EXHIBIT 10.18



                      WESTCHASE PARK OFFICE BUILDING LEASE

     THIS LEASE,  made this 12th day of  October,  2001,  by and  between  CROWN
DIVERSIFIED  INDUSTRIES  CORP.  (hereinafter  referred  to as  "Landlord"),  and
CONNECTRIA  CORPORATION,  a Missouri  corporation  (hereinafter  referred  to as
"Tenant");

     WITNESSETH:

     1.  LEASED  PREMISES.  Landlord  hereby  demises  and leases to Tenant that
certain  space known and  numbered as Suite 300,  10845 Olive  Boulevard,  Creve
Coeur,  Missouri 63141,  containing  approximately 7,713 rentable square feet of
space,  (hereinafter referred to as the "Premises"),  plus the use of all common
areas in and around  Landlord's  building  (is  hereinafter  referred  to as the
"Property"). Said space shall be used exclusively for general office use. Tenant
acknowledges  that  Landlord  has made no  representation  with  respect  to any
alterations,  repairs,  or  improvements  to be constructed  within the Premises
except for those items set forth in Exhibit "B". Landlord shall use commercially
reasonable  standards,  consistently  applied,  in  determining  the size of the
rentable  area of the Premises and the  rentable  area of other  premises at the
Property.

     2.  COMMENCEMENT.  The term of this Lease shall be five (5) years, and zero
months  commencing  on the later of (i)  January 1, 2002,  or (ii) the date upon
which  Landlord  delivers  possession  of  the  space  to  Tenant.  Delivery  of
possession  of the space by Landlord  to Tenant  shall be defined as the date on
which Landlord has  substantially  completed  Landlord's Work in accordance with
Exhibit B, attached hereto and incorporated  herein by reference,  and shall not
be extended due to the failure of the Tenant to complete any portion of Tenant's
Work, the failure of Tenant to apply for or receive  applicable  permits related
to  Tenant's  Work,  or the failure of the  Landlord to complete  any portion of
Landlord's  Work caused by the failure of the Tenant to complete  any portion of
Tenant's Work.  Subject to executing the Lease and having  mutually  agreed upon
Plans and  Specification  on or before  October 12, 2001,  if Landlord  does not
complete  Landlord's  Work on or before  January 1, 2002 then, if for any reason
other than delays caused by Tenant in breach of its obligations  hereunder,  (i)
the rent  shall be abated  from and after  January 1, 2002 two (2) days for each
day from and after January 1, 2002 until Landlord's Work is completed.

     3.  RENT.  (a) Base.  Tenant  shall pay to  Landlord  as base rent for said
Premises the sum of One Hundred  Forty Six Thousand Five Hundred Forty Seven and
00/100 Dollars  ($146,547.00),  per annum, payable in equal monthly installments
of Twelve  Thousand Two Hundred Twelve and 25/100 Dollars  ($12,212.25)  for the
periods January 1, 2002,  through  December 31, 2004; and One Hundred Fifty Four
Thousand Two Hundred Sixty and 00/100 Dollars  ($154,260.00) per annum,  payable
in equal monthly  installment of Twelve  Thousand  Eight Hundred  Fifty-Five and
00/100 Dollars  ($12,855.00)  for the periods January 1, 2005,  through December
31, 2006 each,  on the first day of each  calendar  month,  in advance,  without
setoff or deduction, at the office of Landlord.

     (b) Additional. Tenant shall pay to Landlord as additional rent, and in the
manner set forth in 3(a),  above,  Tenant's  pro-rata  share of any  increase in
taxes and  operating  expenses  over the  actual  taxes and  operating  expenses
incurred by  Landlord  for the 2002  calendar  year.  Notwithstanding  any other
provision of this Lease to the contrary,  taxes and operating expenses shall not
increase by more than ten percent (10%) over the immediately  preceding calendar
year.  Tenant's  pro-rata  share shall be payable to Landlord  monthly,  without
interest  accruing  thereon,  based upon the previous year's taxes and operating
expenses,  with a final adjustment to be made between Landlord and Tenant within
thirty  (30) days  after  receipt  of  Landlord's  statement  at the end of each
calendar  year.  Tenant's  pro-rata  share shall be  equitably  adjusted for any
partial month(s) or year(s) of the term of this Lease.  Tenant's  pro-rata share
is 12.45% of the  Property.  Taxes shall  include  without  limitation  any tax,
assessment,  or  governmental  charge  ("Tax")  imposed  against  the  Property.
Notwithstanding the foregoing,  the term Tax as defined herein shall not include
franchise,  estate,  inheritance,  income, or other taxes measured or determined
based upon Landlord's income,  including without limitation any taxes on rentals
payable by Tenant  (except to the extent the same may be  assessed  or levied in
substitution  for ad  valorem  real  estate  taxes)  or on income  derived  from
mortgages  or deeds of trust  encumbering  the Leased  Premises,  or on any gain
realized by Landlord in connection with the sale of the Leased Property.  In the
event Landlord is assessed with a Tax which Landlord, in its sole


                                                                      Initialed:
                                                                         /s/ RSW
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discretion,  deems  excessive,  Landlord  may  challenge  said Tax or may  defer
compliance  therewith to the extent legally permitted;  and in the event thereof
Tenant shall be liable for its pro-rata  share of all costs in  connection  with
such  challenge.  Operating  expenses shall include the total costs and expenses
incurred  by Landlord in  operating  and  maintaining  the  Property  including,
without  limitation,  management  fees not to exceed five  percent (5%) of gross
rentals  from the  Property,  costs for repairs and  maintenance,  ground  lease
payments,   and  premiums  for  liability,   property  damage,   fire,   workers
compensation, rent and any and all other insurance carried by Landlord on or for
the Property.

Operating  expenses  shall  also  include  the  amortized  cost  of any  capital
improvement made after completion of initial  construction of the Property which
reduces other operating  expenses,  but in an amount not to exceed the reduction
of operating  expenses  for the  relevant  year.  Operating  expenses  shall not
include capital  improvements (other than aforesaid),  franchise taxes or income
taxes, nor the cost of any work performed for any tenant finish

Notwithstanding any other provision of this Lease to the contrary, the following
items shall be excluded from operating expenses:

     (1)  leasing  commissions,  fees and  costs,  advertising  and  promotional
          expenses and other costs incurred in procuring tenants;
     (2)  tenant improvement work for any tenant, including tenant;
     (3)  financing  costs  including  interest and  principal  amortization  of
          debts;
     (4)  rental on ground leases or other underlying leases;
     (5)  wages,  bonuses and other compensation of employees above the grade of
          building  manager,  and fringe benefits other than insurance plans and
          tax-qualified benefit plans;
     (6)  any  liabilities,  costs or  expenses  associated  with or incurred in
          connection  with  the  removal,  enclosure,   encapsulation  or  other
          handling  of  asbestos  or  other  hazardous  or  toxic  materials  or
          substances not caused by Tenant;
     (7)  costs of any items for which  Landlord is or is entitled to be paid or
          reimbursed by insurance;
     (8)  increased insurance or real estate taxes assessed  specifically to any
          tenant  of  the  Property  or  for  which   Landlord  is  entitled  to
          reimbursement from any other tenant;
     (9)  charges for  electricity,  water,  or other  utilities and  applicable
          taxes for which Landlord is entitled to  reimbursement  from any other
          tenant;
     (10) cost of any HVAC,  janitorial or other services provided to tenants on
          an extra cost basis after regular business hours;
     (11) cost of correcting  defects in the design,  construction  or equipment
          of, or latent defects in, the Property;
     (12) cost of any work or service  performed  on an extra cost basis for any
          tenant  at  the  Property  to a  materially  greater  extent  or  in a
          materially more favorable manner than furnished generally to the other
          tenant at the Property;
     (13) cost of any work or services performed for any facility other than the
          Property;
     (14) any cost representing an amount paid to a person, firm, corporation or
          other entity related to Landlord that is in excess of the amount which
          would have been paid in the absence of such relationship;
     (15) any cost of painting or decorating  any interior parts of the Property
          other than common areas;
     (16) Landlord's general overhead not directly attributable to operation and
          management  of  the  Property  (e.g.,  the  activities  of  Landlord's
          officers and executives or professional development expenditures);
     (17) attorneys' fees,  accounting fees and other  expenditures  incurred in
          connection with negotiations,  disputes and claims of other tenants at
          the  Property  or with other  third  parties,  except as  specifically
          otherwise provided in this Lease;
     (18) cost of any alterations,  additions, changes, repairs, replacements or
          other items which, under generally accepted accounting principles, are
          properly  classified as capital expenses,  including,  but not limited
          to, replacement of the building roof and structural repairs, except to
          the  extent  Landlord  is  expressly  allowed  to  recover  such costs
          pursuant to this lease;


                                                                      Initialed:
                                                                         /s/ RSW

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     (19) lease  payments for rental  equipment  (other than equipment for which
          depreciation is properly  charged as an expense) that would constitute
          a capital expenditure if the equipment were purchased;
     (20) late fees or  charges  incurred  by  Landlord  due to late  payment of
          expenses;
     (21) costs  due  to  Landlord's  violation  of  any  governmental  rule  or
          authority;
     (22) cost of complying with the Americans With  Disabilities  Act,  whether
          such costs are classified as capital items or expenses under generally
          accepted accounting principles; and
     (23) Costs  associated  with  converting  CFC based HVAC  equipment to HCFC
          based HVAC equipment.

Within ninety (90) days after receipt of each year-end statement,  Tenant or its
authorized  agent shall have the right,  at Tenant's  sole cost and expense,  to
inspect and audit  Landlord's  records  with  respect to Tenant's  proportionate
share of expenses,  which audit shall be at Landlord's  office during Landlord's
normal  business hours,  and upon five (5) days prior written notice.  Except as
aforesaid,  Landlord  shall not be  obligated  to provide  Tenant with  detailed
summaries and receipts for all expenses  incurred by the Property;  but Landlord
shall provide Tenant with a statement  setting forth such expenses,  categorized
by class and amount. If the audit determines that Tenant's payment of additional
rent exceeded  Tenant's  obligations  for the calendar year, then Landlord shall
credit the excess to the next  installment(s)  of additional  rent. If the audit
determines  that  Tenant's  payment of  additional  rent was less than  Tenant's
obligations for the calendar year,  Tenant shall pay such deficiency to Landlord
in the next installment(s) of additional rent.

     (c) Late Charge.  In the event Tenant is late by more than ten (10) days in
the payment of any Base Rent or Additional Rent, Tenant shall be assessed a late
charge for Landlord's increased administrative expenses, which late charge shall
be equal to  three  (3%)  percent,  per  month,  of all  outstanding  rent  owed
Landlord.

     4.  SERVICES.  Landlord shall maintain the Premises and common areas of the
Property in good order and  condition  and Landlord  shall provide the following
services:

     (a)  Landlord  shall  provide  service  of  electricity,  water and  sewer,
elevator  service,  and air  conditioning  and heat for normal purposes only, in
Landlord's  judgment,  Monday  through  Friday from 7:00 a.m. to 6:00 p.m.,  and
Saturday from 8:00 a.m. to 4:00 p.m.,  Sundays and holidays  excepted.  Landlord
reserves the right,  if  consumption  of  electricity  exceeds that required for
normal office use, or if Tenant increases the normal use of air conditioning and
heat,  to  charge  Tenant,  as  Additional  Rent,  for  such  additional  use of
electricity at a rate of consumption to be determined by Landlord's  independent
engineer or by a submeter to be furnished  and  installed  at Tenant's  expense.
After hour service of air  conditioning / heat and lights shall be provided at a
cost of  $12.50  per  hour  and  invoiced  monthly.  Notwithstanding  any  other
provision  of this  Lease to the  contrary,  Tenant  shall  have  access  to the
Premises at all times, seven (7) days per week, 24 hours per day.

     (b) Landlord shall provide public restroom  supplies,  window washing,  and
janitorial  service to the  Premises  in the  manner  customarily  furnished  to
comparable office buildings in the area.

     (c) Landlord  shall provide not more than thirty (30) parking  spaces (at a
ratio of  4:1,000  RSF) to  Tenant on the  parking  lots of the  Property  on an
unallocated  basis.  Landlord  shall  reserve two (2) parking  spaces  under the
overhang at the south side of the building for the exclusive use of Tenant.

     (d)  Landlord  shall  maintain  the  exterior  and interior of the Property
including without limitation lawn and shrub care, snow removal,  and maintenance
of all structural,  roof,  mechanical and electrical  equipment,  excluding only
those items specifically excepted elsewhere in this Lease.

     Landlord shall make reasonable  efforts to provide the foregoing  services,
but in no event  shall  Landlord  be liable for  damages,  nor shall the rent be
abated  due to any  failure to  furnish  or any delay in  furnishing  any of the
foregoing   services  which  are  caused  by  Landlord's   inability  to  secure
electricity,  fuel, supplies, machinery, equipment or labor, or which are caused
by necessary  repairs or improvements  to the Premises;  nor shall the temporary
failure to furnish  such  services be construed  as a  constructive  eviction of
Tenant or relieve Tenant from the duty of observing and


                                                                      Initialed:
                                                                         /s/ RSW

                                       3
<PAGE>

performing  any  of  the  provisions  of  this  Lease,  provided  Landlord  uses
reasonable efforts to cure such interruption.

     5. DESTRUCTION.  If the Premises or the Property are damaged in whole or in
part by casualty so as to render the Premises  untenantable,  and if the damages
cannot be repaired  within one hundred  twenty  (120) days from the date of said
casualty,  this Lease shall  terminate as of the date of such  casualty.  If the
damages can be repaired  within said one hundred twenty (120) days, and Landlord
does not elect within thirty (30) days after the date of such casualty to repair
same,  then either party may terminate  this Lease by written notice served upon
the  other.  In the event of any such  termination,  the  parties  shall have no
further  obligations to the other,  except for those obligations accrued through
the date of such casualty;  and upon such termination,  Tenant shall immediately
surrender possession of the Premises to Landlord.  Should Landlord elect to make
such  repairs,  this Lease shall  remain in full force and effect,  and Landlord
shall  proceed  with all due  diligence  to repair and restore the Premises to a
condition  substantially  similar to that condition  which existed prior to such
casualty. In the event the repair and restoration of the Premises extends beyond
one  hundred  twenty  (120) days after the date of such  casualty  due to causes
beyond  the  control of  Landlord,  this  Lease  shall  remain in full force and
effect,  and Landlord shall not be liable therefor;  but Landlord shall continue
to complete  such  repairs and  restoration  with all due  diligence;  provided,
however,  if the repair and restoration of the Premises is not completed  within
one  hundred  fifty  (150)  days  after the date of such  casualty,  Tenant  may
terminate  this Lease  upon  written  notice to  Landlord.  Tenant  shall not be
required to pay any rent for any period in which the Premises are  untenantable.
In the event only a portion of the  Premises  are  untenantable,  Tenant's  rent
shall be equitably  abated in proportion  to that portion of the Premises  which
are so unfit.

     6. LANDLORD'S RIGHTS.  (a) Landlord may close the Property,  to the general
public, at 6:00 p.m. Monday through Friday,  4:00 p.m. on Saturday,  and all day
Sunday and holidays,  or such other hours as Landlord may reasonably  determine,
after which  admittance  may be gained only under such  regulations  as may from
time to time be prescribed by Landlord.

     (b) Landlord may  designate  the source and grade of all  materials and all
personnel  for all  construction,  repairs  and  maintenance  which  Landlord is
obligated to perform  under this Lease,  whether the same is within the Premises
or about the Property.

     (c) Landlord may have pass keys to the Premises.

     (d) Landlord may enter the Premises to make reasonable  repairs as required
from time to time upon reasonable advance notice to Tenant. Tenant hereby grants
to  Landlord  such  license or  easements  in or over the  Premises  as shall be
reasonably  required for the  installation or maintenance of facilities to serve
the Property  and/or the premises of any other  tenant.  Landlord  shall use its
best efforts to minimize any  interference  with  Tenant's use of the  Premises.
Tenant also hereby grants to Landlord the right to enter the Premises to examine
or show same to existing or prospective fee owners,  ground lessees,  mortgagees
upon  reasonable  advance  notice to Tenant.  And Tenant also  hereby  grants to
Landlord the right to enter the Premises to show other  tenants  during the last
ninety (90) days of the lease term upon reasonable advance notice to Tenant.

     7.  ALTERATIONS AND REPAIRS.  Landlord does not warrant either expressly or
impliedly the  condition or fitness of the Premises  except as herein set forth.
Tenant  shall keep the  Premises in good  repair,  without  expense to Landlord;
Tenant  shall not allow any waste or misuse of the  utilities;  Tenant shall pay
for all damages to the Property caused by any waste, misuse or negligence of the
Premises;  and upon the  termination  of this Lease,  Tenant  shall yield up the
Premises to Landlord  together with all of Tenant's  keys and attached  fixtures
and improvements, in the same condition as when leased, reasonable wear and tear
excepted.  Tenant may not make any alterations to the Premises without the prior
written   consent  of  Landlord,   which  approval  shall  not  be  unreasonably
conditioned  delayed or withheld;  provided  that Tenant shall have the right to
perform Tenant's Work and to make any alterations from time to time which do not
involve any  structural  changes to the  building  and which cost less than Five
Thousand Dollars ($5,000.00) to complete.  All improvements which may be made by
or on behalf of Tenant  shall  become the  property  of  Landlord,  and shall be
surrendered  with the Premises upon the termination of this Lease.  Tenant shall
make all repairs to the interior of the Premises, unless same shall be caused by
the  negligence  of  Landlord;  and, in the event Tenant shall fail to make such
repairs  promptly and  adequately  after written  demand  therefore by Landlord,
Landlord may make such repairs, in which event Tenant shall pay to Landlord,  as
Additional Rent, the cost of such repairs.


                                                                      Initialed:
                                                                         /s/ RSW

                                       4
<PAGE>

     8. SUBLETTING AND ASSIGNING. Tenant shall not assign or sublet the Premises
nor allow the same to be used or occupied  by any other  person or for any other
use than herein specified,  without the prior written consent of Landlord, which
shall  not be  unreasonably  conditioned,  delayed  or  withheld.  In the  event
Landlord  grants  its  consent to any  sublease  or  assignment,  same shall not
constitute a release of Tenant from the full performance of Tenants  obligations
under this Lease.  Further,  in the event of any such  sublease  or  assignment,
Tenant shall reimburse Landlord for all reasonable attorneys' fees in connection
with reviewing and/or drafting any appropriate documents to effect such transfer
of Tenant's  interests in an amount not to exceed $500.00.  Notwithstanding  any
provisions  to the contrary  contained  herein,  Tenant may assign this Lease or
sublet the Premises or any portion thereof,  without Landlord's  consent, to any
corporation  which  controls,  is controlled by or is under common  control with
Tenant,  or to any corporation  resulting from the merger or consolidation  with
Tenant,  or to any person or entity which acquires  substantially all the assets
of Tenant as a going  concern of the  business  that is being  conducted  on the
Premises,  provided that said assignee  assumes,  in full,  the  obligations  of
Tenant under this Lease.

     9. DEFAULT AND HOLDING  OVER. If Tenant shall default in the payment of any
rent, or breach any covenant or agreement of this Lease (hereinafter  singularly
or  collectively  referred to as "Default"),  and if such Default shall continue
for five (5) days after written notice thereof from Landlord, or if Tenant makes
an  assignment  for the benefit of  creditors,  files or has filed  against it a
petition in bankruptcy, or is adjudicated insolvent, Landlord may terminate this
Lease,  with process of law, and expel and remove Tenant, or any other person in
occupancy,  together  with their  property,  and  repossess  the  Premises;  and
thereupon all expenses  (including  reasonable legal fees) as Landlord incurs in
recovering possession of the Premises shall immediately become due. Landlord may
relet the Premises after taking  possession  thereof upon terms  satisfactory to
Landlord.  However,  in such  event,  Tenant  shall be  liable  for all costs of
reletting,  including any brokers' fees and, in the event the rent payable under
any  subletting is less than the rent payable under this Lease,  Tenant shall be
liable for the difference  thereof.  Notwithstanding any other provision of this
Lease to the  contrary,  if any term,  condition  or covenant to be performed by
Tenant  (with  the  exception  of the  payment  of rent) is such  that it cannot
reasonably be performed  within fifteen (15) days,  such default shall be deemed
to have been cured if Tenant commences such performance within said fifteen (15)
period and thereafter diligently undertakes to complete the same.

     If this  Lease is  terminated,  Tenant  shall,  without  demand  therefore,
immediately surrender the Premises peaceably to Landlord in as good condition as
when delivered to Tenant,  reasonable  wear and tear  excepted.  If Tenant shall
remain in possession of the Premises after the  termination  of this Lease,  and
hold over for any reason,  Tenant shall be deemed  guilty of forcible  detainer;
and Tenant  shall pay to  Landlord  monthly  rent equal to 150% of both the base
rent and that additional rent which was payable  hereunder during the last month
prior to Landlord's  notice of termination as well as any other damages incurred
by Landlord as a result of such holdover. Should any of Tenant's property remain
within the  Premises  after the  termination  of this Lease,  it shall be deemed
abandoned;  and  Landlord  shall  have the right to store or  dispose of same at
Tenant's cost and expense.  All of the aforesaid  rights of Landlord shall be in
addition to any remedies which Landlord may have at law or in equity.

     Notwithstanding any other provision of this Lease to the contrary, Landlord
shall use commercially  reasonable  efforts to mitigate  Landlord's damages as a
result of Tenant's default,  and any rent received from any party for all or any
part of the Premises shall be credited against Tenant's  obligations  hereunder.
If either party  defaults in the  performance or observance of any of the terms,
conditions,   covenants  or   obligations   contained  in  this  Lease  and  the
non-defaulting  party obtains a judgment against the defaulting  party, then the
defaulting  party agrees to reimburse the  non-defaulting  party for  reasonable
attorneys' fees incurred in connection therewith.

     10.  RIGHT TO CURE  TENANT'S  DEFAULT.  If Tenant is in  Default  under any
provision  of this  Lease,  other than the  payment of rent,  and Tenant has not
cured same  within five (5) days after  receipt of  Landlord's  written  notice,
Landlord  may cure such  Default  on  behalf of  Tenant,  at  Tenant's  expense;
provided,  however,  that if the  default is such that it cannot  reasonably  be
cured within fifteen (15) days,  such default shall be deemed to have been cured
if Tenant  commences  such  performance  within said fifteen (15) day period and
thereafter diligently


                                                                      Initialed:
                                                                         /s/ RSW

                                       5
<PAGE>

undertakes  to complete the same.  Landlord may also perform any  obligation  of
Tenant,  without notice to Tenant,  should Landlord deem the performance of same
to be an emergency.  Any monies expended by Landlord to cover such Default(s) or
resolve any deemed emergency shall be payable by Tenant as "additional rent." If
Landlord  incurs any such  expense,  including  reasonable  attorney's  fees, in
instituting,  prosecuting and/or defending any action or proceeding by reason of
any emergency or Default of Tenant,  Tenant shall  reimburse  Landlord for same,
(as "Additional Rent"), with interest thereon at ten (10%) percent annually from
the date such payment is due Landlord.

     11. HOLD  HARMLESS.  Landlord shall not be liable to Tenant for any damages
to the  Premises  or  Property,  nor for any  damages  to Tenant on or about the
Property,  nor for any other  damages  arising from the action or  negligence of
Tenant,  co-tenants or other occupants of the Property.  Tenant hereby releases,
discharges and shall indemnify,  hold harmless and defend Landlord,  at Tenant's
sole cost and expense, from all losses, claims, liability, damages, and expenses
(including  reasonable  attorney's  fees) for any  damage or injury to person or
property of the parties  hereto or of third  persons,  caused by Tenant's use or
occupancy of the Premises,  Tenant's breach of any covenant under this Lease, or
Tenant's use of any equipment, facilities or property in, on, or adjacent to the
Property.

     In the event any suit shall be  instituted  against  Landlord  by any third
person for which Tenant is hereby  indemnifying and holding  Landlord  harmless,
then (i) Landlord  shall give Tenant  prompt notice  thereof;  (ii) Tenant shall
defend  such suit at  Tenant's  sole cost and expense  with  counsel  reasonably
satisfactory  to Landlord;  (iii)  Landlord  shall  cooperate with Tenant in the
defense of such claim, and (iv) Landlord shall not settle or compromise any such
claim  so  long  as  Tenant  is  diligently  defending  against  such  claim  by
appropriate proceedings.

Landlord shall defend and indemnify  Tenant,  and save Tenant  harmless from and
against any and all liability, damages, costs, or expenses, including attorneys'
fees arising from any accident,  injury, or damage,  howsoever and by whomsoever
caused, to any person or property  occurring in or about the Property,  provided
that the foregoing provision shall not be construed to make Landlord responsible
for loss,  damage,  liability,  or  expenses  resulting  from  injuries to third
parties  caused  by the  negligence  of Tenant  or of any  officer,  contractor,
licensee, agent, servant, employee, guest, invitee, or visitor of Tenant.

     In the  event  any suit  shall be  instituted  against  Tenant by any third
person for which Landlord is hereby  indemnifying  and holding Tenant  harmless,
then (i) Tenant shall give Landlord prompt notice  thereof;  (ii) Landlord shall
defend such suit at  Landlord's  sole cost and expense with  counsel  reasonably
satisfactory  to Tenant;  (iii)  Tenant  shall  cooperate  with  Landlord in the
defense of such claim,  and (iv) Tenant shall not settle or compromise  any such
claim  so long as  Landlord  is  diligently  defending  against  such  claim  by
appropriate proceedings.

     12. CONDEMNATION.  If the whole or any part of the Property or the premises
shall be taken in  condemnation,  either Tenant or Landlord may  terminate  this
Lease as of the taking date, by giving  written notice of same within sixty (60)
days after the taking date,  provided in the case of  termination by Tenant that
the Premises (or the remaining portion thereof) may no longer be adequately used
for the purpose set forth in  Paragraph 1 of this Lease.  If neither  Tenant nor
Landlord  shall  exercise  its option,  then this Lease shall  terminate  on the
taking date only as to that portion of the  Premises so taken,  and the rent and
other charges payable by Tenant shall be reduced proportionally.  Landlord shall
be entitled to the entire  condemnation  award for all realty and  improvements.
Tenant shall be entitled to any award for Tenant's leasehold interest,  personal
property, the unamortized value of any improvements made by Tenant and the costs
of relocation provided Tenant independently petitions for same.  Notwithstanding
the aforesaid,  if any condemnation takes a portion of the parking area and same
does not result in a reduction of the minimum  required parking ratio below that
established by local Code or Ordinance,  this Lease shall continue in full force
and effect without modification.

     13. INSURANCE. Tenant, at Tenant's sole cost and expense, shall maintain in
full  force  and  effect  policies   providing  "all  risk"  insurance  coverage
protecting  against  physical  damage  (including,  but not  limited  to,  fire,
lightning, extended coverage perils, vandalism, sprinkler leakage, water damage,
collapse,  and  other  special  extended  perils)  to the  extent of 100% of the
replacement cost of Tenant's  property and improvements  during the term of this
Lease,  as well as broad form  comprehensive  or  commercial  general  liability
insurance insuring Landlord and Tenant jointly


                                                                      Initialed:
                                                                         /s/ RSW

                                       6
<PAGE>

against any liability (including bodily injury,  property damage and contractual
liability)  arising out of Tenant's  use or occupancy  of the  Premises,  with a
combined  single limit of not less than  $1,000,000,  or for a greater amount as
may be  reasonably  required  from time to time,  and in policy form and content
satisfactory to Landlord.  Landlord shall be named as an additional insured. All
policies shall be with companies  licensed to do business in the state where the
Property is located,  and rated  A+:XV in the most  current  issue of Best's Key
Rating Guide.  Tenant shall furnish Landlord with  certificates of same prior to
occupancy,  or otherwise upon Landlord's  request;  and further,  such insurance
shall  provide  that not less than thirty (30) days  written  notice be given to
Landlord before any such policies be canceled or substantially changed to reduce
the  insurance  provided  thereby.  All  such  policies  shall  be  primary  and
non-contributing with or in excess of any insurance carried by Landlord.  Tenant
shall  not do any act  which  may make void or  voidable  any  insurance  on the
Premises or  Property;  and, in the event  Tenant's  use of the  Premises  shall
result in an increase in  Landlord's  insurance  premiums,  Tenant  shall pay to
Landlord upon demand,  as  additional  rent, an amount equal to such increase in
insurance.

     Landlord  and Tenant  hereby  mutually  waive any and all right of recovery
against one another,  directly or by way of subrogation or otherwise, due to the
negligence  of either  party,  their agents or  employees,  for real or personal
property  damage  occurring  to the  Premises,  the  Property,  or any  personal
property located therein,  from perils insured against in the aforesaid policies
(whether  or  not  such  insurance  is  carried).  Each  party  shall  have  the
affirmative duty to inform their respective insurance carriers of this Paragraph
and the mutual waiver of subrogation contained herein.

     14.  MORTGAGES.  This Lease shall be subordinated  to any first  mortgages,
deeds of trust or underlying  leases  (hereinafter  referred to as "Mortgages"),
now of record or, at the option of Landlord,  hereafter placed of record. In the
event Landlord  exercises its option to further  subordinate this Lease,  Tenant
shall at the option of the holder of said Mortgage attorn to said holder. Tenant
shall,  at the written request of Landlord,  execute such further  assurances as
Landlord  deems  desirable to confirm such  subordination.  Notwithstanding  any
other  provision  of this Lease to the  contrary,  as a condition  to any future
subordination,  Landlord shall, to the best of the Landlord's  ability,  request
and attempt to obtain a  non-disturbance  agreement in a form provided by Tenant
from the holders of such Mortgages which arise after the date of this Lease.

     15. LIENS.  Tenant shall not mortgage or otherwise  encumber or allow to be
encumbered its interest  herein without  obtaining the prior written  consent of
Landlord,  which  consent  shall not be  unreasonably  conditioned,  delayed  or
withheld.  Should  Tenant  cause  any  lien or  other  encumbrance  (hereinafter
referred to as "Encumbrance") to be filed, against the Premises or the Property,
Tenant  shall  dismiss or bond  against  same within  thirty (30) days after the
filing of any such  Encumbrance.  If Tenant  fails to  remove  said  Encumbrance
within said thirty (30) days,  Landlord  shall have the absolute  right to cause
same  to be  cured  by  whatever  measures  Landlord  shall  deemed  convenient,
including without  limitation payment of such Encumbrance (in which event Tenant
shall reimburse  Landlord for same as "additional  rent"); and Landlord shall be
afforded  all  remedies  at law or in equity  available  to either  Landlord  or
Tenant.

     16.  GOVERNMENT  REGULATIONS.  Tenant,  at Tenant's  sole cost and expense,
shall conform with all laws and requirements of any Municipal,  State or Federal
authorities  now in force,  or which may  hereafter be in force,  as well as any
requirement of Landlord's  insurance  carrier,  pertaining to the Premises or to
Tenant's  use of the  Premises.  The  judgment of any court,  or an admission of
Tenant in any action or proceeding at law,  whether  Landlord be a party thereto
or not, shall be conclusive of the fact as between Landlord and Tenant.

     17.  NOTICES.  All rents which are  required to be paid by Tenant  shall be
delivered by the United States Mail,  postage prepaid,  addressed to the parties
hereto at their respective addresses below; and all notices that are required to
be given hereunder shall be in writing and delivered by United States registered
or certified  mail,  postage  prepaid,  addressed to the parties hereto at their
respective addresses below:

TENANT:                                     LANDLORD:

CONNECTRIA CORPORATION                      CROWN DIVERSIFIED INDUSTRIES Mr.
Richard S. Waidmann                         CORP.
President & CEO                             c/o Scott Properties
10845 Olive                                 1065 Executive Parkway, Suite 300
St. Louis, MO  63141                        St. Louis, MO  63141


                                                                      Initialed:
                                                                         /s/ RSW

                                       7
<PAGE>

Either party may designate a different address by giving notice to the other
party of same at the address set forth above.

     18. OWNERSHIP.  Notwithstanding anything in this Lease to the contrary, the
term "Landlord" as used in this Lease,  shall be defined as the current owner(s)
of the  Property.  In the  event of any  transfer  of the  Property,  the  party
conveying  same shall  thereafter  be  automatically  relieved  of all  personal
liability with respect to Landlord's  performance of any obligations  thereafter
occurring or covenants  thereafter  to be  performed,  provided all  transferees
shall expressly assume and agree to perform all of Landlord's  obligations under
this Lease, including, without limitation, the obligation to return the security
deposit  described in Paragraph 19. It is intended  hereby that all  obligations
under this Lease shall be binding upon the owner(s) of the Property  only during
that owner(s)' respective period(s) of ownership of said Property.

     19. SECURITY DEPOSIT.  Tenant has deposited with Landlord the sum of Twelve
Thousand Two Hundred Twelve and 25/100 Dollars  ($12,212.25) as security for the
full and  faithful  performance  of Tenant's  obligations  under this Lease.  If
Tenant should be in Default as set forth in Paragraph 9 of this Lease,  Landlord
may apply all or a part of this  security  deposit for the payment of any sum in
Default or for the payment of any amount  which  Landlord  expended by reason of
such Default. If any portion of said deposit is so applied, Tenant shall, within
five (5) days after written  demand  therefore,  deposit with Landlord an amount
sufficient to restore the security deposit to its original amount. At the end of
the lease term or earlier  termination  of this  Lease,  in no event  later than
thirty (30) days after the last day of the lease term, Landlord shall return the
security deposit to Tenant.

     20. ESTOPPEL CERTIFICATES. Tenant agrees, upon written request by Landlord,
to execute and return to  Landlord  within  fifteen  (15) days,  a statement  in
writing  certifying  that this Lease is unmodified and in full force and effect,
that Tenant has no defenses, offsets or counterclaims against its obligations to
pay the rent and to perform its other covenants under this Lease, that there are
no incurred Defaults of Landlord or Tenant, and setting forth the dates to which
the rent and other charges have been paid, and any other information  reasonably
requested by Landlord. In the event Tenant fails to return such statement within
said fifteen (15) days, setting forth the above or, alternatively, setting forth
those lease modifications,  defenses and/or uncured Defaults, Tenant shall be in
default hereunder or, at Landlord's election, it shall be deemed that Landlord's
statement is correct with respect to the information therein contained. Any such
statement  delivered  pursuant  to  this  Paragraph  may be  relied  upon by any
prospective purchaser, mortgagee, or assignee of any mortgagee of the Property.

     21.  BROKERAGE.  The  parties  warrant  that they have  dealt with no other
broker or person in connection with this transaction  other than Colliers Turley
Martin Tucker representing Landlord.  Landlord shall pay all commissions due and
payable to said broker.  Each party shall  indemnify  the other from any and all
liability  for the breach of this  representation  and  warranty on its part and
shall pay any  compensation  to any other  broker or person who may be  entitled
thereto. This provision shall survive the termination of this Lease.

     22. SEVERABILITY.  Should any provision of this Lease be unenforceable,  it
shall be  severable  from this Lease;  and this Lease shall remain in full force
and effect and be binding upon the parties  hereto as though said  provision had
not been included.

     23.  PERSONAL  PROPERTY  TAXES.  Tenant shall timely pay all taxes assessed
against  Tenant's  personal  property and all  improvements  to the Premises in-
excess of  Landlord's  standard  installations.  If said  personal  property and
improvements  are assessed  with the  property of Landlord,  Tenant shall pay to
Landlord  Tenant's  share of such taxes  within  ten (10) days after  receipt of
Landlord's statement setting forth the amount of such taxes.

     24. QUIET  ENJOYMENT.  Tenant,  upon paying the rents  herein  reserved and
performing  and  observing all of the other terms,  covenants and  conditions of
this Lease on the Tenant's  part to be performed and observed  hereunder,  shall
peaceably and quietly have, hold and enjoy the demised  premises during the term
hereof, subject,  nevertheless, to the terms of this Lease and to the provisions
of any mortgages,  underlying leases,  agreements and encumbrances to which this
Lease is or may be subordinated.


                                                                      Initialed:
                                                                         /s/ RSW

                                       8
<PAGE>

     25.  OPTION TO TERMINATE.  At any time after the  completion of thirty -six
(36) months from the  commencement  date of this  Lease,  Tenant  shall have the
right to terminate  this Lease.  Said option to terminate  shall be exercised by
Tenant (i) notifying  Landlord in writing of its intent to terminate one hundred
eighty (180) days prior to the date of  termination,  (ii) not being in default,
(iii) paying all rent and additional  rent through the date of termination , and
(iv) paying compensation for the privilege of termination, in an amount equal to
the  unamortized  Tenant  Improvement  allowance  and Lease  commissions,  which
equates to $2,950.00 for each remaining month of the lease term from the date of
termination.

     26. MISCELLANEOUS.

     (a) All of the covenants of Tenant hereunder shall be deemed, and construed
to be "conditions" as well as "covenants" as though both words were used in each
separate  instance.

     (b) This Lease shall not be recorded  by Tenant  without the prior  written
consent  of  Landlord,  which  consent  shall not be  unreasonably  conditioned,
delayed or withheld.

     (c) The paragraph  headings  appearing in this Lease are inserted only as a
matter of convenience, and in no way define or limit the scope of any paragraph.

     (d)  Submission  of this  Lease  shall not be deemed to be an offer,  or an
acceptance,  or a reservation  of the Premises;  and Landlord shall not be bound
hereby until  Landlord has  delivered  to Tenant a fully  executed  copy of this
Lease, signed by the parties hereto on the last page of this Lease in the spaces
herein provided. Until such delivery, Landlord reserves the right to exhibit and
lease the Premises to other prospective tenants.

     (e) This Lease  demises real estate  located in the State of Missouri,  and
shall be governed by the laws of such State.

     (f) All the terms of this Lease  shall  extend to and be  binding  upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

     (g) Landlord warrants that the showers located in the third floor restrooms
shall be maintained during the lease term and will not be removed.

     (h) Landlord hereby represents and warrants to Tenant as follows:

          (i) Landlord is solely  vested with fee simple title to the  Property,
including  the parking lot serving the  Property,  and has full right and lawful
authority  to lease the  Premises  to Tenant  without  the  consent of any other
party;

          (ii) As of the  commencement  date of this Lease, the Property and the
Premises  (with the exception of any  improvements  to be constructed by Tenant)
will be in compliance with all applicable zoning and building codes; subdivision
or indenture  restrictions;  ordinances and  regulations;  fire,  environmental,
occupational  safety and health standards and similar  standards  established by
law.

          (iii)  There  is  not  pending  or,  to  the  knowledge  of  Landlord,
threatened any  litigation,  mechanic's  liens or claims of liens,  condemnation
proceedings, administrative actions or judicial proceedings of any type relating
to the Premises, including, without limitation,  disputes with subcontractors or
material suppliers,  owners of adjacent properties,  governmental authorities or
prior owners of the Property.

          (iv) There are no leases,  subleases,  licenses,  concessions or other
agreements,  written or oral,  granting to any person or entity the right to use
or occupy any portion of the Premises.

          (v)  To  the  best  of  Landlord's  knowledge,  all  building  systems
(including without limitation, electrical, plumbing, sewer, mechanical and HVAC)
have been completed in a good and workmanlike  manner and in accordance with the
plans and  specifications  therefor,  and are in proper working order and do not
require any repairs or replacements which have not been made.


                                                                      Initialed:
                                                                         /s/ RSW

                                       9
<PAGE>

          (vi) To the best of Landlord's  knowledge,  the roof, walls, floor and
other structural  components of the building are structurally  sound and free of
any material  defects and do not require any repairs or replacements  which have
not been made; and

          (vii) To the best of Landlord's knowledge, no hazardous materials have
been  incorporated into the building,  are located on or under the Property,  or
affect the Premises.

     27. OPTION TO EXTEND.

     (a)  Landlord  hereby  grants to Tenant  the right and option to extend the
original lease term for two (2) successive periods of three (3) years each (each
such  extended  term  being  referred  to herein  as, an  "Extension  Term" and,
collectively, the "Extension Terms"). Each Extension Term shall be upon the same
terms and  conditions  contained  in this Lease for the initial  term except (i)
this provision giving two (2) extension  options shall be amended to reflect the
remaining  options to extend, if any and (ii) the Base Rent shall be adjusted as
set forth below (the "Rent  Adjustment").  Tenant shall  exercise such option by
delivering to Landlord,  no later than three (3) months prior to the  expiration
of the then effective  lease term,  written notice of Tenant's  desire to extend
the lease term. Unless Landlord otherwise agrees in writing, Tenant's failure to
timely  exercise such option shall waive it. Landlord shall notify Tenant of the
amount of the Rent  Adjustment  no later  than  thirty  (30)  days  prior to the
commencement of the applicable  Extension Term. If Tenant properly exercises its
option to extend,  Landlord and Tenant  shall  execute an amendment to the Lease
reflecting the amount of the Base Rent due under the Extension Term.

     (b) The  Base  Rent  for  each  of the  Extension  Terms  shall  equal  the
then-current  Base Rent increased by the same  percentage of increase in the BLS
Index (as  hereinafter  defined) over the  immediately  preceding  lease term or
Extension  Term.  As used in this  Lease,  the term "BLS  Index"  shall mean the
Producer Price Index for Finished Goods  (1982=100),  published by the Bureau of
Labor  Statistics,  United States  Department  of Labor.  If the Bureau of Labor
Statistics shall discontinue  publication of said BLS Index or shall adopt a new
method of computing the BLS Index,  the parties  agree to use a published  price
index as  comparable  as  possible  to the BLS Index prior to the change in such
method.

     (c) Notwithstanding the foregoing,  in no event shall the Base Rent payable
during any subsequent  lease year or Extension  Term as adjusted  hereby be less
than the Base Rent paid during the immediately preceding lease year or Extension
Term.

     IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this Lease the day and year first above written.

TENANT:                                     LANDLORD:

CONNECTRIA CORPORATION                      CROWN DIVERSIFIED INDUSTRIES
                                                              CORP.


By: /s/ Richard S. Waidmann                  By: /s/ Joe H. Scott Sr.
    ---------------------------------            -------------------------------
    Richard S. Waidmann                          Joe H. Scott, Sr.
    President




                                                                      Initialed:
                                                                         /s/ RSW

                                       10
<PAGE>

                                    EXHIBIT A

                            WestChase Office Building
                                   10845 Olive
                               St. Louis, MO 63141

                            Suite 300 +/-7,713 r.s.f.

                          [Diagram of office building]








                                                                      Initialed:
                                                                         /s/ RSW


                                       11A
<PAGE>

                           Exhibit "A" to Office Lease

                    dated as of 10/12 , 2001, by and between

                       CROWN DIVERSIFIED INDUSTRIES CORP.,

                                  as Landlord,

                                       and

                 CONNECTRIA CORPORATION, A MISSOURI CORPORATION

                                   as Tenant,

                             for Leased Premises in

                         WestChase Park Office Building
                              10845 Olive Boulevard
                              Creve Coeur, MO 63141





                               BUILDING FLOOR PLAN





Initialed for                                           Initialed for
identification                                          identification
by Tenant:                                              by Tenant:

/s/ RSW                                                 /s/ JM
---------------                                         ---------------



                                                                      Initialed:
                                                                         /s/ RSW

                                       11
<PAGE>

                           Exhibit "B" to Office Lease

                    dated as of 10/12 , 2001, by and between

                       CROWN DIVERSIFIED INDUSTRIES CORP.,

                                  as Landlord,

                                       and

                 CONNECTRIA CORPORATION, A MISSOURI CORPORATION

                                   as Tenant,

                             for Leased Premises in

                         WestChase Park Office Building
                              10845 Olive Boulevard
                              Creve Coeur, MO 63141





                                      WORK



Initialed for                                           Initialed for
identification                                          identification
by Tenant:                                              by Tenant:

/s/ RSW                                                 /s/ JM
---------------                                         ---------------





                                                                      Initialed:
                                                                         /s/ RSW

                                       12
<PAGE>

                                      WORK

     This Exhibit B is a description of the work and obligations of Landlord and
Tenant with respect to the design and construction of the Leased Premises.

                                 Landlord's Work

     1. Landlord shall, at Landlord's expense,  cause the Premises to be altered
and   improved   pursuant   to  plans  and   specifications   (the   "Plans  and
Specifications")  satisfactory to Landlord and Tenant.  "Landlord's  Work" shall
consist of the following:

          a.   Construct  corridors to connect  both stair  wells.  Includes new
               carpet in lobby and new paint and wallpaper in restrooms.
          b.   Demo three (3) offices and file room and restore ceiling at these
               areas.
          c.   Remove all low voltage wiring.
          d.   Install two (2) doors in new corridor into tenant's  space.  Both
               doors to have cadcam locks.
          e.   Remove all furniture,  except three (3) file cabinets recessed in
               the wall behind the  receptionist  area.  File  cabinets  are for
               Tenant's  use  throughout  the term at no cost but will remain in
               the space  upon  expiration  of the  Lease as part of the  Leased
               Premises.
          f.   Tenant  shall  have use of doors and  frames  removed at areas of
               demo.
          g.   Replace any stained or damaged ceiling tiles through out.
          h.   Remove cabinetry in existing mail room/ copy room.
          i.   Demo the  drywall  ceiling in the  hallway in front of mail room/
               copy room if the corridor wall is in-filled with drywall or leave
               ceiling "as -is" if new suite entry door is installed.
          j.   Repair holes and replace any stained or damaged  ceiling tiles in
               the fitness room.
          k.   Tenant,  at  Tenant's  discretion,  can elect to use the built in
               front reception desk or have it removed.

          l.   All work in Plans and  Specifications  from Tenant to be mutually
               agreed upon.


     2.   In addition to Landlord's  work above,  Landlord will provide a Tenant
          Improvement Allowance of $77,130.00 to be use towards, but not limited
          to, the  following  improvements  to be completed by Tenant:  permits,
          architectural  plans,  demolition,  dry  wall,  carpentry,   cabinets,
          electric, acoustical,  plumbing, painting, flooring, blinds, clean-up,
          HVAC,  supervision,  low voltage  wiring,  moving  expenses,  signage,
          upgrades over building standard,  plumbing,  cabinetry,  phone wiring,
          computer  wiring,  and  any  other  work  not  specified  above  under
          Landlord's Work (collectively,  "Landlord's Work"). Landlord shall pay
          the Tenant  Improvement  Allowance to Landlord's  contractor in one or
          more  installments  within fifteen (15) days after Landlord's  receipt
          and  approval of invoices  and lien  waivers,  as  appropriate,  which
          approval shall not be unreasonably  conditioned,  delayed or withheld.
          Landlord will provide a letter of credit for the balance of any unused
          Tenant Improvement Allowance to be used to offset base rent.

          Landlord  shall  supply  Tenant  with a cost  analysis  in  writing of
          Landlord's   Work  versus  Work  to  be  provided   under  the  Tenant
          Improvement Allowance.

                                  Tenant's Work

     l. Landlord shall permit,  and hereby grants to,  representatives,  agents,
employees, surveyors, contractors, appraisers and engineers designated by Tenant
access to and the right to enter upon the Premises and the Property prior to the
Commencement Date to examine,  inspect, measure and test the Leased Premises and
the  improvements and equipment  located thereon.  Tenant shall, at its expense,
repair any  damage to the  Premises  caused by  Tenant's  inspection  or testing
thereof. If Tenant has approved the Plans and  Specifications,  then Tenant, and
its agents,


                                                                      Initialed:
                                                                         /s/ RSW

                                       13
<PAGE>

employees  and  contractors,  shall have the right to enter onto the Premises to
complete Tenant's Work and ready the Premises for Tenant's occupancy, including,
but not limited to the right to move  furniture and other  personal  property in
the Premises from and after December 15, 2001, and to make such  alterations and
install such  equipment  and fixtures as Tenant may deem  necessary  without the
necessity of paying any rent  therefor but otherwise on the terms and subject to
the conditions of this Lease.

                          Condition of Leased Premises

     Except to the  extent set forth in this  Lease,  Tenant  certifies  that no
representations  as to the  condition  of the Premises or  agreements  as to the
construction  improvements  of the  Premises  have been made by  Landlord or its
agents or representatives to Tenant, either directly or indirectly,  prior to or
at the execution of this Lease.














                                                                      Initialed:
                                                                         /s/ RSW

                                       14
<PAGE>


                           Exhibit "C" to Office Lease

                    dated as of 10/12 , 2001, by and between

                       CROWN DIVERSIFIED INDUSTRIES CORP.,

                                  as Landlord,

                                       and

                 CONNECTRIA CORPORATION, A MISSOURI CORPORATION

                                   as Tenant,

                             for Leased Premises in

                         WestChase Park Office Building
                              10845 Olive Boulevard
                              Creve Coeur, MO 63141





                              RULES AND REGULATIONS



Initialed for                                           Initialed for
identification                                          identification
by Tenant:                                              by Tenant:

/s/ RSW                                                 /s/ JM
---------------                                         ---------------




                                                                      Initialed:
                                                                         /s/ RSW

                                       15
<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS

1.   Tenant shall not inscribe any inscription or post, or in any manner display
     any sign,  notice,  picture,  placard or poster, or any advertising  matter
     whatsoever,  anywhere  in or  about  Premises  at  places  visible  (either
     directly  or  indirectly  as an  outline  or shadow on a glass  pane)  from
     anywhere  outside of the  Premises  or from  public and common  area within
     Premises,  without first obtaining  Landlord's  written consent thereto and
     Landlord shall specify the color,  size,  style and material to be used. No
     showcase  shall be placed in front of or in the lobbies or corridors of the
     Premises and Landlord  reserves the right to remove all showcases so placed
     and all signs other than those above  provided for,  without  notice and at
     the expense of the Tenant responsible.

2.   All exterior and interior signs and corridors must be installed by Landlord
     or someone  designated  by it, and the actual cost thereof shall be paid by
     the Tenant and all such signs are so placed at the risk of the Tenant.

3.   If a Tenant desires telegraphic or telephone connections, the Landlord will
     direct  the  electricians  as to where the wires are to be  introduced  and
     without such direction no boring or cutting for wires shall be permitted.

4.   The Landlord  retains the power to prescribe the weight and proper position
     of safes and  mechanical  equipment.  All safes,  furniture,  boxes,  bulky
     articles and packages  shall be moved in to or out of said building or from
     one part of the building to another  under  supervision  of Landlord and at
     such times and  according to such  regulations  as may be designated by the
     Landlord  and at the  entrance  designated  by the Landlord and each tenant
     shall be responsible for all damage to the walls, floors, or other parts of
     the building  caused by or  connected  with any moving or delivery in to or
     removal  horn the  building any safe,  furniture,  boxes or bulky  articles
     while in the  building at Tenant's  instance  but no moving out shall occur
     without the written consent of the Landlord in each instance.  The premises
     shall not be overloaded. No engine, boiler, or other machinery shall be put
     upon the premises by any Tenant.

5.   No Tenant  shall do or permit  anything to be done in said  premises  which
     will be  dangerous  to life or limb or which will tend to create a nuisance
     or injure the reputation of the building,  or use burning fluid,  camphene,
     alcohol, kerosene, or anything except steam, gas or electricity in lighting
     or heating said premises;  or install any air  conditioning  or air cooling
     apparatus without the written consent of Landlord;  or in any way injure or
     annoy them, or conflict with the laws or with the  regulations  of the fire
     department,  or  with  any  insurance  policy  upon  said  building  or any
     regulations of any governmental agency or municipality having jurisdiction,
     or use the premises for any illegal or immoral purposes, and no beer, wine,
     or  intoxicating  liquor  shall be sold in said  building  without  written
     consent of the Landlord in each instance.

6.   The sidewalk,  passages, lobbies, corridors,  elevators and stairways shall
     not be obstructed by Tenant; or used except for ingress and egress from and
     to offices and storeroom.

7.   The doors,  skylights,  windows,  and transoms  that reflect or admit light
     into passageways or into any place in said building shall not be covered or
     obstructed by Tenant.  The water closets and other  apparatus  shall not be
     used for any purpose other than those for which they were  constructed  and
     no sweeping,  rubbish,  rags, or other  substances shall be thrown therein.
     Any damage  resulting  to them from misuse shall be borne by the Tenant who
     shall cause it.

8.   Tenant  and its  employees  and  guests  are not to injure  or  deface  the
     building nor the woodwork, nor the walls of the premises, nor carry on upon
     the premises any noisome, noxious, noisy, or offensive business nor conduct
     an auction  therein.  No  interference in any way with the other Tenants or
     those having business with them.

9.   No room  or  rooms  shall  be  occupied  or used  as  sleeping  or  lodging
     apartments.


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<PAGE>

10.  Tenant shall, when leaving premises at close of business,  or unoccupied at
     any time,  lock all  doors  and for any  default  or  carelessness  in this
     respect  shall make good all injury  sustained by other  Tenants and by the
     Landlord or by either of them,  for damages  resulting from such default or
     carelessness.

11.  No animal or bird shall be allowed in any part of the building.

12.  Any person or persons, other than the janitor or janitress of Landlord, who
     shall be employed for the purposes of cleaning  premises  shall be employed
     at Tenant's cost and Landlord shall be in no way  responsible  for any loss
     of property on or from the premises,  however occurring, or any damage done
     to the furniture or other effects of any Tenant by the janitor or janitress
     furnished by the Tenant or anyone under him.

13.  No Tenant shall  accumulate or store in the premises  covered by this Lease
     any waste paper, discarded records, paper files,  sweepings,  rags, rubbish
     or other  combustible  matter and Tenant  shall  surrender  such  matter to
     Landlord  without  compensation  to be handled and disposed of by Landlord.
     Nothing shall be thrown by Tenant,  their  employees or guests,  out of the
     window or doors,  down the passages or  skylights or over balcony  rails of
     the building.

14.  Tenant shall contract with the  appropriate  waste hauler to dispose of any
     infectious or hazardous waste as defined by state, city, or county codes.

15.  The  Landlord  reserves  the right to exclude from the building all drunken
     persons,  idlers,  and  peddlers,  solicitors  and  generally  persons or a
     character or conduct to create  disturbance and persons  entering in crowds
     or in such unusual numbers as to cause  inconvenience to the tenants of the
     building.

16.  Landlord reserves the right to designate, on a non-discriminatory basis, in
     writing to the Tenant,  those parking  spaces for Tenant's  employees  that
     will assure, in Landlord's  judgment,  maximum  availability of parking for
     all  the  building  tenants,  patients  and  clients.  In  the  event  said
     designated  parking  is not  adhered  to by  Tenant's  employees,  Landlord
     reserves the right to tow or impound vehicles of Tenant's  employees at the
     vehicle owner's expense.

17.  The building has been designated a smoke-free  environment.  Tenants, their
     employees,  and their  visitors  are  prohibited  from  smoking  within the
     building including all common areas and suites.

18.  Landlord  reserves  the right to change  these rules and to make such other
     further  reasonable  rules and regulations  either as it affects one or all
     tenants as in its judgment from time to time be needed for the safety, care
     and cleanliness of the premises, for the preservation of good order therein
     or for any other cause and when said changes are made, such modified or new
     rules  shall be deemed a part  thereof  with the same  effect as if written
     herein,  when a copy shall have been  delivered  to the Tenant or left with
     some person in charge of the demised premises.




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