
connection with any such services and any associated injury or damage to person
or property.

     14. None of the entries, sidewalks, vestibules, elevator shafts, passages,
doorways or hallways and similar areas shall be blocked or obstructed, or any
rubbish, litter, trash or material of any nature placed, emptied or thrown into
such areas, or such areas be used at any time for any purpose except for ingress
or egress by Tenant, Tenant's agents, employees or invitees to and from the
Premises and for going from one to another part of the Building.

     15. Tenant and Tenant's employees, agents and invitees shall observe and
comply with the driving and parking signs and markers on the premises or parking
facilities surrounding the Building.

     16. Landlord shall have the right to prescribe the weight and position of
safes, computers and other heavy equipment which shall, in all cases, in order
to distribute their weight, stand on supporting devices approved by Landlord.
All damage done to the Premises or to the Building by placing in or taking out
any property of Tenant, or done by Tenant's property while in the Premises or
the Building, shall be repaired immediately at the sole expense of Tenant.
<PAGE>   17
                                  EXHIBIT "D-1"
                                   WORKLETTER
                                    AREA ONE

     1. COMPLETION SCHEDULE. The following schedule (the "Work Schedule") is
hereby established for the planning and completion of the installation of the
Area One Improvements (as defined in Paragraph 2 below) to be constructed in
Area One.

<TABLE>
<S>                                                                                                          <C>
     Tenant submits space plan to Landlord for approval.                                                    05/26/00
     Landlord review and approval of space plan (or comments specifying those items not approved).          06/02/00
     Tenant submits Area One Plans (as hereinafter defined) to Landlord for approval.                       06/30/00
     Landlord review and approval of Area One Plans (or comments specifying those items not approved).      07/14/00
     Bid period complete.                                                                                   07/21/00
     Commence construction.                                                                                 07/24/00
     Substantial completion                                                                                 11/01/00
</TABLE>

     2. AREA ONE IMPROVEMENTS. Reference herein to "Area One Improvements"
shall include all work to be done in Area One pursuant to the Area One Plans
(defined in Paragraph 3 below), including, but not limited to, partitioning,
doors, ceilings, floor coverings, wall finishes (including paint and wall
covering), electrical (including lighting, switching, telephones, outlets,
etc.), plumbing, heating, ventilating and air conditioning, fire protection,
cabinets and other millwork.

     3. AREA ONE PLANS. Tenant has retained Corgan Associates Architects (the
"Architect") for space planning and architectural design of Area One. In
accordance with the Work Schedule, Tenant shall cause Architect to prepare a
space plan for the layout of Area One and final working drawings and
specifications for the Area One Improvements. Such final working drawings and
specifications are referred to herein as the "Area One Plans." Tenant may, at
Tenant's option, to further retain the services of a state registered
mechanical, electrical and plumbing design engineer for preparation of that
portion of the Area One Plans that pertains to the mechanical, electrical and
plumbing systems. The Area One Plans must meet Landlord's minimum standard
specifications (herein referred to as the "Standards" or "Building Standards"
and attached hereto as EXHIBIT "H" for tenant improvements for the Building, and
are subject to Landlord's final approval.

          In accordance with the Work Schedule Landlord will advise Tenant in
writing of Landlord's approval or disapproval of the Area One Plans. If Landlord
disapproves any aspect of the Area One Plans, Landlord shall so notify Tenant
and specify the reasons for such disapproval (including, without limitation, any
change in the nature or scope of the work contemplated by the preliminary space
plan). Landlord may also specify how any such disapproved item may be made
reasonably acceptable to Landlord, and Tenant shall, within five (5) business
days thereafter, deliver to Landlord revised Area One Plans incorporating the
revisions required by Landlord.

          Tenant shall have the sole responsibility for compliance of the Area
One Plans with all applicable statutes, codes, ordinances and other regulations
including but not limited to, the provisions of the Texas Architectural Barriers
Act, the American With Disabilities Act of 1990, and interpretations or
regulations promulgated thereunder and/or amendments thereto, and that all of
the mechanical, electrical and engineering systems affecting the Premises are
Year 2000 compliant and all such systems run by a timer, computer, computer
program, microchip, software or similar device will recognize the digits "00" as
the Year 2000, if necessary, and continue to operate uninterrupted and in a
proper manner and the approval of the Area One Plans by Landlord shall not
constitute an indication, representation or certification by Landlord that such
Area One Plans are in compliance with said statutes, codes, ordinances and other
regulations. In addition, Landlord shall not be responsible for any deficiencies
or defects in the Area One Improvements resulting from Tenant's design and
preparation of the Area One Plans.

     4. NON-STANDARD TENANT IMPROVEMENTS. Landlord shall permit Tenant to
deviate from the Standards for the Area One Improvements (the "Non-Standards"),
provided that (a) the deviations shall not be of a lesser quality than the
Standards; (b) the deviations conform to applicable governmental regulations,
and necessary governmental permits and approvals have been secured; (c) the
deviations do not require building service beyond the level normally provided to
other tenants in the Building and do not overload the floors; and (d) such
deviations do not affect the mechanical or the structural integrity of the
Building, alter the character or the storefront of the Building, or adversely
affect the utility systems.

     5. FINAL PRICING AND DRAWING SCHEDULE. In accordance with the Work
Schedule, Landlord shall obtain bids for construction of the Area One
Improvements from a minimum of three (3) mutually acceptable general contractors
and/or subcontractors (the "Approved Contractors"). Tenant shall have the right
to review all bid documents and to be present when the bids are received. Unless
Landlord and Tenant shall mutually agree to the contrary, the Approved
Contractor which submitted the lowest qualified bid shall be deemed to be the
selected "Contractor". Notwithstanding the above, upon mutual agreement,
Landlord and Tenant may elect to construct the Area One Improvements through a
"fast-track" approach, in lieu of a "hard bid" approach. In this approach, the
Contractor will be selected through the solicitation of fee proposals from the
Approved Contractors. Except as hereinafter provided, the Contractor shall be
required to obtain competitive bids from a minimum of three (3) mutually
acceptable subcontractors for each of the principal portions of construction of
the Area One Improvements including those who furnish materials or equipment
fabricated to a special design. Unless Landlord and Tenant shall mutually agree
to the contrary, the subcontractor which submits the lowest qualified bid shall
be deemed to be the selected subcontractor. The roofing subcontractor shall be
Greater Dallas Roofing and the subcontractor for exterior glass shall be
Guardian Glass. Various components of the Area One Improvements may be issued to
the Contractor for construction separately (e.g. drywall, mechanical/electrical
systems, finishes). The construction contract shall provide (i) that the Tenant
and The Staubach Company be named as additional insureds, (ii) a one year
warranty period, (iii) identify Contractor's overhead and profit for Change
Orders, and (iv) that all equipment installed is Year 2000 compliant.

          After final approval of the Area One Plans, no further changes may be
made thereto without the prior written approval from both Landlord (which shall
not be unreasonably withheld) and Tenant, and then only after agreement by
Tenant to pay any excess costs resulting from the design and/or construction of
such changes. Tenant hereby acknowledges that any such changes shall be subject
to the terms of Paragraph 8 below.

     6. CONSTRUCTION OF AREA ONE IMPROVEMENTS. Landlord shall cause Contractor
to begin installation of the Area One Improvements in accordance with the Area
One Plans and the Work Schedule. Landlord shall supervise the completion of such
work and shall use its reasonable efforts to secure substantial completion of
the work in accordance with the Work Schedule. The cost of such work shall be
paid as provided in Paragraph 7 below.


                                  Page 1 of 3
<PAGE>   18




7.   PAYMENT FOR THE AREA ONE IMPROVEMENTS.

          (a) Landlord hereby grants to Tenant a "Area One Allowance" in an
amount not to exceed $28.00 per square foot of rentable area in Area One for
construction of the Area One Improvements.

     The Area One Allowance shall be used only for:

              (i) Payment of the cost of preparing the space plan and the Area
One Plans, including mechanical, electrical, plumbing and structural drawings
and of all other aspects necessary to complete the Area One Plans.

              (ii) Payment of the cost of installation of wiring and cabling
       within the Premises,

              (iii) Payment of the cost of plan check, permit and license fees
       relating to construction of the Area One Improvements;

              (iv) Payment for the cost of construction of the Area One
       Improvements, including, but not limited to, the following:

                  (A)      Installation within Area One of all partitioning,
                           doors, floor coverings, ceilings, wall coverings and
                           painting, millwork and similar items;

                  (B)      All electrical wiring, lighting fixtures, outlets and
                           switches, and other electrical work to be installed
                           within Area One;

                  (C)      The furnishing and installation of all duct work,
                           terminal boxes, diffusers and accessories required
                           for the completion of the heating, ventilation and
                           air conditioning systems within Area One;

                  (D)      Any additional Tenant requirements including, but not
                           limited to, odor control, special heating,
                           ventilation and air conditioning, noise or vibration
                           control or other special systems;

                  (E)      All fire and life safety control systems including,
                           without limitation, fire walls, halon, fire alarms,
                           piping, wiring and accessories, installed within Area
                           One;

                  (F)      All plumbing, fixtures, pipes and accessories to be
                           installed within Area One;

                  (G)      Testing and inspection costs; and

                  (H)      Contractors' fees, including but not limited to any
                           fees based on general conditions.

         Tenant's construction costs shall exclude (i) Landlord's construction
management fee, (ii) costs resulting from shell building not being in compliance
with building codes, (iii) increases that are the result of Landlord's
requirements to use select contractors, subcontractors or equipment with the
exception of work associated with systems which were installed with the shell
building such as roof, glass, and exterior features of the Building (as
specifically provided in Paragraph 5 herein), and (iv) removal or relocation of
stored materials left from prior occupants, if any.

         Notwithstanding anything contained herein to the contrary,
reimbursement for or payment of the cost of those expenses as provided in (i)
and (ii) above shall not exceed $2.50 per square foot of the Area One Allowance.

         (b) The cost of each item referenced in Paragraph 7(a) above shall be
charged against the Area One Allowance. In the event that the cost of installing
the Area One Improvements, as established by Contractor's bid, shall exceed the
Area One Allowance, or if any of the Area One Improvements are not to be paid
out of the Area One Allowance as provided in Paragraph 7(a) above, the excess
(the "Excess") shall be paid by Tenant to Landlord prior to two weeks following
the commencement of construction of the Area One Improvements. Landlord shall
use best efforts to deposit the Excess into an interest bearing account. Any
interest earned shall accrue as additional Excess. In the event that the actual
cost of installing the Area One Improvements exceeds the Area One Allowance but
is less than the Excess, then Landlord shall refund such unused portion of the
Excess to Tenant within thirty (30) days following Landlord's determination of
final costs.

         (c) In the event that, after the Area One Plans have been prepared and
a price therefor established by Landlord, Tenant shall require any changes or
substitutions to the Area One Plans, any additional costs related thereto shall
be paid by Tenant to Landlord prior to the commencement of construction of the
Area One Improvements. Landlord shall have the right to decline Tenant's request
for a change to the Area One Plans if such changes are inconsistent with the
provisions of Paragraphs 3 and 4 above, or if the change would, in Landlord's
opinion, unreasonably delay construction of the Area One Improvements.

         (d) In the event that increases in the cost of the Area One
Improvements as set forth in Contractor's bid are due to the requirements of
any governmental agency, Tenant shall pay Landlord the amount of such increase
within five (5) days of Landlord's written notice; provided, however, that
Landlord shall first apply toward such increase any remaining balance in the
Area One Allowance.

         In the event that Tenant shall fail to timely pay to Landlord any
amounts due as provided in Paragraphs 7(b), 7(c) and 7(d) above, Landlord shall
have the right to stop construction until such time as the monies have been paid
and any resultant delay in Substantial Completion shall constitute a Tenant
Delay as hereinafter provided.

         (e) In the event that the cost of installing the Area One Improvements
are less than the Area One Allowance, then Base Rental as defined in Paragraph
1.P of the Lease shall be reduced by an amount equal to the unused portion of
the Area One Allowance divided by ninety-six (96).

     8. COMPLETION OF AREA ONE IMPROVEMENTS AND COMMENCEMENT DATE. Reference
herein to "Substantial Completion" shall mean the date on which construction and
installation of the Area One Improvements have been inspected and approved for
occupancy by the City of Richardson, notwithstanding the fact that minor details
of construction, mechanical adjustments or decorations which do not materially
interfere with Tenant's use and enjoyment of Area One remain to be performed
(items normally referred to as "punchlist" items). "Substantially Complete"
shall mean that "Substantial Completion shall have occurred.

     In the event that on the Commencement Date the Area One Improvements are
not Substantially Completed then, notwithstanding Paragraph 1.M of the Lease,
the Commencement Date shall be postponed (as Tenant's sole and exclusive remedy)
until such work is Substantially Completed, the Term shall continue for the full
period of time set forth in Paragraph 1.O of the Lease, and Landlord shall not
be liable for any claims or damages in connection with the failure to
Substantially Complete the Area One Improvements by a specific date; provided,
however, that if there shall be a delay in Substantial Completion of the Area
One Improvements as a result of (a) Tenant's failure to approve any items or
perform any other obligation in accordance with and by the date specified in the
Work Schedule, (b) Tenant's request for materials, finishes or installations
other than those readily available, (c) Tenant's changes in the Area One Plans
after the approval by Tenant, (d) Tenant's request to deviate from the Standards
for Area One Improvements, (e) the performance of any work contemplated herein
by a contractor or agent employed by Tenant or any other delay caused directly
by Tenant, its agents or employees (including, without limitation, Tenant's
failure to timely pay to Landlord any amounts due as provided in Paragraphs
7(b), 7(c) and 7(d)) (collectively the "Tenant Delays") then the Commencement
Date shall be accelerated by


                                  Page 2 of 3


<PAGE>   19



the number of days of such delay. Landlord shall use best efforts to notify
Tenant of any Tenant Delays within seven (7) business days following any such
occurrence. Failure to provide such notice to Tenant shall not be construed as a
waiver of any such Tenant Delays.

          9. WAIVER & INDEMNIFICATION: Tenant shall have access to the Premises
thirty (30) days prior to Substantial Completion for installation of furniture
and communications equipment. Tenant hereby waives all claims against Landlord
for damages to goods, wares and merchandise in, and upon, or about the Premises
from any incident arising at any time during the period in which Tenant's agents
are installing signs, fixtures, or any other equipment and/or constructing any
improvements in the Premises. Tenant will also hold Landlord exempt and harmless
from any damage or injury to any person arising from the such installations or
construction of the Tenant Improvements by Tenant.





                                  Page 3 of 3


<PAGE>   20
                                  EXHIBIT "D-2"
                                   WORKLETTER
                                    AREA TWO

     1. COMPLETION SCHEDULE. The following schedule (the "Work Schedule") is
hereby established timetable for the planning and completion of the installation
of the Area Two Improvements (as defined in Paragraph 2 below) to be constructed
in Area Two.

<TABLE>

<S>                                                                                                             <C>
     Tenant submits space plan to Landlord for approval.                                                        05/25/01
     Landlord review and approval of space plan (or comments specifying those item~ not approved).              06/01/01
     Tenant submits Area Two Plans (as hereinafter defined) to Landlord for approval.                           06/29/01
     Landlord review and approval of Area Two Plans (or comments specifying those items not approved).          07/13/01
     Bid period complete.                                                                                       07/20/01
     Commence construction.                                                                                     07/23/01
     Substantial completion                                                                                     11/01/01
</TABLE>


     2. AREA TWO IMPROVEMENTS. Reference herein to "Area Two Improvements"
shall include all work to be done in Area Two pursuant to the Area Two Plans
(defined in Paragraph 3 below), including, but not limited to, partitioning,
doors, ceilings, floor coverings, wall finishes (including paint and wall
covering), electrical (including lighting, switching, telephones, outlets,
etc.), plumbing, heating, ventilating and air conditioning, fire protection,
cabinets and other millwork.

     3. AREA TWO PLANS. Tenant has retained Corgan Associates Architects (the
"Architect") for space planning and architectural design of Area Two. In
accordance with the Work Schedule, Tenant shall cause Architect to prepare a
space plan for the layout of Area Two and final working drawings and
specifications for the Area Two Improvements. Such final working drawings and
specifications are referred to herein as the "Area Two Plans." Tenant may, at
Tenant's option, to further retain the services of a state registered
mechanical, electrical and plumbing design engineer for preparation of that
portion of the Area Two Plans that pertains to the mechanical, electrical and
plumbing systems. The Area Two Plans must meet Landlord's minimum standard
specifications (herein referred to as the "Standards" or "Building Standards"
and attached hereto as EXHIBIT "H" for tenant improvements for the Building and
are subject to Landlord's final approval.

         In accordance with the Work Schedule, Landlord will advise Tenant in
writing of Landlord's approval or disapproval of the Area Two Plans. If Landlord
disapproves any aspect of the Area Two Plans, Landlord shall so notify Tenant
and specify the reasons for such disapproval (including, without limitation,
any change in the nature or scope of the work contemplated by the preliminary
space plan). Landlord may also specify how any such disapproved item may be made
reasonably acceptable to Landlord, and Tenant shall, within five (5) business
days thereafter, deliver to Landlord revised Area Two Plans incorporating the
revisions required by Landlord.

         Tenant shall have the sole responsibility for compliance of the Area
Two Plans with all applicable statutes, codes, ordinances and other regulations
including but not limited to, the provisions of the Texas Architectural Barriers
Act, the American With Disabilities Act of 1990, and interpretations or
regulations promulgated thereunder and/or amendments thereto, and that all of
the mechanical, electrical and engineering systems affecting the Premises are
Year 2000 compliant and all such systems run by a timer, computer, computer
program, microchip, software or similar device will recognize the digits "00" as
the Year 2000, if necessary, and continue to operate uninterrupted and in a
proper manner and the approval of the Area Two Plans by Landlord shall not
constitute an indication, representation or certification by Landlord that such
Area Two Plans are in compliance with said statutes, codes, ordinances and other
regulations. In addition, Landlord shall not be responsible for any deficiencies
or defects in the Area Two Improvements resulting from Tenant's design and
preparation of the Area Two Plans.

     4. NON-STANDARD TENANT IMPROVEMENTS. Landlord shall permit Tenant to
deviate from the Standards for the Area Two Improvements (the "Non-Standards"),
provided that (a) the deviations shall not be of a lesser quality than the
Standards; (b) the deviations conform to applicable governmental regulations,
and necessary governmental permits and approvals have been secured; (c) the
deviations do not require building service beyond the level normally provided to
other tenants in the Building and do not overload the floors; and (d) such
deviations do not affect the mechanical or the structural integrity of the
Building, alter the character or the storefront of the Building, or adversely
affect the utility systems.

     5. FINAL PRICING AND DRAWING SCHEDULE. In accordance with the Work
Schedule, Landlord shall obtain bids for construction of the Area Two
Improvements from a minimum of three (3) mutually acceptable general
contractors and/or subcontractors (the "Approved Contractors"). Tenant shall
have the right to review all bid documents and to be present when the bids are
received. Unless Landlord and Tenant shall mutually agree to the contrary, the
Approved Contractor which submitted the lowest qualified bid shall be deemed to
be the selected "Contractor". Notwithstanding the above, upon mutual agreement,
Landlord and Tenant may elect to construct the Area Two Improvements through a
"fast-track" approach, in lieu of a "hard bid" approach. In this approach, the
Contractor will be selected through the solicitation of fee proposals from the
Approved Contractors. Except as hereinafter provided, the Contractor shall be
required to obtain competitive bids from a minimum of three (3) mutually
acceptable subcontractors for each of the principal portions of construction of
the Area Two Improvements including those who furnish materials or equipment
fabricated to a special design. Unless Landlord and Tenant shall mutually agree
to the contrary, the subcontractor which submits the lowest qualified bid shall
be deemed to be the selected subcontractor. The roofing subcontractor shall be
Greater Dallas Roofing and the subcontractor for exterior glass shall be
Guardian Glass. Various components of the Area Two Improvements may be issued to
the Contractor for construction separately (e.g. drywall, mechanical/electrical
systems, finishes). The construction contract shall provide (i) that the Tenant
and The Staubach Company be named as additional insureds, (ii) a one year
warranty period, (iii) identify Contractor's overhead and profit for Change
Orders, and (iv) that all equipment installed is Year 2000 compliant.

     After final approval of the Area Two Plans, no further changes may be made
thereto without the prior written approval from both Landlord (which shall not
be unreasonably withheld) and Tenant, and then only after agreement by Tenant to
pay any excess costs resulting from the design and/or construction of such
changes. Tenant hereby acknowledges that any such changes shall be subject to
the terms of Paragraph 8 below.

     6. CONSTRUCTION OF AREA TWO IMPROVEMENTS. Landlord shall cause Contractor
to begin installation of the Area Two Improvements in accordance with the Area
Two Plans and the Work Schedule. Except as specifically provided in Paragraph 9
herein, Landlord shall have no obligation to commence construction of the Area
Two Improvements prior to September 15, 2000. Landlord shall supervise the
completion of such work and shall use its reasonable efforts to secure
substantial completion of the work in accordance with the Work Schedule. The
cost of such work shall be paid as provided in Paragraph 7 below.

                                   Page 1 of 3


<PAGE>   21
7.   PAYMENT FOR THE AREA TWO IMPROVEMENTS.

          (a) Landlord hereby grants to Tenant a "Area Two Allowance" in an
amount not to exceed $28.00 per square foot of rentable area in Area Two for
construction of the Area Two Improvements.

     The Area Two Allowance shall be used only for:

              (i) Payment of the cost of preparing the space plan and the Area
Two Plans, including mechanical, electrical, plumbing and structural drawings
and of all other aspects necessary to complete the Area Two Plans;

              (ii) Payment of the cost of installation of wiring and cabling
within the Premises,

              (iii) Payment of the cost of plan check, permit and license fees
relating to construction of the Area Two Improvements;

              (iv) Payment for the cost of construction of the Area Two
Improvements, including, but not limited to, the following:

                  (A)    Installation within Area Two of all partitioning,
                         doors, floor coverings, ceilings, wall coverings and
                         painting, millwork and similar items;

                  (B)    All electrical wiring, lighting fixtures, outlets and
                         switches, and other electrical work to be installed
                         within Area Two;

                  (C)    The furnishing and installation of all duct work,
                         terminal boxes, diffusers and accessories required for
                         the completion of the heating, ventilation and air
                         conditioning systems within Area Two;

                  (D)    Any additional Tenant requirements including, but not
                         limited to, odor control, special heating, ventilation
                         and air conditioning, noise or vibration control or
                         other special systems;

                  (E)    All fire and life safety control systems including,
                         without limitation, fire walls, halon, fire alarms,
                         piping, wiring and accessories, installed within Area
                         Two;

                  (F)      All plumbing, fixtures, pipes and accessories to be
                           installed within Area Two;

                  (G)      Testing and inspection costs; and

                  (H)      Contractors' fees, including but not limited to any
                           fees based on general conditions.

         Tenant's construction costs shall exclude (i) Landlord's construction
management fee, (ii) costs resulting from shell building not being in compliance
with building codes, (iii) increases that are the result of Landlord's
requirements to use select contractors, subcontractors or equipment with the
exception of work associated with systems which were installed with the shell
building such as roof glass, and exterior features of the Building (as
specifically provided in Paragraph 5 herein), and (iv) removal or relocation of
stored materials left from prior occupants, if any.

         Notwithstanding anything contained herein to the contrary,
reimbursement for or payment of the cost of those expenses as provided in (i)
and (ii) above shall not exceed $2.50 per square foot of the Area Two Allowance.

         (b) The cost of each item referenced in Paragraph 7(a) above shall be
charged against the Area Two Allowance. In the event that the cost of installing
the Area Two Improvements, as established by Contractor's bid, shall exceed the
Area Two Allowance, or if any of the Area Two Improvements are not to be paid
out of the Area Two Allowance as provided in Paragraph 7(a) above, the excess
(the "Excess") shall be paid by Tenant to Landlord prior to two weeks following
the commencement of construction of the Area Two Improvements. Landlord shall
use best efforts to deposit the Excess into an interest bearing account. Any
interest earned shall accrue as additional Excess. In the event that the actual
cost of installing the Area Two Improvements exceeds the Area Two Allowance but
is less than the Excess, then Landlord shall refund such unused portion of the
Excess to Tenant within thirty (30) days following Landlord's determination of
final costs.

         (c) In the event that, after the Area Two Plans have been prepared and
a price therefor established by Landlord, Tenant shall require any changes or
substitutions to the Area Two Plans, any additional costs related thereto shall
be paid by Tenant to Landlord prior to the commencement of construction of the
Area Two Improvements. Landlord shall have the right to decline Tenant's
request for a change to the Area Two Plans if such changes are inconsistent
with the provisions of Paragraphs 3 and 4 above, or if the change would, in
Landlord's opinion, unreasonably delay construction of the Area Two
Improvements.

         (d) In the event that increases in the cost of the Area Two
Improvements as set forth in Contractor's bid are due to the requirements of
any governmental agency, Tenant shall pay Landlord the amount of such increase
within five (5) days of Landlord's written notice; provided, however, that
Landlord shall first apply toward such increase any remaining balance in the
Area Two Allowance.

         In the event that Tenant shall fail to timely pay to Landlord any
amounts due as provided in Paragraphs 7(b), 7(c) and 7(d) above, Landlord shall
have the right to stop construction until such time as the monies have been
paid and any resultant delay in Substantial Completion shall constitute a Tenant
Delay as hereinafter provided.

         (e) In the event that the cost of installing the Area One Improvements
are less than the Area One Allowance, then Base Rental as defined in Paragraph
1.P of the Lease shall be reduced by an amount equal to the unused portion of
the Area One Allowance divided by ninety-six (96).

     8. COMPLETION OF AREA TWO IMPROVEMENTS AND AREA TWO COMMENCEMENT DATE.
Reference herein to "Substantial Completion" shall mean the date on which
construction and installation of the Area Two Improvements have been inspected
and approved for occupancy by the City of Richardson, notwithstanding the fact
that minor details of construction, mechanical adjustments or decorations which
do not materially interfere with Tenant's use and enjoyment of Area Two remain
to be performed (items normally referred to as "punchlist" items).
"Substantially Complete" shall mean that "Substantial Completion shall have
occurred.

     In the event that on the Area Two Commencement Date the Area Two
Improvements are not Substantially Completed then, notwithstanding Paragraph 1.N
of the Lease, the Area Two Commencement Date shall be postponed (as Tenant's
sole and exclusive remedy) until such work is Substantially Completed, the Term
shall continue for the full period of time set forth in Paragraph 1.0 of the
Lease, and Landlord shall not be liable for any claims or damages in connection
with the failure to Substantially Complete the Area Two Improvements by a
specific date; provided, however, that if there shall be a delay in Substantial
Completion of the Area Two Improvements as a result of (a) Tenant's failure to
approve any items or perform any other obligation in accordance with and by the
date specified in the Work Schedule, (b) Tenant's request for materials,
finishes or installations other than those readily available, (c) Tenant's
changes in the Area Two Plans after the approval by Tenant, (d) Tenant's request
to deviate from the Standards for Area Two Improvements, (e) the performance of
any work contemplated herein by a contractor or agent employed by Tenant or (f)
any other delay caused directly by Tenant, its agents or employees (including,
without limitation, Tenant's failure to timely pay to


                                   Page 2 of 3


<PAGE>   22



Landlord any amounts due as provided in Paragraphs 7(b), 7(c) and 7(d))
(collectively the "Tenant Delays") then the Area Two Commencement Date shall be
accelerated by the number of days of such delay. Landlord shall use best efforts
to notify Tenant of any Tenant Delays within seven (7) business days following
any such occurrence. Failure to provide such notice to Tenant shall not be
construed as a waiver of any such Tenant Delays.

     9. EARLY OCCUPANCY DATE. Provided the Area Two Plans have been prepared
and approved and Landlord has received four (4) months prior written notice
from Tenant, Tenant may elect to amend the Area Two Commencement Date to an
earlier date.


     10. WAIVER & INDEMNIFICATION: Tenant shall have access to the Premises
thirty (30) days prior to Substantial Completion for installation of furniture
and communications equipment. Tenant hereby waives all claims against Landlord
for damages to goods, wares and merchandise in, and upon, or about the Premises
from any incident arising at any time during the period in which Tenant's agents
are installing signs, fixtures, or any other equipment and/or constructing any
improvements in the Premises. Tenant will also hold Landlord exempt and harmless
from any damage or injury to any person arising from the such installations or
construction of the Tenant Improvements by Tenant.



                                  Page 3 of 3
<PAGE>   23


                                   EXHIBIT "E"
                            NON-DISTURBANCE AGREEMENT



     THIS AGREEMENT made this _____ day of ______________, 19___, between
______________________, a ________________ (hereinafter called "Lender"),
___________________________________, a _________ (hereinafter called "Tenant"),
and ______________, a _______________ (said landlord and its successors and
assigns occupying the position of landlord under the Lease hereinafter called
"Landlord").

                                WITNESSETH THAT:

     WHEREAS, Lender is the owner and holder of a Deed of Trust, Mortgage and
Security Agreement dated as of __________, 19___ (hereinafter called the
"Security Instrument"), recorded in ________ County, Texas covering the real
property described in Exhibit "A" and the buildings and improvements thereon
(hereinafter collectively called the "Mortgaged Premises") securing the payment
of a promissory note in the stated principal amount of $______________ payable
to the order of Lender;

     WHEREAS, Tenant is the tenant under Lease Agreement (hereinafter called
the "Lease") dated ____________________, made by Landlord, covering certain
property (hereinafter called the "Demised Premises") consisting of a part of the
Mortgaged Premises; and

     WHEREAS, Tenant and Lender desire to confirm their understanding with
respect to the Lease and the Security Instrument;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Lender and Tenant hereby agree and covenant as follows:

     1. SUBORDINATION. The Lease now is, and shall at all times and for all
purposes continue to be, subject and subordinate, in each and every respect, to
the Security Instrument, with the provisions of the Security Instrument
controlling in all respects over the provisions of the Lease, it being
understood and agreed that the foregoing subordination shall apply to any and
all increases, renewals, modifications, extensions, substitutions, replacements
and/or consolidations of the Security Instrument, provided that any and all such
increases, renewals, modifications, extensions, substitutions, replacements
and/or consolidations shall nevertheless be subject to the terms of this
Agreement.

     2. NON-DISTURBANCE. So long as (i) Tenant is not in default (beyond any
period given Tenant to cure such default) in the payment of rent or additional
rent or in the performance of any of the other terms, covenants or conditions of
the Lease on Tenant's part to be performed, (ii) the Lease is in full force and
effect according to its original terms, or with such amendments or modifications
as Lender shall have approved, and (iii) Tenant attorns to Lender or a purchaser
of the Mortgaged Premises as provided in Paragraph 3, then (a) Tenant's
possession, occupancy, use and quiet enjoyment of the Demised Premises under the
Lease, or any extensions or renewals thereof or acquisition of additional space
which may be effected in accordance with any option therefor in the Lease, shall
not be terminated, disturbed, diminished or interfered with by Lender in the
exercise of any of its rights under the Security Instrument, and (b) Lender
will not join Tenant as a party defendant in any action or proceeding for the
purpose of terminating Tenant's interest and estate under the Lease because of
any default under the Security Instrument.

     3. ATTORNMENT. If Lender shall become the owner of the Mortgaged Premises
or the Mortgaged Premises shall be sold by reason of non-judicial or judicial
foreclosure or other proceedings brought to enforce the Security Instrument or
the Mortgaged Premises shall be conveyed by deed in lieu of foreclosure, the
Lease shall continue in full force and effect as a direct Lease between Lender
or other purchaser of the Mortgaged Premises, who shall succeed to the rights
and duties of Landlord, and Tenant, and Tenant shall attorn to Lender or such
purchaser, as the case may be, upon any such occurrence and shall recognize
Lender or such purchaser, as the case may be, as the Landlord under the Lease.
Such attornment shall be effective and self-operative without the execution of
any further instrument on the part of any of the parties hereto. Tenant agrees,
however, to execute and deliver at any time and from time to time, upon the
request of Landlord or of any holder(s) of any of the indebtedness or other
obligations secured by the Security Instrument or any such purchaser, any
instrument or certificate which, in the sole reasonable judgment of the
requesting party, is necessary or appropriate, in connection with any such
foreclosure or deed in lieu of foreclosure or otherwise, to evidence such
attornment. Tenant hereby waives the provisions of any statute or rule of law,
now or hereafter in effect, which may give or purport to give Tenant any right
or election to terminate or otherwise adversely affect the Lease and the
obligations of Tenant thereunder as a result of any such foreclosure or deed in
lieu of foreclosure.

     4. OBLIGATIONS AND REMEDIES. If Lender shall become the owner of the
Mortgaged Premises or the Mortgaged Premises shall be sold by reason of
non-judicial or judicial foreclosure or other proceedings brought to enforce
the Security Instrument or the Mortgaged Premises shall be conveyed by deed
in lieu of foreclosure, Lender or other purchaser of the Mortgaged Premises, as
the case may be, shall have the same remedies by entry, action or otherwise in
the event of any default by Tenant (beyond any period given Tenant to cure such
default) in the payment of rent or additional rent or in the performance of any
of the other terms, covenants and conditions of the Lease on Tenant's part to
be performed that Landlord had or would have had if Lender or such purchaser had
not succeeded to the interest of Landlord. Upon attornment by Tenant as
provided herein, Lender or such purchaser shall be bound to Tenant under all the
terms, covenants and conditions of the Lease and Tenant shall have the same
remedies against Lender or such purchaser for the breach of an agreement
contained in the Lease that Tenant might have had under the Lease against
Landlord if Lender or such purchaser had not succeeded to the interest of
Landlord; provided, however, that Lender or such purchaser shall not be liable
or bound to Tenant:

              (a) for any act or omission of any prior landlord (including
Landlord); or

              (b) for any offsets or defenses which the Tenant might be entitled
to assert against Landlord arising prior to the date Lender takes possession of
Landlord's interest in the Lease or becomes a mortgagee in possession; or

              (c) for or by any rent or additional rent which Tenant might have
paid for more than the current month to any prior landlord (including Landlord);
or

              (d) by any amendment or modification of the Lease made without
Lender's consent; or

              (e) for any security deposit, rental deposit or similar deposit
given by Tenant to a prior landlord (including Landlord) unless such deposit is
actually paid over to Lender or such purchaser by the prior landlord; or

              (f) for any portion of the Tenant Allowance (as such term is
defined in the Lease) previously disbursed to Landlord by Lender pursuant to the
Construction Loan Agreement executed by and between Landlord and Lender; or




<PAGE>   24

              (g) for the construction of any improvements required of Landlord
under the Lease in the event Lender or such purchaser acquires title to the
Mortgaged Premises prior to full completion and acceptance by Tenant of
improvements required under the Lease; or

              (h) for the payment of any leasing commissions or other expenses
for which any prior landlord (including Landlord) incurred the obligation to
pay; or

              (i) by any provision of the Lease restricting use of other
properties owned by Lender, as landlord; or

              (j) by any notice given by Tenant to a prior landlord (including
Landlord) unless a copy thereof was also then given to Lender.

     The person or entity to whom Tenant attorns shall be liable to Tenant under
the Lease only for matters arising during such person's or entity's period of
ownership, and such liability shall terminate upon the transfer by such person
or entity of its interest in the Lease and the Mortgaged Premises.

     5. NO ABRIDGMENT. Nothing herein contained is intended, nor shall it be
construed, to abridge or adversely affect any right or remedy of Landlord under
the Lease in the event of any default by Tenant (beyond any period given Tenant
to cure such default) in the payment of rent or additional rent or in the
performance of any of the other terms, covenants or conditions of the Lease on
Tenant's part to be performed.

     6. NOTICES OF DEFAULT TO LENDER. Tenant agrees to give Lender a copy of any
default notice sent by Tenant to Landlord under the Lease.

     7. REPRESENTATIONS BY TENANT. Tenant represents and warrants to Lender that
Tenant has validly executed the Lease; the Lease is valid, binding and
enforceable and is in full force and effect in accordance with its terms; the
Lease has not been amended except as stated herein; no rent under the Lease has
been paid more than thirty (30) days in advance of its due date; there are no
defaults existing under the Lease; and Tenant, as of this date, has no charge,
lien, counterclaim or claim of offset under the Lease, or otherwise, against the
rents or other charges due or to become due under the Lease.

     8. RENT PAYMENT. If Lender shall become the owner of the Mortgaged Premises
or the Mortgaged Premises shall be sold by reason of non-judicial or judicial
foreclosure or other proceedings brought to enforce the Security Instrument or
the Mortgaged Premises shall be conveyed by deed in lieu of foreclosure, Tenant
agrees to pay all rents directly to Lender or other purchaser of the Mortgaged
Premises, as the case may be, in accordance with the Lease immediately upon
notice of Lender or such purchaser, as the case may be, succeeding to
Landlord's interest under the Lease. Tenant further agrees to pay all rents
directly to Lender immediately upon notice that Lender is exercising its rights
to such rents under the Security Instrument or any other loan documents
(including but not limited to any Assignment of Leases and Rents) following a
default by Landlord or other applicable party. Tenant shall be under no
obligation to ascertain whether a default by Landlord has occurred under the
Security Instrument or any other loan documents. Landlord waives any right,
claim or demand it may now or hereafter have against Tenant by reason of such
direct payment to Lender and agrees that such direct payment to Lender shall
discharge all obligations of Tenant to make such payment to Landlord.

     9. NOTICE OF SECURITY INSTRUMENT. To the extent that the Lease shall
entitle Tenant to notice of any deed of trust or security agreement, this
Agreement shall constitute such notice to the Tenant with respect to the
Security Instrument and to any and all other deeds of trust and security
agreements which may hereafter be subject to the terms of this Agreement.

     10. LANDLORD DEFAULTS. Tenant agrees with Lender that effective as of the
date of this Agreement: (i) Tenant shall not take any steps to terminate the
Lease for any default by Landlord or any succeeding owner of the Mortgaged
Premises until after giving Lender written notice of such default, stating the
nature of the default and giving Lender thirty (30) days from receipt of such
notice to effect cure of the same, or if cure cannot be effected within said
thirty (30) days due to the nature of the default, Lender shall have a
reasonable time to cure provided that it commences cure within said thirty (30)
day period of time and diligently carries such cure to completion; and (ii)
notice to Landlord under the Lease (oral or written) shall not constitute
notice to Lender.

     11. LIABILITY OF LENDER. If Lender shall become the owner of the Mortgaged
Premises or the Mortgaged Premises shall be sold by reason of foreclosure or
other proceedings brought to enforce the Security Instrument or the Mortgaged
Premises shall be conveyed by deed in lieu of foreclosure, Tenant agrees that,
notwithstanding anything to the contrary contained in the Lease, after such
foreclosure sale or conveyance by deed in lieu of foreclosure, Lender shall
have no personal liability to Tenant under the Lease and Tenant shall look
solely to the estate and property of Landlord in the Mortgaged Premises, to the
net proceeds of sale thereof or the rentals received therefrom, for the
satisfaction of Tenant's remedies for the collection of a judgment or other
judicial process requiring the payment of money by Landlord in the event of any
default or breach by Landlord with respect to any of the terms, covenants, and
conditions of the Lease to be observed or performed by Landlord and any other
obligation of Landlord created by or under this Lease, and no other property or
assets of Landlord or of its partners, officers, beneficiaries, co-tenants,
shareholders, or principals (as the case may be) shall be subject to levy,
execution or other enforcement procedures for the satisfaction of Tenant's
remedies. The term "Landlord" as used herein shall be limited to mean and
include only the owner or owners at the time in question of Landlord's interest
in the Lease, which term shall include Lender in the event Lender acquires title
to the Mortgaged Premises. Further, in the event of any transfer by Landlord of
Landlord's interest in this Lease, Landlord (and in the case of any subsequent
transfers or conveyances, the then assignor), including each of its partners,
officers, beneficiaries, co-tenants, shareholders or principals (as the case may
be) shall be automatically freed and released, from and after the date of such
transfer or conveyance, of all liability for the performance of any covenants
and agreements which accrue subsequent to the date of such transfer of
Landlord's interest.

     12. NOTICE. Any notice or communication required or permitted hereunder
shall be given in writing, sent by (a) personal delivery, or (b) expedited
delivery service with proof of delivery, or (c) United States mail, postage
prepaid, registered or certified mail, or (d) telegram, addressed as follows:

                       To Lender:
                       Address:



                       Attention:

                       To Tenant:
                       Address:



                       Attention:
<PAGE>   25





or to such other address or to the attention of such other person as hereafter
shall be designated in writing by the applicable party sent in accordance
herewith. Any such notice or communication shall be deemed to have been given
and received either at the time of personal delivery or, in the case of delivery
service or mail, as of the date of first attempted delivery at the address and
in the manner provided herein, or in the case of telegram, upon receipt.

     13. NO AMENDMENT, ASSIGNMENT OR SUBLETTING OF LEASE. Lender and Tenant
agree that Tenant's interest in and obligations under the Lease shall not be
altered or modified without the prior written consent of Lender. Lender and
Tenant also agree that Tenant shall neither assign the Lease or allow it to be
assigned in any manner nor sublet the Demised Premises or any part thereof
without the prior written consent of Lender in any situation where Landlord's
consent to any such action is required under the Lease.

     14. NO TERMINATION OF LEASE. Tenant agrees that during the term of this
agreement, Tenant will not enter into a consensual termination of the Lease with
Landlord without the prior written consent of Lender.

     15. MODIFICATION. This Agreement may not be modified orally or in any
manner other than by an agreement in writing signed by the parties hereto or
their respective successors in interest.

     16. SUCCESSOR LENDER. The term "Lender" as used throughout this Agreement
includes any successor or assign of Lender and any holder(s) of any interest in
the indebtedness secured by the Security Instrument.

     17. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their successors and assigns, and any
purchaser or purchasers at foreclosure of the Mortgaged Premises, and their
respective successors and assigns.

     18. PARAGRAPH HEADINGS. The paragraph headings contained in this
Agreement are for convenience only and shall in no way enlarge or limit the
scope or meaning of the various and several paragraphs hereof.

     19. GENDER AND NUMBER. Within this Agreement, words of any gender shall be
held and construed to include any other gender, and words in the singular number
shall be held and construed to include the plural and words in the plural
number shall be held and construed to include the singular, unless the context
otherwise requires.

     20. APPLICABLE LAW. This Agreement and the rights and duties of the parties
hereunder shall be governed by all purposes by the law of the state where the
Mortgaged Premises is located and the law of the United States applicable to
transactions within such state.

     IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be duly executed as of the day and year first above written.


LENDER:


By:
Name:
Title:


TENANT:


By:
Name:
Title:


LANDLORD:


By:
Name:
Title:


<PAGE>   26



THE STATE OF TEXAS)
COUNTY OF DALLAS)


     This instrument was acknowledged before me on ______________, 19___, by
_________________ of ______________________________, on behalf of said
corporation.

Notary Public, State of Texas


(Printed Name)


My Commission Expires:


THE STATE OF TEXAS)
COUNTY OF DALLAS)


     This instrument was acknowledged before me on __________________, 19___, by
_________________ of ______________________________, on behalf of said
corporation.




Notary Public, State of Texas


(Printed Name)


My Commission Expires:





THE STATE OF TEXAS)
COUNTY OF DALLAS)

     This instrument was acknowledged before me on ___________________ 19__, by
_________________ of ______________________________, on behalf of said
corporation.




Notary Public, State of Texas


(Printed Name)


My Commission Expires:


<PAGE>   27






                                   EXHIBIT "F"
                               SIGN SPECIFICATIONS


BUILDING MOUNTED

o    To be located on the top band facing Plano Road of the building, as
     approved by Landlord

o    Size not to exceed 3' high by 12' wide

o    Font style, logo, and color to be consistent with that used in Tenant's
     business operation

o    To consist of individual letters which may be backlit with white neon


<PAGE>   28







                                  EXHIBIT "G"
                                 REFUSAL SPACE



                             INTENTIONALLY OMITTED

<PAGE>   29
                                   EXHIBIT "H"
                           MINIMUM BUILDING STANDARDS



1.       Interior walls shall consist of 5/8" drywall over 2 1/2" or 3 5/8"
         metal studs, minimum of 24" on center.

2.       Interior ceilings shall be 2' X 4' acoustical lay in or better, where
         shown on the approved Area One Plans and Area Two Plans. The HVAC
         ductwork may be painted, but will be incorporated into the overall
         design. There may also be some use of custom accent pieces using
         alternative materials such as perforated metal, or translucent
         fiberglass.

3.       Flooring: Carpet for offices and open work areas shall be a minimum of
         $12.00 per square yard furnished and installed. Restroom floors shall
         be ceramic tile or other approved hard surface, where shown on the
         approved Area One Plans and Area Two Plans. Stained concrete and 1/4"
         epoxy terrazzo may be used in some areas.

4.       Millwork countertops shall be plastic laminate. All other general use
         millwork may be wood veneer millwork or paint grade millwork.

5.       Frames are to be knock down or hollow metal type. Doors are a minimum
         of 3' X 7', solid core wood and painted or stained wood veneer.
         Hardware shall be lever handle NT Falcon or better.

6.       Toilet partitions shall be floor or ceiling mounted composed of either
         plastic laminate or baked enamel.

7.       Light Fixtures shall be commercial office grade quality or better.

8.       Sprinkler heads in areas receiving ceilings shall be chrome semi
         recessed and shall meet the requirements of code based on the final
         ceiling design.

9.       Building standard power requirements are based on 3 watts per square
         foot of area within the premises.

10.      Window coverings are 1" aluminum blinds to match color of storefront.

11.      Air conditioning is based on approximately 1 ton per 300 square feet of
         area within the Premises

12.      Plumbing fixtures are flush valve and floor or wall mounted. Quantity
         of fixtures are as required by code.
<PAGE>   30


                                   EXHIBIT I







                                  [SITE PLAN]


<PAGE>   31
                      FIRST AMENDMENT TO LEASE AGREEMENT

         This First Amendment to Lease Agreement (the "First Amendment") is
entered into as of (but not necessarily on) the 19th day of June, 2000, by and
between CARDINAL TECHNOLOGY CENTER II, INC. (the "Landlord") and ADVANCE
PARADIGM, INC. (the "Tenant").

         WHEREAS, Landlord and Tenant have heretofore entered into that certain
Lease Agreement dated April 30, 2000 (the "Lease") for 25,122 rentable square
feet of space (the "Area One") and 23,190 rentable square feet of space (the
"Area Two") located at 1703 N. Plano Road, Richardson, Texas in Landlord's
project known as Cardinal Technology Center II; and,

         WHEREAS, Tenant desires to increase the rentable square feet of space
within Area One; and

         WHEREAS, Landlord and Tenant desire to amend the Lease to reflect the
terms and conditions of the increase in Area One.

         NOW THEREFORE, in consideration of the mutual covenants herein set
forth and of other good and valuable consideration received by Landlord,
Landlord and Tenant hereby agree as follows:

         1. DEFINITIONS. All defined terms used herein shall have the meaning
set forth in the Lease except as herein separately defined or specifically
amended.

         2. BASIC PROVISIONS. The terms, provisions and conditions of the Lease
are incorporated herein by this reference for all purposes as if fully set
forth herein.

         3. AREA ONE. Area One as defined in the Lease is hereby amended to be
36,857 square feet of rentable area contained within the Building and EXHIBIT
"A-1" to the Lease shall be superseded in its entirety by EXHIBIT "A-1"
attached hereto.

         4. AREA TWO. Area Two as defined in the Lease is hereby amended to be
11,455 square feet of rentable area contained within the Building and EXHIBIT
"A-2" to the Lease shall be superseded in its entirety by EXHIBIT"A-2" attached
hereto.

         5. TENANT'S PROPORTIONATE SHARE. Tenant's Proportionate Share as
defined in the Lease is hereby amended to be twenty-five and 89/100 percent
(25.89%). From and after the Area Two Commencement Date (as defined in the
Lease), Tenant's Proportionate Share shall be thirty-three and 94/100 percent
(33.94%).

         6. BASE RENTAL. Base Rental as defined in the Lease is hereby amended
to be $46,839.10 per month. From and after the Area Two Commencement Date, Base
Rental shall be $61,396.50 for the next sixty (60) months of the Term of this
Lease; then $66,429.00 per month for the remainder of the Term of this Lease;
each such monthly installment shall be due and payable on the first day of each
calendar month, in advance, without demand, deduction or setoff whatsoever.

         7. ALTERATIONS, ADDITIONS, AND IMPROVEMENTS. EXHIBIT "I" to the Lease
shall be superseded in its entirety by EXHIBIT "I" attached hereto and
Paragraph 10.3 of the Lease shall be amended by deleting the second paragraph
and replacing it with the following:

         Notwithstanding anything contained herein to the contrary, Landlord
         agrees to install, at Landlord's sole cost and expense and in a manner
         determined at Landlord's sole discretion, one hundred ten (110) covered
         parking spaces in such location as depicted in the attached "EXHIBIT
         "I", eighty-two (82) such spaces to be installed on or before the Area
         One Commencement Date and the remaining twenty-eight (28) to be
         installed on or before the Area Two Commencement Date

         8. Except as hereby expressly amended, clarified, or nullified, all
terms conditions and provisions of the Lease remain in full force and effect as
therein set forth and as so amended, clarified or nullified and are hereby
ratified as of the date hereof.

         IN WITNESS WHEREOF, this First Amendment is effective as of the date
and year first above set forth.

LANDLORD:    CARDINAL TECHNOLOGY CENTER II, INC.

BY:     /s/ MICHAEL R. MCCORMICK
       -----------------------------
NAME:   Michael R. McCormick
       -----------------------------
TITLE:  Vice President
       -----------------------------


TENANT:       ADVANCE PARADIGM, INC.


[INITIAL STAMP]


BY:     /s/ JON S. HALBERT
       -----------------------------
NAME:
       -----------------------------
TITLE:
       -----------------------------
<PAGE>   32


                                 EXHIBIT "A-1"
                               AREA ONE PREMISES








                                AREA 1 PREMISES



                                  [FLOOR PLAN]


<PAGE>   33


                                 EXHIBIT "A-2"
                               AREA TWO PREMISES








                                AREA 2 PREMISES



                                  [FLOOR PLAN]


<PAGE>   34


                                   EXHIBIT "I"







                                  [SITE PLAN]


<PAGE>   35
                      SECOND AMENDMENT TO LEASE AGREEMENT

         This Second Amendment to Lease Agreement (the "Amendment") is made and
entered into this 15th day of September, 2000 ("Effective Date"), by and between
Cardinal Technology Center II, Inc. ("Landlord") and Advance Paradigm, Inc.
("Tenant").

         WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
on April 30, 2000 ("Effective Date"), as amended by the First Amendment to Lease
Agreement ("First Amendment") dated June 19, 2000 (collectively the "Lease"),
covering premises described therein as 48,312 rentable square feet of space at
that certain property commonly known as 1703 N. Plano Road, Richardson, Texas
and defined in the First Amendment as "Area One" and "Area Two" (collectively,
the "Premises") in Landlord's project known as Cardinal Technology Center II;
and

         WHEREAS, Tenant Improvements (as defined in the Lease) and tenant
finish-work are under construction in Area One of the Premises pursuant to
Exhibit "D-1" attached to the Lease; and

         WHEREAS, Landlord and Tenant desire and agree to modify the Lease.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Landlord and Tenant hereby amend the
Lease as follows:

1. WORK LETTERS. Exhibits "D-1" and "D-2" attached to the Lease shall be
superseded in their respective entirety by Exhibits "D-1" and "D-2" attached
hereto and incorporated by reference as if set forth at length.

2. All other terms and conditions of the Lease, except as specifically amended
or modified by this amendment, shall remain in effect and unchanged.

                  [Remainder of Page Intentionally Left Blank]


SECOND AMENDMENT TO COMMERCIAL LEASE AGREEMENT - Page 1


<PAGE>   36

         IN WITNESS WHEREOF, the parties hereto have signed this Second
Amendment to Lease Agreement as of the date first set forth above.


CARDINAL TECHNOLOGY CENTER II, INC.

By:
   -----------------------------
Name:
     ---------------------------
Title:
      --------------------------


ADVANCE PARADIGM, INC.

By: /s/  JON S. HALBERT
   -----------------------------
Name: Jon S. Halbert
     ---------------------------
Title: Vice Chairman
      --------------------------



SECOND AMENDMENT TO COMMERCIAL LEASE AGREEMENT - Page 2


<PAGE>   37

                                 EXHIBIT "D-1"
                                   WORKLETTER
                                    AREA ONE


         1. COMPLETION SCHEDULE. As of the Effective Date (as defined in the
Second Amendment to Lease Agreement dated September 15, 2000 ("Second
Amendment")) of the Second Amendment, the following work has been completed
concerning the installation of the Area One Improvements (as defined in
Paragraph 2 below) to be constructed in Area One:

         Tenant has submitted space plans to Landlord for approval;

         Landlord has reviewed and approved the space plans;

         Tenant has submitted Area One Plans (as hereinafter defined) to
         Landlord for approval;

         Landlord has reviewed and approved Area One Plans;

         Bid period is complete;

         Construction has commenced in Area One; and

         Substantial completion is scheduled is occur on or before 11/01/00.

         2. AREA ONE IMPROVEMENTS. Reference herein to "Area One Improvements"
shall include all work to be done in Area One pursuant to the Area One Plans
(defined in Paragraph 3 below), including, but not limited to, partitioning,
doors, ceilings, floor coverings, wall finishes (including paint and wall
covering), electrical (including lighting, switching, telephones, outlets,
etc.), plumbing, heating, ventilating and air conditioning, fire protection,
cabinets and other millwork.

         3. AREA ONE PLANS. Tenant has retained Corgan Associates Architects
(the "Architect") for space planning and architectural design of Area One.
Architect has prepared final working drawings and specifications for the Area
One Improvements. Such final working drawings and specifications are referred to
herein as the "Area One Plans." Tenant may, at Tenant's option, to further
retain the services of a state registered mechanical, electrical and plumbing
design engineer for preparation of that portion of the Area One Plans that
pertains to the mechanical, electrical and plumbing systems. The Area One Plans
meet Landlord's minimum standard specifications (herein referred to as the
"Standards" or "Building Standards" and attached hereto as EXHIBIT "H") for
tenant improvements for the Building. Landlord has advised Tenant of Landlord's
approval of the Area One Plans.

         Tenant shall have the sole responsibility for compliance of the Area
One Plans with all applicable statutes, codes, ordinances and other regulations
including but not limited to, the provisions of the Texas Architectural Barriers
Act, the American With Disabilities Act of 1990, and interpretations or
regulations promulgated thereunder and/or amendments thereto, and that all of
the mechanical, electrical and engineering systems affecting the Premises are
Year 2000 compliant and all such systems run by a timer, computer, computer
program, microchip, software or similar device will recognize the digits "00" as
the Year 2000, if necessary, and continue to operate uninterrupted and in a
proper manner and the approval of the Area One Plans by Landlord shall not
constitute an indication, representation or certification by Landlord that such
Area One Plans are in compliance with said statutes, codes, ordinances and other
regulations. In addition, Landlord shall not be responsible for any deficiencies
or defects in the Area One Improvements resulting from Tenant's design and
preparation of the Area One Plans.

         4. NON-STANDARD TENANT IMPROVEMENTS. Landlord shall permit Tenant to
deviate from the Standards for the Area One Improvements (the "Non-Standards"),
provided that (a) the deviations shall not be of a lesser quality than the
Standards; (b) the deviations conform to applicable governmental regulations,
and necessary governmental permits and approvals have been secured; (c) the
deviations do not require building service beyond the level normally provided to
other tenants in the Building and do not overload the floors; and (d) such
deviations do not affect the mechanical or the structural integrity of the
Building, alter the character or the storefront of the Building, or adversely
affect the utility systems.

         5. FINAL PRICING AND DRAWING SCHEDULE. Landlord has obtained bids for
construction of the Area One Improvements. Tenant has reviewed the bid
documents. Landlord and Tenant mutually agree that Pacific Builders Incorporated
has been selected as the "Contractor". Within three (3) days of the Effective
Date of the Second Amendment, Tenant shall engage Pacific Builders Incorporated
to act as the Contractor for the performance of the Area One Improvements in
accordance with the following conditions; the contract form for construction of
the Area One Improvements to be used will be an AIA Document A111, or a similar
document, which meets with Contractor's, Tenant's and Landlord's approval. The
roofing subcontractor shall be Greater Dallas Roofing and the subcontractor for
exterior glass shall be Guardian Glass. Various components of the Area One
Improvements may be issued to the Contractor for construction separately (e.g.
drywall, mechanical/electrical systems, finishes). The construction contract
shall provide (i) that the Tenant and The Staubach Company be named as
additional insureds, (ii) a one year warranty period, (iii) identify
Contractor's overhead and profit for Change Orders, and (iv) that all equipment
installed is Year 2000 compliant.

         No further changes to the Area One Plans may be made thereto without
the prior written approval from both Landlord (which shall not be unreasonably
withheld) and Tenant.
<PAGE>   38


         6. CONSTRUCTION OF AREA ONE IMPROVEMENTS. Tenant shall cause Contractor
to install the Area One Improvements in accordance with the Area One Plans. Such
construction shall be in a good and workmanlike manner and in accordance with
the Area One Plans. Tenant shall supervise the completion of such work and shall
use its reasonable efforts to secure substantial completion of the work on or
before November 1, 2000.

         The cost of such work shall be paid as provided in Paragraph 7 below.

         7. PAYMENT FOR THE AREA ONE IMPROVEMENTS.

                  (a) Landlord hereby grants to Tenant an "Area One Allowance"
in an amount not to exceed $28.00 per square foot of rentable area in Area One
for construction of the Area One Improvements.

         The Area One Allowance shall be used only for:

                           (i) Payment of the cost of preparing the space plan
and the Area One Plans, including mechanical, electrical, plumbing and
structural drawings and of all other aspects necessary to complete the Area One
Plans;

                           (ii) Payment of the cost of installation of wiring
and cabling within the Premises;

                           (iii) Payment of the cost of plan check, permit and
license fees relating to construction of the Area One Improvements;

                           (iv) Payment for the cost of construction of the Area
One Improvements, including, but not limited to, the following:

                                    (A)      Installation within Area One of all
                                             partitioning, doors, floor
                                             coverings, ceilings, wall coverings
                                             and painting, millwork and similar
                                             items;

                                    (B)      All electrical wiring, lighting
                                             fixtures, outlets and switches, and
                                             other electrical work to be
                                             installed within Area One;

                                    (C)      The furnishing and installation of
                                             all duct work, terminal boxes,
                                             diffusers and accessories required
                                             for the completion of the heating,
                                             ventilation and air conditioning
                                             systems within Area One;

                                    (D)      Any additional Tenant requirements
                                             including, but not limited to, odor
                                             control, special heating,
                                             ventilation and air conditioning,
                                             noise or vibration control or other
                                             special systems;

                                    (E)      All fire and life safety control
                                             systems including, without
                                             limitation, fire walls, halon, fire
                                             alarms, piping, wiring and
                                             accessories, installed within Area
                                             One;

                                    (F)      All plumbing, fixtures, pipes and
                                             accessories to be installed within
                                             Area One;

                                    (G)      Testing and inspection costs; and

                                    (H)      Contractors' fees, including but
                                             not limited to any fees based on
                                             general conditions.

         Tenant's construction costs shall exclude (i) Landlord's construction
management fee, (ii) costs resulting from shell building not being in compliance
with building codes, (iii) increases that are the result of Landlord's
requirements to use select contractors, subcontractors or equipment with the
exception of work associated with systems which were installed with the shell
building such as roof, glass, and exterior features of the Building (as
specifically provided in Paragraph 5 herein), and (iv) removal or relocation of
stored materials left from prior occupants, if any. Notwithstanding anything
contained herein to the contrary, reimbursement for or payment of the cost of
those expenses as provided in (i) and (ii) above shall not exceed $2.50 per
square foot of the Area One Allowance.

                  (b) The cost of each item referenced in Paragraph 7(a) above
shall be charged against the Area One Allowance. In the event that the cost of
installing the Area One Improvements shall exceed the Area One Allowance, or if
any of the Area One Improvements are not to be paid out of the Area One
Allowance as provided in Paragraph 7(a) above, the excess (the "Excess") shall
be paid by Tenant to Contractor.

                  (c) Tenant shall be solely responsible for all related
construction costs and expense, subject to reimbursement from the Area One
Allowance as herein provided. On or before the 25th day of each month, Tenant
shall notify Landlord in writing that a portion of the Area One Improvements
have been completed in accordance with the Area One Plans by submitting
Contractor's request for payment (American Institute of Architects Document
G702) and lien releases. Landlord shall inspect the construction and upon
verification of Substantial Completion, Landlord shall, within (20) business
days from receipt of Tenant's notice, issue a reimbursement payment to Tenant
for ninety percent (90%) of the actual cost of the construction completed during
that period, provided that Tenant delivers to Landlord a copy of Tenant's check
payable to Contractor for said amount. Final payment of the ten percent (10%) of
accrued retainage shall not be made until thirty (30) days after Substantial
Completion of the Area One Improvements. Such payments shall be charged against
the Area One Allowance and Landlord's total obligation for payment shall not
exceed that amount.

         As conditioned precedent to each payment, Tenant must satisfy the
following requirements:

                           (a) There shall be no event of default which has
occurred and is continuing beyond any applicable notice and grace period
pursuant to the terms of this Lease.

                           (b) Tenant shall procure and deliver to Landlord the
lien releases and/or waivers of mechanic's liens and receipted bills showing
that of the date of the immediately preceeding payment all amounts due to
parties who furnish materials or services or performed labor of any kind in
connection with the Area One Improvements, have been paid in full.

                                       2


<PAGE>   39

                  (d) In the event that the cost of installing the Area One
Improvements are less than the Area One Allowance, then Base Rental as defined
in Paragraph 1.P of the Lease shall be reduced by an amount equal to the unused
portion of the Area One Allowance divided by ninety-six (96).

         8. COMPLETION OF AREA ONE IMPROVEMENTS AND COMMENCEMENT DATE.
"Substantially Complete" shall mean that "Substantial Completion" shall have
occurred. Construction of the Area One Improvements shall be deemed
Substantially Complete (subject to completion of minor details of construction,
mechanical adjustments or decorations which do not materially interfere with
Tenant's use and enjoyment of Area One remain to be performed, i.e. items
normally referred to as "punchlist" items) upon receipt by Landlord of the
following:

                  (a) a Certificate of Occupancy or similar form from the City
of Richardson, Texas allowing occupancy and a certificate from Tenant's
Architect certifying that the Area One Improvements have been completed in
substantial accordance with the approved Area One Plans;

                  (b) a final affidavit and lien release from Contractor and
final lien releases or waivers by all subcontractors, material men and other
parties who have supplied labor, material or services for the construction of
the Area One Improvements or who otherwise might be entitled to claim a
contractual, statutory or constitutional lien against the property and of which
Tenant has knowledge;

                  (c) Tenant shall have delivered to Landlord a written
statement, certified as correct by Tenant, setting forth in reasonable detail
the out-of-pocket construction costs incurred by Tenant with respect to Area One
Improvements together with all proof, reasonably satisfactory to Landlords that
such invoices have been paid in full and such other information with respect to
the construction of the Area One Improvements as Landlord may reasonably require
to enable Landlord to substantiate the costs set forth in Tenant's written
statement;

                  (d) Tenant shall have delivered to Landlord a Certificate of
Substantial Completion (as such term is defined in American Institute of
Architects Document B141, Owner Architect Agreement) with respect to the Area
One Improvements, issued by the Architect, which shall include the Architect's
certification that the Area One Improvements have been Substantially Completed
in accordance with the Area One Plans; and,

                  (e) Upon completion of the Area One Improvements and prior to
final payment for the Area One Improvements, Tenant shall have delivered to
Landlord an "as built" set of the Area One Plans and specifications.

         In the event that on the Commencement Date the Area One Improvements
are not Substantially Completed then, pursuant to Paragraph 1.M of the Lease,
the Commencement Date shall not be postponed. The Term shall continue for the
full period of time set forth in Paragraph 1.O of the Lease, and Landlord shall
not be liable for any claims or damages in connection with the failure to
Substantially Complete the Area One Improvements by a specific date.

         9. WAIVER & INDEMNIFICATION.

         (a) Tenant hereby waives all claims against Landlord, its successors,
assigns, agents, employees, contractors, property manager, partners, directors,
officers and affiliates (the "Indemnified Parties") for damages to goods, wares
and merchandise in, and upon, or about the Premises, Land or Building from any
incident arising at any time during the period in which Tenant's agents are
installing signs, fixtures, or any other equipment and/or constructing any
improvements in the Premises. Tenant will also hold Landlord exempt and harmless
from any damage or injury to any person arising from the construction of the
Area One Improvements by Tenant.

         (b) In the event of dispute between Tenant and Contractor and/or any
subcontractors regarding any issue related to construction of the Area One
Improvements, including, but not limited to: completion dates, quality of work,
warranties, etc., the Indemnified Parties shall not be liable for and Tenant
will indemnify, defend and save harmless the Indemnified Parties of and from
any such claim or dispute.

         10. INSURANCE. Contractor and any major subcontractors shall provide
Landlord sufficient evidence including insurance endorsements and/or
certificates, satisfactory to Landlord, that each is covered under such
workmen's compensation, commercial general liability and property damage
insurance. Such workers' compensation insurance shall be in accordance with the
laws of the State of Texas. If Tenant, Tenant's Contractors and any other agents
are non-subscribers under the workers' compensation laws of the State of Texas,
then they shall provide employers' liability insurance with a limit of not less
than Five Hundred Thousand Dollars ($500,000.00) per accident, Five Hundred
Thousand Dollars ($500,000.00) disease, policy limit and Five Hundred Thousand
Dollars ($500,000.00) disease, each employee. Such commercial general liability
and property damage insurance policies shall provide for not less than Two
Million Dollars ($2,000,000.00) in coverage per occurrence, and insure both
Tenant and, as additional named insureds, Landlord and its agents including, but
not limited to, Kennedy Associates Real Estate Counsel, Inc. Prior to the
Tenant's Project being commenced, Tenant will cause all contractors and agents
to provide evidence of insurance for loss to Landlord on account of property
damage or personal injury.


                                       3

<PAGE>   40


                                 EXHIBIT "D-2"
                                   WORKLETTER
                                    AREA TWO

         1. COMPLETION SCHEDULE. The following schedule (the "Work Schedule") is
hereby established as a timetable for the planning and completion of the
installation of the Area Two Improvements (as defined in Paragraph 2 below) to
be constructed in Area Two.

<TABLE>
<S>                                                                                                <C>
         Tenant submits space plan to Landlord for approval.                                       05/25/01
         Landlord review and approval of space plan (or comments
            specifying those items not approved).                                                  06/01/01
         Tenant submits Area Two Plans (as hereinafter defined) to Landlord for approval.          06/29/01
         Landlord review and approval of Area Two Plans (or comments
            specifying those items not approved).                                                  07/13/01
         Bid period complete.                                                                      07/20/01
         Commence construction.                                                                    07/23/01
         Substantial completion.                                                                   11/01/01
</TABLE>

         2. AREA TWO IMPROVEMENTS. Reference herein to "Area Two Improvements"
shall include all work to be done in Area Two pursuant to the Area Two Plans
(defined in Paragraph 3 below), including, but not limited to, partitioning,
doors, ceilings, floor coverings, wall finishes (including paint and wall
covering), electrical (including lighting, switching, telephones, outlets,
etc.), plumbing, heating, ventilating and air conditioning, fire protection,
cabinets and other millwork.

         3. AREA TWO PLANS. Tenant has retained Corgan Associates Architects
(the "Architect") for space planning and architectural design of Area Two. In
accordance with the Work Schedule, Tenant shall cause Architect to prepare a
space plan for the layout of Area Two and final working drawings and
specifications for the Area Two Improvements. Such final working drawings and
specifications are referred to herein as the "Area Two Plans." Tenant may, at
Tenant's option, to further retain the services of a state registered
mechanical, electrical and plumbing design engineer for preparation of that
portion of the Area Two Plans that pertains to the mechanical, electrical and
plumbing systems. The Area Two Plans must meet Landlord's minimum standard
specifications (herein referred to as the "Standards" or "Building Standards"
and attached hereto as Exhibit "H") for tenant improvements for the Building and
are subject to Landlord's final approval.

         In accordance with the Work Schedule, Landlord will advise Tenant in
writing of Landlord's approval or disapproval of the Area Two Plans. If Landlord
disapproves any aspect of the Area Two Plans, Landlord shall so notify Tenant
and specify the reasons for such disapproval (including, without limitation, any
change in the nature or scope of the work contemplated by the preliminary space
plan). Landlord may also specify how any such disapproved item may be made
reasonably acceptable to Landlord, and Tenant shall, within five (5) business
days thereafter, deliver to Landlord revised Area Two Plans incorporating the
revisions required by Landlord.

         Tenant shall have the sole responsibility for compliance of the Area
Two Plans with all applicable statutes, codes, ordinances and other regulations
including but not limited to, the provisions of the Texas Architectural Barriers
Act, the American With Disabilities Act of 1990, and interpretations or
regulations promulgated thereunder and/or amendments thereto, and that all of
the mechanical, electrical and engineering systems affecting the Premises are
Year 2000 compliant and all such systems run by a timer, computer, computer
program, microchip, software or similar device will recognize the digits "00" as
the Year 2000, if necessary, and continue to operate uninterrupted and in a
proper manner and the approval of the Area Two Plans by Landlord shall not
constitute an indication, representation or certification by Landlord that such
Area Two Plans are in compliance with said statutes, codes, ordinances and other
regulations. In addition, Landlord shall not be responsible for any deficiencies
or defects in the Area Two Improvements resulting from Tenant's design and
preparation of the Area Two Plans.

         4. NON-STANDARD TENANT IMPROVEMENTS. Landlord shall permit Tenant to
deviate from the Standards for the Area Two Improvements (the "Non-Standards"),
provided that (a) the deviations shall not be of a lesser quality than the
Standards; (b) the deviations conform to applicable governmental regulations,
and necessary governmental permits and approvals have been secured; (c) the
deviations do not require building service beyond the level normally provided to
other tenants in the Building and do not overload the floors; (d) such
deviations do not affect the mechanical or the structural integrity of the
Building, alter the character or the storefront of the Building, or adversely
affect the utility systems; and (e) Tenant obtains Landlord's prior written
approval for such deviations.

         5. FINAL PRICING AND DRAWING SCHEDULE. In accordance with the Work
Schedule Landlord shall obtain bids for construction of the Area Two
Improvements from a minimum of three (3) mutually acceptable general contractors
and/or subcontractors (the "Approved Contractors"). Tenant shall have the right
to review all bid documents and to be present when the bids are received. Unless
Landlord and Tenant shall mutually agree to



                                       1



<PAGE>   41
the contrary, the Approved Contractor which submitted the lowest qualified bid
shall be deemed to be the selected "Contractor". Notwithstanding the above, upon
mutual agreement, Landlord and Tenant may elect to construct the Area Two
Improvements through a "fast track" approach in lieu of a "hard bid" approach.
In this approach, the Contractor will be selected through the solicitation of
fee proposals from the Approved Contractors. Prior to commencement of
construction of the Area Two Improvements, Tenant shall engage the Contractor
for the performance of the Area Two Improvements in accordance with the Area Two
Plans; the contract form for construction of the Area Two Improvements will be
an AIA Document A111, or a similar document, which meets with Contractor's,
Tenant's and Landlord's approval. Except as hereinafter provided, the Contractor
shall be required to obtain competitive bids from a minimum of three (3)
mutually acceptable subcontractors for each of the principal portions of
construction of the Area Two Improvements including those who furnish materials
or equipment fabricated to a special design. Unless Landlord and Tenant shall
mutually agree to the contrary, the subcontractor which submits the lowest
qualified bid shall be deemed to be the selected subcontractor. The roofing
subcontractor shall be Greater Dallas Roofing and the subcontractor for exterior
glass shall be Guardian Glass. Various components of the Area Two Improvements
may be issued to the Contractor for construction separately (e.g. drywall,
mechanical/electrical systems, finishes). The construction contract shall
provide (i) that the Tenant and The Staubach Company be named as additional
insureds, (ii) a one year warranty period, (iii) identify Contractor's overhead
and profit for Change Orders, and (iv) that all equipment installed is Year 2000
compliant.

                  After final approval of the Area Two Plans, no further changes
may be made thereto without the prior written approval from both Landlord (which
shall not be unreasonably withheld) and Tenant, and then only after agreement by
Tenant to pay any excess costs resulting from the design and/or construction of
such changes. Tenant hereby acknowledges that any such changes shall be subject
to the terms of Paragraph 8 below.

         6. CONSTRUCTION OF AREA TWO IMPROVEMENTS. Tenant shall cause Contractor
to begin installation of the Area Two Improvements in accordance with the Area
Two Plans and the Work Schedule. Such construction shall be in a good and
workmanlike manner and in accordance with the Area Two Plans. Tenant shall
supervise the completion of such work and shall use its reasonable efforts to
secure substantial completion of the work on or before November 1, 2001.

         The cost of such work shall be paid as provided in Paragraph 7 below.

         7. PAYMENT FOR THE AREA TWO IMPROVEMENTS.

                  (a) Landlord hereby grants to Tenant an "Area Two Allowance"
in an amount not to exceed $28.00 per square foot of rentable area in Area Two
for construction of the Area Two Improvements.

         The Area Two Allowance shall be used only for:

                           (i) Payment of the cost of preparing the space plan
and the Area Two Plans, including mechanical, electrical, plumbing and
structural drawings and of all other aspects necessary to complete the Area Two
Plans;

                           (ii) Payment of the cost of installation of wiring
and cabling within the Premises;

                           (iii) Payment of the cost of plan check, permit and
license fees relating to construction of the Area Two Improvements;

                           (iv) Payment for the cost of construction of the Area
Two Improvements, including, but not limited to, the following:

                                    (A)      Installation within Area Two of all
                                             partitioning, doors, floor
                                             coverings, ceilings, wall coverings
                                             and painting, millwork and similar
                                             items;

                                    (B)      All electrical wiring, lighting
                                             fixtures, outlets and switches, and
                                             other electrical work to be
                                             installed within Area Two;

                                    (C)      The furnishing and installation of
                                             all duct work, terminal boxes,
                                             diffusers and accessories required
                                             for the completion of the heating,
                                             ventilation and air conditioning
                                             systems within Area Two;

                                    (D)      Any additional Tenant requirements
                                             including, but not limited to, odor
                                             control, special heating,
                                             ventilation and air conditioning,
                                             noise or vibration control or other
                                             special systems;

                                    (E)      All fire and life safety control
                                             systems including, without
                                             limitation, fire walls, halon, fire
                                             alarms, piping, wiring and
                                             accessories, installed within Area
                                             Two;

                                    (F)      All plumbing, fixtures, pipes and
                                             accessories to be installed within
                                             Area Two;

                                    (G)      Testing and inspection costs; and

                                    (H)      Contractors' fees, including but
                                             not limited to any fees based on
                                             general conditions.

         Tenant's construction costs shall exclude (i) Landlord's construction
management fee, (ii) costs resulting from shell building not being in compliance
with building codes, (iii) increases that are the result of Landlord's
requirements to use select contractors, subcontractors or equipment with the
exception of work associated with systems which were installed with the shell
building such as roof, glass, and exterior features of the Building (as
specifically provided in Paragraph 5 herein), and (iv) removal and relocation of
stored materials left from prior occupants, if any. Notwithstanding anything
contained herein to the contrary, reimbursement for or payment of the cost of
those expenses as provided in (i) and (ii) above shall not exceed $2.50 per
square foot of the Area Two Allowance.


                                       2


<PAGE>   42
                  (b) The cost of each item referenced in Paragraph 7(a) above
shall be charged against the Area Two Allowance. In the event that the cost of
installing the Area Two Improvements shall exceed the Area Two Allowance, or if
any of the Area Two Improvements are not to be paid out of the Area Two
Allowance as provided in Paragraph 7(a) above, the excess (the "Excess") shall
be paid by Tenant to Contractor.

                  (c) Tenant shall be solely responsible for all related
construction costs and expense, subject to reimbursement from the Area Two
Allowance as herein provided. On or before the 25th day of each month, Tenant
shall notify Landlord in writing that a portion of the Area Two Improvements
have been completed in accordance with the Area Two Plans by submitting
Contractor's request for payment (American Institute of Architects Document
G702) and lien releases. Landlord shall inspect the construction and upon
verification of Substantial Completion. Landlord shall, within (20) business
days from receipt of Tenant's notice, issue a reimbursement payment to Tenant
for ninety percent (90%) of the actual cost of the construction completed during
that period, provided that Tenant delivers to Landlord a copy of Tenant's check
payable to Contractor for said amount. Final payment of the ten percent (10%) of
accrued retainage shall not be made until thirty (30) days after Substantial
Completion of the Area Two Improvements. Such payments shall be charged against
the Area Two Allowance and Landlord's total obligation for payment shall not
exceed that amount.

         As conditioned precedent to each payment, Tenant must satisfy the
following requirements:

                           (a) There shall be no event of default which has
occurred and is continuing beyond any applicable notice and grace period
pursuant to the terms of this Lease.

                           (b) Tenant shall procure and deliver to Landlord the
lien releases and/or waivers of mechanic's liens and receipted bills showing
that of the date of the immediately preceeding payment all amounts due to
parties who furnish materials or services or performed labor of any kind in
connection with the Area Two Improvements, have been paid in full.

                  (d) In the event that the cost of installing the Area Two
Improvements are less than the Area Two Allowance, then Base Rental as defined
in Paragraph 1.P of the Lease shall be reduced by an amount equal to the unused
portion of the Area Two Allowance divided by ninety-six (96).

         8. COMPLETION OF AREA TWO IMPROVEMENTS AND AREA TWO COMMENCEMENT DATE.
"Substantially Complete" shall mean that "Substantial Completion" shall have
occurred. Construction of the Area Two Improvements shall be deemed
Substantially Complete (subject to completion of minor details of construction,
mechanical adjustments or decorations which do not materially interfere with
Tenant's use and enjoyment of Area Two remain to be performed, i.e. items
normally referred to as "punchlist" items) upon receipt by Landlord of the
Following:

                  (a) a Certificate of Occupancy or similar form from the City
of Richardson, Texas allowing occupancy and a certificate from Tenant's
Architect certifying that the Area Two Improvements have been completed in
substantial accordance with the approved Area Two Plans.

                  (b) a final affidavit and lien release from Contractor and
final lien releases or waivers by all subcontractors, material men and other
parties who have supplied labor, material or services for the construction of
the Area Two Improvements or who otherwise might be entitled to claim a
contractual, statutory or constitutional lien against the property and of which
Tenant has knowledge;

                  (c) Tenant shall have delivered to Landlord a written
statement, certified as correct by Tenant, setting forth in reasonable detail
the out-of-pocket construction costs incurred by Tenant with respect to Area Two
Improvements together with all proof, reasonably satisfactory to Landlords that
such invoices have been paid in full and such other information with respect to
the construction of the Area Two Improvements as Landlord may reasonably require
to enable Landlord to substantiate the costs set forth in Tenant's written
statement.

                  (d) Tenant shall have delivered to Landlord a Certificate of
Substantial Completion (as such term is defined in American Institute of
Architects Document B141, Owner Architect Agreement) with respect to the Area
Two Improvements, issued by the Architects, which shall include the Architect's
certification that the Area Two Improvements have been Substantially Completed
in accordance with the Area Two Plans; and

                  (e) Upon completion of the Area Two Improvements and prior to
final payment for the Area Two Improvements, Tenant shall have delivered to
Landlord an "as built" set of the Area Two Plans and specifications.

         In the event that on the Commencement Date the Area Two Improvements
are not Substantially Completed then, pursuant to Paragraph 1.N of the Lease,
the Area Two Commencement Date shall not be postponed. The Term shall continue
for the full period of time set forth in Paragraph 1.O of the Lease, and
Landlord shall not be liable for any claims or damages in connection with the
failure to Substantially Complete the Area Two Improvements by a specific date.

         9. WAIVER & INDEMNIFICATION.

         (a) Tenant hereby waives all claims against Landlord, its successors,
assigns, agents, employees, contractors, property manager, partners, directors,
officers and affiliates (the "Indemnified Parties") for damages to goods,

                                       3
<PAGE>   43


wares and merchandise in, and upon, or about the Premises, Land or Building
from any incident arising at any time during the period in which Tenant's
agents are installing signs, fixtures, or any other equipment and/or
constructing any improvements in the Premises. Tenant will also hold Landlord
exempt and harmless from any damage or injury to any person arising from the
construction of the Area Two Improvements by Tenant.

         (b) In the event of dispute between Tenant and Contractor and/or any
subcontractors regarding any issue related to construction of the Area Two
Improvements, including, but not limited to: completion dates, quality of work,
warranties, etc., the Indemnified Parties shall not be liable for and Tenant
will indemnify, defend and save harmless the Indemnified Parties of and from
any such claim or dispute.

         (10) INSURANCE: Contractor and any major subcontractors shall provide
Landlord sufficient evidence including insurance endorsements and/or
certificates, satisfactory to Landlord, that each is covered under such
workmen's compensation, commercial general liability and property damage
insurance. Such workers' compensation insurance shall be in accordance with the
laws of the State of Texas. If Tenant, Tenant's Contractors and any other
agents are non-subscribers under the worker's compensation laws of the State of
Texas, then they shall provide employer's liability insurance with a limit of
not less than Five Hundred Thousand Dollars ($500,000.00) per accident, Five
Hundred Thousand Dollars ($500,000.00) discase, policy limit and Five Hundred
Thousand Dollars ($500,000.00) discase, each employee. Such commercial general
liability and property damage insurance policies shall provide for not less
than Two Million Dollars ($2,000,000.00) in coverage per occurrence, and insure
both Tenant and, as additional named insureds, Landlord and its agents
including, but not limited to, Kennedy Associates Real Estate Counsel, Inc.
Prior to the Tenant's Project being commenced, Tenant will cause all
contractors and agents to provide evidence of insurance for loss to Landlord on
account of property damage or personal injury.

         10. EARLY OCCUPANCY DATE. Provided the Area Two Plans have been
prepared and approved and Landlord has received four (4) months prior written
notice from Tenant, Tenant may elect to amend the Area Two Commencement Date to
an earlier date.





                                       4

<PAGE>   44

                       THIRD AMENDMENT TO LEASE AGREEMENT


         This Third Amendment to Lease Agreement (the Amendment) is made and
entered into this _______ day of March, 2001 (Effective Date), by and between
Cardinal Technology Center II, Inc. (Landlord) and Advance Paradigm, Inc.
(Tenant).

         WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
on April 30, 2000 (Effective Date), as amended by the First Amendment to Lease
Agreement (First Amendment) dated June 19, 2000, and further amended by the
Second Amendment to Lease Agreement (Second Amendment) dated September 15,
2000, (collectively the Lease), covering premises described therein as 48,312
rentable square feet of space at that certain property commonly known as 1703 N.
Plano Road, Richardson, Texas and defined in the First Amendment as Area One and
Area Two (collectively, the Premises) in Landlord's project known as Cardinal
Technology Center II; and

         WHEREAS, Tenant has requested the right to have installed on the roof
of the Premises a satellite dish; and

         WHEREAS, Landlord and Tenant desire and agree to modify the Lease.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Landlord and Tenant hereby amend the
Lease as follows:

1. SATELLITE DISH. Tenant shall have the non-exclusive license, at its sole cost
and expense, to use a portion of the roof area of the Building, as Landlord may
reasonably select and as permitted by law in accordance with all applicable
statutes and building codes, governmental rules, regulations and orders, zoning
and land use laws, rules and regulations, and recorded covenants, conditions and
restrictions affecting title to the Premises (Legal Requirements) for the
installation, operation, maintenance, security, repair and replacement of a
satellite dish not to exceed thirty-six inches (36) in diameter and related
cable connections serving the Premises for Tenant's business operations (the
"Telecommunications Equipment"). Tenant's exercise of said license shall be
subject to the following: (i) Landlord's determination that space is available
for such purpose at the time Tenant's request is made; (ii) Landlord's approval
of the size, type, and location of the equipment to be installed; (iii)
Landlord's determination that such use shall not cause damage to or interference
with the roof or any other use being made (or intended to be made) of the roof;
and (iv) Tenant's reimbursement of any out-of-pocket expenses incurred by
Landlord in reviewing Tenant's request and in supervising the installation of
Tenant's equipment. The following terms and conditions will apply to Tenant's
installation, operation and maintenance of the Telecommunications Equipment in
accordance with the terms of this Section 1 of this Amendment:

         (a) Once install, provided that the Telecommunications Equipment
cannot be seen from the street, Tenant shall be solely responsible for the
maintenance of the Telecommunications Equipment and must promptly remove any
debris and other loose materials Tenant or its representatives place on the
roof as a result of any installation, operation and maintenance by Tenant of
such Telecommunications Equipment.

         (b) Upon the expiration of the term of the earlier termination of this
Lease, if Landlord at its sole discretion so elects, and upon fifteen (15) days
prior written notice to Tenant, Tenant must remove the Telecommunications
Equipment. If Tenant fails to promptly remove the Telecommunications Equipment,
Landlord may remove the Telecommunications Equipment at Tenant's expense, and
Landlord will have no duty or obligation to account to Tenant for any proceeds
Landlord receives from the disposal of the Telecommunications Equipment.

         (c) If a loss of Telecommunications Equipment occurs as a result of
condemnation or casualty, or as a result of a change in applicable Legal
Requirements, Tenant will have no claim for rebate or abatement of Rent or for
damages against Landlord by reason of such loss.

         (d) Tenant must install and maintain waterproofing materials around
any penetrations of the roof of the Building that are made during the
installation, maintenance, repair, replacement or removal of the


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THIRD AMENDMENT TO LEASE AGREEMENT                                 Page 1
<PAGE>   45

Telecommunications Equipment, and must use Landlord's roofing contractor to
perform such work, so that Landlord is assured that those penetrations do not
void, limit or reduce any roof warranty in effect from time to time. Upon final
removal of the Telecommunications Equipment, Tenant must repair and restore all
roof penetrations and again must use Landlord's roofing contractor for such work
so that Landlord is assured that these penetrations do not void, limit or reduce
any roof warranty in effect from time to time.

         (e) If any repair or maintenance to the Building necessitates the
relocation of any of the Telecommunications Equipment or any related equipment
Tenant installs in accordance with the terms of this Section 1 of this
Amendment, Tenant must bear all expenses of such relocation. In addition to any
other rules and regulations Landlord may establish from time to time governing
use of the roof, Tenant shall comply with the following: (i) Tenant's use of
the roof shall be at Tenant's sole risk and expense and Landlord shall have no
responsibility therefore and no liability on account of any damage to or
interference with Tenant's equipment; (ii) Tenant shall be solely responsible
for installing, operating, maintaining and repairing its equipment at its own
expense in a manner that causes no interference with or damage to the roof
itself or any other person's use of the roof, (iii) Tenant shall perform all of
such work in such a way as to not damage any building systems or void any
warranty or guarantee relating thereto; and (iv) Tenant, if required by
Landlord, shall use existing building conduits and pipes or use building
contractors (or other contractors approved by Landlord) in performing such work.
Tenant's exercise of its rights under this subsection shall be considered an
alteration subject to Section 10 of this Lease to the extent Section 10 is not
inconsistent with the foregoing.

         (f) In the event that the Telecommunications Equipment, wiring and
facilities or satellite and antennae equipment of any type installed by or at
the request of Tenant within the Tenant's premises, on the roof, or elsewhere
within or on the Building causes interference to equipment used by another
party, Tenant shall assume an liability related to such interference. Tenant
shall use reasonable efforts, and shall cooperate with Landlord and other
parties, to promptly eliminate such interference. In the event that Tenant is
unable to do so, Tenant will substitute alternative equipment which remedies
the situation. If such interference persists, Tenant shall discontinue the use
of such equipment, and, at Landlord's discretion, remove such equipment
according to foregoing specifications.

         (g) Notwithstanding any provision of the proceeding paragraphs to the
contrary, the refusal of Landlord to grant its approval to any prospective
telecommunications provider shall not be deemed a default or breach by Landlord
of its obligation under this Lease unless and until Landlord is adjudicated to
have acted recklessly or maliciously with respect to Tenant's request for
approval, and in that event, Tenant shall still have no right to terminate the
Lease or claim an entitlement to rent abatement, but may as Tenant's sole and
exclusive recourse seek a judicial order of specific performance compelling
Landlord to grant its approval as to the prospective provider in question. The
provisions of this paragraph may be enforced solely by Tenant and Landlord, are
not for the benefit of any other party, and specifically but without
limitation, no telephone or telecommunications provider shall be deemed a third
party beneficiary of this Lease.

         (h) In the event that Tenant wishes at any time to utilize the
services of a telephone or telecommunications provider whose equipment is not
then servicing the Building, no such provider shall be permitted to install its
lines or other equipment within the Building without first securing the prior
written approval of the Landlord. Landlord's approval shall not be deemed any
kind of warranty or representation by Landlord, including, without limitation,
any warranty or representation as to the suitability, competence, or financial
strength of the provider. Without limitation of the foregoing standard, unless
all of the following conditions are satisfied to Landlord's satisfaction, it
shall be reasonable for Landlord to refuse to give its approval: (i) Landlord
shall incur no expense whatsoever with respect to any aspect of the providers
provision of its services, including without limitation, the costs of
installation, materials and services; (ii) prior to commencement of any work in
or about the building by the provider, the provider shall supply Landlord with
such written indemnities, insurance, financial statements, and such other items
as Landlord reasonably determines to be necessary to protect its financial
interests of the building relating to the proposed activities of the provider,
(iii) the provider agrees to abide by such rules and regulations, building and
other codes, job site rules and such other requirements as are reasonably
determined by Landlord to be


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THIRD AMENDMENT TO LEASE AGREEMENT                                        Page 2
<PAGE>   46

necessary to protect the interests of the building, the Tenants in the Building
and Landlord, in the same or similar manner as Landlord has the right to
protect itself and the Building with respect to proposed alterations; (iv)
Landlord reasonably determines that there is sufficient space in the Building
for the placement of all of the provider's equipment and materials; (v) the
provider agrees to abide by Landlord requirements, if any, that provider use
existing building conduits and pipes or use building contractors (or other
Contractors approved by Landlord); (vi) the provider agrees to deliver to
Landlord detailed "as built plans immediately after the installation of the
provider's equipment is complete; and (vii) all of the foregoing matters are
documented in a written license agreement between Landlord and the provider,
the form and content of which is reasonably satisfactory to Landlord.

2. All other terms and conditions of the Lease, except as specifically amended
or modified by this Amendment, shall remain in effect and unchanged.

         IN WITNESS WHEREOF, the parties hereto have signed this Second
Amendment to Lease Agreement as of the date first set above.

CARDINAL TECHNOLOGY CENTER II, INC.


By:
       -----------------------------
Name:
       -----------------------------
Title:
       -----------------------------


ADVANCE PARADIGM, INC.


By:     /s/ JON S. HALBERT
       -----------------------------
Name:
       -----------------------------
Title:
       -----------------------------









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THIRD AMENDMENT TO LEASE AGREEMENT                                        Page 3