EXHIBIT 10.19

                     * * * * * * * * * * * * * * * * * * * *

                                 LEASE AGREEMENT


                                     BETWEEN

                 Prentiss Properties Acquisition Partners, L.P.,
                         a Delaware limited partnership

                                   (Landlord)


                                       AND

                                Micrografx, Inc.,
                               a Texas corporation

                                    (Tenant)


                              8144 Walnut Hill Lane
                                  Dallas, Texas

                              Dated: August 1, 2000


                     * * * * * * * * * * * * * * * * * * * *


<PAGE>
<TABLE>
<CAPTION>


                                            TABLE OF CONTENTS - LEASE AGREEMENT

                                                                                                   PAGE
<S>                                                                                                 <C>


BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS......................................................1
PREMISES AND QUIET ENJOYMENT.........................................................................2
TERM; COMMENCEMENT DATE; DELIVERY AND ACCEPTANCE OF PREMISES.........................................2
RENT.................................................................................................2
OPERATING COSTS......................................................................................3
PARKING..............................................................................................4
SERVICES OF LANDLORD.................................................................................5
ASSIGNMENT AND SUBLETTING............................................................................5
REPAIRS..............................................................................................6
ALTERATIONS..........................................................................................7
LIENS................................................................................................8
USE AND COMPLIANCE WITH LAWS.........................................................................8
DEFAULT AND REMEDIES.................................................................................8
INSURANCE............................................................................................9
DAMAGE BY FIRE OR OTHER CAUSE........................................................................10
CONDEMNATION.........................................................................................11
INDEMNIFICATION......................................................................................11
SUBORDINATION AND ESTOPPEL CERTIFICATES..............................................................11
SURRENDER OF THE PREMISES............................................................................12
LANDLORD'S RIGHT TO INSPECT..........................................................................13
SECURITY DEPOSIT.....................................................................................13
BROKERAGE............................................................................................13
OBSERVANCE OF RULES AND REGULATIONS..................................................................13
NOTICES..............................................................................................13
MISCELLANEOUS........................................................................................13
SUBSTITUTION SPACE...................................................................................15
OTHER DEFINITIONS....................................................................................15

</TABLE>


<PAGE>


                               EXHIBITS AND RIDERS

         The  following  Exhibits  and  Riders are  attached  hereto and by this
reference made a part of this Lease:

EXHIBIT A           -      FLOOR PLAN OF THE PREMISES

EXHIBIT B           -      THE LAND

EXHIBIT C           -      INTENTIONALLY DELETED

EXHIBIT D           -      FORM OF COMMENCEMENT NOTICE

RIDER NO. 1         -      RULES AND REGULATIONS





<PAGE>


                             INDEX OF DEFINED TERMS

         Definitions  of  certain  terms  used in this  Lease  are  found in the
following sections:

TERM                                                 LOCATION OF DEFINITION

Additional Rent                                               Section 1.01N
Bankruptcy Code                                                Section 8.06
Base Rent                                                     Section 1.01M
Base Year Operating Costs                                     Section 1.01O
Basic Lease Information and Certain Definitions                   Article 1
Broker                                                        Section 1.01W
Building                                                      Section 1.01B
Building Standard                                                Article 27
Business Days                                                    Article 27
Commencement Date                                             Section 1.01F
Common Areas                                                     Article 27
days                                                             Article 27
Events of Default                                             Section 13.01
Expiration Date                                               Section 1.01G
herein, hereof, hereby, hereunder and words
  of similar import                                              Article 27
include and including                                            Article 27
Interest Rate                                                  Section 4.02
Land                                                          Section 1.01C
Landlord                                                           Preamble
Landlord's Address for Notice                                 Section 1.01T
Landlord's Address for Payment                                Section 1.01U
Landlord's Operating Costs Estimate                            Section 5.01
Leasehold Improvements                                           Article 27
Net Rentable Area                                                Article 27
Net Rentable Area of the Building                             Section 1.01J
Net Rentable Area of the Premises                             Section 1.01I
Parking Facilities                                            Section 1.01D
Parking Permits                                               Section 1.01P
Permit Fees                                                   Section 1.01P
Project                                                       Section 1.01E
Premises                                                      Section 1.01A
Reference to Landlord as having "no liability
  to Tenant" or being" without liability to
  Tenant" or words of like import                                Article 27
Rent                                                          Section 1.01L
repair                                                           Article 27
Security Deposit                                              Section 1.01R
Successor Landlord                                            Section 18.02
Taxes                                                          Section 5.02
Tenant                                                Preamble & Article 27
Tenant's Address for Notice                                   Section 1.01V
Tenant's Permitted Uses                                       Section 1.01Q
Tenant's Property                                         Section 14.01A(a)
Tenant's Share                                                Section 1.01K
Term                                                          Section 1.01H
termination of this Lease and words of like import               Article 27
terms of this Lease                                              Article 27
this Lease                                                         Preamble
year                                                             Article 27


                                 LEASE AGREEMENT

         THIS LEASE  AGREEMENT  ("this  Lease") is made and entered  into by and
between Prentiss Properties Acquisition Partners, L.P., a Delaware joint venture
("Landlord") and Micrografx,  Inc., a Texas corporation ("Tenant"), upon all the
terms set forth in this Lease and in all Exhibits and Riders hereto, to each and
all  of  which  terms  Landlord  and  Tenant  hereby  mutually  agree,   and  in
consideration  of One  Dollar  ($1.00)  and other  valuable  consideration,  the
receipt  and  sufficiency  of which are hereby  acknowledged,  and of the rents,
agreements and benefits flowing between the parties hereto, as follows:

BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS

Each reference in this Lease to  information  and  definitions  contained in the
Basic  Lease  Information  and  Certain  Definitions  and each use of the  terms
capitalized  and defined in this  Section  1.01 shall be deemed to refer to, and
shall have the respective meaning set forth in, this Section 1.01.
<TABLE>

<S>         <C>                                                   <C>

(A)      PREMISES:                          THE PORTION OF THE TENTH (10TH) FLOOR OF THE BUILDING, PRESENTLY KNOWN AS
                                            SUITE NO(S). 1040 AND 1050, AS SAID SPACE IS IDENTIFIED BY DIAGONAL LINES ON
                                            THE FLOOR PLANS ATTACHED HERETO AS EXHIBIT A.

(B)      BUILDING:                          THE BUILDING OWNED BY LANDLORD ON THAT PORTION OF THE LAND GENERALLY LOCATED AT
                                            8144 WALNUT HILL LANE, DALLAS, TEXAS.

<PAGE>


(C)      LAND:                              THAT CERTAIN PARCEL OF LAND DESCRIBED UNDER THE CAPTION "LAND" IN EXHIBIT B HEREOF.

(D)      PARKING FACILITIES:                THE MULTI-LEVEL PARKING GARAGE WHICH IS ADJACENT TO THE BUILDING, TOGETHER WITH
                                            SURFACE PARKING SPACE LOCATED ON THE LAND.

(E)      PROJECT:                           THE LAND AND ALL IMPROVEMENTS THEREON, INCLUDING THE BUILDING, THE PARKING FACILITIES,
                                            AND ALL COMMON AREAS.

(F)      COMMENCEMENT DATE:                 THAT CERTAIN DATE ON WHICH THE TERM SHALL COMMENCE, AS DETERMINED PURSUANT TO THE
                                            PROVISIONS OF ARTICLE 3 HEREOF.

(G)      EXPIRATION DATE:                   JULY 31, 2005.

(H)      TERM:                              FIVE (5) YEARS, BEGINNING ON THE COMMENCEMENT DATE AND ENDING AT 11:59 P.M. ON THE
                                            EXPIRATION DATE, UNLESS THIS LEASE IS SOONER TERMINATED AS PROVIDED HEREIN.

(I)      NET RENTABLE AREA OF THE PREMISES: APPROXIMATELY 13,904 SQUARE FEET, SUBJECT TO THE PROVISIONS OF  SECTION 3.03 HEREOF.

(J)      NET RENTABLE AREA OF THE BUILDING: 464,289 SQUARE FEET.

(K)      TENANT'S SHARE:                    2.99%,  REPRESENTING A FRACTION, THE NUMERATOR OF WHICH IS THE NET RENTABLE AREA OF THE
                                            PREMISES AND THE  DENOMINATOR OF WHICH IS THE NET RENTABLE AREA OF THE BUILDING, SUBJECT
                                            TO FUTURE ADJUSTMENT PURSUANT TO THE PROVISIONS OF SECTION 5.04 HEREOF.

(L)      RENT:                              THE BASE RENT AND THE ADDITIONAL RENT.

(M)      BASE RENT:                         THE BASE RENT SHALL BE $305,888.00 PER ANNUM ($22.00 PER SQUARE FOOT PER ANNUM OF NET
                                            RENTABLE AREA OF THE PREMISES), WHICH INCLUDES BASE YEAR OPERATING COSTS.

(N)      ADDITIONAL RENT:                   THE ADDITIONAL RENT SHALL BE ALL OTHER SUMS DUE AND PAYABLE BY TENANT UNDER THIS LEASE.

(O)      BASE YEAR OPERATING COSTS:         THE ACTUAL GROSSED UP OPERATING COSTS FOR THE CALENDAR YEAR ENDING DECEMBER 31, 2000.

(P)      PARKING SPACES:                    TENANT SHALL BE ENTITLED TO TAKE SIXTY-FIVE (65) UNASSIGNED GARAGE PARKING SPACES, AT NO
                                            CHARGE DURING THE INITIAL TERM.

(Q)      TENANT'S PERMITTED USES:           TENANT MAY USE THE PREMISES FOR EXECUTIVE AND ADMINISTRATIVE OFFICES FOR THE CONDUCT
                                            OF TENANT'S BUSINESS AND FOR NO OTHER PURPOSE.

(R)      SECURITY DEPOSIT:                  $0

(S)      BROKER:                            NONE

(T)      LANDLORD'S ADDRESS FOR NOTICE:     PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.
                                            3890 WEST NORTHWEST HIGHWAY, SUITE 400
                                            DALLAS, TEXAS  75220
                                            ATTENTION: THOMAS F. AUGUST

(U)      LANDLORD'S ADDRESS FOR PAYMENT:    PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.
                                            P.O. BOX 730334
                                            DALLAS, TEXAS  75373-0334

(V)      TENANT'S ADDRESS FOR NOTICE:       8144 WALNUT HILL LANE
                                            SUITE 1050
                                            DALLAS, TEXAS  75231
                                            ATTENTION:  JOHN M. CARRADINE
</TABLE>


                          PREMISES AND QUIET ENJOYMENT

Landlord  hereby  leases the  Premises to Tenant,  and Tenant  hereby  rents and
leases the Premises from Landlord,  for the Term.  During the Term, Tenant shall
have the right to use, in common with  others and in  accordance  with the Rules
and Regulations, the Common Areas.

Provided  that Tenant  fully and timely  performs all the terms of this Lease on
Tenant's part to be performed,  including  payment by Tenant of all Rent, Tenant
shall have,  hold and enjoy the Premises  during the Term  without  hindrance or
disturbance  from  or by  Landlord;  subject,  however,  to all  of  the  terms,
conditions and  provisions of any and all ground  leases,  deeds to secure debt,
mortgages, governmental laws, easements, and other encumbrances now or hereafter
affecting the Premises, or the Project.

                            TERM; COMMENCEMENT DATE;
                      DELIVERY AND ACCEPTANCE OF PREMISES

The  Commencement  Date shall be the  earlier of (a) August 1, 2000,  or (b) the
date  Tenant,  or anyone  claiming  by,  through or under  Tenant,  occupies any
portion of the  Premises  for the purpose of the  conduct of  Tenant's  (or such
other person's) business therein.

Intentionally Deleted.

The Net Rentable  Area of the Premises  and the  Building are  approximately  as
stated  in  Sections   1.01I  and  J,   respectively.   By  written   instrument
substantially  in the form of EXHIBIT D attached  hereto,  Landlord shall notify
Tenant of the  Commencement  Date, the Net Rentable Area of the Premises and all

<PAGE>

other matters stated therein.  The  Commencement  Notice shall be conclusive and
binding on Tenant as to all matters set forth  therein,  unless  within five (5)
days following delivery of such Commencement Notice,  Tenant contests any of the
matters  contained  therein  by  notifying   Landlord  in  writing  of  Tenant's
objections.  The foregoing  notwithstanding,  Landlord's  failure to deliver any
Commencement  Notice to Tenant shall not affect Landlord's  determination of the
Commencement Date.

Tenant  may not enter or occupy  the  Premises  prior to the  Commencement  Date
without  Landlord's  express  written  consent and any entry by Tenant  shall be
subject to all of the terms of this Lease;  provided however, that no such early
entry shall change the Commencement Date or the Expiration Date.

Occupancy  of the Premises or any portion  thereof by Tenant or anyone  claiming
through or under  Tenant for the  conduct of  Tenant's,  or such other  person's
business  therein  shall be  conclusive  evidence  that  Tenant and all  parties
claiming  through or under Tenant (a) have accepted the Premises as suitable for
the purposes for which the Premises are leased hereunder,  (b) have accepted the
Common Areas as being in a good and  satisfactory  condition and (c) have waived
any defects in the Premises and the Project.  Landlord  shall have no liability,
except for gross negligence or willful misconduct,  to Tenant or any of Tenant's
agents, employees,  licensees,  servants or invitees for any injury or damage to
any person or property due to the  condition or design of, or any defect in, the
Premises or the  Project,  including  any  electrical,  plumbing  or  mechanical
systems and equipment of the Premises or the Project and the condition of or any
defect in the Land; 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.

                                      RENT

Tenant shall pay to Landlord,  without notice,  demand, offset or deduction,  in
lawful money of the United States of America, at Landlord's Address for Payment,
or at such other place as Landlord shall designate in writing from time to time:
(a) the Base Rent in equal monthly installments, in advance, on the first day of
each  calendar  month  during  the Term,  and (b) the  Additional  Rent,  at the
respective times required hereunder.  The first monthly installment of Base Rent
payable  under  Article 5 hereof shall be paid on or before  August 15, 2000 and
applied to the first  installments  of Base Rent  coming  due under this  Lease.
Payment of Rent shall begin on the Commencement Date; provided,  however,  that,
if either the  Commencement  Date or the  Expiration  Date falls on a date other
than the first day of a calendar month,  the Rent due for such fractional  month
shall be  prorated  on a per diem  basis  between  Landlord  and Tenant so as to
charge Tenant only for the portion of such  fractional  month falling within the
Term.

All past due  installments  of Rent shall bear interest until paid at a rate per
annum (the  "Interest  Rate") equal to the greater of fifteen  percent  (15%) or
four  percent (4%) above the prime rate of interest  from time to time  publicly
announced by Bank One, Texas, N.A., or any successor thereof;  not to exceed the
maximum  rate  permitted  under  federal  law or under  the laws of the State of
Texas,  the rate of interest on such past due  installments of Rent shall be the
maximum rate of interest then permitted by applicable law.

                                OPERATING COSTS

Tenant shall pay to Landlord,  as Additional  Rent,  for each year or fractional
year during the Term, an amount  ("Tenant's  Operating  Costs Payment") of money
equal to Tenant's Share of Operating  Costs, for such year in excess of Tenant's
Share of Base Year  Operating  Costs,  such amount to be calculated  and paid as
follows:

     Beginning  on  January  1st of the year  following  the  year in which  the
     Commencement  Date  occurs,  and on the first day of  January  of each year
     during  the  Term  thereafter,  or as soon  thereafter  as is  practicable,
     Landlord shall furnish Tenant with a statement ("Landlord's Operating Costs
     Estimate")  setting  forth  Landlord's  reasonable  estimate  of grossed up
     Operating  Costs for the  forthcoming  year and  Tenant's  Operating  Costs
     Payment for such year. On the first day of each calendar  month during such
     year,  Tenant  shall  pay to  Landlord  one-twelfth  (1/12th)  of  Tenant's
     Operating  Costs  Payment  as  estimated  on  Landlord's   Operating  Costs
     Estimate.  If  for  any  reason  Landlord  has  not  provided  Tenant  with
     Landlord's Operating Costs Estimate on the first day of January of any year
     during  the  Term,  then (a) until  the  first  day of the  calendar  month
     following  the month in which Tenant is given  Landlord's  Operating  Costs
     Estimate, Tenant shall continue to pay to Landlord on the first day of each
     calendar  month the sum, if any,  payable by Tenant under this Section 5.01
     for the month of December of the  preceding  year,  and (b) promptly  after
     Landlords' Operating Costs Estimate is furnished to Tenant,  Landlord shall
     give  notice  to  Tenant  stating  whether  the  installments  of  Tenant's
     Operating Costs Payments previously made for such year were greater or less
     than the  installments of Tenant's  Operating Costs Payments to be made for
     such year,  and (i) if there shall be a  deficiency,  Tenant  shall pay the
     amount  thereof to  Landlord  within ten (10) days  after the  delivery  of
     Landlord's  Operating Costs  Estimate,  or (ii) if there shall have been an
     overpayment,  Landlord shall apply such overpayment as a credit against the
     next accruing monthly  installment(s)  of Tenant's  Operating Costs Payment
     due from Tenant until fully credited to Tenant,  and (iii) on the first day


<PAGE>


     of the calendar  month  following the month in which  Landlord's  Operating
     Costs  Estimate  is given to Tenant  and on the first day of each  calendar
     month  throughout the remainder of such year,  Tenant shall pay to Landlord
     an  amount  equal to  one-twelfth  (1/12th)  of  Tenant's  Operating  Costs
     Payment.  On the first day of March of each year during the Term (beginning
     on the first day of March of the second  year  following  the year in which
     the  Commencement  Date occurs),  or as soon  thereafter as is practicable,
     Landlord  shall  furnish  Tenant with a statement of the actual  grossed up
     Operating  Costs for the  preceding  year.  Within  thirty  (30) days after
     Landlord's  giving of such statement,  Tenant shall make a lump sum payment
     to Landlord  in the  amount,  if any,  by which  Tenants'  Operating  Costs
     Payment  for such  preceding  year as shown on such  Landlord's  statement,
     exceeds the  aggregate of the monthly  installments  of Tenant's  Operating
     Costs Payments paid during such preceding year. If Tenant's Operating Costs
     Payment, as shown on such Landlord's statement,  is less than the aggregate
     of the monthly  installments of Tenant's  Operating Costs Payment  actually
     paid by Tenant during such preceding  year,  then Landlord shall apply such
     amount to the next accruing monthly  installment(s)  of Tenant's  Operating
     Costs Payment due from Tenant until fully credited to Tenant.

     If the Term ends on a date other than the last day of December,  the actual
     Operating Costs for the year in which the Expiration Date occurs,  shall be
     prorated so that Tenant shall pay that portion of Tenant's  Operating Costs
     Payment for such year  represented  by a fraction,  the  numerator of which
     shall be the number of days during such  fractional year falling within the
     Term,  and the  denominator  of which is 365 (or 366, in the case of a leap
     year).  The  provisions of this Section 5.01 shall  survive the  Expiration
     Date or any sooner termination provided for in this Lease.

A. For purposes of this Lease, the term "Operating Costs" shall mean any and all
expenses,  costs and  disbursements of every kind which Landlord pays, incurs or
becomes  obligated to pay in connection with the operation,  management,  repair
and  maintenance  of all portions of the Project.  All Operating  Costs shall be
determined according to generally accepted accounting  principles which shall be
consistently  applied.  Operating  Costs  include,  but are not  limited to, the
following:

     Wages,  salaries,  benefits and fees  (including all reasonable  education,
     travel and  professional  fees) of all personnel or entities engaged in the
     operation, repair, maintenance,  management, or safekeeping of the Project,
     including taxes, insurance,  and benefits relating thereto and the costs of
     all supplies and materials  (including  work clothes and uniforms)  used in
     the operation,  repair,  maintenance  and security of the Project;  Cost of
     performance by Landlord's  personnel of, or of all service  agreements for,
     maintenance,  janitorial services,  access control,  alarm service,  window
     cleaning,  elevator maintenance and landscaping for the Project,  including
     the  rental  of  personal  property  used by  Landlord's  personnel  in the
     maintenance  and repair of the Project;  Cost of utilities for the Project,
     including water,  sewer,  power,  electricity,  gas, fuel, lighting and all
     air-conditioning,  heating and  ventilating  costs;  Cost of all insurance,
     including casualty and liability insurance applicable to the Project and to
     Landlord's  equipment,  fixtures and personal  property  used in connection
     therewith,  business  interruption or rent  insurance,  insurance as may be
     required by any lessor or mortgagee of Landlord,  and such other  insurance
     which  Landlord  considers  reasonably  necessary  in the  operation of the
     Project;  All Taxes for the Project.  For purposes hereof, the term "Taxes"
     shall  mean,  all  taxes,  assessments,  and  other  governmental  charges,
     applicable to or assessed  against the Project or any portion  thereof,  or
     applicable  to or assessed  against  Landlord's  personal  property used in
     connection therewith, including any reasonable expenses, including fees for
     attorneys,  tax  consultants,  arbitrators,  appraisers,  experts and other
     witnesses,  incurred by Landlord in  contesting  any taxes or the  assessed
     valuation  of  all  or  any  part  of  the  Project.   Any  (A)  franchise,
     corporation,  income or net profits tax, unless substituted for real estate
     taxes or imposed as additional  charges in connection with the ownership of
     the Project, which may be assessed against Landlord or the Project or both,
     (B) transfer  taxes assessed  against  Landlord or the Project or both, (C)
     penalties  or interest on any late  payments of Landlord  and, (D) personal
     property  taxes of Tenant or other tenants in the Project shall be excluded
     from  Taxes;  Legal and  accounting  costs  incurred by Landlord or paid by
     Landlord to third parties (exclusive of legal fees with respect to disputes
     with individual tenants,  negotiations of tenant leases, or with respect to
     the ownership  rather than the operation of the Project),  consulting fees,
     all other professional fees and  disbursements,  and association dues; Cost
     of  non-capitalized   repairs  and  general  maintenance  for  the  Project
     (excluding repairs and general maintenance paid by proceeds of insurance or
     by  Tenant,   other  tenants  of  the  Project  or  other  third  parties);
     Amortization  of the cost of improvements or equipment which are capital in
     nature and which (i) are for the  purpose of reducing  Operating  Costs for
     the  Project,  up to the  amount  saved  as a  result  of the  installation
     thereof, as reasonably  estimated by Landlord,  or (ii) are required by any
     governmental  authority,  or (iii) replace any Building equipment needed to
     operate the Project at the same quality levels as prior to the replacement.
     All  such  costs,  including  interest  thereon,  shall be  amortized  on a
     straight-line  basis over the useful life of the capital  investment items,
     as reasonably  determined by Landlord;  Project  management  office rent or
     rental value; and Management fee and all items  reimbursable to the Project
     manager, if any, pursuant to any management contract for the Project.


<PAGE>


         B.  "Operating  Costs"  shall not  include (a)  specific  costs for any
capital  repairs,  replacements or  improvements,  except as provided above; (b)
expenses for which Landlord is reimbursed or indemnified  (either by an insurer,
condemnor,  tenant,  warrantor or otherwise) to the extent of funds  received by
Landlord; (c) expenses incurred in leasing or procuring tenants (including lease
commissions, advertising expenses and expenses of renovating space for tenants);
(d) payments for rented equipment,  the cost of which would constitute a capital
expenditure  not  permitted  pursuant to the  foregoing  if the  equipment  were
purchased; (e) interest or amortization payments on any mortgages; (f) net basic
rents under ground leases; (g) costs representing an amount paid to an affiliate
of Landlord  which is in excess of the amount  which would have been paid in the
absence of such relationship; (h) costs specially billed to and paid by specific
tenants;  or (i) depreciation  costs.  There shall be no duplication of costs or
reimbursements.

If the Building is not 95% occupied  (meaning  ninety-five  percent (95%) of the
Net Rentable  Area of the Building)  during any full or  fractional  year of the
Term,  the actual  Operating  Costs shall be adjusted for such year to an amount
which  Landlord  estimates  would have been  incurred in  Landlord's  reasonable
judgment had the Building been 95% occupied.

If during the Term any change  occurs in either the number of square feet of the
Net Rentable  Area of the Premises or of the Net Rentable  Area of the Building,
Tenant's Share of Operating Costs shall be adjusted, effective as of the date of
any such change.  On and after the date of any such change,  Tenant's  Operating
Costs Payment  pursuant to Section  5.01A shall be adjusted  effective as of the
date of such change.

                                    PARKING

Landlord  hereby  grants to Tenant a license to use in common with other tenants
and with the public, parking spaces in the Parking Facilities.  Each such Tenant
shall be entitled to the number of parking  spaces in the Parking  Facilities as
set forth in Section 1.01. The number of Parking  Permits to be issued to Tenant
and the  initial  monthly  Permit  Fee for each  Parking  Permit is set forth in
Section  1.01P.  Landlord  shall not be  obligated  to provide  Tenant  with any
additional Parking Permits. If Tenant fails to observe the Rules and Regulations
with respect to the Parking Facilities, then Landlord, at its option, shall have
the right to terminate Tenant's Parking Permits,  without legal process,  and to
remove  Tenant,  Tenant's  vehicles  and those of its  employees,  licensees  or
invitees and all of Tenant's personal property from the Parking Facilities.

                              SERVICES OF LANDLORD

         A. During the Term, Landlord shall furnish  Tenant  with the  following
services:  (a) hot and cold water in  Building  Standard  bathrooms  and chilled
water in Building Standard drinking  fountains;  (b) electrical power sufficient
for  lighting  the  Premises  and  for the  operation  therein  of  typewriters,
voicewriters,  calculating  machines,  word processing  equipment,  photographic
reproduction equipment,  copying machines, personal computers, and similar items
of business equipment which consume, in the aggregate,  less than four (4) watts
per square foot of Net  Rentable  Area of the  Premises and require a voltage of
120 volts single phase or less, (c) heating, ventilating or air-conditioning, as
appropriate,  during Business Hours; (d) electric  lighting for the Common Areas
of the Project;  (e)  passenger  elevator  service,  in common with others,  for
access to and from the Premises  twenty-four  (24) hours per day,  seven (7) day
per week;  provided,  however,  that Landlord  shall have the right to limit the
number of (but not cease to operate  all)  elevators  to be operated for repairs
and after Business Hours and on Saturdays,  Sundays and Holidays; (f) janitorial
cleaning services; (g) facilities for Tenant's loading, unloading,  delivery and
pick-up activities,  including access thereto during Business Hours,  subject to
the Rules and Regulations;  and (h) replacement,  as necessary,  of all Building
Standard  lamps and  ballasts in Building  Standard  light  fixtures  within the
Premises.  All services  referred to in this Section  7.01A shall be provided by
Landlord and paid for by Tenant as part of Rent.

         B. If Tenant  requires  air-conditioning,  heating  or other  services,
including cleaning services, for hours or days in addition to the hours and days
specified in Section 7.01A, Landlord shall provide such additional service after
reasonable  prior  written  request  therefor  from  Tenant,  and  Tenant  shall
reimburse Landlord for the cost of such additional service.  Landlord shall have
no obligation to provide any additional  service to Tenant at any time Tenant is
in default under this Lease unless Tenant pays to Landlord, in advance, the cost
of such additional service.

         C. Tenant shall not install any machinery or equipment, which generates
abnormal heat or otherwise  creates unusual demands on the  air-conditioning  or
heating  system  serving the Premises.  Tenant shall not install any  electrical
equipment requiring special wiring unless approved in advance by Landlord. At no
time shall use of  electricity  in the Premises  exceed the capacity of existing
feeders and risers to or wiring in the Premises.

         D. If Tenant's  requirements  for or consumption of electricity  exceed
the capacities specified in Section 7.01A(b) hereof, Landlord shall, at Tenant's
sole cost and expense, bill Tenant periodically for such additional service. The
degree  of  such  additional  consumption  by  Tenant  shall  be  determined  at
Landlord's  election,  by  either or both (a) a survey of  standard  or  average
tenant usage of electricity in the Building performed by a reputable  consultant
selected by  Landlord  and paid for by Tenant,  and (b) a separate  meter in the


<PAGE>


Premises to be installed, maintained, and read by Landlord, all at Tenant's sole
cost and expense.

Landlord's  obligation to furnish electrical and other utility services shall be
subject to the rules and  regulations  of the  supplier of such  electricity  of
other utility  services and the rules and  regulations of any municipal or other
governmental  authority  regulating  the business of providing  electricity  and
other utility services.

No failure to furnish,  or any  stoppage  of, the  services  referred to in this
Article 7 resulting from any cause shall make Landlord liable in any respect for
damages to any person,  property or business,  or be construed as an eviction of
Tenant,  or entitle  Tenant to any abatement of Rent or other relief from any of
Tenant's  obligations under this Lease. Should any malfunction of any systems or
facilities occur within the Project or should maintenance or alterations of such
systems or facilities become necessary,  Landlord shall repair the same promptly
and with  reasonable  diligence,  and  Tenant  shall  have no claim for  rebate,
abatement of Rent, or damages because of malfunctions or any such  interruptions
in service.

                           ASSIGNMENT AND SUBLETTING

Neither Tenant nor its legal representatives or successors in interest shall, by
operation of law or otherwise,  assign, mortgage,  pledge, encumber or otherwise
transfer  this Lease or any part  hereof,  or the  interest of Tenant under this
Lease,  or in any  sublease  or the rent  thereunder.  The  Premises or any part
thereof  shall not be sublet,  occupied or used for any purpose by anyone  other
than  Tenant,  without  Tenant's  obtaining in each  instance the prior  written
consent of Landlord in the manner hereinafter provided. Tenant shall not modify,
extend,  or  amend  a  sublease  previously  consented  to by  Landlord  without
obtaining Landlord's prior written consent thereto.

An  assignment of this Lease shall be deemed to have occurred (a) if in a single
transaction or in a series of transactions  more than 50% in interest in Tenant,
any  guarantor of this Lease,  or any  subtenant  (whether  stock,  partnership,
interest or otherwise) is transferred,  diluted,  reduced, or otherwise affected
with the result that the present holder or owners of Tenant, such guarantor,  or
such subtenant  have less than a 50% interest in Tenant,  such guarantor or such
subtenant,  or (b) if  Tenant's  obligations  under this Lease are taken over or
assumed in consideration of Tenant leasing space in another office building. The
transfer of the outstanding capital stock of any corporate Tenant,  guarantor or
subtenant  through  the  "over-the-counter"  market or any  recognized  national
securities  exchange  (other  than by  persons  owning 5% or more of the  voting
calculation  of such 50% interest of clause 8.02(a) above) shall not be included
in the calculation of such 50% interest in clause(a) above.

Notwithstanding  anything to the contrary in Section 8.01, Tenant shall have the
right,  upon ten (10) days' prior written notice to Landlord,  to (a) sublet all
or part of the  Premises  to any  related  corporation  or  other  entity  which
controls Tenant, is controlled by Tenant or is under common control with Tenant;
or (b) assign  this Lease to a  successor  corporation  into which or with which
Tenant is merged or consolidated or which acquired substantially all of Tenant's
assets  and  property;  provided  that (i) such  successor  corporation  assumes
substantially  all of the  obligations  and liabilities of Tenant and shall have
assets,   capitalization   and  net  worth  at  least   equal  to  the   assets,
capitalization  and  net  worth  of  Tenant  as of the  date of  this  Lease  as
determined by generally accepted  accounting  principles,  and (ii) Tenant shall
provide in its notice to Landlord the information  required in Section 8.04. For
the purpose  hereof  "control"  shall mean ownership of not less than 50% of all
the voting stock or legal and equitable interest in such corporation or entity.

If Tenant should desire to assign this Lease or sublet the Premises (or any part
thereof),  Tenant shall give Landlord  written  notice no later than thirty (30)
days in advance of the proposed effective date of any other proposed  assignment
or  sublease,  specifying  (a) the name,  current  address,  and business of the
proposed assignee or sublessee,  (b) the amount and location of the space within
the Premises  proposed to be so subleased,  (c) the proposed  effective date and
duration of the assignment or subletting, (d) the proposed rent or consideration
to be paid to Tenant by such assignee or sublessee, and (e) financial statements
and other  information  as  Landlord  may  reasonably  request to  evaluate  the
proposed  assignment or sublease.  For assignments  and  sublettings  other than
those permitted by Section 8.03,  Landlord shall have thirty (30) days following
receipt of such notice and other information  requested by Landlord within which
to notify Tenant in writing that Landlord elects: (i) to terminate this Lease as
to the space so affected as of the proposed effective date set forth in Tenant's
notice,  in which event  Tenant  shall be  relieved  of all further  obligations
hereunder as to such space,  except for obligations under Articles 17 and 22 and
all other  provisions  of this Lease which  expressly  survive  the  termination
hereof;  or (ii) to permit  Tenant to assign  or sublet  such  space;  provided,
however,  that,  if the rent rate agreed upon  between  Tenant and its  proposed
subtenant is greater than the rent rate that Tenant must pay Landlord  hereunder
for that portion of the Premises,  or if any consideration  shall be promised to
or received by Tenant in connection  with such  proposed  assignment or sublease
(in addition to rent),  then fifty  percent  (50%) of such excess rent and other
consideration  shall be  considered  Additional  Rent owed by Tenant to Landlord
(less brokerage commissions,  attorneys' fees and other disbursements reasonably
incurred by Tenant for such assignment and subletting);  or (iii) to refuse,  in
Landlord's sole discretion,  to consent to Tenant's  assignment or subleasing of
such space and to continue this Lease in full force and effect. Tenant agrees to

<PAGE>


reimburse  Landlord for legal fees and any other  reasonable  costs  incurred by
Landlord in connection with any permitted assignment or subletting. Tenant shall
deliver to Landlord  copies of all  documents  executed in  connection  with any
permitted  assignment  or  subletting,  which  documents  shall  be in form  and
substance  reasonably  satisfactory  to  Landlord  and which  shall  require any
assignee to assume  performance  of all terms of this Lease to be  performed  by
Tenant  or any  subtenant  to  comply  with all the  terms  of this  Lease to be
performed by Tenant.  No  acceptance by Landlord of any Rent or any other sum of
money from any  assignee,  sublessee or other  category of  transferee  shall be
deemed  to  constitute  Landlord's  consent  to  any  assignment,  sublease,  or
transfer.

Any  attempted  assignment  or sublease by Tenant in  violation of the terms and
provisions  of this  Article 8 shall be void and  shall  constitute  a  material
breach of this Lease. In no event, shall any assignment, subletting or transfer,
whether or not with Landlord's consent,  relieve Tenant of its primary liability
under this Lease for the entire  Term,  and Tenant  shall in no way be  released
from the full and  complete  performance  of all the terms  hereof.  If Landlord
takes  possession  of the  Premises  before the  expiration  of the Term of this
Lease, Landlord shall have the right, at its option, to terminate all subleases,
or to take over any  sublease of the  Premises  or any portion  thereof and such
subtenant  shall attorn to Landlord,  as its  landlord,  under all the terms and
obligations  of such sublease  occurring from and after such date, but excluding
previous  acts,  omissions,  negligence  or defaults of Tenant and any repair or
obligation in excess of available net insurance proceeds or condemnation award.

The term  "Landlord," as used in this Lease,  so far as covenants or obligations
on the part of Landlord are concerned, shall be limited to mean and include only
the owner or owners, at the time in question, of the fee title to, or a lessee's
interest  in a ground  lease of, the Land or the  Building.  In the event of any
transfer,  assignment  or other  conveyance  or  transfers  of any such title or
interest,  Landlord herein named, and in case of any subsequent  transfers,  the
then grantor shall be  automatically  freed and relieved from and after the date
of such  transfer,  assignment  or  conveyance  of all liability as respects the
performance of any covenants or obligations on the part of Landlord contained in
this Lease  thereafter  to be performed  and,  without  further  agreement,  the
transferee of such title or interest  shall be deemed to have assumed and agreed
to observe and perform any and all obligations of Landlord hereunder, during its
ownership  of the  Project.  Landlord  may  transfer its interest in the Project
without the consent of Tenant and such transfer or subsequent transfer shall not
be deemed a violation on Landlord's part of any of the terms of this Lease.

                                    REPAIRS

Except for ordinary  wear and tear and except as  otherwise  provided in Section
9.02,   Landlord  shall  perform  all  maintenance  and  make  all  repairs  and
replacements  to the Premises  (including  the Leasehold  Improvements).  Tenant
shall pay to Landlord the actual cost  (including a fee equal to fifteen percent
(15%) of actual  costs to cover a fee for  Landlord's  agent or manager) for (a)
all  maintenance,  repairs and replacements  within the Premises  (including the
Leasehold Improvements), other than maintenance, repairs and replacements to any
Building system or component within the Building core serving the tenants in the
Building ("Central Systems") located within the Premises; or (b) all repairs and
replacements  necessitated  by damage to the  Project  (including  the  Building
structure  and  the  Central  Systems)  caused  by  the  negligence  or  willful
misconduct of Tenant or its agents, contractors, invitees and licensees. Amounts
payable by Tenant pursuant to this Section 9.01 shall be payable on demand after
receipt of an invoice therefor from Landlord. Landlord has no obligation and has
made no promise to maintain, alter, remodel, improve, repair, decorate, or paint
the  Premises  or any part  thereof,  except as  specifically  set forth in this
Lease.  In no event shall  Landlord have any  obligation to maintain,  repair or
replace any furniture, furnishings, fixtures or personal property of Tenant.

Tenant shall keep the Premises  (including the Leasehold  Improvements)  in good
order and in a safe, neat and clean condition. No representations respecting the
condition of the  Premises or the Building or the other  portions of the Project
have been made by Landlord to Tenant  except as  specifically  set forth in this
Lease.  Except as  provided in Section  10.01 or  specifically  consented  to by
Landlord,  Tenant shall not perform any  maintenance  or repair work or make any
replacement in or to the Premises  (including the Leasehold  Improvements),  and
any branch of a Central  System  serving the  Premises  ("Branch  System"),  but
rather shall promptly notify Landlord of the need for such  maintenance,  repair
or  replacement  so that  Landlord may proceed to perform the same. In the event
Landlord  specifically  consents to the  performance  of any  maintenance or the
making of any  repairs or  replacements  by Tenant and Tenant  fails to promptly
commence and diligently pursue the performance of such maintenance or the making
of such repairs or replacements,  then Landlord, at its option, may perform such
maintenance or make such repairs and Tenant shall reimburse Landlord,  on demand
after Tenant receives an invoice therefor, the cost thereof plus fifteen percent
(15%) of the actual costs to cover a fee for Landlord's agent or manager.

All repairs made by Tenant pursuant to Section 9.02 shall be performed in a good
and  workmanlike  manner by  contractors or other repair  personnel  selected by
Tenant and approved by Landlord;  provided, however, that neither Tenant nor its
contractors or repair  personnel shall be permitted to do any work affecting the
Central Systems of the Building.

Subject to the other  provisions of this Lease  imposing  obligations  regarding
repair upon Tenant,  Landlord shall repair all machinery and equipment necessary

<PAGE>


to provide the services of Landlord described in Article 7 and for repair of all
portions of the Project which do not comprise a part of the Premises and are not
leased to others.

                                  ALTERATIONS

Tenant  shall  not at any time  during  the Term  make  any  alterations  to the
Premises  without first  obtaining  Landlord's  written consent  thereto,  which
consent Landlord shall not unreasonably  withhold or delay but which consent may
be conditioned  upon Tenant's  agreement to remove the alterations at the end of
the Term.  Should Tenant desire to make any alterations to the Premises,  Tenant
shall  submit all plans and  specifications  for such  proposed  alterations  to
Landlord for Landlord's  review and approval  before Tenant allows any such work
to commence.  Tenant shall select and use only contractors approved by Landlord.
Upon  Tenant's  receipt of written  approval  from  Landlord  and upon  Tenant's
payment of any third party review costs reasonably incurred by Landlord,  Tenant
shall  have  the  right  to  proceed  with  the  construction  of  all  approved
alterations,  in strict  compliance with the approved plans and  specifications.
All  alterations  shall be made at  Tenant's  sole cost and  expense,  either by
Tenant's  contractors or, at Tenant's option, by Landlord's  contractor on terms
reasonably  satisfactory to Tenant,  including a fee of fifteen percent (15%) of
the actual costs of such work to cover a fee for Landlord's  agent or manager in
supervising and coordinating such work. In no event, however, shall anyone other
than Landlord or Landlord's employees or representatives perform work to be done
which affects the Central Systems of the Building.

All construction, alterations and repair work done by or for Tenant shall (a) be
performed in such a manner as to maintain  harmonious labor  relations;  (b) not
adversely affect the safety of the Project,  the Building or the Premises or the
systems thereof and not affect the Central  systems of the Building;  (c) comply
with all  building,  safety,  fire,  plumbing,  electrical,  and other codes and
governmental and insurance  requirements;  (d) not result in any usage in excess
of  Building  Standard of water,  electricity,  gas,  or other  utilities  or of
heating, ventilating or air-conditioning (either during or after such work); (e)
be completed  promptly and in a good and  workmanlike  manner and in  compliance
with,  and subject to, all of the  provisions of the Lease;  and (f) not disturb
Landlord or other tenants in the Building.  After  completion of any alterations
to the Premises,  Tenant will deliver to Landlord a copy of "as built" plans and
specifications depicting and describing such alterations.

All leasehold improvements,  alterations and other physical additions made to or
installed  by or for  Tenant  in the  Premises  shall be and  remain  Landlord's
property  (except for Tenant's  furniture,  personal  property and movable trade
fixtures).  Tenant  agrees  to  remove,  at its sole  cost and  expense,  all of
Tenant's  furniture,  personal  property  and movable  trade  fixtures  from the
Premises, on or before the Expiration Date or any earlier date of termination of
this Lease.  Tenant shall repair, or promptly reimburse Landlord for the cost of
repairing,  all damage done to the Premises or the Building by such removal.  If
Tenant fails to remove any of Tenant's  furniture,  personal property or movable
trade fixtures by the  Expiration  Date or any sooner date of termination of the
Lease or, if Tenant fails to remove any leasehold improvements,  alterations and
other physical  additions made by Tenant to the Premises which Landlord  advised
Tenant at the time of  installation  were to be  removed at the end of the Term,
Landlord shall have the right, on the fifth (5th) day after Landlord's  delivery
of written  notice to Tenant,  to deem such property  abandoned by Tenant and to
remove, store, sell, discard or otherwise deal with or dispose of such abandoned
property in a  commercially  reasonable  manner.  Tenant shall be liable for all
costs of such  disposition of Tenant's  abandoned  property,  and Landlord shall
have no liability to Tenant in any respect  regarding  such  property of Tenant.
The provisions of this Section 10.03 shall survive the expiration or any earlier
termination of this Lease.

Prior  to  the  Commencement  Date  or  as  soon  thereafter  is  as  reasonably
practicable,  Landlord shall replace all damaged  ceiling tiles in the Premises,
install building  standard carpet to and paint the portion of the Premises known
as Suite  1040,  and cut a cased  opening  between  Suites  1040 and 1050 of the
Premises.

                                     LIENS

Tenant  shall keep the Project,  the  Building  and the Premises and  Landlord's
interest  therein  from any liens  arising  from any work  performed,  materials
furnished,  or obligations incurred by, or on behalf of Tenant. Notice is hereby
given that  neither  Landlord nor any  mortgagee or lessor of Landlord  shall be
liable for any labor or materials  furnished to Tenant. If any lien is filed for
such work or  materials,  such lien shall  encumber  only  Tenant's  interest in
leasehold  improvements  on the  Premises.  Within thirty (30) days after Tenant
learns of the filing of any such lien,  Tenant shall either discharge and cancel
such  lien of record  or post a bond  sufficient  under the laws of the State of
Texas to cover  the  amount  of the lien  claim  plus any  penalties,  interest,
attorneys'  fees,  court costs, and other legal expenses in connection with such
lien.  If Tenant  fails to so  discharge  or bond such lien  within  thirty (30)
calendar days after written demand from Landlord, Landlord shall have the right,
at Landlord's  option,  to pay the full amount of such lien without inquiry into
the validity  thereof,  and Landlord shall be promptly  reimbursed by Tenant, as
Additional  Rent,  for all  amounts  so paid by  Landlord,  including  expenses,
interest, and attorneys' fees.

                          USE AND COMPLIANCE WITH LAWS

<PAGE>



The Premises shall be used only for executive and administrative offices for the
conduct  of  Tenant's  business  limited to the uses  specifically  set forth in
Section  1.01Q  and for no  other  purposes  whatsoever.  Tenant  shall  use and
maintain the Premises in a clean,  careful,  safe,  lawful and proper manner and
shall not allow within the  Premises,  any  offensive  noise,  odor,  conduct or
private or public nuisance or permit Tenant's  employees,  agents,  licensees or
invitees to create a public or private  nuisance or act in a  disorderly  manner
within the Building or in the Project.  Landlord represents that any certificate
of occupancy  issued with respect to the Premises  shall allow use for executive
and administrative offices.

Tenant  shall,  at Tenant's  sole  expense,  (a) comply  with all laws,  orders,
ordinances, and regulations of federal, state, county, and municipal authorities
having jurisdiction over the Premises,  (b) comply with any directive,  order or
citation made pursuant to law by any public officer  requiring  abatement of any
nuisance or which imposes upon Landlord or Tenant any duty or obligation arising
from  Tenant's  occupancy or use of the Premises or from  conditions  which have
been created by or at the request or insistence of Tenant, or required by reason
of a breach of any of  Tenant's  obligations  hereunder  or by or through  other
fault of Tenant,  (c) comply with all insurance  requirements  applicable to the
Premises and (d) indemnify and hold Landlord harmless from any loss, cost, claim
or expense  which  Landlord  incurs or suffers by reason of Tenant's  failure to
comply with its  obligations  under  clauses  (a),  (b) or (c) above.  If Tenant
receives notice of any such directive, order citation or of any violation of any
law, order,  ordinance,  regulation or any insurance  requirement,  Tenant shall
promptly  notify  Landlord  in writing of such  alleged  violation  and  furnish
Landlord with a copy of such notice.

                              DEFAULT AND REMEDIES

The  occurrence of any one or more of the following  events shall  constitute an
Event of Default  (herein so called) of Tenant  under this Lease:  (a) if Tenant
fails to pay any Rent  hereunder  as and when  such  Rent  becomes  due and such
failure shall  continue for more than five (5) days after  Landlord gives Tenant
written  notice of past due Rent;  (b) if Tenant  fails to pay Rent on time more
than twice in any  period of twelve  (12)  months;  (c) if the  Premises  become
vacant,  deserted,  or abandoned for more than thirty (30) consecutive days; (d)
if Tenant  dissolves  its  business;  (e) if any petition is filed by or against
Tenant or any  guarantor  of this Lease under any  present or future  section or
chapter  of the  Bankruptcy  Code,  or under any  similar  law or statute of the
United  States  or any  state  thereof  (which,  in the  case of an  involuntary
proceeding, is not permanently discharged, dismissed, stayed, or vacated, as the
case may be, within sixty (60) days of commencement), or if any order for relief
shall be  entered  against  Tenant or any  guarantor  of this  Lease in any such
proceedings;  (f) if Tenant or any guarantor of this Lease becomes  insolvent or
makes a transfer in fraud of creditors or makes an assignment for the benefit of
creditors;  (g) if a  receiver,  custodian,  or  trustee  is  appointed  for the
Premises  or for all or  substantially  all of the  assets  of  Tenant or of any
guarantor of this Lease, which appointment is not vacated within sixty (60) days
following  the date of such  appointment;  (h) if  Tenant  fails to  perform  or
observe any other terms of this Lease and such failure  shall  continue for more
than thirty (30) days after Landlord gives Tenant notice of such failure, or, if
such failure cannot be corrected  within such thirty (30) day period,  if Tenant
does not commence to correct such default within said thirty (30) day period and
thereafter  diligently  prosecute the correction of same to completion  within a
reasonable  time;  (i) if Tenant  fails to perform or observe  any terms of that
certain lease termination  agreement dated July __, 2000 by and between Prentiss
Properties  Acquisition Partners,  L.P. and Tenant pertaining to the termination
of that certain lease  agreement dated August 31, 1998 for space in the building
located at Millennium Drive and Century Parkway,  Allen, Texas; or (j) if Tenant
fails to perform or observe any terms of that certain  promissory  note dated as
of August 30, 1999 in the original principal amount of $138,229.00,  executed by
Tenant and payable to Prentiss Properties Acquisition Partners, L.P.

Upon the occurrence of any Event of Default,  Landlord shall have the right,  at
Landlord's  option,  to  elect  to do any one or more of the  following  without
further notice or demand to Tenant:

     terminate this Lease, in which event Tenant shall immediately surrender the
     Premises to Landlord, and, if Tenant fails to so surrender,  Landlord shall
     have the right to enter upon and take  possession  of the  Premises  and to
     expel or remove Tenant and its effects without being liable for prosecution
     or any claim for damages therefor;  and Tenant shall, and hereby agrees to,
     indemnify Landlord for all loss and damage which Landlord suffers by reason
     of such  termination,  including damages in an amount equal to the total of
     (1) the costs of recovering the Premises and all other expenses incurred by
     Landlord in connection with Tenant's default; (2) the unpaid Rent earned as
     of the date of  termination,  plus interest at the Interest  Rate;  (3) the
     total Rent which  Landlord  would  have  received  under this Lease for the
     remainder of the Term,  but  discounted to the then present value at a rate
     of eight percent (8%) per annum, minus the fair market rental value for the
     balance of the Term, determined as of the time of such default,  discounted
     to the then present  value at a rate of eight  percent (8%) per annum;  and
     (4) all other sums of money and  damages  owing by Tenant to  Landlord;  or
     enter upon and take  possession of the Premises  without  terminating  this
     Lease and  without  being  liable to  prosecution  or any claim for damages
     therefor,  and, if  Landlord  elects,  relet the  Premises on such terms as
     Landlord  deems  advisable,  in which event Tenant shall pay to Landlord on


<PAGE>


     demand the cost of  repossession,  renovating,  repairing  and altering the
     Premises  for a new tenant or tenants and any  deficiency  between the Rent
     payable  hereunder  and the  rent  paid  under  such  reletting;  provided,
     however,  that Tenant shall not be entitled to any excess payments received
     by Landlord from such reletting.  Landlord's  failure to relet the Premises
     shall not release or affect Tenant's liability for Rent or for damages;  or
     enter the Premises without  terminating this Lease and without being liable
     for prosecution or any claim for damages therefor and maintain the Premises
     and repair or replace any damage thereto or do anything for which Tenant is
     responsible  hereunder.  Tenant shall reimburse  Landlord  immediately upon
     demand for any expenses  which Landlord  incurs in thus effecting  Tenant's
     compliance under this Lease, and Landlord shall not be liable to Tenant for
     any damages with respect thereto.

No  agreement  to accept a surrender  of the  Premises and no act or omission by
Landlord or Landlord's  agents during the Term shall constitute an acceptance or
surrender  of the  Premises  unless made in writing and signed by  Landlord.  No
re-entry or taking  possession of the Premises by Landlord  shall  constitute an
election by Landlord to  terminate  this Lease  unless a written  notice of such
intention  is given to Tenant.  No provision of this Lease shall be construed as
an obligation upon Landlord to mitigate Landlord's damages under the Lease.

No  provision  of this  Lease  shall be deemed to have been  waived by  Landlord
unless such waiver is in writing and signed by Landlord.  Landlord's  acceptance
of Rent  following  an Event of Default  hereunder  shall not be  construed as a
waiver of such Event of Default. No custom or practice which may grow up between
the parties in  connection  with the terms of this Lease shall be  construed  to
waive or lessen Landlord's right to insist upon strict  performance of the terms
of this Lease, without a written notice thereof to Tenant from Landlord.

The rights  granted to Landlord in this Article 13 shall be  cumulative of every
other right or remedy  provided in this Lease or which  Landlord  may  otherwise
have at law or in equity or by statute,  and the  exercise of one or more rights
or remedies shall not prejudice or impair the concurrent or subsequent  exercise
of other  rights or remedies or  constitute  a  forfeiture  or waiver of Rent or
damages accruing to Landlord by reason of any Event of Default under this Lease.

                                   INSURANCE

A. Tenant,  at its sole expense,  shall obtain and keep in force during the Term
the following insurance:  (a) "All Risk" insurance insuring all property located
in  the  Premises,  including  furniture,  equipment,  fittings,  installations,
fixtures,  supplies and any other personal property ("Tenant's Property"), in an
amount equal to the full  replacement  value; (b)  Comprehensive  general public
liability  insurance  including  personal  injury,  bodily  injury,  broad  form
property damage,  operations hazard,  owner's protective  coverage,  contractual
liability,  with a cross liability clause and a severability of interests clause
to cover  Tenant's  indemnities  set forth  herein,  and products and  completed
operations  liability,  in limits  not less  than  $1,000,000.00  inclusive  per
occurrence; (c) Worker's Compensation and Employer's Liability insurance, with a
waiver of subrogation endorsement,  in form and amount as required by applicable
law; and (d) In the event  Tenant  performs  any repairs or  alterations  in the
Premises,  Builder's Risk insurance on an "All Risk" basis (including  collapse)
on a completed value  (non-reporting)  form for full replacement  value covering
all work  incorporated  in the Building and all  materials  and  equipment in or
about the Premises; and (e) Improvements and betterments.

         B.  Tenant  shall have the right to include the  insurance  required by
Section 14.01A under Tenant's policies of "blanket insurance".  All certificates
of  insurance  evidencing  such  coverage  shall  name  Tenant as named  insured
thereunder and shall name Landlord and all mortgagees and lessors of Landlord of
which Tenant has been notified,  additional  insureds,  all as their  respective
interest  may  appear.  All  such  certificates  shall  be  issued  by  insurers
acceptable  to Landlord  and in form  satisfactory  to  Landlord.  Tenant  shall
deliver to Landlord  certificates by the Commencement  Date and, with respect to
renewals of such policies,  not later than fifteen (15) days prior to the end of
the expiring  term of coverage.  All policies of insurance  shall be primary and
non-contributing.  All such policies and certificates shall contain an agreement
by the insurers to notify  Landlord  and any  mortgagee or lessor of Landlord in
writing, by Registered U.S. mail, return receipt requested, not less than thirty
(30) days before any  material  change,  reduction  in  coverage,  cancellation,
including cancellation for nonpayment of premium.

Landlord   shall  insure  the  Building   against   damage  with   casualty  and
comprehensive  general public liability insurance,  all in such amounts and with
such deductible as Landlord  reasonably deems appropriate.  Notwithstanding  any
contribution  by  Tenant  to  the  cost  of  insurance  premiums,   as  provided
hereinabove,  Landlord  shall not be required to carry  insurance of any kind on
Tenant's  Property,  and Tenant hereby agrees that Tenant shall have no right to
receive any proceeds from any insurance policies carried by Landlord.

Tenant shall not knowingly conduct or permit to be conducted in the Premises any
activity, or place any equipment in or about the Premises or the Building, which
will  invalidate  the insurance  coverage in effect or increase the rate of fire
insurance or other  insurance on the Premises or the Building,  and Tenant shall
comply  with  all  requirements  and  regulations  of  Landlord's  casualty  and
liability  insurer.  In no event shall Tenant  introduce or permit to be kept on
the Premises or brought into the Building any dangerous, noxious, radioactive or
explosive substance.



<PAGE>



Landlord  and Tenant each  hereby  waive any right of  subrogation  and right of
recovery or cause of action for injury or loss to the extent that such injury or
loss is  covered by fire,  extended  coverage,  "All  Risk" or similar  policies
covering real property or personal property (or which would have been covered if
Tenant or Landlord,  as the case may be, was carrying the insurance  required by
this Lease).  Said waivers  shall be in addition  to, and not in  limitation  or
derogation or, any other waiver or release contained in this Lease.

                         DAMAGE BY FIRE OR OTHER CAUSE

If the  Building or any portion  thereof is damaged or destroyed by any casualty
to the extent that, in Landlord's reasonable judgment, (a) repair of such damage
or  destruction  would  not be  economically  feasible,  or (b)  the  damage  or
destruction to the Building  cannot be repaired within three hundred sixty (360)
days  after the date of such  damage or  destruction,  or if the  proceeds  from
Landlord's  insurance  remaining after any required  payment to any mortgagee or
lessor of  Landlord  are  insufficient  to repair  such  damage or  destruction,
Landlord shall have the right, at Landlord's  option, to terminate this Lease by
giving Tenant notice of such termination,  within sixty (60) days after the date
of such damage or destruction.

If the Premises or any portion  thereof is damaged or destroyed by any casualty,
and if, in Landlord's reasonable opinion, the Premises cannot be rebuilt or made
fit for Tenant's purposes within one hundred eighty days (180) after the date of
such  damage  or  destruction,  or if the  proceeds  from  Landlord's  insurance
remaining after any required  payment to any mortgagee or lessor of Landlord are
insufficient  to repair such  damage or  destruction,  then  either  Landlord or
Tenant shall have the right,  at the option of either party,  to terminate  this
Lease by giving  the other  written  notice,  within  sixty (60) days after such
damage or destruction.

In the event of partial  destruction  or damage to the  Building or the Premises
which is not subject to Section  15.01 or 15.02,  but which renders the Premises
partially but not wholly  untenantable,  this Lease shall not terminate and Rent
shall be abated in proportion to the area of the Premises  which,  in Landlord's
reasonable  opinion,  cannot be used or  occupied  by Tenant as a result of such
casualty.  Landlord shall in such event, within a reasonable time after the date
of such  destruction or damage,  subject to force majeure (as defined in Section
25.06) or to delays caused by the Tenant and to the extent and  availability  of
insurance  proceeds,  restore  the  Premises  to as near the same  condition  as
existed  prior to such  partial  damage or  destruction.  In no event shall Rent
abate or shall any termination occur if damage to or destruction of the Premises
is the result of the  negligence or willful  misconduct  of Tenant,  or Tenant's
agents, employees, representatives,  contractors, successors, assigns, licensees
or invitees.

If the Building or the  Premises or any portion  thereof is destroyed by fire or
other causes at any time during the last year of the Term,  then either Landlord
or Tenant shall have the right, at the option of either party, to terminate this
Lease by giving  written  notice to the other  within  sixty (60) days after the
date of such destruction.

Landlord shall have no liability to Tenant for inconvenience,  loss of business,
or  annoyance  arising  from any repair of any  portion of the  Premises  or the
Building. If Landlord is required by this Lease or by any mortgagee or lessor of
Landlord to repair,  or if Landlord  undertakes  to repair,  Landlord  shall use
reasonable efforts to have such repairs made promptly and in a manner which will
not unnecessarily interfere with Tenant's occupancy.

In the event of termination of this Lease pursuant to Sections 15.01,  15.02, or
15.04,  then  all  Rent  shall  be  apportioned  and  paid to the  date on which
possession is  relinquished  or the date of such damage,  whichever last occurs,
and Tenant shall  immediately  vacate the  Premises  according to such notice of
termination;  provided,  however,  that those provisions of this Lease which are
designated  to cover  matters of  termination  and the period  thereafter  shall
survive the termination hereof.

                                  CONDEMNATION

In the event any portion of the Building,  the Premises or the Project are taken
or  condemned  by eminent  domain or by any  conveyance  in lieu  thereof  (such
taking, condemnation or conveyance in lieu thereof being hereinafter referred to
as  "condemnation"),  which  taking,  in Landlord's  judgment,  is such that the
Building or the Premises cannot be restored in an  economically  feasible manner
for use  substantially  as originally  designed,  then  Landlord  shall have the
right, at Landlord's  option, to terminate this Lease,  effective as of the date
specified by Landlord in a written notice of termination from Landlord to Tenant
and Rent shall be apportioned as of the date of such termination.

In  the  event  any  portion  of  the  Parking  Facilities  shall  be  taken  by
condemnation,  which  taking in  Landlord's  judgment  is such that the  Parking
Facilities  cannot  be  restored  in an  economically  feasible  manner  for use
substantially  as  originally  designed,  including  in such  consideration  the
possible use of additional  parking  facilities in the vicinity of the Building,
then Landlord  shall have the right,  at Landlord's  option,  to terminate  this
Lease,  effective as of the date  specified  by Landlord in a written  notice of
termination from Landlord to Tenant.



<PAGE>



In the event that a portion of the Premises shall be taken by condemnation,  and
this Lease is not terminated pursuant to Section 16.01, then this Lease shall be
terminated as of the date of such condemnation as to the portion of the Premises
so  taken,  and this  Lease  shall  remain in full  force  and  effect as to the
remainder of the Premises.

All  compensation  awarded  or paid upon a  condemnation  of any  portion of the
Project shall belong to and be the property of Landlord without participation by
Tenant.  Nothing  herein shall be construed,  however,  to preclude  Tenant from
prosecuting  any claim  directly  against the  condemning  authority for loss of
business, loss of good will, moving expenses, damage to, and cost of removal of,
trade  fixtures,  furniture  and other  personal  property  belonging to Tenant;
provided,  however,  that Tenant  shall make no claim  which  shall  diminish or
adversely affect any award claimed or received by Landlord.

If any portion of the Project other than the Building or the Parking  Facilities
is taken by  condemnation,  or if the  temporary  use or occupancy of all or any
part of the Premises shall be taken by condemnation  during the Term, this Lease
shall be and remain unaffected by such  condemnation,  and Tenant shall continue
to pay in full the Rent payable hereunder.

                                INDEMNIFICATION

Tenant and its agents  employees,  representatives,  contractors,  licensees and
invitees,  hereby  waive all claims  against,  and agree to  indemnify  and hold
harmless,  Landlord  for damage to any  property  or injury to, or death of, any
person in, upon, or about the Project,  including  the Premises,  arising at any
time and from any cause other than solely by reason of the gross  negligence  or
willful  misconduct  of Landlord,  its agents,  employees,  representatives,  or
contractors.  Without  limiting the generality of the foregoing,  Landlord shall
not be liable for any injury or damage to persons or property resulting from the
condition or design of, or any defective,  Building or its mechanical systems or
equipment which may exist or occur or from any fire, explosion, falling plaster,
steam, gas, electricity, water, rain, flood, snow, or leaks from any part of the
Premises or from the pipes,  appliances,  plumbing works, roof, or subsurface of
any floor or ceiling,  or from the street or any other place,  or by dampness or
by any  other  similar  cause  unless  the same is  caused  solely  by the gross
negligence   or  willful   misconduct  of  Landlord,   its  agents,   employees,
representatives or contractors. Landlord shall not be liable for any such damage
caused by other  tenants or persons in the  Building or by occupants of adjacent
property  thereto,  or by the public,  or caused by construction  (unless caused
solely by the gross  negligence  or willful  misconduct  of  Landlord) or by any
private,  public or  quasi-public  work.  Tenant,  for  itself  and its  agents,
employees,  representatives,  contractors,  successors,  assigns,  invitees  and
licensees,  expressly  assumes  all  risks of  injury  or  damage  to  person or
property,  within  proximate  or remote,  resulting  from the  condition  of the
Project  or  any  part  thereof.  Tenant's  foregoing  indemnity  shall  include
attorneys'  fees,  investigation  costs,  and all  other  reasonable  costs  and
expenses  incurred by Landlord in any  connection  therewith.  The provisions of
this Article 17 shall survive the  expiration or  termination of this Lease with
respect to any damage,  injury,  or death  occurring  before such  expiration or
termination.

Landlord  shall,  and hereby agrees to,  indemnify and hold Tenant harmless from
any  damages  in  connection  with loss of life,  bodily or  personal  injury or
property  damage  arising from any occurrence in the Common Areas of the Project
when not solely  the result of the gross  negligence  or willful  misconduct  of
Tenant, and its agents, employees, representatives,  contractors, licensees, and
invitees.

                    SUBORDINATION AND ESTOPPEL CERTIFICATES

This Lease and all rights of Tenant hereunder are subject and subordinate to all
underlying  leases  now or  hereafter  in  existence,  and  to any  supplements,
amendments, modifications, and extensions of such leases heretofore or hereafter
made and to any deeds to secure debt,  mortgages,  or other security instruments
which now or  hereafter  cover all or any portion of the Project or any interest
of Landlord therein,  and to any advances made on the security  thereof,  and to
any  increases,  renewals,  modifications,   consolidations,  replacements,  and
extensions of any of such mortgages.  This provision is declared by Landlord and
Tenant to be  self-operative  and no further  instrument  shall be  required  to
effect such  subordination  of this Lease.  Upon demand,  Tenant shall  execute,
acknowledge,  and deliver to Landlord any further  instruments and  certificates
evidencing  such  subordination  as  Landlord,  and any  mortgagee  or lessor of
Landlord  shall  reasonably  require.  Tenant shall not  unreasonably  withhold,
delay, or defer its written consent reasonable modifications in this Lease which
are a condition  of any  financing  for the Project or any  reciprocal  easement
agreement  with  facilities in the vicinity of the Building,  provided that such
modifications  do not increase the obligations of Tenant hereunder or materially
and adversely affect Tenant's use and enjoyment of the Premises.

Notwithstanding the generality of the foregoing provisions of Section 18.01, any
mortgagee or lessor of Landlord  shall have the right at any time to subordinate
any such mortgage or underlying lease to this Lease, or to any of the provisions
hereof, on such terms and subject to such conditions as such mortgagee or lessor
of Landlord may consider  appropriate in its discretion.  At any time, before or
after  the  institution  of any  proceedings  for the  foreclosure  of any  such
mortgage,  or  the  sale  of  the  Building  under  any  such  mortgage,  or the
termination  of any  underlying  lease,  Tenant  shall,  upon  request  of  such



<PAGE>


mortgagee or any person or entities succeeding to the interest of such mortgagee
or the purchaser at any foreclosure sale ("Successor  Landlord"),  automatically
become the Tenant (or if the Premises has been validly subleased, the subtenant)
of the Successor  Landlord,  without change in the terms or other  provisions of
this Lease (or,  in the case of a  permitted  sublease,  without  change in this
Lease or in the instrument setting forth the terms of such sublease);  provided,
however,  that the Successor Landlord shall not be (i) bound by any payment made
by Tenant  of Rent or  Additional  Rent for more than one (1) month in  advance,
except for a Security Deposit previously paid to Landlord (and then only if such
Security  Deposit  has  been  deposited  with and is under  the  control  of the
Successor Landlord), (ii) bound by any termination,  modification,  amendment or
surrender  of the Lease done without the  Successor  Landlord's  consent,  (iii)
liable  for any  damages  or  subject  to any offset or defense by Tenant to the
payment  of  Rent  by  reason  of any  act or  omission  of any  prior  landlord
(including  Landlord),  or (iv) personally or corporately  liable, in any event,
beyond the limitations on landlord  liability set forth in Section 25.05 of this
Lease. This agreement of Tenant to attorn to a Successor  Landlord shall survive
any  such  foreclosure  sale,  trustee's  sale  conveyance  in lieu  thereof  or
termination  of any  underlying  lease.  Tenant  shall upon  demand at any time,
before or after any such foreclosure or termination  execute,  acknowledge,  and
deliver to the  Successor  Landlord  any written  instruments  and  certificates
evidencing such attornment as such Successor Landlord may reasonably require.

Tenant  shall,  from time to time,  within  ten (10)  days  after  request  from
Landlord, or from any mortgagee or lessor of Landlord, execute,  acknowledge and
deliver in recordable  form a certificate  certifying,  to the extent true, that
this  Lease,  as the Lease may have been  amended,  is in full force and effect;
that the Term  has  commenced  and the full  amount  of the Rent  then  accruing
hereunder;  the dates to which the Rent has been paid;  that Tenant has accepted
possession  of the Premises and that any  improvements  required by the terms of
this Lease to be made by Landlord  have been  completed to the  satisfaction  of
Tenant;  the  amount,  if any,  that  Tenant has paid to  Landlord as a Security
Deposit;  that no Rent under this Lease has been paid more than thirty (30) days
in advance of its due date; that the address for notices to be sent to Tenant is
as set forth in this Lease, or has been changed as set forth in the certificate;
that  Tenant  has no  charge,  lien,  or claim of  offset  under  this  Lease or
otherwise against Rent or other charges due or to become due hereunder; that, to
the knowledge of Tenant,  Landlord is not then in default under this Lease;  and
such other matters as may be  reasonably  requested by Landlord or any mortgagee
or lessor of Landlord.  Any such certificate may be relied upon by Landlord, any
Successor  Landlord,  or any  mortgagee or lessor of Landlord.  Landlord  agrees
periodically  to  furnish,  when  reasonably  requested  in  writing  by Tenant,
certificates signed by Landlord containing  information similar to the foregoing
information.

No act or failure to act on the part of  Landlord  which  would  entitle  Tenant
under the terms of this Lease, or by law, to be relieved of Tenant's obligations
hereunder  or to  terminate  this  Lease,  shall  result  in a  release  of such
obligations or a termination of this Lease unless (a) Tenant has given notice by
registered  or  certified  mail to any  mortgagee  or lessor of  Landlord  whose
address  shall  have been  furnished  to  Tenant,  and (b)  Tenant  offers  such
mortgagee  or lessor of Landlord a reasonable  opportunity  to cure the default,
including time to obtain possession of the Premises by power of sale or judicial
foreclosure, if such should prove necessary to effect a cure.

                           SURRENDER OF THE PREMISES

By no later  than  11:59  p.m.  of the  Expiration  Date or the date of  earlier
termination  of this Lease,  or upon any  re-entry  of the  Premises by Landlord
without terminating this Lease pursuant to Section 13.02(b), Tenant, at Tenant's
sole cost and expense,  shall  peacefully  vacate and  surrender the Premises to
Landlord  in  good  order,  broom  clean  and in the  same  condition  as at the
beginning  of the Term or as the  Premises may  thereafter  have been  improved,
reasonable  use and wear thereof and repairs  which are  Landlord's  obligations
under  Articles  9, 15 and 16 only  excepted,  and  Tenant  shall  remove all of
Tenant's Property and turn over all keys for the Premises to Landlord.

Should  Tenant  continue to hold the Premises  after the  expiration  or earlier
termination  of this Lease,  such holding over,  unless  otherwise  agreed to by
Landlord  in  writing,  shall  constitute  and  be  construed  as a  tenancy  at
sufferance at monthly  installments  of Rent equal to two hundred percent (200%)
of the monthly  portion of Base Rent in effect as of the date of  expiration  or
earlier termination, and subject to all of the other terms, charges and expenses
set forth herein  except any right to renew this Lease or to expand the Premises
or any right to additional services. Tenant shall also be liable to Landlord for
all damage which  Landlord  suffers  because of any holding over by Tenant,  and
Tenant shall indemnify  Landlord  against all claims made by any other tenant or
prospective  tenant  against  Landlord  resulting  from  delay  by  Landlord  in
delivering  possession  of the  Premises  to such  other  tenant or  prospective
tenant.  The  provisions  of this  Article 19 shall  survive the  expiration  or
earlier termination of this Lease.

                          LANDLORD'S RIGHT TO INSPECT

Landlord shall retain duplicate keys to all doors of the Premises.  Tenant shall
provide  Landlord  with new keys should  Tenant  receive  Landlord's  consent to
change  the  locks.  Landlord  shall  have the  right to enter the  Premises  at
reasonable  hours (or,  in the event of an  emergency,  at any hour);  provided,
however,  Landlord shall use reasonable  efforts to minimize  interference  with


<PAGE>


Tenant's  business.  Landlord  shall not be liable to Tenant for the exercise of
Landlord's  rights under this Article 20 and Tenant hereby waives any claims for
damages for any injury,  inconvenience or interference  with Tenant's  business,
any loss of occupancy or quiet  enjoyment  of the  Premises,  and any other loss
occasioned thereby.

                                SECURITY DEPOSIT

Tenant's  Security  Deposit  shall be held by Landlord,  without  liability  for
interest  except to the extent  required by law, as security for the performance
of Tenant's  obligations  under this Lease.  Unless  required by applicable law,
Landlord  shall not be required to keep the  Security  Deposit  segregated  from
other funds of  Landlord.  Tenant  shall not assign or in any way  encumber  the
Security  Deposit.  Upon the  occurrence  of any  Event of  Default  by  Tenant,
Landlord shall have the right, without prejudice to any other remedy, to use the
Security  Deposit,  or  portions  thereof,  to the extent  necessary  to pay any
arrearages in Rent, and any other damage, injury or expense.  Following any such
application of all or any portion of the Security  Deposit,  Tenant shall pay to
Landlord,  on demand,  the amount so  applied in order to restore  the  Security
Deposit to its original  amount.  If Tenant is not in default at the termination
of this Lease,  any remaining  balance of the Security Deposit shall be returned
to Tenant,  provided that Tenant surrenders the Premises without damage pursuant
to Article 19 hereof. If Landlord  transfers its interest in the Premises during
the Term,  Landlord  shall assign the Security  Deposit to the  transferee,  and
thereafter  Landlord shall have no further  liability to Tenant for the Security
Deposit.

                                   BROKERAGE

Tenant and  Landlord  each  represent  and  warrant to the other that it has not
entered into any agreement  with, or otherwise had any dealings with, any broker
or agent in  connection  with the  negotiation  or execution of this Lease which
could  form the basis of any claim by any such  broker or agent for a  brokerage
fee or commission, finder's fee, or any other compensation of any kind or nature
in connection  herewith,  and each party shall,  and hereby agrees to, indemnify
and hold the other harmless from all costs (including court costs, investigation
costs,  and attorneys'  fees),  expenses,  or liability for commissions or other
compensation  claimed by any broker or agent  with  respect to this Lease  which
arise out of any  agreement  or  dealings,  or alleged  agreement  or  dealings,
between  the  indemnifying  party and any such agent or broker.  This  provision
shall survive the expiration or earlier termination of this Lease.

                      OBSERVANCE OF RULES AND REGULATIONS

Tenant and Tenant's servants,  employees,  agents, visitors, and licensees shall
observe faithfully and comply strictly with all Rules and Regulations (herein so
called) attached to this Lease as such Rules and Regulations may be changed from
time to time.  Landlord  shall at all times  have the  right to make  reasonable
changes in and additions to such Rules and Regulations;  provided Landlord gives
Tenant  prior  notice  of such  changes  and  provided  that  such new rules and
regulations  or changes in existing  rules and  regulations do not conflict with
this Lease, and do not materially  interfere with the lawful conduct of Tenant's
business in the Premises. Landlord shall not be liable to Tenant for the failure
or refusal by any other  tenant,  guest,  invitee,  visitor,  or occupant of the
Building to comply with any of the Rules and Regulations.

                                    NOTICES

All notices,  consents,  demands,  requests,  documents, or other communications
(other than  payment of Rent)  required or  permitted  hereunder  (collectively,
"notices")  shall be  deemed  given,  whether  actually  received  or not,  when
dispatched  for hand  delivery or delivery by air express  courier  (with signed
receipts) to the other party, or on the second Business Day after deposit in the
United States mail, postage prepaid, certified, return receipt requested, except
for notice of change of address  which  shall be deemed  given only upon  actual
receipt. The addresses of the parties for notices are set forth in Article 1, or
any such other addresses  subsequently  specified by each party in notices given
pursuant to this Section 24.01.

                                 MISCELLANEOUS

PROFESSIONAL  FEES. In any action or proceeding  brought by either party against
the other under this Lease,  the  prevailing  party shall be entitled to recover
from the  other  party  its  professional  fees for  attorneys,  appraisers  and
accountants,  its  investigation  costs,  and any other legal expenses and court
costs incurred by the prevailing party in such action or proceeding.

REIMBURSEMENTS. Wherever the Lease requires Tenant to reimburse Landlord for the
cost of any  item,  such  costs  will be the  reasonable  and  customary  charge
periodically  established  by  Landlord  for  such  item,  including  a fee  for
Landlord's manager's supervision in connection with providing such item.

SEVERABILITY. Every agreement contained in this Lease is, and shall be construed
as, a  separate  and  independent  agreement.  If any term of this  Lease or the
application  thereof  to  any  person  or  circumstances  shall  be  invalid  or
unenforceable,  the  remaining  agreements  contained in this Lease shall not be



<PAGE>


affected.

NON-MERGER.  There  shall be no merger of this Lease  with any ground  leasehold
interest or the fee estate in the  Project or any part  thereof by reason of the
fact that the same person may  acquire or hold,  directly  or  indirectly,  this
Lease or any interest in this Lease as well as any ground leasehold  interest or
fee estate in the Project or any interest in such fee estate.

LANDLORD'S  LIABILITY.   Anything  contained  in  this  Lease  to  the  contrary
notwithstanding,  Tenant  agrees that Tenant shall look solely to the estate and
property of Landlord in the Project for the  collection of any judgment or other
judicial  process  requiring the payment of money by Landlord for any default or
breach by Landlord under this Lease,  subject,  however,  to the prior rights of
any  mortgagee  or lessor of the  Project.  No other  assets of  Landlord or any
partners,  shareholders,  or other  principals  of Landlord  shall be subject to
levy,  execution  or other  judicial  process for the  satisfaction  of Tenant's
claim.

FORCE MAJEURE. Whenever the period of time is herein prescribed for action to be
taken by  Landlord  or  Tenant,  Landlord  or  Tenant  shall  not be  liable  or
responsible  for, and there shall be excluded from the  computation for any such
period of time,  any delays  due to force  majeure,  which  term  shall  include
strikes, riots, acts of God, shortages of labor or materials,  war, governmental
approvals,  laws, regulations,  or restrictions,  or any other cause of any kind
whatsoever which is beyond the reasonable  control of Landlord or Tenant.  Force
Majeure  shall not  excuse  or delay  Tenant's  obligation  to Rent or any other
amount due under this Lease.

HEADINGS.  The article headings contained in this Lease are for convenience only
and shall not  enlarge or limit the scope or meaning of the  various and several
articles  hereof.  Words in the  singular  number  shall be held to include  the
plural,  unless the context  otherwise  requires.  All  agreements and covenants
herein  contained  shall  be  binding  upon  the  respective   heirs,   personal
representatives, and successors and assigns of the parties thereto.

SUCCESSORS AND ASSIGNS.  All agreements and covenants  herein contained shall be
binding upon the  respective  heirs,  personal  representatives,  successors and
assigns or the parties hereto. If there be more than one Tenant, the obligations
hereunder  imposed  upon  Tenant  shall  be  joint  and  several.  If there is a
guarantor of Tenant's obligations hereunder, Tenant's obligations shall be joint
and several  obligations  of Tenant and such  guarantor,  and Landlord  need not
first proceed against Tenant hereunder before proceeding against such guarantor,
and any such guarantor  shall not be released from its guarantee for any reason,
including any amendment of this Lease,  any forbearance by Landlord or waiver of
any of  Landlord's  rights,  the  failure to give Tenant or such  guarantor  any
notices,  or the release of any party liable for the payment or  performance  of
Tenant's obligations hereunder. Notwithstanding the foregoing, nothing contained
in this Section 25.08 shall be deemed to override Article 8.

LANDLORD'S  REPRESENTATIONS.  Neither Landlord nor Landlord's  agents or brokers
have made any  representations  or promises  with respect to the  Premises,  the
Building, the Parking Facilities, the Land, or any other portions of the Project
except  as herein  expressly  set forth and all  reliance  with  respect  to any
representations  or  promises  is based  solely on those  contained  herein.  No
rights,  easements,  or  licenses  are  acquired  by Tenant  under this Lease by
implication  or  otherwise  except as, and unless,  expressly  set forth in this
Lease.

ENTIRE  AGREEMENT;  AMENDMENTS.  This Lease and the Exhibits and Riders attached
hereto set forth the entire  agreement  between the parties and cancel all prior
negotiations,  arrangements,  brochures, agreements, and understandings, if any,
between  Landlord  and Tenant  regarding  the subject  matter of this Lease.  No
amendment  or  modification  of this  Lease  shall be  binding  or valid  unless
expressed in writing executed by both parties hereto.

TENANT'S  AUTHORITY.  If Tenant signs as a corporation,  execution  hereof shall
constitute  a  representation  and  warranty  by  Tenant  that  Tenant is a duly
organized and existing corporation,  that Tenant has been and is qualified to do
business  in the  State of Texas and in good  standing  with the State of Texas,
that the corporation has full right and authority to enter into this Lease,  and
that all persons signing on behalf of the  corporation  were authorized to do so
by appropriate  corporate  action.  If Tenant signs as a partnership,  trust, or
other legal  entity,  execution  hereof shall  constitute a  representation  and
warranty by Tenant that Tenant has complied with all applicable laws, rules, and
governmental  regulations relative to Tenant's right to do business in the State
of Texas,  that such entity has the full right and  authority to enter into this
Lease, and that all persons signing on behalf of Tenant were authorized to do so
by any and all necessary or appropriate partnership, trust, or other actions.

GOVERNING  LAW. This Lease shall be governed by and construed  under the laws of


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the State of Texas.  Any action brought to enforce or interpret this Lease shall
be brought in the court of appropriate  jurisdiction  in Dallas  County,  Texas.
Should any provision of this Lease require judicial interpretation, Landlord and
Tenant hereby agree and stipulate  that the court  interpreting  or  considering
same  shall not  apply  the  presumption  that the  terms  hereof  shall be more
strictly  construed  against a party by reason of any rule or conclusion  that a
document  should be  construed  more  strictly  against  the party who itself or
through its agents  prepared the same,  it being agreed that all parties  hereto
have  participated in the preparation of this Lease and that each party had full
opportunity  to consult legal counsel of its choice before the execution of this
Lease.

TENANT'S  USE OF NAME OF THE  BUILDING.  Tenant  shall  not,  without  the prior
written consent of Landlord,  use the name of the Building for any purpose other
than as the address of the business to be  conducted by Tenant in the  Premises,
and  Tenant  shall not do or permit the doing of  anything  in  connection  with
Tenant's business or advertising  (including  brokers' flyers promoting sublease
space) which in the reasonable  judgment of Landlord may reflect  unfavorably on
Landlord or the  Building  or confuse or mislead  the public as to any  apparent
connection or  relationship  between Tenant and Landlord,  the Building,  or the
Land.

ANCIENT LIGHTS.  Any  elimination or shutting off of light,  air, or view by any
structure which may be erected on lands adjacent to the Building shall in no way
affect this Lease and  Landlord  shall have no  liability to Tenant with respect
thereto.

CHANGES TO PROJECT BY LANDLORD.  Landlord shall have the  unrestricted  right to
make changes to all portions of the Project in Landlord's  reasonable discretion
for the  purpose of  improving  access or security to the Project or the flow of
pedestrian and vehicular  traffic therein.  Landlord shall have the right at any
time,  without the same  constituting  an actual or  constructive  eviction  and
without incurring any liability to Tenant therefor, to change the arrangement or
location of entrances or passageways, doors and doorways, corridors,  elevators,
stairs, bathrooms, or any other Common Areas so long as reasonable access to the
Premises remains available. Landlord shall also have the right to (a) rearrange,
change, expand or contract portions of the Project constituting Common Areas (b)
to use Common Areas while engaged in making improvements, repairs or alterations
to the  Project,  or any portion  thereof,  and (c) to do and perform such other
acts and make such other  changes in to or with respect to the  Project,  or any
portion  thereof,  as Landlord may, in the exercise of sound business  judgment,
deem to be appropriate. Landlord shall be entitled to change the name or address
of the Building or the  Project.  Landlord  shall have the right to close,  from
time to time,  the  Common  Areas and other  portions  of the  Project  for such
temporary  periods as Landlord deems legally  sufficient to evidence  Landlord's
ownership and control thereof and to prevent any claim of adverse possession by,
or any  implied or actual  dedication  to,  the  public or any party  other than
Landlord.

TIME OF ESSENCE.  Time is of the essence of this Lease.

LANDLORD'S ACCEPTANCE OF LEASE. The submission of this Lease to Tenant shall not
be  construed  as an offer and  Tenant  shall not have any rights  with  respect
thereto unless  Landlord  executes a copy of this Lease and delivers the same to
Tenant.

FINANCIAL  STATEMENTS.  At any time during the term of this Lease, Tenant shall,
upon ten (10) days prior written notice from Landlord,  provide  Landlord with a
current financial statement and financial  statements of the two (2) years prior
to the current  financial  statement  year.  Such statement shall be prepared in
accordance  with generally  accepted  accounting  principles and, if such is the
normal practice of Tenant,  shall be audited by an independent  certified public
accountant.

                               SUBSTITUTION SPACE

Landlord  shall  have the right at any time prior to the end of the Term of this
lease,  or any  renewal  or  extension  hereof,  to  substitute,  instead of the
Premises, other space within the Building (which space shall have a Net Rentable
Area of  approximately  the Net Rentable  Area in the Premises as of the date of
such substitution) hereinafter called the "Substitution Space".

(a) If Landlord  desires to exercise such right,  Landlord  shall give Tenant at
least thirty (30) days' prior written  notice  thereof  specifying the effective
date  of  such  substitution,  whereupon,  as of such  effective  date:  (1) the
description of the Premises set forth in this lease shall,  without  further act
on the part of Landlord or Tenant,  be deemed  amended so that the  Substitution
Space shall, for all purposes, be deemed the Premises hereunder,  and all of the
terms,  covenants,  conditions,   provisions,  and  agreements  of  this  Lease,
including those  agreements to pay Rent, shall continue in full force and effect
and shall apply to the  Substitution  Space,  and (2) Tenant shall move into the
Substitution  Space.  (b) If Tenant is being relocated from its present Premises
in the Building, Tenant shall vacate and surrender possession to Landlord of the



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present  Premises,  and if Tenant continues to occupy the present Premises after
such  effective  date,  then  thereafter,  during the period of such  occupancy,
Tenant  shall pay Rent for the present  Premises as set forth in this Lease,  in
addition to the Rent for the  Substitution  Space at the above- described rates.
(c) Tenant  shall accept  possession  of the  Substitution  Space in its "as-is"
condition  as of such  effective  date,  but the  Substitution  Space shall have
leasehold improvements that are reasonably equivalent to the present Premises.

If  Landlord  exercises  this  relocation  right  after the  Commencement  Date,
Landlord shall reimburse Tenant for Tenant's reasonable  out-of-pocket  expenses
for moving Tenant's furniture,  equipment, supplies and telephones and telephone
equipment from the present Premises to the Substitution Space and for reprinting
Tenant's  stationery  of the same  quality and  quantity of Tenant's  stationery
supply on hand immediately  prior to Landlord's notice to Tenant of the exercise
of this substitution right.

                               OTHER DEFINITIONS

         When used in this Lease, the terms set forth hereinbelow shall have the
following meanings: (a) "Business Days" shall mean Monday through Friday (except
for  Holidays);  "Business  Hours"  shall mean 8:00 a.m.  to 6:00 p.m. on Monday
through  Friday and 9:00 a.m. to 1:00 p.m. on Saturdays  (except for  Holidays);
and "Holidays" shall mean those holidays designated by Landlord,  which holidays
shall be  consistent  with  those  holidays  designated  by  landlords  of other
first-class  office  buildings in the North Dallas  suburban  area.  (b) "Common
Areas" shall mean those  certain  areas and  facilities  of the Building and the
Parking  Facilities  and those certain  improvements  to the Land which are from
time to time  provided by Landlord  for the use of tenants of the  Building  and
their employees,  clients,  customers,  licensees and invitees or for use by the
public,  which  facilities  and  improvements  include  any and  all  corridors,
elevator  foyers,  vending areas,  bathrooms,  electrical  and telephone  rooms,
mechanical rooms,  janitorial areas and other similar facilities of the Building
and of the Parking Facilities and any and all grounds,  parks, landscaped areas,
outside sitting areas, sidewalks, walkways, and generally all other improvements
located on the Land, or which connect the Land to other buildings. (c) The words
"day" or "days" shall refer to calendar days,  except where  "Business Days" are
specified.  (d)  "Net  Rentable  Area"  shall  mean  (1) in the case of a single
tenancy  floor,  all floor area  measured  from the inside  surface of the outer
glass of the Building,  excluding  only the areas  ("Service  Areas") within the
outside  wall used for the  Building's  stairs,  fire towers,  elevator  shafts,
vertical  penetrations of the Building's central atrium,  flues, vents,  stacks,
pipe  shafts,  and  vertical  ducts  (which  areas  shall be  measured  from the
mid-point of walls  enclosing such areas,  but including any Service Areas which
are for the specific use of the  particular  tenant,  such as special  stairs or
elevators,  plus an allocation of the square footage of the  Building's  central
areas for providing telephone, electrical,  mechanical, janitorial, security and
mail services,  as well as, the central entry lobby, ground level elevator lobby
and service elevator lobby,  central fire exit corridors,  service exit corridor
and central loading dock (the "Central  Areas"),  and (2) in the case of a floor
to be  occupied  by more than one  tenant,  all floor  areas  within  the inside
surface  (with  respect to the Premises) of the glass and to the midpoint of the
walls  separating areas leased by or held for lease to other tenants or from the
Common Areas, but including a proportionate  part of the Common Areas located on
such floor based upon the ratio which  Tenant's  Net  Rentable  Area  (excluding
Common Areas) on such floor bears to the aggregate Net Rentable Area  (excluding
Common Areas) on such floor,  plus an  allocation  of the square  footage of the
Building's Central Areas. In the case of both single and multiple tenant floors,
telephone, electrical, mechanical, maintenance, janitorial or security rooms not
included  in the  Building's  Central  Areas but which serve more than one floor
shall be considered  Common Areas and shall be allocated among all tenants whose
premises are served thereby,  regardless of whether such premises are located on
the  same  floor as the  rooms in  question.  Such  allocation  shall be made in
accordance with the proportion of the Net Rentable Area so served. No deductions
from Net Rentable Area shall be made for columns or projections necessary to the
Building.  (e) The "terms of this  Lease"  shall be deemed to include all terms,
covenants,  conditions,  provisions,  obligations,  limitations,   restrictions,
reservations  and agreements  contained in this Lease. (f) A "year" shall mean a
calendar  year.  (g)  "Building  Standard"  shall mean the quality of materials,
finishes,  and  workmanship  from time to time  specified  by  Landlord  for the
Building. (h) "Leasehold  Improvements" shall mean any leasehold improvements to
be completed in the Premises.

         IN WITNESS  WHEREOF,  Landlord and Tenant have set their hands hereunto
and have caused this Lease to be executed by duly authorized  officials thereof,
as of the day and year set forth on the cover page hereof.

LANDLORD:

PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.,
a Delaware limited partnership,

         By:      Prentiss Properties I, Inc.,
                  a Delaware corporation,
                  general partner


                  By:      /S/ WILLIAM J. REISTER
                           ----------------------
                  Name:    WILLIAM J. REISTER
                  Title:   VICE PRESIDENT

<PAGE>



                  By:      /S/ J. KEVAN DILBECK
                           --------------------
                  Name:    J. KEVAN DILBECK
                  Title:   SENIOR VICE PRESIDENT

TENANT:

Micrografx, Inc.,
a Texas corporation

By:      /S/ JOHN M. CARRADINE
         ---------------------
Name:    JOHN M. CARRADINE
Title:   CHIEF FINANCIAL OFFICER


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