OFFICE LEASE

                                  WITH

                    UNIVIEW TECHNOLOGIES CORPORATION

     SUITE:         2050

     BUILDING:      BENT TREE GREEN
<PAGE>
                            TABLE OF CONTENTS

ARTICLE 1:                                       BASIC PROVISIONS      1
ARTICLE 2:                                  TERM AND COMMENCEMENT      3
ARTICLE 3:                          BASE RENT AND ADDITIONAL RENT      4
ARTICLE 4:                                  CONDITION OF PREMISES      7
ARTICLE 5:                                        QUIET ENJOYMENT      8
ARTICLE 6:                                 UTILITIES AND SERVICES      8
ARTICLE 7:                   USE, COMPLIANCE WITH LAWS, AND RULES     10
ARTICLE 8:                                MAINTENANCE AND REPAIRS     11
ARTICLE 9:                                  ALTERATIONS AND LIENS     11
ARTICLE 10:          INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS     13
ARTICLE 11:                                       CASUALTY DAMAGE     14
ARTICLE 12:                                          CONDEMNATION     15
ARTICLE 13:                             ASSIGNMENT AND SUBLETTING     15
ARTICLE 14:               PERSONAL PROPERTY, RENT AND OTHER TAXES     18
ARTICLE 15:                                   LANDLORD'S REMEDIES     18
ARTICLE 16:                                      SECURITY DEPOSIT     22
ARTICLE 17:                 ATTORNEYS' FEES, JURY TRIAL AND VENUE     22
ARTICLE 18:       SUBORDINATION, ATTORNMENT AND LENDER PROTECTION     23
ARTICLE 19:                                 ESTOPPEL CERTIFICATES     23
ARTICLE 20:                           RIGHTS RESERVED BY LANDLORD     24
ARTICLE 21:                              LANDLORD'S RIGHT TO CURE     25
ARTICLE 22:                                       INDEMNIFICATION     25
ARTICLE 23:                                  RETURN OF POSSESSION     26
ARTICLE 24:                                          HOLDING OVER     27
ARTICLE 25:                                               NOTICES     27
ARTICLE 26:                                   REAL ESTATE BROKERS     27
ARTICLE 27:                                             NO WAIVER     27
ARTICLE 28:                               TELECOMMUNICATION LINES     28
ARTICLE 29:                                   HAZARDOUS MATERIALS     29
ARTICLE 30:                                           DEFINITIONS     30
ARTICLE 31:                                                 OFFER     35
ARTICLE 32:                                         MISCELLANEOUS     35
ARTICLE 33:                                      ENTIRE AGREEMENT     37

EXHIBITS.................................   Listed in Article 1.P
<PAGE>
                              OFFICE LEASE

      THIS OFFICE LEASE ("Lease") is made and entered into as of the 18th
day  of October, 1999, by and between CMD REALTY INVESTMENT FUND II, L.P.
("Landlord"),  an Illinois limited partnership, and UNIVIEW  TECHNOLOGIES
CORPORATION ("Tenant"), a Texas corporation.

                     ARTICLE 1:     BASIC PROVISIONS

      This  Article contains the basic lease provisions between  Landlord
and Tenant.

A. Building:             Bent  Tree  Green, located at 17300  North
                         Dallas  Parkway, Dallas, Texas (the "Property", as
                         further described in Article 30).

B. Premises:             Suite  2050 (being part of current  Suites
                         2000  and  2030)  located on the 2nd floor of the
                         Building as outlined or hatched on Exhibit A hereto.

C. Commencement Date:    December 1, 1999, subject to Articles 2 and 4.

D. Expiration Date:      November 30, 2004, subject to Articles 2 and 4.

E. Rentable Area:        The  rentable  area of the  Premises  shall  be
                         deemed to be 7,399 square feet, and the rentable
                         area of the Property shall be deemed to be 138,448
                         square feet, for purposes of this Lease, subject
                         to Article 30.

F. Tenant's Share:       Five and 344/1,000 percent (5.3440%), subject to
                         Articles 3 and 30.

G. Base Rent:            Tenant shall pay monthly Base Rent pursuant to
                         the following schedule and as described in Article 3:

                Period                         Monthly Base Rent

 Commencement Date -  November 30, 2000         $12,331.66

 December  1, 2000 -  November 30, 2002         $12,639.95

 December 1, 2002  -  Expiration Date           $12,948.25

H. Additional Rent:      Tenant  shall pay Tenant's Share of  Taxes  and
                         Expenses in excess of the amounts respectively
                         for 2000 ("Base Tax Year") and 2000 ("Base Expense
                         Year"), as further described in Article 3.

I. Permitted Use:        General offices, subject to Article 7.

J. Security Deposit:     $12,948.25, subject to Article 16.

K. Broker (if any):      Jackson & Cooksey, subject to Article 26.

L. Guarantor(s):         Patrick Custer and Custer Company, Inc., who
                         have concurrently herewith signed the Guaranty
                         attached hereto.
<PAGE>
M. Landlord's Notice Address (subject to Article 25):

                         c/o  CMD  Realty  Investors, Inc., Suite  150,  17300
                         Preston  Road, Dallas, Texas  75252, Attn.:  Regional
                         Manager; with copies c/o CMD Realty Investors,  Inc.,
                         227 West Monroe Street, Suite 3900, Chicago, Illinois
                         60606,  Attn.:  General  Counsel  and  Attn.:   Asset
                         Manager.

N. Tenant's Notice Address (subject to Article 25):

                         Until the Commencement Date:
                         Uniview Technologies Corporation,
                         10911 Petal Street, Dallas, Texas 75238
                         Attn.: Patrick Custer

                         On the Commencement Date:
                         Uniview Technologies Corporation,
                         17300 North Dallas Parkway, Suite 2050,
                         Dallas, Texas 75248,
                         Attn.: Patrick Custer

O. Rent Payments:        Rent shall be paid to Landlord c/o Bank One,
                         P.O. Box 73313, Chicago, Illinois 60673-7313, or such
                         other  parties  and  addresses as to  which  Landlord
                         shall provide advance notice.

P. Exhibits:             This  Lease includes, and incorporates  by
                         this reference:

                         Exhibit A:          Premises
                         Exhibit B:          Rules
                         Exhibit C:          Work Letter
                         Exhibit D:          Extension Option
                         Exhibit E:          Right of Offer to Expand
                         Exhibit F:          Supplemental HVAC
                         Exhibit G:          Parking
                         Exhibit H:          Texas Provisions

      The  foregoing  provisions  shall be  interpreted  and  applied  in
accordance  with the other provisions of this Lease.  The terms  of  this
Article,  and  the terms defined in Article 30 and other Articles,  shall
have  the  meanings specified therefor when used as capitalized terms  in
other  provisions  of  this  Lease or related  documentation  (except  as
expressly provided to the contrary therein).

                  ARTICLE 2:     TERM AND COMMENCEMENT

      A.    Term.   Landlord hereby leases to Tenant  and  Tenant  hereby
leases  from  Landlord the Premises for the Term, subject  to  the  other
provisions of this Lease.  The term ("Term") of this Lease shall commence
on  the  Commencement Date and end on the Expiration Date  set  forth  in
Article 1, unless sooner terminated as provided in this Lease, subject to
adjustment as provided below and the other provisions of this Lease.
<PAGE>
      B.    Early Commencement.  The Commencement Date, Rent and Tenant's
other obligations shall be advanced to such earlier date as Tenant,  with
Landlord's  written  permission, commences  occupying  the  Premises  for
business purposes.  If such event occurs with respect to a portion of the
Premises,  the  Commencement  Date, Rent and Tenant's  other  obligations
shall  be  so advanced with respect to such portion (and fairly  prorated
based  on the rentable square footage involved).  During any period  that
Tenant shall be permitted to enter the Premises prior to the Commencement
Date  other  than  to  occupy the same for business  purposes  (e.g.,  to
perform alterations or improvements), Tenant shall comply with all  terms
and  provisions  of  this  Lease, except those provisions  requiring  the
payment  of  Rent.  Landlord shall permit early entry,  so  long  as  the
Premises  are legally available, Landlord has completed any work required
to  be  performed  by  Landlord  under  this  Lease  (or  can  reasonably
accommodate the scheduling of minor work Tenant desires to perform,  such
as  cabling, without delaying any such Landlord work), and Tenant  is  in
compliance  with  the  other  provisions  of  the  Lease,  including  the
insurance requirements.

      C.   Commencement Delays.  Subject to Article 4.C, the Commencement
Date,  Rent  and  Tenant's other obligations shall be  postponed  to  the
extent  Tenant  is  not  reasonably able to occupy the  Premises  because
Landlord fails, by the Commencement Date set forth in Article 1, to:  (i)
deliver  possession of the Premises, and (ii) substantially complete  any
improvements  to the Premises required to be performed by Landlord  under
this  Lease,  except  to  the  extent that Tenant,  its  space  planners,
architects,  contractors, agents or employees in any  way  contribute  to
such  failure.  If such failure occurs with respect to a portion  of  the
Premises,  the  Commencement  Date, Rent and Tenant's  other  obligations
shall  be  so postponed with respect to such portion (and fairly prorated
based on the rentable square footage involved).  If the Commencement Date
is  postponed pursuant to the foregoing provisions for a ninety (90)  day
initial grace period, Tenant shall have the right to terminate this Lease
by  notice to Landlord given within ten (10) days thereafter, subject  to
Landlord's  right to cure as provided in Article 21.  Any such  delay  in
the Commencement Date shall not subject Landlord to liability for loss or
damage  resulting  therefrom, and Tenant's  sole  recourse  with  respect
thereto shall be the postponement of Rent and other obligations and right
to terminate this Lease described herein.

      D.    Adjustments  and Confirmation.  If the Commencement  Date  is
advanced to an earlier date as provided above, the Expiration Date  shall
not  be changed. If the Commencement Date is postponed as provided above,
the  Expiration  Date shall be extended by the same  length  of  time  if
Landlord so elects by notice to Tenant.  If the Commencement Date  occurs
other  than  on the first day of a calendar month, Landlord  may  further
elect by such notice to: (i) extend the Term so that the Expiration  Date
is  the last day of the calendar month in which it would otherwise occur,
and/or (ii) adjust the dates for any fixed increases in the Base Rent  so
that  they  occur  on the first day of the calendar month  following  the
month  in  which  they  would otherwise occur.  Tenant  shall  execute  a
confirmation of any dates as adjusted herein in such form as Landlord may
reasonably request; any failure to respond within thirty (30) days  after
requested  shall  be  deemed an acceptance of the matters  set  forth  in
Landlord's  confirmation.  If Tenant disagrees with Landlord's adjustment
of  such  dates, Tenant shall pay Rent and perform all other  obligations
commencing  and  ending on the dates determined by Landlord,  subject  to
refund or credit when the matter is resolved.
<PAGE>
              ARTICLE 3:     BASE RENT AND ADDITIONAL RENT

     A.   Base Rent.  Tenant shall pay Landlord the monthly Base Rent set
forth in Article 1 in advance on or before the first day of each calendar
month during the Term; provided, Tenant shall pay Base Rent for the first
full  calendar  month for which Base Rent shall be due (and  any  initial
partial month) when Tenant executes this Lease.

      B.    Taxes and Expenses.  Beginning in January, 2001, Tenant shall
pay  Landlord  Tenant's  Share of Taxes and Expenses  in  excess  of  the
amounts of Taxes and Expenses respectively for the Base Tax Year and Base
Expense  Year  in the manner described below.  The foregoing  capitalized
terms shall have the meanings specified therefor in Articles 1 and 30.

     C.   Payments.

      (i)  Landlord may reasonably estimate in advance the amounts Tenant
shall owe for Taxes and Expenses for any full or partial calendar year of
the Term beginning in January 2001.  In such event, Tenant shall pay such
estimated  amounts (in excess of the amounts for the Base  Tax  Year  and
Base  Expense  Year), on a monthly basis, on or before the first  day  of
each  calendar month thereafter, together with Tenant's payment  of  Base
Rent.   Such  estimate may be reasonably adjusted from time  to  time  by
Landlord.

     (ii) Within 120 days after the end of each such calendar year, or as
soon  thereafter as practicable, Landlord shall provide a statement  (the
"Statement")  to  Tenant  showing: (a) the amount  of  actual  Taxes  and
Expenses  for  such  calendar year, with a listing of amounts  for  major
categories of Expenses, (b) any amount paid by Tenant towards  Taxes  and
Expenses  during such calendar year on an estimated basis,  and  (c)  any
further  revised estimate of Tenant's obligations for Taxes and  Expenses
for the then current calendar year.

      (iii)  If the Statement  shows  that  Tenant's  estimated  payments
were  less  than Tenant's actual obligations for Taxes and  Expenses  for
such year, Tenant shall pay the difference within fifteen (15) days after
Landlord  sends  the  Statement.  If the Statement  shows  that  Tenant's
estimated  payments exceeded Tenant's actual obligations  for  Taxes  and
Expenses,  Landlord shall credit the difference against  the  payment  of
Rent  next due.  If the Term shall have expired and no further Rent shall
be  due,  Landlord shall provide a refund of such difference at the  time
Landlord sends the Statement.

     (iv) If the Statement shows a further increase in Tenant's estimated
payments for the then current calendar year, Tenant shall: (a) thereafter
pay  the  new  estimated  amount  until  Landlord  further  revises  such
estimated  amount, and (b) pay the difference between the new and  former
estimates for the period from January 1 of the then current calendar year
through the month in which the Statement is sent within fifteen (15) days
after Landlord sends the Statement.

      (v)   In  lieu of providing one Statement covering all such  items,
Landlord may provide separate statements, at the same or different times.
So  long  as Tenant's obligations hereunder are not materially  adversely
affected thereby, Landlord reserves the right to reasonably change,  from
time  to  time, the manner or timing of Tenant's payments for  Taxes  and
Expenses.
<PAGE>
       D.     Tax  Refunds,  Protest  Costs,  Fiscal  Years  and  Special
Assessments.   Landlord  shall each year: (i) credit  against  Taxes  any
refunds received during such year, whether or not for a prior year,  (ii)
include in Taxes any additional amount paid during such year involving an
adjustment  to  Taxes  for  a  prior year due  to  error  by  the  taxing
authority,  supplemental  assessment, or other reason,  (iii)  for  Taxes
payable in installments over more than one year, include only the minimum
amounts payable each year and any interest thereon, and (iv) include,  in
either  Taxes  or  Expenses,  any  fees for  attorneys,  consultants  and
experts,  and other costs paid during such year in attempting to protest,
appeal  or  otherwise seek to reduce or minimize Taxes,  whether  or  not
successful.  Notwithstanding anything to the contrary contained  in  this
Lease,  if  any taxing authority, at any time, uses a fiscal  year  other
than  a current calendar year, Landlord may elect to require payments  by
Tenant  based  on: (a) amounts paid or payable during each calendar  year
without  regard to such fiscal years, or (b) amounts paid or payable  for
or during each fiscal tax year.

      E.    Grossing  Up  and Tenant's Share Adjustments.   In  order  to
allocate variable Expenses (i.e. those items that vary based on occupancy
levels,  such  as  cleaning and utilities) among those  parties  who  are
leasing space at the Property when it is not fully occupied during all or
a  portion  of  any calendar year, Landlord may reasonably determine  the
amount  of  such  variable Expenses that would have  been  paid  had  the
Property  been  fully  occupied, in which case the amount  so  determined
shall be deemed to have been the amount of Expenses for such year (rather
than  adjusting  Tenant's  Share by subtracting  vacant  space  from  the
denominator).   If  Landlord  does  so  in  computing  Expenses  for  any
subsequent year, Landlord shall make a similar adjustment to Expenses for
the Base Expense Year in such computation.  Similarly, if Landlord is not
furnishing  any  particular utility or service to  a  tenant  during  any
period (the cost of which, if performed by Landlord, would be included in
Expenses), Landlord may for such period: (i) adjust such items to reflect
the  additional  amount that would reasonably have been  incurred  during
such  period  had  Landlord furnished such utility  or  service  to  such
tenant,  or  (ii)  exclude  the rentable area of  such  tenant  from  the
rentable area of the Property in computing Tenant's Share of such  items.
"Tenant's  Share"  shall  be subject to such  other  adjustments  as  are
provided in the definition thereof in Article 30 below.

     F.   Prorations; Payments After Term Ends.  If the Term commences on
a day other than the first day of a calendar month or ends on a day other
than  the  last  day  of a calendar month, the Base Rent  and  any  other
amounts payable on a monthly basis shall be prorated on a per diem  basis
for  such  partial  calendar months.  If the Base Rent  is  scheduled  to
increase under Article 1 other than on the first day of a calendar month,
the  amount  for  such month shall be prorated on a  per  diem  basis  to
reflect  the  number  of  days of such month  at  the  then  current  and
increased  rates,  respectively.  If the Term  commences  other  than  on
January 1, or ends other than on December 31, Tenant's obligations to pay
amounts towards Taxes and Expenses for such first or final calendar years
shall  be  prorated on a per diem basis to reflect the  portion  of  such
years  included  in  the Term.  Tenant's obligations  to  pay  Taxes  and
Expenses  (or  any  other amounts) accruing during, or relating  to,  the
period  prior  to expiration or earlier termination of this Lease,  shall
survive such expiration or termination.
<PAGE>
      G.    Landlord's Accounting Practices and Records.  Landlord  shall
maintain records respecting Taxes and Expenses and determine the same  in
accordance  with  sound accounting and management practices  consistently
applied  in accordance with this Lease.  Although this Lease contemplates
the  general computation of Taxes and Expenses on a cash basis,  Landlord
shall make reasonable and appropriate accrual adjustments to ensure  that
each  calendar  year  includes substantially the  same  recurring  items.
Landlord  reserves the right to apply a full accrual system of accounting
so  long as the same is consistently applied and Tenant's obligations are
not  materially adversely affected.  Tenant or its representative (acting
on  a  non-contingent  fee basis) shall have the  right  to  review  such
records  by  sending notice to Landlord no later than  thirty  (30)  days
following  the  furnishing of the Statement specifying  such  records  as
Tenant reasonably desires to review.  Such review shall be subject to the
continuing  condition  that  Tenant not be in  Default,  and  subject  to
reasonable  scheduling by Landlord during normal business  hours  at  the
place  or  places where such records are normally kept.   No  later  than
thirty  (30) days after Landlord makes such records available for review,
Tenant  shall send Landlord notice specifying any exceptions that  Tenant
takes  to  matters included in such Statement, Tenant's detailed  reasons
for  each  exception  which  support a  conclusion  that  such  exception
properly  identifies an error in such Statement, and a complete  copy  of
the  review report.  Such Statement shall be considered final and binding
on  Tenant, except as to matters to which exception is taken after review
of  Landlord's  records in the foregoing manner and within the  foregoing
times.   The  foregoing times for sending Tenant's notices hereunder  are
critical  to  Landlord's  budgeting process, and  are  therefore  of  the
essence  of this Paragraph. If Tenant takes timely exception as  provided
herein,  Landlord  may  seek certification from an independent  certified
public  accountant  or  financial consultant (who  shall  be  subject  to
Tenant's  reasonable  approval) as to the  proper  amount  of  Taxes  and
Expenses  or the items as to which Tenant has taken exception.   In  such
case:  (i)  such certification shall be considered final and  binding  on
both  parties (except as to additional amounts not then known or  omitted
by  error),  and  (ii) Tenant shall pay Landlord for  the  cost  of  such
certification, unless it shows that Taxes and Expenses were overstated by
a  net  amount  of  five percent (5%) or more.  Pending  review  of  such
records and resolution of any exceptions, Tenant shall pay Tenant's Share
of  Taxes and Expenses in the amounts shown on such Statement, subject to
credit,  refund  or  additional payment after  any  such  exceptions  are
resolved.

      H.    Base  Year Adjustments.  If Taxes for the Base Tax  Year  are
reduced as the result of protest or otherwise, Landlord may use the final
reduced  amount  of  Taxes  for the Base Tax  Year  to  compute  Tenant's
obligations for increases in Taxes during the Term.  In such case, Tenant
shall pay Landlord, within fifteen (15) days after notice, any additional
amount  of  Taxes  required by such computation for any period  that  has
theretofore  occurred  during  the Term  following  the  Base  Tax  Year.
Landlord  may  exclude  from Base Year Expenses any non-recurring  items,
including capital expenditures otherwise permitted under Article 30  (and
shall  only  include the amortization of such expenditures in  subsequent
year  Expenses  to the extent permitted under Article 30).   If  Landlord
eliminates  from  any  subsequent year Expenses a recurring  category  of
Expenses previously included in Base Year Expenses, Landlord may subtract
such  category  from Base Year Expenses commencing with  such  subsequent
year.
<PAGE>
      I.   Cap On Controllable Expenses.  Notwithstanding anything to the
contrary  contained  in  this Lease, Landlord  hereby  agrees  that,  for
purposes  of  computing Tenant's obligations for Expenses,  increases  in
Controllable  Expenses (as defined below) during the initial  Term  shall
not exceed eight percent (8%) of Controllable Expenses (the "Controllable
Expense  Cap"), on an average, cumulative basis, subject to the following
provisions:  (i) "Controllable Expenses" for purposes hereof  shall  mean
all  Expenses, except that Landlord may exclude therefrom  from  time  to
time,  in  Landlord's sole discretion, taxes and other costs  imposed  or
established   by  governmental  or  regulatory  authorities,   utilities,
insurance,  unionized labor, and/or any costs or expenses which  Landlord
reasonably deems to be beyond Landlord's control with respect to limiting
increases  to the Controllable Expense Cap amount set forth  above,  (ii)
"average,  cumulative  basis" for purposes hereof  shall  mean  that,  if
Controllable  Expenses  either decrease, or increase  by  less  than  the
foregoing  Controllable Expense Cap amount, in any year  or  years,  then
Landlord may apply the difference between Controllable Expenses  and  the
Controllable  Expense Cap for such year or years so as  to  increase  the
Controllable  Expense  Cap  in  another  year  or  years,  so   long   as
Controllable  Expenses do not exceed the foregoing  Controllable  Expense
Cap  on  an average, cumulative basis during the initial Term, and  (iii)
this  provision is personal to the Tenant first named in this Lease,  and
shall  no  longer apply if Tenant shall sublease any part of the Premises
or assign this Lease by operation of law or otherwise.

      J.    General Payment Matters.  Base Rent, Taxes, Expenses and  any
other  amounts which Tenant is or becomes obligated to pay Landlord under
this  Lease  or  other  agreement  entered  in  connection  herewith  are
sometimes  herein  referred to collectively as "Rent," and  all  remedies
applicable  to  the  non-payment of rent  shall  be  applicable  thereto.
Tenant shall pay Rent in good funds and legal tender of the United States
of America, together with any applicable sales tax or other taxes on Rent
as  further  described in Article 14.  Tenant shall pay Rent without  any
deduction,  recoupment, set-off or counterclaim, and without relief  from
any  valuation or appraisement laws, except as may be expressly  provided
in  this  Lease.   No  delay by Landlord in providing the  Statement  (or
separate statements) shall be deemed a default by Landlord or a waiver of
Landlord's right to require payment of Tenant's obligations for actual or
estimated  Taxes or Expenses.  In no event shall a decrease in  Taxes  or
Expenses  serve  to  decrease  Base Rent.  Landlord  may  apply  payments
received  from Tenant to any obligations of Tenant then accrued,  without
regard to such obligations as may be designated by Tenant.

                  ARTICLE 4:     CONDITION OF PREMISES

     A.   General Condition of Premises.  Tenant has inspected, or had an
opportunity  to  inspect,  the Premises (and portions  of  the  Property,
Systems  and Equipment providing access to or serving the Premises),  and
agrees   to   accept   the   same  "as  is"   without   any   agreements,
representations, understandings or obligations on the part of Landlord to
perform  any  alterations,  repairs or improvements,  except  as  may  be
expressly  provided  under this Lease (which term  includes  any  Exhibit
hereto).  To the extent that Landlord has expressly agreed to perform any
improvements  to the Premises under this Lease, the following  provisions
shall apply.
<PAGE>
      B.    Tenant Not Occupying Premises During Improvements.  If Tenant
is not currently occupying the Premises, then to the extent that Landlord
is required to perform any improvements to the Premises under this Lease:
(i)  Landlord  shall  use diligent, good faith efforts  to  substantially
complete  any  such improvements to an extent that Tenant can  reasonably
occupy  the  Premises by the Commencement Date set forth  in  Article  1,
subject to Article 2 and the other provisions of this Lease, (ii)  Tenant
shall  use  diligent, good faith efforts to cooperate, and to  cause  its
space   planners,  architects,  contractors,  agents  and  employees   to
cooperate,  diligently  and in good faith with  Landlord  and  any  space
planners,   architects,  contractors  or  other  parties  designated   by
Landlord, such that any such improvements to the Premises can be planned,
permits  can be obtained, and the work can be substantially completed  by
the  Commencement Date set forth in Article 1, and (ii) the  Commencement
Date,   Rent   and  Tenant's  other  obligations  shall  be  subject   to
postponement  as  further described in Article 2.  In the  event  of  any
dispute  as  to  whether  any such improvements have  been  substantially
completed,  Landlord  may  refer  the matter  to  Landlord's  independent
architect,  whose good faith decision shall be final and binding  on  the
parties.

      C.    Tenant Occupying Premises During Improvements.  If Tenant  is
currently  occupying the Premises, whether pursuant to a prior  lease  or
otherwise,  and Landlord is required to perform any improvements  to  the
Premises  under this Lease, then notwithstanding any other  provision  of
this   Lease  to  the  contrary:  (i)  Landlord  shall  use  commercially
reasonable  efforts to minimize any disruption to Tenant's  occupancy  of
the  Premises  in  connection  therewith, (ii)  Landlord  shall  seek  to
substantially  complete the same by the Commencement Date  set  forth  in
Article  1,  or  within a reasonable time thereafter, but  shall  not  be
required to incur overtime or pay premiums to perform such work before or
after  the  Building  Hours, and may require  that  Tenant  cooperate  in
scheduling   and   staging  the  work  within  the  Premises   (including
cooperation  in moving personnel, furniture and equipment  or  permitting
Landlord  to  do  so),  and (iii) there shall be no postponement  of  the
Commencement  Date  or  abatement  of  Rent  as  a  result  of  any  such
improvements, or delays in substantially completing the same,  under  any
circumstances  (Tenant hereby acknowledging that it could  have  arranged
for  such  improvements  through an independent  contractor,  subject  to
Landlord's  approval, the other provisions of this Lease and  such  other
documentation as Landlord may have required).

                     ARTICLE 5:     QUIET ENJOYMENT

      Landlord  agrees that, if Tenant timely pays the Rent and  performs
the terms and provisions hereunder, Tenant shall hold the Premises during
the  Term  free  of  lawful  claims by any party  acting  by  or  through
Landlord, subject to all other terms and provisions of this Lease.

                  ARTICLE 6:     UTILITIES AND SERVICES

      A.    Standard  Landlord  Utilities and Services.   Landlord  shall
provide the following utilities and services (the cost of which shall  be
included in Expenses):

     (i)  Heat and air-conditioning to provide a temperature required, in
Landlord's reasonable opinion and in accordance with applicable Law,  for
occupancy of the Premises as offices during Building Hours (as defined in
Article 30).
<PAGE>
      (ii)  Water  from  city  mains for drinking,  lavatory  and  toilet
purposes  only,  at  those  points of supply  provided  for  nonexclusive
general  use  of  tenants at the Property, or points  of  supply  in  the
Premises  installed  by  or  with Landlord's  written  consent  for  such
purposes.

      (iii)      Cleaning  and trash removal in and  about  the  Premises
comparable to that provided as a standard service by landlords for office
space in comparable office buildings in the vicinity.

      (iv)  Passenger elevator service at all times (if the Property  has
such equipment serving the Premises, and subject to changes in the number
of  elevators  in  service after Building Hours or at other  times),  and
freight elevator service (if the Property has such equipment serving  the
Premises, and subject to scheduling by Landlord), in common with Landlord
and other parties.

      (v)   Electricity  for building-standard overhead  office  lighting
fixtures, and equipment and accessories customary for offices, where: (a)
Tenant  uses  an amount of electricity that is generally consistent  with
average office use at the Property, as reasonably determined by Landlord,
(b)  the  Systems  and Equipment are suitable, and the  safe  and  lawful
capacity thereof is not exceeded, and (c) sufficient capacity remains  at
all times for other existing and future tenants, as reasonably determined
by Landlord.

      B.    Additional Utilities and Services.  Landlord  shall  seek  to
provide such extra utilities or services as Tenant may from time to  time
request, if the same are reasonable and feasible for Landlord to  provide
and do not involve modifications or additions to the Property or existing
Systems  and  Equipment, and if Landlord shall receive  Tenant's  request
within  a  reasonable period prior to the time such  extra  utilities  or
services are required.  Landlord may comply with written or oral requests
by any officer or employee of Tenant, unless Tenant shall notify Landlord
of, or Landlord shall request, the names of authorized individuals (up to
3  for  each floor on which the Premises are located) and procedures  for
written requests.  Tenant shall pay, for any extra utilities or services,
such  standard  charges as Landlord shall from time  to  time  establish,
Landlord's out-of-pocket costs for architects, engineers, consultants and
other  parties relating to such extra utilities or services,  and  a  fee
equal  to  fifteen  percent  (15%) of such  costs  (provided,  Landlord's
standard  overtime HVAC charges, currently in the amount  of  $40.00  per
hour  or  portion thereof, per floor or portion thereof, with a four  (4)
hour  minimum  charge  on weekends and Holidays,  shall  not  require  an
additional  such  percentage  thereon).   All  payments  for  such  extra
utilities or services shall be due at the same time as the installment of
Base  Rent with which the same are billed, or if billed separately, shall
be  due within fifteen (15) days after such billing.  Landlord shall  not
be  responsible  for inadequate air-conditioning or ventilation  whenever
the  use  or  occupancy of the Premises exceeds the  normal  capacity  or
design loads of, affects the temperature or humidity otherwise maintained
by,  or  otherwise adversely affects the operation of,  the  Systems  and
Equipment  for  the  Property,  whether due  to  items  of  equipment  or
machinery  generating heat, above-normal concentrations of  personnel  or
equipment,  or  alterations to the Premises made  by  or  through  Tenant
without balancing the air or installing supplemental HVAC equipment.   In
any  such case, with at least fifteen (15) days advance notice to Tenant,
Landlord  may:  (i)  elect  to balance the air and/or  install,  operate,
maintain and replace such supplemental HVAC equipment during the Term, at
<PAGE>
Tenant's  reasonable  expense, as an extra utility or  service,  or  (ii)
require  that  Tenant  arrange for the same  as  Work  under  Article  9.
Notwithstanding  the  foregoing  to the contrary,  in  lieu  of  charging
separately for additional utilities and services, Landlord may reasonably
elect  from  time to time to expand the amounts of utilities or  services
available without separate charge, in which case the costs thereof  shall
be included respectively in Utility Costs or Expenses.

     C.   Monitoring.  Landlord may install and operate meters, submeters
or  any other reasonable system for monitoring or estimating any services
or utilities used by Tenant in excess of those required to be provided by
Landlord  under this Article (including a system for Landlord's  engineer
to  reasonably estimate any such excess usage).  If such system indicates
such  excess  services or utilities, Tenant shall pay Landlord's  charges
and  fees  as described in Paragraph B above for installing and operating
such  system  and any supplementary air-conditioning, ventilation,  heat,
electrical or other systems or equipment (or adjustments or modifications
to  the  existing  Systems and Equipment) which Landlord  may  make,  and
Landlord's  charges for such amount of excess services or utilities  used
by Tenant.

      D.    Interruptions and Changes.  Landlord shall have no  liability
for  interruptions, variations, shortages, failures, changes in  quality,
quantity,  character or availability of any utilities or services  caused
by  repairs, maintenance, replacements, alterations (including any  freon
retrofit  work),  labor  controversies, accidents,  inability  to  obtain
services, utilities or supplies, governmental or utility company acts  or
omissions,  requirements, guidelines or requests, or other causes  beyond
Landlord's reasonable control (or under any circumstances with respect to
utilities or services not required to be provided by Landlord hereunder).
Under no circumstances whatsoever shall any of the foregoing be deemed an
eviction or disturbance of Tenant's use and possession of the Premises or
any part thereof, serve to abate Rent, or relieve Tenant from performance
of  Tenant's  obligations under this Lease.  However, in any  such  event
after  receiving  notice,  Landlord  shall  use  commercially  reasonable
efforts  to  restore such utilities or services required to  be  provided
hereunder to reasonable levels.

           ARTICLE 7:     USE, COMPLIANCE WITH LAWS, AND RULES

      A.    Use of Premises.  Tenant shall use the Premises only for  the
permitted  use identified in Article 1, and no other purpose  whatsoever,
subject  to the other provisions of this Article and this Lease.   Unless
expressly  permitted in Article 1, Tenant shall not  use  or  permit  the
Premises to be used as a: (i) medical, dental, psychology, psychiatry  or
science  office  or  laboratory, (ii) telemarketing  "boiler-room"  sales
operation,  (iii)  "executive suite" or "legal suite" multi-party  shared
offices  operation, (iv) travel agency or reservation center, (v)  retail
real  estate  brokerage,  retail  stock  brokerage,  or  retail  bank  or
financial institution, (vi) computerized vehicle sales, loan or  "finder"
service, (vii) social-welfare office or governmental, quasi-governmental,
trade  association  or  union  office  or  activities,  (ix)  employment,
placement, recruiting or clerical support agency, (x) radio or television
studio or broadcasting or recording facility, or (xi) school, educational
facility  or  training  center (except for training  that  is  minor  and
ancillary to general office use and does not require parking in excess of
code requirements for general office use).
<PAGE>
      B.    Compliance  With  Laws.  Tenant shall comply  with  all  Laws
relating  to the Premises and Tenant's use of the Premises and  Property,
and  shall  promptly reimburse Landlord for any expenses Landlord  incurs
for  work  or other matters relating to areas outside of the Premises  in
order to comply with Laws as a result of Tenant's use of the Premises  or
Property;  provided, Tenant shall not be required by  this  provision  to
perform   structural  improvements  to  the  Premises  that   involve   a
significant capital expenditure and will result in a benefit to  Landlord
extending  beyond the Term, as it may be extended, unless required  by  a
Law  pertaining  to:  (i) Tenant's particular use  of  the  Premises  (as
opposed  to a Law that applies to office tenants in general),  (ii)  Work
performed  by  or  for  Tenant  or  any Transferee  (i.e.  excluding  any
improvements  or  work that Landlord is required to  perform  under  this
Lease), or (iii) other acts or omissions of Tenant or any Transferee.

     C.   Rules.  Tenant shall comply with the Rules set forth in Exhibit
B  attached  hereto  (the "Rules").  Landlord shall have  the  right,  by
notice to Tenant, to reasonably amend such Rules and supplement the  same
with other reasonable Rules relating to the Property, or the promotion of
safety,  care,  efficiency, cleanliness or good order therein.   Although
Landlord shall not discriminate against Tenant in the enforcement of  the
Rules,  nothing  herein shall be construed to give Tenant  or  any  other
Person any claim, demand or cause of action against Landlord arising  out
of  the violation of Laws or the Rules by any other tenant or visitor  of
the  Property, or out of the enforcement, modification or waiver  of  the
Rules by Landlord in any particular instance.

      D.    Other  Requirements.   So  long as  Tenant  receives  written
notification  of  the applicable requirements, Tenant shall  not  use  or
permit  the  Premises  or Property to be used in a  way  that  will:  (i)
violate  the requirements of Landlord's insurers, the American  Insurance
Association,  or any board of underwriters, (ii) cause a cancellation  of
Landlord's policies, impair the insurability of the Property, or increase
Landlord's  premiums (any such increase shall be paid by  Tenant  without
such  payment  being  deemed permission to continue such  activity  or  a
waiver  of  any  other  remedies  of  Landlord),  or  (iii)  violate  the
requirements of any Lenders, the certificates of occupancy issued for the
Premises   or  the  Property,  or  any  other  requirements,   covenants,
conditions  or restrictions affecting the Property at any time  (provided
none of the foregoing shall prohibit normal office use of the Premises in
compliance with the other provisions of this Lease).

                 ARTICLE 8:     MAINTENANCE AND REPAIRS

     Except for customary cleaning and trash removal provided by Landlord
under Article 6, casualty damage to be repaired by Landlord under Article
11,  Tenant  shall keep and maintain (or cause to be kept and maintained)
the Premises in good and sanitary condition, working order and repair, in
compliance  with all applicable Laws as described in Article  7,  and  as
required  under  other  provisions of this  Lease,  including  the  Rules
(including   any   carpet  and  other  flooring   material,   paint   and
wall-coverings,  doors, windows, ceilings, interior  surfaces  of  walls,
lighting,  plumbing  and other fixtures, alterations,  improvements,  and
systems  and  equipment in or exclusively serving  the  Premises  whether
installed  by  Landlord  or  Tenant).  In the  event  that  any  repairs,
maintenance  or  replacements are required, Tenant shall promptly  notify
Landlord  and arrange for the same either: (i) through Landlord for  such
reasonable  charges as Landlord may establish from time to time,  payable
within fifteen (15) days after billing, or (ii) at Landlord's option,  by
<PAGE>
engaging such contractors as Landlord shall first designate or approve in
writing  to  perform such work, all in a first class, workmanlike  manner
approved  by  Landlord in advance in writing and otherwise in  compliance
with  Article 9 respecting "Work".  Tenant shall promptly notify Landlord
concerning the necessity for any repairs or other work hereunder and upon
completion   thereof.   Tenant  shall  pay  Landlord  for  any   repairs,
maintenance  and  replacements  to areas  of  the  Property  outside  the
Premises  caused,  in  whole  or in part,  as  a  result  of  moving  any
furniture,  fixtures,  or  other property to or  from  the  Premises,  or
otherwise  by Tenant or its employees, agents, contractors,  or  visitors
(notwithstanding  anything  to the contrary  contained  in  this  Lease).
Except as provided in the preceding sentence, or for damage covered under
Article  11,  Landlord  shall  keep  the  roof,  structure,  Systems  and
Equipment,  and  common  areas  of the  Property  in  good  and  sanitary
condition, working order and repair (the cost of which shall be  included
in  Expenses to the extent permitted in the definition thereof in Article
30).

                  ARTICLE 9:     ALTERATIONS AND LIENS

      A.    Alterations  and  Approval.   Tenant  shall  not  attach  any
fixtures, equipment or other items to the Premises, or paint or make  any
other additions, changes, alterations or improvements to the Premises  or
the Systems and Equipment serving the Premises (all such work is referred
to  collectively herein as the "Work"), without the prior written consent
of  Landlord.   Landlord shall not unreasonably withhold consent,  except
that  Landlord reserves the right to withhold consent in Landlord's  sole
discretion  for  Work  affecting  the structure,  safety,  efficiency  or
security of the Property or Premises, the Systems and Equipment,  or  the
appearance of the Premises from any common or public areas.  Landlord may
only require removal of Work installed by or for Tenant as provided under
Article 23.

      B.    Approval Conditions.  Landlord reserves the right  to  impose
reasonable  requirements as a condition of such consent or  otherwise  in
connection  with  the Work, including requirements that Tenant:  (i)  use
parties contained on Landlord's approved list (if reputable and available
on  commercially reasonable terms) or submit for Landlord's prior written
approval  the names, addresses and background information concerning  all
architects,  engineers, contractors, subcontractors and suppliers  Tenant
proposes  to  use,  (ii) submit for Landlord's written approval  detailed
plans  and  specifications prepared by licensed and competent  architects
and  engineers,  (iii) obtain and post permits, (iv)  provide  additional
insurance,  bonds  and/or other reasonable security and/or  documentation
protecting against damages, liability and liens, (v) use union labor  (if
Landlord  uses  union labor), (vi) permit Landlord or its representatives
to inspect the Work at reasonable times, and (vii) comply with such other
reasonable requirements as Landlord may impose concerning the manner  and
times  in  which such Work shall be done.  Landlord may require that  all
Work  be  performed under Landlord's supervision.  If Landlord  consents,
inspects, supervises, recommends or designates any architects, engineers,
contractors, subcontractors or suppliers, the same shall not be deemed  a
warranty  as  to the adequacy of the design, workmanship  or  quality  of
materials, or compliance of the Work with the plans and specifications or
any Laws.

      C.    Performance of Work.  All Work shall be performed: (i)  in  a
thoroughly  first class, professional and workmanlike manner,  (ii)  only
with  materials that are new, high quality, and free of material defects,
<PAGE>
(iii)   only   by  parties,  and  strictly  in  accordance  with   plans,
specifications, and other matters, approved or designated by Landlord  in
advance  in  writing, (iv) so as not to adversely affect the Systems  and
Equipment  or the structure of the Property, (v) diligently to completion
and  so as to avoid any disturbance, disruption or inconvenience to other
tenants  and  the operation of the Property, and (vi) in compliance  with
all  Laws,  the Rules and other provisions of this Lease, and such  other
reasonable requirements as Landlord may impose concerning the manner  and
times  in  which  such Work shall be done.  Any floor,  wall  or  ceiling
coring work or penetrations or use of noisy or heavy equipment which  may
interfere  with the conduct of business by other tenants at the  Property
shall,  at  Landlord's option, be performed at times other than  Building
Hours  (at Tenant's sole cost).  If Tenant fails to perform the  Work  as
required herein or the materials supplied fail to comply herewith or with
the  specifications approved by Landlord, and Tenant fails to  cure  such
failure  within 48 hours after written or oral notice by Landlord (except
notice  shall  not be required in emergencies), Landlord shall  have  the
right to stop the Work until such failure is cured (which shall not limit
Landlord's  other  remedies and shall not serve  to  abate  the  Rent  or
Tenant's  other  obligations under this Lease).  Upon completion  of  any
Work  hereunder,  Tenant shall provide Landlord with  "as  built"  plans,
copies of all construction contracts, and proof of payment for all  labor
and materials.

      D.    Liens.   Tenant shall pay all costs for the  Work  when  due.
Tenant  shall  keep the Property, Premises and this Lease free  from  any
mechanic's,  materialman's, architect's, engineer's or similar  liens  or
encumbrances, and any claims therefor, or stop or violation  notices,  in
connection  with  any  Work.  If contemplated under applicable  statutory
procedures,  Tenant  shall post and record appropriate  notices  of  non-
responsibility on behalf of Landlord, and shall give Landlord  notice  at
least  ten  (10)  days prior to the commencement of  any  Work  (or  such
additional  time  as may be necessary under applicable Laws),  to  afford
Landlord  the opportunity of posting and recording any other  notices  of
non-responsibility.   Tenant  shall  remove  any  such  claim,  lien   or
encumbrance, or stop or violation notices of record, by bond or otherwise
within thirty (30) days after notice by Landlord.  If Tenant fails to  do
so,  Landlord  may pay the amount (or any portion thereof) or  take  such
other  action as Landlord deems necessary to remove such claim,  lien  or
encumbrance, or stop or violation notices, without being responsible  for
investigating  the  validity  thereof.  The  amount  so  paid  and  costs
incurred  by  Landlord shall be deemed additional Rent under  this  Lease
payable upon demand, without limitation as to other remedies available to
Landlord.  Nothing contained in this Lease shall authorize Tenant  to  do
any act which shall subject Landlord's title to, or any Lender's interest
in,  the  Property or Premises to any such claims, liens or encumbrances,
or  stop  or  violation notices, whether claimed pursuant to  statute  or
other Law or express or implied contract.

     E.   Landlord's Fees and Costs.  Tenant shall pay Landlord a fee for
reviewing, scheduling, monitoring, supervising, and providing access  for
or  in connection with the Work, in an amount equal to five percent  (5%)
of  the  total  cost  of the Work (including costs of plans  and  permits
therefor),  and  Landlord's actual, reasonable  out-of-pocket  costs  (if
any),  including  any  costs  for  security,  utilities,  trash  removal,
temporary   barricades,   janitorial,   engineering,   architectural   or
consulting  services,  and  other matters in connection  with  the  Work,
payable within fifteen (15) days after billing.
<PAGE>
       ARTICLE 10:    INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS

      A.   Required Insurance. Tenant shall maintain during the Term: (i)
commercial general liability ("CGL") insurance, with limits of  not  less
than $1,000,000 for personal injury, bodily injury or death, and property
damage  or  destruction (including loss of use thereof), combined  single
limit, for any one occurrence, and $2,000,000 in the aggregate per policy
year,  with endorsements: (a) for contractual liability covering Tenant's
indemnity  obligations  under this Lease, and (b)  adding  Landlord,  the
management  company  for  the  Property,  and  other  parties  reasonably
designated  by  Landlord,  as  additional  insureds,  and  (ii)  primary,
noncontributory,   extended  coverage  or  "all-risk"   property   damage
insurance   (including   installation  floater   insurance   during   any
alterations  or improvements that Tenant makes to the Premises)  covering
any alterations or improvements beyond any work or allowance provided  by
Landlord  under  this  Lease,  and Tenant's personal  property,  business
records, fixtures and equipment, for damage or other loss caused by  fire
or  other casualty or cause including, but not limited to, vandalism  and
malicious  mischief, theft, water damage of any type, including sprinkler
leakage,  bursting or stoppage of pipes, explosion, business interruption
(for at least nine (9) months), and other insurable risks in amounts  not
less  than the full insurable replacement value of such property and full
insurable  value of such other interests of Tenant (subject to reasonable
deductible amounts).

      B.   Certificates and Other Matters.  Tenant shall provide Landlord
with certificates evidencing the coverage required hereunder prior to the
Commencement  Date,  or Tenant's entry to the Premises  for  delivery  of
materials or construction of improvements or any other purpose (whichever
first  occurs).   Such  certificates  shall  state  that  such  insurance
coverage  may  not be reduced, canceled or allowed to expire  without  at
least  thirty  (30)  days' prior written notice to  Landlord,  and  shall
include, as attachments, originals of the additional insured endorsements
to  Tenant's  CGL  policy required above.  Tenant shall  provide  renewal
certificates to Landlord at least thirty (30) days prior to expiration of
such  policies.  Except as provided to the contrary herein, any insurance
carried by Landlord or Tenant shall be for the sole benefit of the  party
carrying such insurance.  Tenant's insurance policies shall be primary to
all  policies  of  Landlord  and  any other  additional  insureds  (whose
policies  shall  be deemed excess and non-contributory).   All  insurance
required hereunder shall be provided by responsible insurers licensed  in
the  State  in  which the Property is located, and shall have  a  general
policy holder's rating of at least A- and a financial rating of at  least
X  in  the  then  current edition of Best's Insurance Reports.   Landlord
disclaims  any representation as to whether the foregoing coverages  will
be adequate to protect Tenant.

     C.    Mutual  Waiver of Claims and Subrogation.  The parties  hereby
mutually  waive all claims against each other for all losses  covered  or
required  to be covered hereunder by their respective insurance policies,
and  waive  all  rights of subrogation of their respective insurers;  for
purposes hereof, any deductible amount shall be treated as though it were
recoverable  under  such policies.  SUCH MUTUAL WAIVER  OF  CLAIMS  SHALL
APPLY REGARDLESS OF THE NEGLIGENCE OR GROSS NEGLIGENCE OF THE OTHER PARTY
OR  ITS  AFFILIATES, AGENTS OR EMPLOYEES.  The parties agree  that  their
respective  insurance policies are now, or shall be, endorsed  such  that
said  waiver of subrogation shall not affect the right of the insured  to
recover thereunder.
<PAGE>
                     ARTICLE 11:    CASUALTY DAMAGE

      A.    Restoration.  Tenant shall promptly notify  Landlord  of  any
damage to the Premises by fire or other casualty.  If the Premises or any
common areas of the Property providing access thereto shall be damaged by
fire  or  other casualty, Landlord shall use available insurance proceeds
to restore the same.  Such restoration shall be to substantially the same
condition as prior to the casualty, except for modifications required  by
zoning  and  building codes and other Laws or by any  Lender,  any  other
modifications to the common areas deemed desirable by Landlord  (provided
access  to  the  Premises is not materially impaired),  and  except  that
Landlord  shall  not  be required to repair or replace  any  of  Tenant's
furniture,   furnishings,  fixtures,  systems  or   equipment,   or   any
alterations  or improvements in excess of any work or allowance  provided
by  Landlord  under  this  Lease.  Tenant shall reasonably  cooperate  in
approving  any  plans  for  repairs to the  Premises  hereunder,  and  in
vacating  the  Premises to the extent reasonably required  to  avoid  any
interference  or  delay  in Landlord's repair work.   Promptly  following
completion  of Landlord's work, Tenant shall repair and replace  Tenant's
furniture,   furnishings,  fixtures,  systems  or  equipment,   and   any
alterations or improvements made by Tenant in excess of those provided by
Landlord, subject to and in compliance with the other provisions of  this
Lease.

      B.    Abatement  of  Rent.  Landlord shall not be  liable  for  any
inconvenience  or  annoyance  to Tenant or its  visitors,  or  injury  to
Tenant's  business resulting in any way from such damage  or  the  repair
thereof.   However, Landlord shall use available rent  loss  proceeds  to
allow  Tenant  a  proportionate abatement of Rent from the  date  of  the
casualty   through   the  date  that  Landlord  substantially   completes
Landlord's repair obligations hereunder (or the date that Landlord  would
have  substantially completed such repairs, but for delays by  Tenant  or
any  other  occupant of the Premises, or any of their agents,  employees,
invitees,  Transferees  and contractors), provided  such  abatement:  (i)
shall  apply  only  to the extent the Premises are untenantable  for  the
purposes  permitted under this Lease and not used by Tenant as  a  result
thereof,  based proportionately on the square footage of the Premises  so
affected  and not used, and (ii) shall not apply if Tenant or  any  other
occupant  of  the Premises, or any of their agents, employees,  invitees,
Transferees or contractors caused the damage.

      C.    Termination of Lease.  Notwithstanding the foregoing  to  the
contrary, in lieu of performing the restoration work, Landlord may  elect
to   terminate  this  Lease  by  notifying  Tenant  in  writing  of  such
termination  within  ninety (90) days after  the  date  of  damage  (such
termination  notice  to  include a termination date  providing  at  least
thirty  (30)  days for Tenant to vacate the Premises),  if  the  Property
shall  be  materially  damaged by Tenant or any  other  occupant  of  the
Premises,  or  any of their agents, employees, invitees,  Transferees  or
contractors,  or  if  the  Property shall be damaged  by  fire  or  other
casualty  or  cause  such that: (i) repairs to the  Premises  and  access
thereto cannot reasonably be completed within 120 days after the casualty
without the payment of overtime or other premiums, (ii) more than twenty-
five  percent (25%) of the Premises is affected by the damage  and  fewer
than  twenty-four (24) months remain in the Term, or any material  damage
occurs  to  the Premises during the last twelve (12) months of the  Term,
(iii)  any  Lender  shall  require that the  insurance  proceeds  or  any
material  portion thereof be used to retire the Mortgage debt  (or  shall
terminate  the  ground lease, as the case may be), or the damage  is  not
<PAGE>
fully  covered, except for reasonable deductible amounts,  by  Landlord's
insurance  policies,  or  (iv)  the cost  of  the  repairs,  alterations,
restoration or improvement work would exceed thirty-five percent (35%) of
the  replacement value of the Building (whether or not the  Premises  are
affected  by  the  damage).  Tenant agrees that  the  abatement  of  Rent
provided  herein  shall be Tenant's sole recourse in the  event  of  such
damage,  and waives any other rights Tenant may have under any applicable
Law  to perform repairs or terminate the Lease by reason of damage to the
Premises or Property.

                       ARTICLE 12:    CONDEMNATION

     If at least fifty percent (50%) of the rentable area of the Premises
shall  be  taken by power of eminent domain or condemned by  a  competent
authority or by conveyance in lieu thereof for public or quasi-public use
("Condemnation"), including any temporary taking for a period of one year
or longer, this Lease shall terminate on the date possession for such use
is  so  taken.  If: (i) less than fifty percent (50%) of the Premises  is
taken,  but  the  taking includes or affects a material  portion  of  the
Building  or Property, or the economical operation thereof, or  (ii)  the
taking is temporary and will be in effect for less than one year but more
than  thirty (30) days, then in either such event, Landlord may elect  to
terminate  this  Lease upon at least thirty (30) days'  prior  notice  to
Tenant.  The parties further agree that: (a) if this Lease is terminated,
all  Rent shall be apportioned as of the date of such termination or  the
date  of  such taking, whichever shall first occur, (b) if the taking  is
temporary,  Rent  shall not be abated for the period of the  taking,  but
Tenant may seek a condemnation award therefor (and the Term shall not  be
extended  thereby), and (c) if this Lease is not terminated but any  part
of  the  Premises is permanently taken, the Rent shall be proportionately
abated  based  on the square footage of the Premises so taken.   Landlord
shall  be  entitled to receive the entire award or payment in  connection
with such Condemnation and Tenant hereby assigns to Landlord any interest
therein for the value of Tenant's unexpired leasehold estate or any other
claim  and  waives any right to participate therein, except  that  Tenant
shall have the right to file any separate claim available to Tenant for a
temporary  taking  of the leasehold as described above,  and  for  moving
expenses  and  any  taking of Tenant's personal property,  provided  such
award  is  separately payable to Tenant and does not diminish  the  award
available to Landlord or any Lender.

                ARTICLE 13:    ASSIGNMENT AND SUBLETTING

     A.   Transfers.  Tenant shall not, without the prior written consent
of  Landlord, which consent shall not be unreasonably withheld as further
described below: (i) assign, mortgage, pledge, hypothecate, encumber,  or
permit  any lien to attach to, or otherwise transfer, this Lease  or  any
interest  hereunder, by operation of Law or otherwise,  (ii)  sublet  the
Premises or any part thereof, (iii) permit the use of the Premises by any
Persons  other  than Tenant and its employees (all of the  foregoing  are
hereinafter  sometimes referred to collectively as  "Transfers"  and  any
Person  to  whom any Transfer is made or sought to be made is hereinafter
sometimes  referred  to  as  a  "Transferee"),  or  (iv)  advertise   for
Transfers.   If  Tenant shall desire Landlord's consent to any  Transfer,
Tenant shall notify Landlord in writing, which notice shall include:  (a)
the proposed effective date (which shall not be less than thirty (30) nor
<PAGE>
more  than  180  days  after Tenant's notice), (b)  the  portion  of  the
Premises to be Transferred (herein called the "Subject Space"),  (c)  the
terms  of the proposed Transfer and the consideration therefor, the name,
address  and  background information concerning the proposed  Transferee,
and  a true and complete copy of all proposed Transfer documentation, (d)
financial  statements (balance sheets and income/expense  statements  for
the  current  and  prior year) of the proposed Transferee,  in  form  and
detail  reasonably  satisfactory to Landlord, certified  by  an  officer,
partner  or owner of the Transferee, (e) at least one favorable financial
and  business  character/reputation reference respecting  the  Transferee
from  a  current  or  recent  commercial  landlord,  and  (f)  any  other
reasonable  information  to enable Landlord to  determine  the  financial
responsibility,  character, and reputation of  the  proposed  Transferee,
nature  of  such  Transferee's business and proposed use of  the  Subject
Space  or as Landlord may reasonably request.  Any Transfer made  without
complying  with this Article shall, at Landlord's option, be  null,  void
and  of  no  effect,  or  shall constitute a Default  under  this  Lease.
Whether or not Landlord shall grant consent, Tenant shall pay any actual,
reasonable  outside  legal  fees (if any) incurred  by  Landlord,  within
fifteen (15) days after Landlord's written request.

      B.   Approval.  Landlord will not unreasonably withhold its consent
to  any  proposed Transfer of the Subject Space to the Transferee on  the
terms  specified in Tenant's notice.  The parties hereby  agree  that  it
shall  be  reasonable under this Lease and under any applicable  Law  for
Landlord to withhold consent to any proposed Transfer where one  or  more
of  the  following  applies (without limitation as  to  other  reasonable
grounds for withholding consent): (i) the Transferee is of a character or
reputation  or  engaged in a business which is not  consistent  with  the
quality or nature of the Property or other tenants of the Property,  (ii)
the  Transferee intends to use the Subject Space for purposes  which  are
not permitted under this Lease, (iii) the Subject Space is not regular in
shape  with  appropriate means of ingress and egress suitable for  normal
renting  purposes,  would  result in more than  a  reasonable  number  of
occupants,  or  would require increased services by  Landlord,  (iv)  the
Transferee  is  a government (or agency or instrumentality thereof),  (v)
the  proposed Transferee or any affiliate thereof is an occupant  of  the
Property  (or  of  any complex in which the Property is located)  or  has
negotiated  to  lease  space in the Property (or in  such  complex)  from
Landlord  during  the prior six (6) months, (vi) the proposed  Transferee
does  not  have,  in  Landlord's good faith  determination,  satisfactory
references  or  a  reasonable  financial condition  in  relation  to  the
obligations  to  be  assumed in connection with the Transfer,  (vii)  the
Transfer  involves  a partial or collateral assignment,  a  mortgage,  or
other  encumbrance  on this Lease, (viii) the proposed Transfer  involves
conversion,  merger or consolidation of Tenant into a  limited  liability
company  or  limited  liability partnership which would  have  the  legal
effect  of  releasing Tenant from any obligations under this Lease,  (ix)
the proposed Transfer would cause Landlord to be in violation of any Laws
or  any  other lease, Mortgage or agreement to which Landlord is a party,
or  would  give a tenant of the Property a right to cancel its lease,  or
(x)  Tenant  has  committed  and failed to cure  a  Default.   If  Tenant
disagrees with Landlord's decision to deny approval, Tenant's sole remedy
shall  be  to  seek immediate declaratory and injunctive relief,  and  to
recover attorneys' fees and costs as a prevailing party under Article 17.
<PAGE>
      C.   Transfer Premiums.  If Landlord consents to a Transfer, and as
a  condition thereto which the parties hereby agree is reasonable, Tenant
shall  retain fifty percent (50%) of any Transfer Premium, and shall  pay
Landlord  fifty percent (50%) of any Transfer Premium, derived by  Tenant
from  such  Transfer.  "Transfer Premium" shall mean:  (i)  for  a  lease
assignment, all consideration paid or payable therefor, and  (ii)  for  a
sublease, all rent, additional rent or other consideration paid  by  such
Transferee in excess of the Rent payable by Tenant under this Lease (on a
monthly  basis during the Term, and on a per rentable square foot  basis,
if  less  than  all  of  the  Premises  is  transferred).   In  any  such
computation, Tenant: (a) may subtract any reasonable direct out-of-pocket
costs  incurred  in  connection with such Transfer, such  as  advertising
costs,  brokerage commissions, attorneys' fees and leasehold improvements
for  the  Subject Space, and (b) shall include in the "Transfer  Premium"
any  so-called  "key money" or other bonus amount paid by  Transferee  to
Tenant,  and  any  payments in excess of fair market value  for  services
rendered  by Tenant to Transferee or in excess of fair market  value  for
assets, fixtures, inventory, equipment or furniture transferred by Tenant
to  Transferee.  If part of the consideration for such Transfer shall  be
payable   other   than  in  cash,  Landlord's  share  of  such   non-cash
consideration  shall  be  in such form as is reasonably  satisfactory  to
Landlord.   Tenant shall pay the percentage of the Transfer  Premium  due
Landlord  hereunder  within fifteen (15) days after Tenant  receives  any
Transfer Premium from the Transferee.

      D.   Recapture.  Notwithstanding anything to the contrary contained
in  this  Article,  Landlord shall have the option, by giving  notice  to
Tenant  within thirty (30) days after receipt of Tenant's notice  of  any
proposed  Transfer,  to recapture the Premises or  Subject  Space.   Such
recapture  notice shall cancel and terminate this Lease with  respect  to
the  Premises or Subject Space, as the case may be, as of the date stated
in  Tenant's notice as the effective date of the proposed Transfer (or at
Landlord's  option, such notice shall cause the Transfer to  be  made  to
Landlord or its agent or nominee, in which case the parties shall execute
reasonable  Transfer documentation promptly thereafter).  If  this  Lease
shall be canceled with respect to less than the entire Premises, the Rent
herein  shall  be prorated on the basis of the number of rentable  square
feet  retained  by Tenant in proportion to the number of rentable  square
feet  contained in the Premises, this Lease as so amended shall  continue
thereafter in full force and effect, and upon request of either party the
parties  shall  execute written confirmation of the same.   Tenant  shall
surrender and vacate the Premises or Subject Space, as the case  may  be,
when required hereunder in accordance with Article 23, and any failure to
do so shall be subject to Article 24.

      E.   Terms of Consent.  If Landlord consents to a Transfer: (i) the
terms and conditions of this Lease, including Tenant's liability for  the
Subject Space, shall in no way be deemed to have been waived or modified,
(ii) such consent shall not be deemed consent to any further Transfer  by
either  Tenant or a Transferee, (iii) no Transferee shall succeed to  any
rights provided in this Lease or any amendment hereto to extend the  Term
of this Lease, expand the Premises, or lease other space, any such rights
being deemed personal to the initial Tenant, (iv) Tenant shall deliver to
Landlord,  promptly  after execution, an original executed  copy  of  all
documentation pertaining to the Transfer in form reasonably acceptable to
Landlord, and (v) Tenant shall furnish a complete statement, certified by
an independent certified public accountant or Tenant's financial officer,
setting  forth  in  detail the computation of any Transfer  Premium  that
Tenant has derived and shall derive from such Transfer.  Landlord or  its
<PAGE>
authorized  representatives shall have the right at all reasonable  times
to  audit  the  books, records and papers of Tenant  and  any  Transferee
relating  to  any  Transfer, and shall have  the  right  to  make  copies
thereof.  If the Transfer Premium respecting any Transfer shall be  found
to  have been understated, Tenant shall pay the deficiency within fifteen
(15)  days  after  demand (and if understated by more than  five  percent
(5%),  Tenant  shall include with such payment Landlord's costs  of  such
audit).  Any sublease hereunder shall be subordinate and subject  to  the
provisions  of  this Lease, and if this Lease shall be terminated  during
the  term  of any sublease, whether based on Default or mutual agreement,
Landlord  shall have the right to: (a) deem such sublease as  merged  and
canceled  and  repossess the Subject Space by any lawful  means,  or  (b)
require  that  such  subtenant attorn to and recognize  Landlord  as  its
landlord  under  such  sublease  with  respect  to  obligations   arising
thereafter,  subject  to  the  terms  of  Landlord's  standard  form   of
attornment  documentation.  If Tenant shall commit a Default  under  this
Lease, Landlord is hereby irrevocably authorized to direct any Transferee
to make all payments under or in connection with the Transfer directly to
Landlord  (which  Landlord shall apply toward Tenant's obligations  under
this Lease).

      F.    Certain  Transfers.  For purposes of  this  Lease,  the  term
"Transfer" shall also include, and all of the foregoing provisions  shall
apply  to: (i) the conversion, merger or consolidation of Tenant  into  a
limited  liability  company  or limited liability  partnership,  (ii)  if
Tenant  is a partnership or limited liability company, the withdrawal  or
change,  voluntary, involuntary or by operation of law, of a majority  of
the  partners  or members, or a transfer of a majority of partnership  or
membership interests, within a twelve month period, or the dissolution of
the  partnership  or  company, and (iii) if  Tenant  is  a  closely  held
corporation  (i.e.,  whose  stock is not publicly  held  and  not  traded
through  an  exchange  or  over the counter),  the  dissolution,  merger,
consolidation or other reorganization of Tenant, or within a twelve month
period: (a) the sale or other transfer of more than an aggregate  of  50%
of the voting shares of Tenant (other than to immediate family members by
reason  or  gift  or death) or (b) the sale, mortgage,  hypothecation  or
pledge of more than an aggregate of 50% of Tenant's net assets.

         ARTICLE 14:    PERSONAL PROPERTY, RENT AND OTHER TAXES

      Tenant shall pay, prior to delinquency, all taxes, charges or other
governmental  impositions assessed against or levied upon  all  fixtures,
furnishings,  personal  property, built-in  and  modular  furniture,  and
systems  and  equipment located in or exclusively serving  the  Premises,
notwithstanding  that certain such items may become  Landlord's  property
under  Article  23  upon  termination of the Lease.   Whenever  possible,
Tenant  shall  cause all such items to be assessed and billed  separately
from  the other property of Landlord.  In the event any such items  shall
be  assessed and billed with the other property of Landlord, Tenant shall
pay  Landlord Tenant's share of such taxes, charges or other governmental
impositions within fifteen (15) days after Landlord delivers a  statement
and a copy of the assessment or other documentation showing the amount of
impositions applicable to Tenant's property.  Tenant shall pay  any  rent
tax,  sales tax, service tax, transfer tax, value added tax, or any other
applicable  tax on the Rent, utilities or services herein, the  privilege
of renting, using or occupying the Premises or collecting Rent therefrom,
or  otherwise  respecting  this Lease or any other  document  entered  in
connection herewith.
<PAGE>
                   ARTICLE 15:    LANDLORD'S REMEDIES

      A.    Default.  The occurrence of any one or more of the  following
events  shall  constitute a "Default" by Tenant and shall  give  rise  to
Landlord's remedies set forth in Paragraph B below: (i) failure  to  make
when  due  any payment of Rent, unless such failure is cured within  five
(5)  days  after notice; (ii) failure to observe or perform any  term  or
condition  of  this Lease other than the payment of Rent  (or  the  other
matters expressly described herein), unless such failure is cured  within
any  period  of  time  following notice expressly provided  with  respect
thereto in other Articles hereof, or otherwise within a reasonable  time,
but in no event more than thirty (30) days following notice (provided, if
the  nature  of  Tenant's failure is such that more  time  is  reasonably
required  in  order  to cure, Tenant shall not be in  Default  if  Tenant
commences to cure promptly within such period, diligently seeks and keeps
Landlord   reasonably  advised  of  efforts  to  cure  such  failure   to
completion,  and  completes such cure within sixty  (60)  days  following
Landlord's notice); (iii) failure to cure immediately upon notice thereof
any  condition which is hazardous, interferes with another tenant or  the
operation  or leasing of the Property, or may cause the imposition  of  a
fine,  penalty  or other remedy on Landlord or its agents or  affiliates,
(iv)  violating  Article  13  respecting  Transfers,  or  abandoning  the
Premises  ("abandonment" under this Lease shall mean vacating or  failing
to  occupy  the Premises for more than thirty (30) days while  Tenant  is
delinquent in paying Rent), or (v) (a) making by Tenant or any  guarantor
of  this Lease ("Guarantor") of any general assignment for the benefit of
creditors, (b) filing by or for reorganization or arrangement  under  any
Law  relating  to  bankruptcy or insolvency (unless, in  the  case  of  a
petition  filed against Tenant or such Guarantor, the same  is  dismissed
within  thirty  (30) days), (c) appointment of a trustee or  receiver  to
take  possession of substantially all of Tenant's assets located  in  the
Premises or of Tenant's interest in this Lease, where possession  is  not
restored to Tenant within thirty (30) days, (d) attachment, execution  or
other judicial seizure of substantially all of Tenant's assets located in
the  Premises or of Tenant's interest in this Lease, (e) Tenant's or  any
Guarantor's convening of a meeting of its creditors or any class  thereof
for  the  purpose  of effecting a moratorium upon or composition  of  its
debts,  (f)  Tenant's  or  any  Guarantor's  insolvency  or  failure,  or
admission  of  an  inability, to pay debts  as  they  mature,  or  (g)  a
violation by Tenant or any affiliate of Tenant under any other  lease  or
agreement  with  Landlord or any affiliate thereof  which  is  not  cured
within  the  time permitted for cure thereunder.  If Tenant violates  the
same  term  or  condition of this Lease on two (2) occasions  during  any
twelve  (12)  month period, and Landlord has provided  notice  to  Tenant
thereof  within  thirty  (30) days following each  such  violation,  then
Landlord  shall have the right to exercise all remedies for  any  further
violations  of  the same term or condition during the  next  twelve  (12)
months  without providing further notice or an opportunity to  cure  such
violation.   The notice and cure periods herein are intended  to  satisfy
and  run  concurrently with any notice and cure periods provided by  Law,
and shall not be in addition thereto.

      B.   Remedies.  If a Default occurs, Landlord shall have the rights
and  remedies hereinafter set forth to the extent permitted by Law, which
shall  be distinct, separate and cumulative with and in addition  to  any
other  right or remedy allowed under any Law or other provision  of  this
Lease:
<PAGE>
      (1)   Landlord may terminate Tenant's right of possession,  reenter
and repossess the Premises by detainer suit, summary proceedings or other
lawful  means, with or without terminating this Lease (except as required
by  Law),  and  recover  from  Tenant: (i) any  unpaid  Rent  as  of  the
termination  date,  (ii) the amount by which: (a) any unpaid  Rent  which
would  have accrued after the termination date during the balance of  the
Term  exceeds  (b)  the reasonable rental value of the Premises  under  a
lease  substantially  similar to this Lease, taking into  account,  among
other  things,  the  condition of the Premises,  market  conditions,  the
period  of time the Premises may reasonably remain vacant before Landlord
is  able to re-lease the same to a suitable replacement tenant, and Costs
of Reletting (as defined in Paragraph H below) that Landlord may incur in
order  to  enter  such  replacement lease, and (iii)  any  other  amounts
necessary  to compensate Landlord for all damages proximately  caused  by
Tenant's  failure  to  perform its obligations  under  this  Lease.   For
purposes  of computing the amount of Rent herein that would have  accrued
after  the termination date, Tenant's obligations for Taxes and  Expenses
shall  be projected based upon the average rate of increase in such items
from  the  Commencement Date through the termination  date  (or  if  such
period  shall  be  less  than  three  years,  then  based  on  Landlord's
reasonable  estimates).   The amounts computed  in  accordance  with  the
foregoing  subclauses (a) and (b) shall both be discounted in  accordance
with  accepted  financial practice at the rate of five percent  (5%)  per
annum to the then present value.

      (2)   Landlord may terminate Tenant's right of possession,  reenter
and repossess the Premises by detainer suit, summary proceedings or other
lawful  means, with or without terminating this Lease (except as required
by  Law),  and recover from Tenant: (i) any unpaid Rent as  of  the  date
possession  is terminated, (ii) any unpaid Rent which thereafter  accrues
during  the Term from the date possession is terminated through the  time
of  judgment  (or  which may have accrued from the time  of  any  earlier
judgment  obtained  by  Landlord), less any consideration  received  from
replacement  tenants  as  further  described  and  applied  pursuant   to
Paragraph  H, below, and (iii) any other amounts necessary to  compensate
Landlord  for  all  damages proximately caused  by  Tenant's  failure  to
perform  its  obligations  under  this  Lease,  including  all  Costs  of
Reletting (as defined in Paragraph H below).  Tenant shall pay  any  such
amounts  to  Landlord as the same accrue or after the same  have  accrued
from  time  to time upon demand.  At any time after terminating  Tenant's
right to possession as provided herein, Landlord may terminate this Lease
as  provided in clause (1) above by notice to Tenant and may pursue  such
other remedies as may be available to Landlord under this Lease or Law.

      C.    Mitigation of Damages.  If Landlord terminates this Lease  or
Tenant's  right  to possession, Landlord shall be obligated  to  mitigate
Landlord's  damages  if  and to the extent required  by  applicable  Law,
subject  to  the following: (i) Landlord shall be required  only  to  use
reasonable  efforts to mitigate, which shall not exceed such  efforts  as
Landlord  generally  uses  to lease other space  at  the  Property,  (ii)
Landlord will not be deemed to have failed to mitigate if Landlord or its
affiliates  lease  any other portions of the Property or  other  projects
owned  by Landlord or its affiliates in the same geographic area,  before
reletting  all or any portion of the Premises, and (iii) any  failure  to
mitigate  as  described herein with respect to any period of  time  shall
only  reduce  the  Rent and other amounts to which Landlord  is  entitled
hereunder  by  the  reasonable rental value of the Premises  during  such
period,  taking into account the factors described in clause B(1)  above.
In recognition that the value of the Property depends on the rental rates
<PAGE>
and  terms  of  leases  therein, Landlord's rejection  of  a  prospective
replacement  tenant  based  on  an  offer  of  rentals  below  Landlord's
published rates for new leases of comparable space at the Property at the
time  in  question, or at Landlord's option, below the rates provided  in
this  Lease,  or  containing terms less favorable  than  those  contained
herein, shall not give rise to a claim by Tenant that Landlord failed  to
mitigate  Landlord's damages.  If Landlord has not terminated this  Lease
or  Tenant's  right to possession, Landlord shall have no  obligation  to
mitigate  under any circumstances and may permit the Premises  to  remain
vacant or abandoned; in such case, Tenant may seek to mitigate damages by
attempting  to  sublease the Premises or assign this  Lease  pursuant  to
Article 13.

      D.    Reletting.  If this Lease or Tenant's right to possession  is
terminated, or Tenant abandons the Premises, Landlord may: (i) enter  and
secure  the  Premises, change the locks, install barricades,  remove  any
improvements, fixtures or other property of Tenant therein,  perform  any
decorating, remodelling, repairs, alterations, improvements or  additions
and  take  such  other actions as Landlord shall determine in  Landlord's
sole  discretion  to prevent damage or deterioration to the  Premises  or
prepare the same for reletting, and (ii) relet all or any portion of  the
Premises (separately or as part of a larger space), for any rent, use  or
period  of time (which may extend beyond the Term hereof), and  upon  any
other  terms  as Landlord shall determine in Landlord's sole  discretion,
directly  or  as Tenant's agent (if permitted or required  by  applicable
Law).   The  consideration received from such reletting shall be  applied
pursuant  to  the terms of Paragraph H hereof, and if such consideration,
as  so  applied, is not sufficient to cover all Rent and damages to which
Landlord  may  be entitled hereunder, Tenant shall pay any deficiency  to
Landlord as the same accrues or after the same has accrued from  time  to
time upon demand, subject to Paragraph C and the other provisions hereof.

      E.    Specific  Performance, Collection of Rent  and  Acceleration.
Landlord shall at all times have the right without prior demand or notice
except  as  required  by  applicable Law to: (i)  seek  any  declaratory,
injunctive or other equitable relief, and specifically enforce this Lease
or  restrain  or enjoin a violation of any provision hereof,  and  Tenant
hereby  waives  any right to require that Landlord post a bond  or  other
security in connection therewith, and (ii) sue for and collect any unpaid
Rent  which  has  accrued.   Notwithstanding  anything  to  the  contrary
contained  in  this  Lease,  to the extent not  expressly  prohibited  by
applicable  Law,  in  the event of any Default by  Tenant,  Landlord  may
terminate  this Lease or Tenant's right to possession and accelerate  and
declare all Rent reserved for the remainder of the Term to be immediately
due and payable; provided the Rent so accelerated shall be discounted  in
accordance  with accepted financial practice at the rate of five  percent
(5%)  per  annum  to  the then present value, and Landlord  shall,  after
receiving payment of the same from Tenant, be obligated to turn  over  to
Tenant  any actual net reletting proceeds (net of all Costs of Reletting)
thereafter received during the remainder of the Term, up to the amount so
received from Tenant pursuant to this provision.

     F.   Late Charges, Interest, and Returned Checks.  Tenant shall pay,
as  additional  Rent,  a  service charge of  Two  Hundred  Fifty  Dollars
($250.00)  or  five percent (5%) of the delinquent amount,  whichever  is
greater,  if  any portion of Rent is not received within  five  (5)  days
after due.  In addition, any Rent not paid when due shall accrue interest
from  the  due  date  at the Default Rate until payment  is  received  by
Landlord. Such service charges and interest payments shall not be  deemed
<PAGE>
consent by Landlord to late payments, nor a waiver of Landlord's right to
insist upon timely payments at any time, nor a waiver of any remedies  to
which  Landlord is entitled as a result of the late payment of Rent.   If
Landlord  receives two (2) or more checks from Tenant which are  returned
by  Tenant's bank for insufficient funds, Landlord may require  that  all
checks thereafter be bank certified or cashier's checks (without limiting
Landlord's other remedies).  All bank service charges resulting from  any
returned checks shall be borne by Tenant.

      G.    Landlord's  Cure of Tenant Violations.  If  Tenant  fails  to
perform  any  obligation under this Lease for ten (10) days after  notice
thereof  by  Landlord  (except  that  no  notice  shall  be  required  in
emergencies),  Landlord  shall have the right  (but  not  the  duty),  to
perform such obligation on behalf and for the account of Tenant.  In such
event,  Tenant shall reimburse Landlord upon demand, as additional  Rent,
for  all  expenses  incurred  by Landlord in performing  such  obligation
together  with  an  amount  equal to fifteen percent  (15%)  thereof  for
Landlord's  overhead, and interest thereon at the Default Rate  from  the
date  such  expenses were incurred.  Landlord's performance  of  Tenant's
obligations hereunder shall not be deemed a waiver or release  of  Tenant
therefrom.

      H.   Other Matters.  No re-entry or repossession, repairs, changes,
alterations and additions, reletting, or any other action or omission  by
Landlord shall be construed as an election by Landlord to terminate  this
Lease  or  Tenant's right to possession, nor shall the  same  operate  to
release  Tenant  in  whole  or in part from any of  Tenant's  obligations
hereunder, unless express notice of such intention is sent by Landlord to
Tenant  (and  if  applicable Law permits, and  Landlord  shall  not  have
expressly terminated this Lease in writing, then any termination shall be
deemed a termination of Tenant's right of possession only).  Landlord may
bring suits for amounts owed by Tenant hereunder or any portions thereof,
as  the  same  accrue  or after the same have accrued,  and  no  suit  or
recovery  of  any  portion due hereunder shall  be  deemed  a  waiver  of
Landlord's  right  to collect all amounts to which Landlord  is  entitled
hereunder, nor shall the same serve as any defense to any subsequent suit
brought for any amount not theretofore reduced to judgment.  Landlord may
pursue  one or more remedies against Tenant and need not make an election
of  remedies  until  findings of fact are made by a  court  of  competent
jurisdiction.   All rent and other consideration paid by any  replacement
tenants shall be applied at Landlord's option: (i) first, to the Costs of
Reletting,  (ii)  second, to the payment of all costs of  enforcing  this
Lease against Tenant or any Guarantor, (iii) third, to the payment of all
interest  and  service charges accruing hereunder, (iv)  fourth,  to  the
payment of Rent theretofore accrued, and (v) with the residue, if any, to
be  held  by  Landlord  and  applied to the payment  of  Rent  and  other
obligations  of  Tenant as the same become due (and  with  any  remaining
residue  to be retained by Landlord).  "Costs of Reletting" shall include
all  costs  and  expenses incurred by Landlord for any repairs  or  other
matters   described   in   Paragraph  D  above,  brokerage   commissions,
advertising  costs, attorneys' fees, and any other costs  and  incentives
incurred  in  order  to  enter  into  leases  with  replacement  tenants.
Landlord shall be under no obligation to observe or perform any provision
of this Lease on its part to be observed or performed which accrues while
Tenant  is  in  Default hereunder.  The times set forth  herein  for  the
curing  of  Defaults by Tenant are of the essence of this Lease.   Tenant
agrees  that  the  notice and cure rights set forth  herein  contain  the
<PAGE>
entire  agreement  of  the parties respecting such  matters,  and  hereby
waives any right otherwise available under any Law to redeem or reinstate
this  Lease or Tenant's right to possession after this Lease or  Tenant's
right to possession is properly terminated hereunder.

                     ARTICLE 16:    SECURITY DEPOSIT

     Tenant shall deposit with Landlord the amount set forth in Article 1
("Security  Deposit"),  upon Tenant's execution and  submission  of  this
Lease.  The Security Deposit shall serve as security for the prompt, full
and  faithful performance by Tenant of the terms and provisions  of  this
Lease.  If Tenant commits a Default, or owes any amounts to Landlord upon
the expiration or earlier termination of this Lease, Landlord may use  or
apply  the  whole or any part of the Security Deposit for the payment  of
Tenant's  obligations hereunder.  The use or application of the  Security
Deposit or any portion thereof shall not prevent Landlord from exercising
any  other right or remedy provided hereunder or under any Law and  shall
not  be  construed  as  liquidated damages.  In the  event  the  Security
Deposit is reduced by such use or application, Tenant shall deposit  with
Landlord  within  ten  (10) days after notice, an  amount  sufficient  to
restore the full amount of the Security Deposit.  Landlord shall  not  be
required  to  keep the Security Deposit separate from Landlord's  general
funds or pay interest on the Security Deposit.  Any remaining portion  of
the  Security  Deposit  shall be returned to Tenant  (or,  at  Landlord's
option,  to the last assignee of Tenant's interest in this Lease)  within
sixty  (60) days after Tenant (or such assignee) has vacated the Premises
in  accordance with Article 23.  If the Premises shall be expanded at any
time, or if the Term shall be extended at an increased rate of Rent,  the
Security  Deposit  shall thereupon be proportionately increased.   Tenant
shall  not  assign,  pledge or otherwise transfer  any  interest  in  the
Security  Deposit except as part of an assignment of this Lease  approved
by  Landlord under Article 13, and any attempt to do so shall be null and
void.

          ARTICLE 17:    ATTORNEYS' FEES, JURY TRIAL AND VENUE

      In  the  event of any litigation or arbitration between the parties
relating  to  this  Lease, the Premises or Property (including  pretrial,
trial,  appellate, administrative, bankruptcy or insolvency proceedings),
the prevailing party shall be entitled to recover its attorneys' fees and
costs as part of the judgment, award or settlement therein.  In the event
of  a  breach  of  this Lease by either party which does  not  result  in
litigation  but which causes the non-breaching party to incur  attorneys'
fees or costs, the breaching party shall reimburse such fees and costs to
the  non-breaching  party upon demand.  If either party  or  any  of  its
officers,   directors,   trustees,   beneficiaries,   partners,   agents,
affiliates  or  employees  shall be made a party  to  any  litigation  or
arbitration commenced by or against the other party and is not at  fault,
the  other  party  shall  pay  all costs, expenses  and  attorneys'  fees
incurred  by  such  parties in connection with such litigation.   IN  THE
INTEREST  OF OBTAINING A SPEEDIER AND LESS COSTLY HEARING OF ANY DISPUTE,
LANDLORD  AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR  COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF
OR  RELATING TO THIS LEASE, THE PREMISES OR THE PROPERTY.  Although  such
jury  waiver  is intended to be self-operative and irrevocable,  Landlord
and  Tenant each further agree, if requested, to confirm such waivers  in
writing  at  the time of commencement of any such action,  proceeding  or
<PAGE>
counterclaim.   Any action or proceeding brought by either party  against
the  other for any matter arising out of or in any way relating  to  this
Lease,  the  Premises  or  the Property, shall be  heard,  at  Landlord's
option, in the court having jurisdiction located closest to the Property.

     ARTICLE 18:    SUBORDINATION, ATTORNMENT AND LENDER PROTECTION

      This  Lease  is  subject and subordinate to all  Mortgages  now  or
hereafter  placed  upon  the  Property, and all  other  encumbrances  and
matters of public record applicable to the Property; provided, this Lease
shall  only  be  subordinate to Mortgages made hereafter if  the  Lenders
thereunder agree to enter into their standard forms of subordination, non-
disturbance  and  attornment agreement with Tenant.   Whether  before  or
after  any  foreclosure  or power of sale proceedings  are  initiated  or
completed by any Lender or a deed in lieu is granted (or any ground lease
is terminated), Tenant agrees, upon written request of any such Lender or
any  purchaser  at such sale, to attorn and pay Rent to such  party,  and
recognize such party as Landlord (provided such Lender or purchaser shall
agree  not  to  disturb Tenant's occupancy so long  as  Tenant  does  not
Default  hereunder,  on  a  form of agreement  customarily  used  by,  or
otherwise  reasonably acceptable to, such party).  However, in the  event
of  attornment, no Lender shall be: (i) liable for any act or omission of
Landlord,  or subject to any offsets or defenses which Tenant might  have
against  Landlord (arising prior to such Lender becoming  Landlord  under
such  attornment), (ii) liable for any security deposit or bound  by  any
prepaid Rent not actually received by such Lender, or (iii) bound by  any
modification of this Lease not consented to by such Lender.   Any  Lender
may elect to make this Lease prior to the lien of its Mortgage by written
notice  to Tenant, and if the Lender of any prior Mortgage shall require,
this  Lease  shall be prior to any subordinate Mortgage;  such  elections
shall  be  effective upon written notice to Tenant, or shall be effective
as  of such earlier or later date set forth in such notice. Tenant agrees
to give any Lender by certified mail, return receipt requested, a copy of
any notice of default served by Tenant upon Landlord, provided that prior
to  such notice Tenant has been notified in writing (by way of service on
Tenant of a copy of an assignment of leases, or otherwise) of the address
of such Lender.  Tenant further agrees that if Landlord shall have failed
to  cure  such default within the time permitted Landlord for cure  under
this  Lease,  any such Lender whose address has been provided  to  Tenant
shall have an additional period of thirty (30) days in which to cure  (or
such  additional  time  as  may be required due  to  causes  beyond  such
Lender's reasonable control, including time to obtain possession  of  the
Property  by appointment of receiver, power of sale or judicial  action).
Except  as  expressly provided to the contrary herein, the provisions  of
this  Article shall be self-operative; however Tenant shall  execute  and
deliver,  within ten (10) days after request therefor, such documentation
as Landlord or any Lender may request from time to time, whether prior to
or  after  a  foreclosure  or power of sale proceeding  is  initiated  or
completed,  a deed in lieu is delivered, or a ground lease is terminated,
in  order to further confirm or effectuate the matters set forth in  this
Article in recordable form. Landlord represents that there is no Mortgage
encumbering the Property as of the date of this Lease.
<PAGE>
                  ARTICLE 19:    ESTOPPEL CERTIFICATES

      Tenant  shall from time to time, within ten (10) days after written
request  from  Landlord,  execute, acknowledge and  deliver  a  statement
certifying:  (i)  that this Lease is unmodified and  in  full  force  and
effect  or,  if  modified, stating the nature of  such  modification  and
certifying  that this Lease as so modified, is in full force  and  effect
(or  specifying the ground for claiming that this Lease is not  in  force
and  effect),  (ii) the dates to which the Rent has been  paid,  and  the
amount of any Security Deposit, (iii) that Tenant is in possession of the
Premises, and paying Rent on a current basis with no offsets, defenses or
claims,  or specifying the same if any are claimed, (iv) that  there  are
not,  to Tenant's knowledge, any uncured defaults on the part of Landlord
or  Tenant, or specifying the same if any are claimed, and (v) certifying
such  other matters, and including such current financial statements,  as
Landlord  may  reasonably request, or as may be requested  by  Landlord's
current  or  prospective  Lenders,  insurance  carriers,  auditors,   and
prospective   purchasers   (and  including  a  comparable   certification
statement  from  any  subtenant  respecting  its  sublease).   Any   such
statement  may be relied upon by any such parties.  If Tenant shall  fail
to  execute  and  return such statement within the time required  herein,
Tenant  shall be in Default, and shall be deemed to have agreed with  the
matters set forth therein (which shall not be in limitation of Landlord's
other remedies).

               ARTICLE 20:    RIGHTS RESERVED BY LANDLORD

      Except  to  the extent expressly limited herein, Landlord  reserves
full  rights  to  control  the Property (which rights  may  be  exercised
without   subjecting  Landlord  to  claims  for  constructive   eviction,
abatement  of Rent, damages or other claims of any kind), including  more
particularly, but without limitation, the following rights:

      A.   General Matters.  To: (i) change the name or street address of
the  Property  or designation of the Premises, (ii) install and  maintain
signs on and about the Property, and grant any other Person the right  to
do  so, (iii) retain at all times, and use in appropriate instances, keys
to  all  doors within and into the Premises (subject to the  Paragraph  B
concerning  Secure Areas), (iv) grant to any Person the right to  conduct
any  business or render any service at the Property, whether or  not  the
same  are  similar to the use permitted Tenant by this  Lease,  (v)  have
access  for Landlord and other tenants of the Property to any mail chutes
located  on  the  Premises according to the rules of  the  United  States
Postal  Service (and to install or remove such chutes), and (vi) in  case
of  fire, invasion, insurrection, riot, civil disorder, public excitement
or  other  dangerous condition, or threat thereof: (a) limit  or  prevent
access  to  the  Property, (b) shut down elevator service,  (c)  activate
elevator  emergency  controls,  and (d) otherwise  take  such  action  or
preventative  measures deemed necessary by Landlord  for  the  safety  of
tenants  of  the  Property or the protection of the  Property  and  other
property  located thereon or therein (but this provision shall impose  no
duty on Landlord to take such actions, and no liability for actions taken
in good faith).
<PAGE>
      B.    Access To Premises.  Subject to the following provisions,  to
enter the Premises in order to: (i) inspect, (ii) supply cleaning service
or  other services to be provided Tenant hereunder (except for the Secure
Areas  as  described  below),  (iii) show the  Premises  to  current  and
prospective Lenders, insurers, purchasers, governmental authorities,  and
their representatives, and during the last twelve (12) months of Tenant's
occupancy, show the Premises to prospective tenants and leasing  brokers,
and  (iv) decorate, remodel or alter the Premises if Tenant abandons  the
Premises at any time or vacates the same during the last 120 days of  the
Term  (without thereby terminating this Lease), and (v) perform any  work
or  take  any  other actions under Paragraph C below, or  exercise  other
rights  of  Landlord  under  this Lease or applicable  Laws.   If  Tenant
requests  that any such access occur before or after Building Hours,  and
Landlord  schedules the work accordingly, Tenant shall pay  all  overtime
and  other additional costs in connection therewith.  In connection  with
any such access to the Premises, except in emergencies or for cleaning or
other  routine  services  to  be provided to  Tenant  under  this  Lease,
Landlord shall: (a) provide reasonable advance written or oral notice  to
Tenant's  on-site  manager  or other appropriate  person,  and  (b)  take
reasonable  steps  to  minimize  any  disruption  to  Tenant's  business.
Notwithstanding anything contained in this Lease to the contrary,  Tenant
shall have the right to reasonably designate certain limited areas within
the  Premises,  such  as  Tenant's ISP computer  room,  as  secure  areas
("Secure  Areas")  which may be locked by Tenant and  to  which  Landlord
shall  not have the key or other method of access (such as key  cards  or
security  codes),  except  when a Tenant employee  or  representative  is
present.   Tenant  acknowledges that Landlord's lack  of  access  to  the
Secure  Areas  may  impair  the  ability of  Landlord  or  other  persons
(including, without limitation, fire and police personnel) to respond  to
emergency situations in or affecting the Secure Areas.  Tenant waives and
releases   all   claims,  demands,  liabilities,  losses   and   expenses
(collectively,  "claims") which may arise or occur as  a  result  of  any
delay  or  difficulty  in gaining, or inability to gain,  access  to  the
Secure Areas by Landlord or other persons (including, without limitation,
fire  and  police  personnel) in emergency situations, and  Tenant  shall
defend, indemnify and hold Landlord and its agents and employees harmless
from  any claims, damages, losses and expenses, including damage  to  the
doors  to  the  Secure Areas arising therefrom.  Landlord shall  have  no
obligation to provide any cleaning services to the Secure Areas.

      C.   Changes To The Property.  Subject to the last sentence of this
Paragraph,   to:  (i)  paint  and  decorate,  (ii)  perform  repairs   or
maintenance,  and  (iii)  make replacements,  restorations,  renovations,
alterations,   additions  and  improvements,  structural   or   otherwise
(including  freon  retrofit work), in and to the  Property  or  any  part
thereof,  including  any  adjacent building, structure,  facility,  land,
street  or  alley,  or  change  the uses  thereof  (other  than  Tenant's
permitted  use  under  this  Lease),  including  changes,  reductions  or
additions of corridors, entrances, doors, lobbies, parking facilities and
other  areas,  structural  support columns and  shear  walls,  elevators,
stairs,  escalators,  mezzanines, solar tint  windows  or  film,  kiosks,
planters, sculptures, displays, and other amenities and features therein,
and  changes relating to the connection with or entrance into or  use  of
the  Property  or any other adjoining or adjacent building or  buildings,
now  existing or hereafter constructed.  In connection with such matters,
Landlord  may  erect scaffolding, barricades and other  structures,  open
ceilings,  close entry ways, restrooms, elevators, stairways,  corridors,
parking  and other areas and facilities, and take such other  actions  as
Landlord  deems  appropriate.   However,  Landlord  shall:  (a)  maintain
<PAGE>
reasonable  access to the Premises, and (b) in connection  with  entering
the Premises, comply with the last sentence of Paragraph B above.

                 ARTICLE 21:    LANDLORD'S RIGHT TO CURE

      If  Landlord shall fail to perform any obligation under this  Lease
required to be performed by Landlord, Landlord shall not be deemed to  be
in  default hereunder nor subject to any claims for damages of any  kind,
unless such failure shall have continued for a period of thirty (30) days
after  notice  thereof by Tenant (provided, if the nature  of  Landlord's
failure  is such that more time is reasonably required in order to  cure,
Landlord  shall  not be in default if Landlord commences to  cure  within
such  period  and  thereafter diligently seeks to cure  such  failure  to
completion).   If  Landlord shall default and fail to  cure  as  provided
herein, Tenant shall have such rights and remedies as may be available to
Tenant  under  applicable Laws, subject to the other provisions  of  this
Lease;  provided,  Tenant  shall have no right of  self-help  to  perform
repairs  or any other obligation of Landlord, and shall have no right  to
withhold, set-off, or abate Rent, or terminate this Lease, except as  may
be  expressly provided in this Lease, and Tenant hereby expressly  waives
the provisions of any Law to the contrary.

                     ARTICLE 22:    INDEMNIFICATION

      Subject  to  the  provisions of Article 11,  Tenant  shall  defend,
indemnify and hold Landlord harmless from and against any and all claims,
demands,   losses,   penalties,   fines,  fees,   charges,   assessments,
liabilities, damages, judgments, orders, decrees, actions, administrative
or other proceedings, costs and expenses (including reasonable attorneys'
and  expert witness fees, and court costs), arising or alleged  to  arise
from: (i) any violation or breach of this Lease or applicable Law by  any
Tenant  Parties  (as  defined below), (ii)  damage,  loss  or  injury  to
persons, property or business directly or indirectly arising out  of  any
Tenant  Party's use of the Premises or Property, or out of any other  act
or  omission of any Tenant Parties, and (iii) any other damage,  loss  or
injury  to persons, property or business occurring in, about or from  the
Premises, except to the extent that such other damage, loss or injury  to
persons,  property or business is caused by the negligence or intentional
misconduct of Landlord.  For purposes of this provision, "Tenant Parties"
shall  mean Tenant, any other occupant of the Premises and any  of  their
respective agents, employees, invitees, Transferees and contractors.

                   ARTICLE 23:    RETURN OF POSSESSION

      A.    General Provisions.  At the expiration or earlier termination
of  this  Lease or Tenant's right of possession, Tenant shall vacate  and
surrender  possession  of the entire Premises in the  condition  required
under  Article  8  and the Rules, ordinary wear and tear excepted,  shall
surrender all keys and key cards, and any parking transmitters,  stickers
or  cards to Landlord, and shall remove all personal property and  office
trade fixtures that may be readily removed without damage to the Premises
or Property, subject to the following provisions.
<PAGE>
      B.    Landlord's  Property.  All improvements, fixtures  and  other
items,   including  ceiling  light  fixtures,  HVAC  equipment,  plumbing
fixtures,  hot  water  heaters, fire suppression and  sprinkler  systems,
Lines   under  Article  28,  built-in  shelves  and  cabinets,   interior
partitioning,  interior  stairs,  wall  coverings,  carpeting  and  other
flooring,  blinds,  drapes  and  window treatments,  in  or  serving  the
Premises,  whether installed by Tenant or Landlord, and any  other  items
installed or provided by Landlord or at Landlord's expense (including any
modular  furniture provided or paid for by Landlord), shall be Landlord's
property  and  shall remain upon the Premises, all without  compensation,
allowance  or  credit  to  Tenant, unless Landlord  elects  otherwise  as
provided in Paragraph C below.

      C.   Removal of Items by Tenant.  Notwithstanding the foregoing  to
the contrary, if prior to expiration or earlier termination of this Lease
or  within  thirty  (30) days thereafter Landlord so directs  by  notice,
Tenant  shall promptly remove such of the items described in Paragraph  B
above  as are designated in such notice and restore the Premises  to  the
condition  prior  to  the  installation of  such  items  in  a  good  and
workmanlike manner; provided, Landlord shall not require removal  of  any
such  items  that: (i) already existed in the Premises before this  Lease
and  Tenant's occupancy of the Premises, or (ii) involve customary office
improvements  that  are  installed by  or  for  Tenant  pursuant  to  the
provisions  of  this Lease (including any Exhibit hereto) to  the  extent
that  Tenant seeks, and Landlord grants, a written waiver of such removal
requirement in connection with Landlord's approval of the plans for  such
improvements.

      D.    Tenant's  Failure to Remove Items.  If Tenant shall  fail  to
remove any items from the Premises as required hereunder, Landlord may do
so  and  Tenant shall pay Landlord's charges therefor upon  demand.   All
such  property  removed  from the Premises by Landlord  pursuant  to  any
provisions of this Lease or any Law may be handled or stored by  Landlord
at  Tenant's  expense, and Landlord shall in no event be responsible  for
the  value,  preservation or safekeeping thereof.  All such property  not
removed from the Premises or retaken from storage by Tenant within thirty
(30)  days  after  expiration or earlier termination  of  this  Lease  or
Tenant's right to possession shall, at Landlord's option, be conclusively
deemed to have been conveyed by Tenant to Landlord as if by bill of  sale
without  payment  by  Landlord.   Unless prohibited  by  applicable  Law,
Landlord  shall have a lien against such property for the costs  incurred
in removing and storing the same.

                       ARTICLE 24:    HOLDING OVER

      Unless Landlord expressly agrees otherwise in writing, Tenant shall
pay Landlord 150% for the first thirty (30) days, and thereafter 200%, of
the  amount of Rent then applicable prorated on a per diem basis for each
day  that  Tenant  shall fail to vacate or surrender  possession  of  the
Premises  or any part thereof after expiration or earlier termination  of
this  Lease  as  required  under Article 23, together  with  all  damages
(direct  and  consequential) sustained by Landlord  on  account  thereof.
Tenant  shall  pay  such amount of Rent monthly in  advance  (subject  to
refund of any partial month occupancy prorated on a per diem basis),  and
such  other  amounts on demand.  The foregoing provisions, and Landlord's
acceptance of any such amounts, shall not serve as permission for  Tenant
to  hold-over, nor serve to extend the Term (although Tenant shall remain
a  tenant-at-sufferance bound to comply with all other provisions of this
<PAGE>
Lease until Tenant properly vacates the Premises, including Article  23),
and  Landlord shall have such other remedies to recover possession of the
Premises as may be available to Landlord under applicable Laws.

                         ARTICLE 25:    NOTICES

      Except  as expressly provided to the contrary in this Lease,  every
notice  or  other communication to be given by either party to the  other
with  respect hereto or to the Premises or Property, shall be in  writing
and  shall  not  be effective for any purpose unless the  same  shall  be
served  personally or by national air courier service, or  United  States
certified mail, return receipt requested, postage prepaid, to the parties
at  the  addresses  set  forth in Article 1, or  such  other  address  or
addresses as Tenant or Landlord may from time to time designate by notice
given  as  above provided.  Every notice or other communication hereunder
shall be deemed to have been given as of the third business day following
the  date  of  such  mailing (or as of any earlier date  evidenced  by  a
receipt  from  such  national air courier service or  the  United  States
Postal Service) or immediately if personally delivered.  Notices not sent
in  accordance with the foregoing shall be effective when received by the
parties at the addresses required herein.

                   ARTICLE 26:    REAL ESTATE BROKERS

      Landlord  and Tenant hereby mutually: (i) represent and warrant  to
each  other that they have dealt only with the broker, if any, designated
in  Article  1  (whose  commission, if any, shall  be  paid  pursuant  to
separate  written  agreement  by the party  signing  such  agreement)  as
broker, agent or finder in connection with this Lease, and (ii) agree  to
defend,  indemnify and hold each other harmless from and against any  and
all  claims, demands, losses, liabilities, damages, judgments, costs  and
expenses  (including reasonable attorneys' and expert witness  fees,  and
court  costs),  arising  or alleged to arise from  any  breach  of  their
respective foregoing representation and warranty under this Article.

                        ARTICLE 27:    NO WAIVER

      No  provision of this Lease will be deemed waived by  either  party
unless  expressly waived in writing and signed by the waiving party.   No
waiver  shall be implied by delay or any other act or omission of  either
party.  No waiver by either party of any provision of this Lease shall be
deemed  a waiver of such provision with respect to any subsequent  matter
relating to such provision, and Landlord's consent or approval respecting
any action by Tenant shall not constitute a waiver of the requirement for
obtaining  Landlord's  consent  or  approval  respecting  any  subsequent
action.  Acceptance of Rent by Landlord directly or through any agent  or
lock-box  arrangement  shall not constitute a waiver  of  any  breach  by
Tenant of any term or provision of this Lease (and Landlord reserves  the
right  to return or refund any untimely payments if necessary to preserve
Landlord's remedies).  No acceptance of a lesser amount of Rent shall  be
deemed  a waiver of Landlord's right to receive the full amount due,  nor
shall  any endorsement or statement on any check or payment or any letter
accompanying  such check or payment be deemed an accord and satisfaction,
and  Landlord  may  accept  such check or payment  without  prejudice  to
Landlord's right to recover the full amount due.  The acceptance of  Rent
or  of  the performance of any other term or provision from, or providing
directory  listings or services for, any Person other than  Tenant  shall
not constitute a waiver of Landlord's right to approve any Transfer.   No
<PAGE>
delivery  to,  or acceptance by, Landlord or its agents or  employees  of
keys, nor any other act or omission of Tenant or Landlord or their agents
or  employees, shall be deemed a surrender, or acceptance of a surrender,
of  the  Premises or a termination of this Lease, unless stated expressly
in writing by Landlord.

                 ARTICLE 28:    TELECOMMUNICATION LINES

      A.    Telecommunication  Lines.  Subject to  Landlord's  continuing
right  of  supervision  and  approval, and the other  provisions  hereof,
Tenant may: (i) install telecommunication lines ("Lines") connecting  the
Premises  to any Property terminal block already serving or available  to
serve  the  Premises, or (ii) use such Lines as may currently  exist  and
already connect the Premises to such terminal block.  Such terminal block
may  comprise, or be connected through riser or other Lines with, a  main
distribution  frame  ("MDF") for the Property.   Landlord  disclaims  any
representations,  warranties or understandings concerning  the  capacity,
design  or suitability of any such terminal or MDF, Property riser Lines,
or  related equipment.  If there is, or will be, more than one tenant  in
the  Property,  at  any  time,  Landlord may allocate,  and  periodically
reallocate,  connections to the terminal blocks  and  MDF  based  on  the
proportion  of rentable area each tenant leases, or the type of  business
operations  or  requirements of such tenants,  in  Landlord's  reasonable
discretion;  however, Landlord shall have no authority to let  any  other
parties use or connect to Tenant's own data lines or ISP lines.  Landlord
may arrange for an independent contractor to review Tenant's requests for
approval   hereunder,   monitor  or  supervise   Tenant's   installation,
connection  and disconnection of Lines, and provide other such  services,
or Landlord may provide the same, and Tenant shall pay Landlord's charges
therefor as provided in Article 9.

      B.    Installation.  Tenant may install and use Tenant's Lines  and
make  connections and disconnections at the terminal blocks as  described
above,  provided  Tenant  shall:  (i)  obtain  Landlord's  prior  written
approval  of  all aspects thereof, (ii) use an experienced and  qualified
contractor  reasonably designated or approved in writing  in  advance  by
Landlord  (whom  Landlord may require to enter an  access  and  indemnity
agreement on Landlord's then-standard form of agreement therefor),  (iii)
comply  with such reasonable inside wire standards as Landlord may  adopt
from  time  to  time, and all other provisions of this  Lease,  including
Article  9 respecting Work, and the Rules respecting access to  the  wire
closets,  (iv)  not install Lines in the same sleeve, chaseway  or  other
enclosure  in close proximity with electrical wire, and not install  PVC-
coated Lines under any circumstances, (v) thoroughly test any riser Lines
to  which  Tenant intends to connect any Lines to ensure that such  riser
Lines  are available and are not then connected to or used for telephone,
data transmission or any other purpose by any other party (whether or not
Landlord  has previously approved such connections), and not  connect  to
any  such unavailable or connected riser Lines, and (vi) not connect  any
equipment  to  the  Lines  which  may  create  an  electromagnetic  field
exceeding  the normal insulation ratings of ordinary twisted  pair  riser
cable  or cause radiation higher than normal background radiation, unless
the Lines therefor (including riser Lines) are appropriately insulated to
prevent  such  excessive electromagnetic fields or  radiation  (and  such
insulation shall not be provided by the use of additional unused  twisted
pair  Lines).   As a condition to permitting installation of  new  Lines,
Landlord may require that Tenant remove any existing Lines located in  or
serving the Premises.
<PAGE>
      C.    Limitation  of  Liability.   Except  to  the  extent  due  to
Landlord's  intentional  misconduct or grossly negligent  acts,  Landlord
shall  have  no  liability for damages arising,  and  Landlord  does  not
warrant  that  the  Tenant's use of the Lines  will  be  free,  from  the
following  (collectively called "Line Problems"): (i) any  eavesdropping,
wire-tapping  or  theft  of long distance access  codes  by  unauthorized
parties,  (ii) any failure of the Lines to satisfy Tenant's requirements,
or  (iii) any capacitance, attenuation, cross-talk or other problems with
the  Lines,  any  misdesignation of the Lines in the  MDF  room  or  wire
closets,   or   any   shortages,  failures,  variations,   interruptions,
disconnections,  loss  or  damage caused by or  in  connection  with  the
installation, maintenance, replacement, use or removal of any other Lines
or  equipment at the Property by or for other tenants at the Property, by
any  failure of the environmental conditions at or the power  supply  for
the  Property to conform to any requirements of the Lines  or  any  other
problems  associated with any  Lines  or by any other  cause.   Under  no
circumstances shall any Line Problems be deemed an actual or constructive
eviction of Tenant, render Landlord liable to Tenant for abatement of any
Rent or other charges under the Lease, or relieve Tenant from performance
of  Tenant's obligations under the Lease as amended herein.  Landlord  in
no  event  shall  be  liable for damages by reason of  loss  of  profits,
business interruption or other consequential damage arising from any Line
Problems.

                   ARTICLE 29:    HAZARDOUS MATERIALS

      A.    Hazardous Materials Generally Prohibited.  Except as provided
herein,  Tenant  shall  not  transport, use, store,  maintain,  generate,
manufacture,  handle,  dispose, release, discharge,  spill  or  leak  any
"Hazardous  Material"  (as defined in Article  30),  or  permit  Tenant's
employees,  agents, contractors, or other occupants of  the  Premises  to
engage  in  such  activities  on or about  the  Property.   However,  the
foregoing  provisions shall not prohibit the transportation to and  from,
and  use,  storage,  maintenance and handling  within,  the  Premises  of
substances customarily and lawfully used in the business which Tenant  is
permitted  to conduct in the Premises under this Lease, as an  incidental
and  minor part of such business, and provided: (i) such substances shall
be  properly labeled, contained, used and stored only in small quantities
reasonably  necessary  for such permitted use of  the  Premises  and  the
ordinary course of Tenant's business therein, strictly in accordance with
applicable  Laws,  highest prevailing standards, and  the  manufacturers'
instructions  therefor,  and as Landlord shall reasonably  require,  (ii)
such  substances  shall  not  be disposed  of,  released,  discharged  or
permitted to spill or leak in or about the Premises or the Property  (and
under no circumstances shall any Hazardous Material be disposed of within
the  drains or plumbing facilities in or serving the Premises or Property
or  in any other public or private drain or sewer, regardless of quantity
or  concentration),  (iii)  if any applicable  Law  or  Landlord's  trash
removal  contractor  requires that any such  substances  be  disposed  of
separately  from  ordinary  trash,  Tenant  shall  make  arrangements  at
Tenant's expense for such disposal in approved containers directly with a
qualified  and licensed disposal company at a lawful disposal site,  (iv)
any  remaining such substances shall be completely, properly and lawfully
removed from the Property upon expiration or earlier termination of  this
Lease,  and  (v)  for  purposes  of removal  and  disposal  of  any  such
substances,  Tenant shall be named as the owner, operator and  generator,
shall  obtain a waste generator identification number, and shall  execute
all  permit applications, manifests, waste characterization documents and
any other required forms.
<PAGE>
      B.    Clean  Up  Responsibility.   If  any  Hazardous  Material  is
released,  discharged or disposed of, or permitted to spill or  leak,  in
violation  of  the  foregoing provisions, Tenant  shall  immediately  and
properly  clean up and remove the Hazardous Materials from the  Premises,
Property  and  any  other  affected property and  clean  or  replace  any
affected  personal  property  (whether  or  not  owned  by  Landlord)  in
compliance  with  applicable Laws and then prevailing industry  practices
and  standards,  at Tenant's expense (without limiting  Landlord's  other
remedies  therefor).   Such clean up and removal work  ("Tenant  Remedial
Work")  shall  be  considered Work under Article 9  and  subject  to  the
provisions  thereof, including Landlord's prior written approval  (except
in  emergencies), and any testing, investigation, feasibility and  impact
studies,  and  the preparation and implementation of any remedial  action
plan required by any court or regulatory authority having jurisdiction or
reasonably  required by Landlord.  In connection therewith, Tenant  shall
provide  documentation evidencing that all Tenant Remedial Work or  other
action  required  hereunder  has  been properly  and  lawfully  completed
(including  a  certificate  addressed to Landlord  from  a  environmental
consultant reasonably acceptable to Landlord, in such detail and form  as
Landlord may reasonably require).  If any Hazardous Material is released,
discharged,  disposed of, or permitted to spill or leak on or  about  the
Property  and is not caused by Tenant or other occupants of the Premises,
or  their  agents, employees, Transferees, or contractors, such  release,
discharge, disposal, spill or leak shall be deemed casualty damage  under
Article  11  to the extent that the Premises and Tenant's use thereof  is
affected  thereby;  in  such case, Landlord and  Tenant  shall  have  the
obligations  and  rights respecting such casualty damage  provided  under
this Lease.

      C.    Miscellaneous.  Tenant shall immediately upon written request
from  time  to  time provide Landlord with copies of all material  safety
data   sheets,   permits,  approvals,  memos,  reports,   correspondence,
complaints, demands, claims, subpoenas, requests, remediation and cleanup
plans,  and  all  papers  of any kind filed with  or  by  any  regulatory
authority  and any other books, records or items pertaining to  Hazardous
Materials  that  are  subject to this Article (collectively  referred  to
herein  as  "Tenant's Hazardous Materials Records").  Tenant  shall  pay,
prior  to delinquency, any and all fees, taxes (including excise  taxes),
penalties  and  fines  arising  from  or  based  on  Tenant's  activities
involving  Hazardous Material on or about the Premises or  Property,  and
shall  not allow such obligations to become a lien or charge against  the
Property  or Landlord.  If Tenant violates any provision of this  Article
with  respect to any Hazardous Materials, Landlord may: (i) require  that
Tenant  immediately remove all Hazardous Materials from the Premises  and
discontinue  using,  storing  and handling  Hazardous  Materials  in  the
Premises,  and/or (ii) pursue such other remedies as may be available  to
Landlord under this Lease or applicable Law.

                       ARTICLE 30:    DEFINITIONS

      (A)   "Building"  shall mean the structure (or the portion  thereof
owned by Landlord) identified in Article 1.

      (B)   "Building  Hours" shall mean 8:00 A.M. to  6:00  P.M.  Monday
through  Friday,  and  9:00 A.M. to 1:00 P.M on Saturday  (if  comparable
buildings  in  the  area have standard Saturday hours), except  Holidays.
"Holidays"  means  all federal and state holidays, including  New  Year's
Day,  Memorial  Day,  Independence Day, Labor Day, Thanksgiving  Day  and
Christmas Day.
<PAGE>
      (C)  "Default Rate" shall mean one and one half percent (1.5%)  per
month,  or the highest rate permitted by applicable Law, whichever  shall
be less.

      (D)   "Expenses" shall mean all expenses, costs and amounts  (other
than  Taxes)  of  every  kind  and  nature  relating  to  the  ownership,
management, repair, maintenance, replacement, insurance and operation  of
the  Property,  including, without limitation (except  as  expressly  set
forth  herein),  any amounts paid for: (i) Utility Costs, (ii)  complying
with  Laws  (but  subject  to  the exclusions  set  forth  below),  (iii)
insurance, not limited to that required under this Lease, and  which  may
include  flood, earthquake, boiler, rent loss, workers' compensation  and
employers'  liability, builders' risk, automobile  and  other  coverages,
including  a  reasonable allocation of costs under any blanket  policies,
(iv)  supplies, materials, tools, equipment, uniforms, and vehicles  used
in  the operation, repair, maintenance, security, and other services  for
the  Property,  including  rental,  installment  purchase  and  financing
agreements  therefor  and  interest  thereunder,  (v)  accounting,  alarm
monitoring,  security, janitorial, trash removal, snow and  ice  removal,
and  other  services, (vi) customary management fees, (vii)  compensation
and  benefits  for  any  personnel  engaged  in  the  operation,  repair,
maintenance, security or other services for the Property at or below  the
level   of   property   manager,  and  employer's   FICA   contributions,
unemployment taxes or insurance, any other taxes which may be  levied  on
such  compensation and benefits, and data or payroll processing  expenses
relating thereto (if personnel handle other properties or functions,  the
foregoing expenses shall be allocated appropriately between the  Property
and  such  other  properties  or functions), (viii)  payments  under  any
easement, cross or reciprocal easement, operating agreement, declaration,
covenant,  or other agreement or instrument pertaining to the sharing  of
costs  for  common areas or other matters in a development or complex  of
which the Property is a part, (ix) sales, use, value-added or other taxes
on  supplies or services for the Property, (x) the costs of operating and
maintaining a property management office at the Property or an  adjoining
property  (such costs to be appropriately allocated between the  Property
and  any  such  adjoining property served by such office), including  the
fair   rental   value  thereof,  (xi)  operation,  maintenance,   repair,
installation, replacement, inspection, testing, painting, decorating  and
cleaning  of  the Property, and any items located off-site but  installed
for  the  benefit of the Property, including Property identification  and
pylon  signs,  directional signs, traffic signals and markers,  flagpoles
and  canopies,  sidewalks,  curbs, stairways, parking  structures,  lots,
loading  and  service  areas and driveways, storm and  sanitary  drainage
systems, irrigation systems, elevators, escalators, trash compactors, and
Systems  and  Equipment,  landscaping,  and  all  other  aspects  of  the
Property,  including  common area fixtures,  equipment  and  other  items
therein   or  thereon,  doors,  locks  and  hardware,  windows,  gutters,
downspouts,  roof  flashings and roofs.  The foregoing provision  is  for
definitional  purposes  only and shall not be  construed  to  impose  any
obligation  upon Landlord to incur such expenses, nor as a limitation  as
to  other  Expenses that Landlord may incur with respect to the Property.
Landlord may retain independent contractors (or affiliated contractors at
market rates) to provide any services or perform any work, in which  case
the  costs  thereof shall be deemed Expenses.  Expenses  shall,  however,
exclude:

           (1)   the  following items: (a) interest and  amortization  on
Mortgages, and other debt costs or ground lease payments, if any,  except
as  provided herein, (b) depreciation of buildings and other improvements
<PAGE>
(except  permitted  amortization  of  certain  capital  expenditures   as
provided  below),  (c)  legal  fees in connection  with  leasing,  tenant
disputes  or  enforcement of leases, (d) real estate brokers' commissions
or marketing costs, (e) improvements or alterations to tenant spaces, (f)
the  cost of providing any service directly to, and paid directly by, any
tenant,   (g)  costs  of  any  items  to  the  extent  Landlord  receives
reimbursement  from insurance proceeds or from a warranty or  other  such
third  party (such proceeds to be deducted from Expenses in the  year  in
which received); and

           (2)  capital expenditures, except those: (a) made primarily to
reduce Expenses or increases therein, or to comply with Laws or insurance
requirements (excluding capital expenditures to cure violations  of  Laws
or  insurance requirements that existed prior to the date of this Lease),
or  (b) for replacements (as opposed to additions or new improvements) of
roofs, parking areas, and nonstructural items located in the common areas
of  the Property required to keep such areas in good condition; provided,
any  such permitted capital expenditure shall be amortized (with interest
at  the  prevailing  loan rate available to Landlord when  the  cost  was
incurred)  over:  (x)  the period during which the  reasonably  estimated
savings  in  Expenses equals the expenditure, if applicable, or  (y)  the
useful life of the item as reasonably determined by Landlord, but  in  no
event less than five (5) years nor more than ten (10) years.

      (E)  "Hazardous Material" shall include, but not be limited to: (i)
any  flammable, explosive, toxic, radioactive, biological,  corrosive  or
otherwise  hazardous chemical, substance, liquid, gas,  device,  form  of
energy,  material  or  waste or component thereof,  (ii)  petroleum-based
products,  diesel  fuel,  paints, solvents, lead, radioactive  materials,
cyanide,  biohazards, infectious or medical waste and "sharps",  printing
inks,  acids,  DDT, pesticides, ammonia compounds, and  any  other  items
which  now  or  subsequently are found to have an adverse effect  on  the
environment  or  the  health  and safety of persons  or  animals  or  the
presence of which require investigation or remediation under any  Law  or
governmental  policy,  and  (iii)  any  item  defined  as  a   "hazardous
substance",   "hazardous   material",   "hazardous   waste",   "regulated
substance"  or  "toxic  substance" under the Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, as amended, 42  U.S.C.
9601,  et  seq., Hazardous Materials Transportation Act, 49 U.S.C.  1801,
et  seq., Resource Conservation and Recovery Act of 1976, 42 U.S.C.  6901
et  seq.,  Clean Water Act, 33 U.S.C. 1251, et seq., Safe Drinking  Water
Act,  14  U.S.C. 300f, et seq., Toxic Substances Control Act,  15  U.S.C.
2601,  et  seq., Atomic Energy Act of 1954, 42 U.S.C. 2014 et  seq.,  and
any   similar   federal,  state  or  local  Laws,  and  all  regulations,
guidelines, directives and other requirements thereunder, all as  may  be
amended or supplemented from time to time.

      (F)   "Landlord" shall mean only the landlord from  time  to  time,
except  that  for purposes of any provisions defending, indemnifying  and
holding  Landlord  harmless  hereunder, "Landlord"  shall  include  past,
present   and   future   landlords   and   their   respective   partners,
beneficiaries,  trustees,  officers, directors, employees,  shareholders,
principals, agents, affiliates, successors and assigns.

     (G)  "Law" or "Laws" shall mean all federal, state, county and local
governmental   and   municipal   laws,   statutes,   ordinances,   rules,
regulations,   codes,  decrees,  orders  and  other  such   requirements,
applicable equitable remedies and decisions by courts in cases where such
decisions  are considered binding precedents in the State  in  which  the
<PAGE>
Property is located, and decisions of federal courts applying the Laws of
such State, at the time in question.  This Lease shall be interpreted and
governed by the Laws of the State in which the Property is located.

      (H)  "Lender" shall mean the holder of any Mortgage at the time  in
question,  and  where such Mortgage is a ground lease,  such  term  shall
refer  to  the  ground lessor (and the term "ground lease"  although  not
capitalized is intended throughout this Lease to include any superior  or
master lease).

      (I)   "Mortgage" shall mean all mortgages, deeds of  trust,  ground
leases  and  other  such encumbrances now or hereafter  placed  upon  the
Property   or   Building,  or  any  part  thereof,  and   all   renewals,
modifications,  consolidations, replacements or extensions  thereof,  and
all  indebtedness  now  or  hereafter secured thereby  and  all  interest
thereon.

      (J)  "Person" shall mean an individual, trust, partnership, limited
liability company, joint venture, association, corporation and any  other
entity.

      (K)   "Premises" shall mean the area within the Building identified
in Article 1 and Exhibit A.  Possession of areas necessary for utilities,
services, safety and operation of the Property, including the Systems and
Equipment,  fire stairways, perimeter walls, space between  the  finished
ceiling of the Premises and the slab of the floor or roof of the Property
thereabove,  and  the  use thereof together with the  right  to  install,
maintain,   operate,  repair  and  replace  the  Systems  and  Equipment,
including  any  of the same in, through, under or above the  Premises  in
locations  that will not materially interfere with Tenant's  use  of  the
Premises,  are hereby excepted and reserved by Landlord, and not  demised
to Tenant.

      (L)   "Property" shall mean the Building, and any common or  public
areas  or  facilities, easements, corridors, lobbies, sidewalks,  loading
areas, driveways, landscaped areas, skywalks, parking rights, garages and
lots, and any and all other rights, structures or facilities operated  or
maintained in connection with or for the benefit of the Building, and all
parcels or tracts of land on which all or any portion of the Building  or
any  of  the  other  foregoing  items  are  located,  and  any  fixtures,
machinery, apparatus, Systems and Equipment, furniture and other personal
property  located  thereon or therein and used  in  connection  with  the
operation  thereof. Landlord reserves the right to add  land,  buildings,
easements or other interests to, or sell or eliminate the same from,  the
Property,  and  grant  interests and rights  in  the  Property  to  other
parties.  If the Building shall now or hereafter be part of a development
or  complex of buildings or structures collectively owned by Landlord  or
its  affiliates, the Property shall, at Landlord's option, also be deemed
to  include such other of those buildings or structures as Landlord shall
from  time  to time designate, and shall initially include such buildings
and  structures (and related facilities and parcels on which the same are
located)  as Landlord shall have incorporated by reference to  the  total
rentable area of the Property in Article 1.

     (M)  "Rent" shall have the meaning specified therefor in Article 3.

      (N)   "Systems  and  Equipment" shall mean  any  plant,  machinery,
transformers,  duct work, cable, wires, and other equipment,  facilities,
and systems designed to supply light, heat, ventilation, air conditioning
<PAGE>
and humidity or any other services or utilities, or comprising or serving
as  any  component  or portion of the electrical, gas,  steam,  plumbing,
sprinkler,  communications, alarm, security, or fire/life/safety  systems
or   equipment,  or  any  elevators,  escalators  or  other   mechanical,
electrical,  electronic, computer or other systems or equipment  for  the
Property,  except  to the extent that any of the same  serves  particular
tenants  exclusively (and "systems and equipment" without  capitalization
shall  refer  to  such of the foregoing items serving particular  tenants
exclusively).

      (O)  "Taxes" shall mean all amounts (unless required by Landlord to
be   paid  under  Article  14)  for  federal,  state,  county,  or  local
governmental, special district, improvement district, municipal or  other
political subdivision taxes, fees, levies, assessments, charges or  other
impositions  of  every kind and nature in connection with the  ownership,
leasing  and  operation of the Property, whether foreseen or  unforeseen,
general, special, ordinary or extraordinary (including real estate and ad
valorem taxes, general and special assessments, transit taxes, water  and
sewer  rents, license and business license fees, use or occupancy  taxes,
taxes  based upon the receipt of rent including gross receipts  or  sales
taxes  applicable to the receipt of rent or service or value added taxes,
personal  property  taxes, taxes on fees paid by  Landlord  for  property
management  services, and taxes or charges for fire protection,  streets,
sidewalks, road maintenance, refuse or other services).  If the method of
taxation of real estate prevailing at the time of execution hereof  shall
be,  or  has  been, altered so as to cause the whole or any part  of  the
Taxes  now, hereafter or heretofore levied, assessed or imposed  on  real
estate  to  be  levied,  assessed  or  imposed  on  Landlord,  wholly  or
partially, as a capital stock levy or otherwise, or on or measured by the
rents,  income  or gross receipts received therefrom, then  such  new  or
altered  taxes attributable to the Property shall be included within  the
term  "Taxes," except that the same shall not include any portion of such
tax  attributable  to  other  income of  Landlord  not  relating  to  the
Property.   Tenant shall pay increased Taxes whether Taxes are  increased
as  a  result of increases in the assessment or valuation of the Property
(whether  based  on  a sale, change in ownership or  refinancing  of  the
Property  or otherwise), increases in tax rates, reduction or elimination
of  any  rollbacks  or  other  deductions available  under  current  law,
scheduled  reductions  of  any  tax  abatement,  as  a  result   of   the
elimination, invalidity or withdrawal of any tax abatement,  or  for  any
other  cause  whatsoever. Notwithstanding the foregoing, there  shall  be
excluded  from  Taxes  all excess profits taxes,  franchise  taxes,  gift
taxes,  capital  stock  taxes, inheritance and succession  taxes,  estate
taxes,  federal  and state income taxes, and other taxes  to  the  extent
applicable  to  Landlord's general or net income (as  opposed  to  rents,
receipts or income attributable to operations at the Property).

     (P)  "Tenant" shall be applicable to one or more Persons as the case
may  be, the singular shall include the plural, and if there be more than
one  Tenant,  the obligations thereof shall be joint and  several.   When
used  in  the lower case, "tenant" shall mean any other tenant, subtenant
or occupant of the Property.

      (Q)  "Tenant's Share" of Taxes and Expenses shall be the percentage
set  forth in Article 1, but if the rentable area of the Premises changes
due  to  the  addition or subtraction of space under  this  Lease  or  by
amendment, Landlord shall reasonably adjust Tenant's Share to be based on
the  rentable area of the Premises divided by the rentable  area  of  the
Property,  subject to further adjustment hereunder and under  Article  3.
<PAGE>
If  the  Property  shall now or hereafter be part of or shall  include  a
development   or  complex  of  two  or  more  buildings   or   structures
collectively  owned by Landlord or its affiliates, Landlord may  allocate
Expenses  and  Taxes  (or  components thereof)  within  such  complex  or
development, and between such buildings and structures and the parcels on
which  they  are  located,  in  accordance  with  sound  accounting   and
management  practices.   In  the  alternative,  Landlord  may   determine
Tenant's Share of Expenses and Taxes (or components thereof) for  all  or
any  such  buildings and structures, and any common areas and  facilities
operated or maintained in connection therewith and all parcels or  tracts
of  land on which all or any portion of any of the other foregoing  items
are   located,  in  accordance  with  sound  accounting  and   management
practices; provided, Landlord shall reasonably reduce Tenant's  Share  to
be  based  on  the  ratio of the rentable area of  the  Premises  to  the
rentable  area of all such buildings as to which such Expenses and  Taxes
(or  components thereof) are included.  In addition, if the Property,  or
any  development  or  complex of which it is a part, shall  contain  non-
office uses during any period, Landlord may determine, in accordance with
sound  accounting and management practices, Tenant's Share of  Taxes  and
Expenses  for  only  the  office portion  of  the  Property  or  of  such
development  or complex; in such event, Landlord shall reasonably  adjust
Tenant's  Share  to  be based on the ratio of the rentable  area  of  the
Premises  to  the rentable area of such office portion for  such  period.
Tenant  acknowledges that the "rentable area of the Premises" under  this
Lease includes the so-called "usable area," without deduction for columns
or  projections, multiplied by one or more load or conversion factors  to
reflect  a  share of certain areas, which may include lobbies, corridors,
mechanical,  utility, janitorial, boiler and service rooms  and  closets,
restrooms,  and  other  public,  common and  service  areas.   Except  as
provided  expressly  to the contrary herein, the "rentable  area  of  the
Property"  shall  include  all  rentable area  of  all  space  leased  or
available  for lease at the Property (excluding any parking  facilities).
Landlord  may  reasonably re-determine the rentable area of the  Property
from time to time to reflect remeasurements, re-configurations, additions
or  modifications  to  the Property, and may reasonably  adjust  Tenant's
Share prospectively based thereon.

      R.    "Utility  Costs" shall include costs for electricity,  power,
gas,  steam, oil or other fuel, water, sewer and other such services  for
the Property, including sales or other taxes thereon.

                          ARTICLE 31:    OFFER

      The submission and negotiation of this Lease shall not be deemed an
offer to enter the same by Landlord (nor an option or reservation for the
Premises),  but  the  solicitation of such an offer  by  Tenant.   Tenant
agrees that its execution of this Lease constitutes a firm offer to enter
the  same which may not be withdrawn for a period of twenty (20) business
days  after delivery to Landlord.  During such period and in reliance  on
the  foregoing, Landlord may, at Landlord's option, deposit any  Security
Deposit and Rent, proceed with any plans, specifications, alterations  or
improvements,  and  permit Tenant to enter the Premises,  but  such  acts
shall  not be deemed an acceptance of Tenant's offer to enter this Lease,
and  such  acceptance  shall be evidenced only by  Landlord  signing  and
delivering this Lease to Tenant.
<PAGE>
                      ARTICLE 32:    MISCELLANEOUS

      A.   Captions and Interpretation.  The captions of the Articles and
Paragraphs  of this Lease, and any computer highlighting of changes  from
earlier  drafts, are for convenience of reference only and shall  not  be
considered  or  referred  to  in resolving questions  of  interpretation.
Tenant  acknowledges that it has read this Lease and that it has had  the
opportunity   to   confer  with  counsel  in  negotiating   this   Lease;
accordingly,  this  Lease  shall be construed  neither  for  nor  against
Landlord   or   Tenant,  but  shall  be  given  a  fair  and   reasonable
interpretation in accordance with the meaning of its terms.   The  neuter
shall  include the masculine and feminine, and the singular shall include
the   plural.   The  term  "including"  shall  be  interpreted  to   mean
"including, but not limited to."

      B.   Survival of Provisions.  All obligations (including indemnity,
Rent  and  other payment obligations) or rights of either  party  arising
during  or  attributable  to the period prior to  expiration  or  earlier
termination  of  this  Lease  shall survive such  expiration  or  earlier
termination.

      C.    Severability.   If any term or provision  of  this  Lease  or
portion  thereof shall be found invalid, void, illegal, or  unenforceable
generally,  or  with  respect to any particular  party,  by  a  court  of
competent  jurisdiction, it shall not affect, impair  or  invalidate  any
other   terms  or  provisions  or  the  remaining  portion   thereof   or
enforceability with respect to any other party.

       D.    Perpetuities.   If  the  Commencement  Date  is  delayed  in
accordance  with  Article 2 for more than nine (9) months,  Landlord  may
declare  this  Lease  terminated  by  notice  to  Tenant,  and   if   the
Commencement  Date  is so delayed for more than three years,  this  Lease
shall  thereupon  be deemed terminated without further action  by  either
party.

      E.    Short  Form Lease.  Neither this Lease nor any memorandum  of
lease  or  short form lease shall be recorded by Tenant, but Landlord  or
any  Lender may elect to record a short form of this Lease, in which case
Tenant shall promptly execute, acknowledge and deliver the same on a form
prepared by Landlord or such Lender.

      F.   Light, Air and Other Interests.  This Lease does not grant any
legal  rights to "light and air" outside the Premises nor any  particular
view  visible  from  the Premises, nor any easements, licenses  or  other
interests unless expressly contained in this Lease.

      G.   Authority.  If Tenant is any form of corporation, partnership,
limited   liability   company  or  partnership,  association   or   other
organization,  Tenant  and all Persons signing for  Tenant  below  hereby
represent  that  this  Lease  has been fully authorized  and  no  further
approvals  are  required, and Tenant is duly organized, in good  standing
and  legally  qualified  to  do business in the  Premises  (and  has  any
required certificates, licenses, permits and other such items).

     H.   Partnership Tenant. If Tenant is a partnership, all current and
new  general  partners  shall be jointly and  severally  liable  for  all
obligations  of  Tenant  hereunder and as this  Lease  may  hereafter  be
modified,  whether such obligations accrue before or after  admission  of
future  partners  or  after any partners die or  leave  the  partnership.
<PAGE>
Tenant  shall  cause  each new partner to sign and  deliver  to  Landlord
written  confirmation of such liability, in form and content satisfactory
to Landlord, but failure to do so shall not avoid such liability.

      I.    Successors  and  Assigns; Transfer of Property  and  Security
Deposit.  Each of the terms and provisions of this Lease shall be binding
upon  and  inure  to  the  benefit  of  the  parties'  respective  heirs,
executors, administrators, guardians, custodians, successors and assigns,
subject  to  Article  13 respecting Transfers and Article  18  respecting
rights  of  Lenders.  Subject to Article 18, if Landlord shall convey  or
transfer  the  Property or any portion thereof in which the Premises  are
contained  to  another party, such party shall thereupon  be  and  become
landlord  hereunder,  shall  be  deemed to  have  fully  assumed  all  of
Landlord's  obligations  under this Lease accruing  during  such  party's
ownership,  including  the return of any Security Deposit,  and  Landlord
shall be free of all such obligations accruing from and after the date of
conveyance or transfer.

      J.    Limitation  of Landlord's Liability.  Tenant agrees  to  look
solely to Landlord's interest in the Property for the enforcement of  any
judgment,  award, order or other remedy under or in connection with  this
Lease  or any related agreement, instrument or document or for any  other
matter whatsoever relating thereto or to the Property or Premises.  Under
no  circumstances  shall  any  present or  future,  direct  or  indirect,
principals   or   investors,  general  or  limited  partners,   officers,
directors, shareholders, trustees, beneficiaries, participants, advisors,
managers, employees, agents or affiliates of Landlord, or of any  of  the
other  foregoing  parties, or any of their heirs, successors  or  assigns
have  any  liability for any of the foregoing matters. In no event  shall
Landlord be liable to Tenant for any consequential damages.

      K.   Confidentiality.  Tenant shall keep the content and all copies
of  this Lease, related documents or amendments now or hereafter entered,
and  all  proposals, materials, information and matters relating thereto,
including  the results of any review of Landlord's records under  Article
3,   strictly  confidential,  and  shall  not  disclose,  disseminate  or
distribute any of the same, or permit the same to occur, except on an "as
needed"  basis  to  the extent reasonably required  for  proper  business
purposes  by Tenant's employees, attorneys, insurers, auditors,  lenders,
brokers  and Transferees (and Tenant shall obligate any such  parties  to
whom  disclosure  is  permitted to honor the  confidentiality  provisions
hereof), and except as may be required by Law or court proceedings.

                     ARTICLE 33:    ENTIRE AGREEMENT

     This Lease, together with the Exhibits and other documents listed in
Article 1 (WHICH ARE HEREBY COLLECTIVELY INCORPORATED HEREIN AND  MADE  A
PART  HEREOF  AS  THOUGH FULLY SET FORTH), contains  all  the  terms  and
provisions between Landlord and Tenant relating to the matters set  forth
herein  and  no  prior  or  contemporaneous  agreement  or  understanding
pertaining  to the same shall be of any force or effect, except  for  any
such  contemporaneous agreement specifically referring to  and  modifying
this  Lease  and signed by both parties.  Without limitation  as  to  the
generality  of the foregoing, Tenant hereby acknowledges and agrees  that
Landlord's leasing agents and field personnel are only authorized to show
the  Premises  and negotiate terms and conditions for leases  subject  to
Landlord's final approval, and are not authorized to make any agreements,
representations,  understandings  or obligations  binding  upon  Landlord
respecting the condition of the Premises or Property, suitability of  the
<PAGE>
same  for  Tenant's business, the current or future amount  of  Taxes  or
Expenses  or  any component thereof, the amount of rent  or  other  terms
applicable  under  other  leases  at the Property,  whether  Landlord  is
furnishing the same utilities or services to other tenants at all, on the
same  level  or  on  the same basis, or any other  matter,  and  no  such
agreements, representations, understandings or obligations not  expressly
contained  herein or in such contemporaneous agreement shall  be  of  any
force  or  effect.   TENANT HAS RELIED ON TENANT'S  INSPECTIONS  AND  DUE
DILIGENCE  IN  ENTERING  THIS LEASE, AND NOT ON ANY   REPRESENTATIONS  OR
WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE HABITABILITY, CONDITION OR
SUITABILITY OF THE PREMISES OR PROPERTY FOR ANY PARTICULAR PURPOSE OR ANY
OTHER  MATTER NOT EXPRESSLY CONTAINED HEREIN.  This Lease, including  the
Exhibits referred to above, may not be modified, except in writing signed
by both parties.

      IN  WITNESS WHEREOF, the parties have executed this Lease as of the
date first set forth above.

               LANDLORD: CMD REALTY INVESTMENT FUND II, L.P. [SEAL]
                         an Illinois limited partnership

                         By:  CMD/Fund II GP Investments, L.P.,
                              an Illinois limited partnership,
                              its general partner

                         By:  CMD REIM II, Inc.,
                              an Illinois corporation,
                              its general partner

                         By:  /s/  Robert C. Gibbons
                                   Robert C. Gibbons
                                   Vice President

               TENANT:   UNIVIEW TECHNOLOGIES CORPORATION  [SEAL]
                         a Texas corporation

                         By:  /s/  Patrick A. Custer
                         Name:     Patrick Custer
                         Its:      President
<PAGE>