OFFICE LEASE


     This  Office  Lease ("Lease") made on February 15, 2006, by and between VSI
REAL  ESTATE  HOLDING,  INC.,  a Florida corporation (hereinafter referred to as
"Landlord"),  and  VIASYS  SERVICES,  INC.,  a  Florida corporation (hereinafter
referred  to  as  "Tenant").

                                  WITNESSETH:

                                    ARTICLE 1

                            DEMISED PREMISES AND TERM

     Landlord  does  hereby  demise  and lease to Tenant, and Tenant accepts all
lease space ("Premises") in the building known as ______________________________
("Building"),  located  at  7750  Professional  Place,  in  Tampa,  Florida
("Property"),  upon  real  property  more  particularly  described in SCHEDULE A
annexed hereto and hereby made a part hereof (the "Land"), for a term commencing
on  the 15th day of February, 2006, and ending on the 14th day of February, 2007
("Term"), unless sooner terminated as provided herein, subject to the agreements
herein  contained.

                                    ARTICLE 2

                                    BASE RENT

     Tenant  shall  pay  to Landlord at the office of Landlord, or at such other
place  as  Landlord  may  designate, the annual "Base Rent" of One Hundred Fifty
Thousand  and  NO/100  Dollars  ($150,000.00)  in  equal monthly installments of
Twelve  Thousand Five Hundred and NO/100 Dollars ($12,500.00) each in advance on
the  first  day  of  each  and every calendar month during the Term. 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, then the Base Rent for such
fractional  month  shall  be prorated on the basis of 1/365th of the annual Base
Rent  for  each day of such fractional month. Base Rent shall be payable without
any  prior  demand  therefor  and  without any deductions or setoffs whatsoever.

                                    ARTICLE 3

                                RENT ADJUSTMENTS

     Landlord and Tenant agree that the following rent adjustments shall be made
with  respect  to  each calendar year of the Term, or portion thereof, including
the  calendar  year in which the Lease terminates, beginning with the Base Year,
which  Base  Year  shall  be  the  calendar  year  2006.

     A.     Tenant  shall  pay  to  Landlord  an  amount  equal to the amount of
Ownership  Taxes  due  and  payable  or  paid  in any calendar year by Landlord,
beginning  with  the  Base  Year.  Tenant's  -


                                        1
<PAGE>
Proportionate  Share  of  such  Ownership  Taxes  is  agreed  to  be  100%.

     "Ownership  Taxes"  shall  mean  all  taxes  of every kind and nature which
Landlord  shall  pay  in respect of a calendar year, because of or in connection
with  the  ownership,  leasing,  and operation of the Building and the Property,
subject  to  the  following:

          (1)     The  amount  of  ad  valorem  real and personal property taxes
against  Landlord's real and personal property to be included in Ownership Taxes
shall  be the amount shown by the latest available tax bills required to be paid
in  the  calendar year in respect of which Ownership Taxes are being determined.
The amount of any tax refunds shall be deducted from Ownership Taxes in the year
they  are  received  by  Landlord;

          (2)     The  amount  of  special  taxes  or  special assessments to be
included  shall be limited to the amount of the installments (plus any interest,
other  than  penalty  interest,  payable thereon) of such special tax or special
assessment  required  to  be  paid  during the calendar year in respect of which
Ownership  Taxes  are  being  determined;

          (3)     The  amount  of  any  tax  or  excise  levied  by the State of
Florida, the City of Tampa, or any political subdivision of either, or any other
taxing body, on rents or other income from the Property to be included shall not
be  greater than the amount which would have been payable on account of such tax
or  excise  by  Landlord  during the calendar year in respect of which Ownership
Taxes  are  being  determined,  had  the  income  received  by Landlord from the
Building  [excluding  amounts payable under this subparagraph (3)] been the sole
taxable  income  of  Landlord  for  such  calendar  year;

          (4)     Ownership  Taxes  shall also include and transfer taxes, stamp
taxes or other taxes charged or levied upon this Lease or relating to this Lease
transaction;

          (5)     Ownership Taxes shall also include Landlord's reasonable costs
and  expenses (including reasonable attorney's fees) in contesting or attempting
to  reduce  any  Ownership  Taxes;  and

          (6)     There  shall be excluded from Ownership Taxes all income taxes
[except  those  that may be included pursuant to subparagraph (3) above], excess
profits  taxes,  franchise,  capital  stock  and  inheritance  or  estate taxes.

     B.     Tenant  shall  pay  to  Landlord  an  amount  equal  to  Tenant's
Proportionate  Share  of all Operating Expenses for any calendar year, beginning
with  the  Base Year. Tenant's Proportionate Share of such Operating Expenses is
agreed  to  be  100%.

     "Operating  Expenses"  shall  mean  all  expenses, costs, and disbursements
(other than Ownership Taxes) of every kind and nature that Landlord shall pay or
become  obligated  to  pay  in  respect  of  a  calendar  year, because of or in
connection with the ownership, management, maintenance, repair, and operation of
the  Building  and  the  Property,  except  the  following:


                                        2
<PAGE>
          (1)     Costs  of  alterations  of  other  tenant  spaces,  if  any;

          (2)     Costs  of  capital  improvements,  except  for  such  costs,
including  interest  thereon,  as  are  reasonably  amortized  and determined by
Landlord,  where  one of the purposes of such capital improvements was to reduce
Operating  Expenses;

          (3)     Depreciation, interest and principal payments on mortgages and
other  debt  costs,  if  any;  and

          (4)     Real  estate  brokers'  leasing  commissions  or compensation.

     In the event the Building is not fully occupied during the Base Year or any
succeeding calendar year, the variable Operating Expenses for that year shall be
equitably adjusted to reflect the Operating Expenses as though the Building were
fully  occupied.

     C.     Tenant  shall  pay  to  Landlord  an  amount  equal  to  Tenant's
Proportionate  Share  of  all  Insurance  Expenses  incurred by Landlord for any
calendar  year,  beginning  with  the Base Year. Tenant's Proportionate Share of
such  Insurance  Expenses  agreed  to  be  100%.

     "Insurance  Expenses" shall mean all premiums, costs and disbursements that
Landlord  shall  pay  or  become obligated to pay in respect of a calendar year,
because  of  or in connection with the insurance relating to the Building and/or
the  Property, including, without limitation, all liability insurance carried by
Landlord  and extended coverage insurance insuring the Building against fire and
such other risks as Landlord may decide to insure from time to time, at its sole
discretion.

     D.     In  order  to  provide  for current payments on account of Ownership
Taxes,  Operating  Expenses  and  Insurance  Expenses  payable in the Base Year,
Tenant  agrees,  at  Landlord's  request,  to  pay  as  additional rent Tenant's
Proportionate  Share  due for the ensuing calendar year as estimated by Landlord
from  time to time, in twelve (12) monthly installments, each in an amount equal
to one-twelfth (1/12th) of Tenant's Proportionate Share so estimated by Landlord
commencing  on  the first day of the month following the month in which Landlord
notifies  Tenant  of  the amount of such estimated Tenant's Proportionate Share.
If,  as  finally determined (whether in the succeeding calendar year at the time
of  delivery  of  the annual report provided for in subparagraph E hereof, or in
the  current  calendar  year  when  the final amount of any portion of Ownership
Taxes  becomes  known  to  Landlord),  Tenant's Proportionate Share of Operating
Expenses,  Ownership  Taxes  or Insurance Expenses shall be greater than or less
than  the  aggregate of all installments so paid on account to Landlord prior to
receipt  of  an  invoice from Landlord, then Tenant upon receipt of such invoice
shall  pay to Landlord the amount of such underpayment, or Landlord shall credit
Tenant  for  the  amount  of  such  overpayment,  as  the case may be. It is the
intention  hereunder  to  estimate  the  amount  of  Ownership  Taxes, Operating
Expenses  and  Insurance  Expenses  from  time to time for each year and then to
adjust  such  estimate  from  time  to  time  based  on  actual Ownership Taxes,
Operating  Expenses  and  Insurance  Expenses  incurred  or  paid  by  Landlord.

     (E)     Landlord  agrees  to  keep  books and records showing the Operating
Expenses  in  accordance  with  a  system  of  accounts and accounting practices
consistently  maintained  on  a  year-


                                        3
<PAGE>
to-year  basis  in  compliance  with such provisions of this Lease as may affect
such  accounts.

     Landlord  shall  deliver  to  Tenant  after the close of each calendar year
(including  the calendar year in which this Lease terminates) a report signed by
an  officer  or  agent  of  Landlord.  The  report  shall contain the following:

          (1)     The  officer's or agent's statement that the books and records
covering  the  operation of the Building have been maintained in accordance with
the  requirements  in  this  subparagraph  (E);

          (2)     The  amount  by which the Operating Expenses for such calendar
year  exceed  the  Operating  Expenses  for  the  Base  year;  and

          (3)     The  amount of Ownership Taxes and Insurance Expenses for such
calendar  year.

     In  the event any rent adjustment results in a net increase in the rent due
Landlord,  Tenant  shall,  and  agrees to, pay to Landlord immediately following
Tenant's  receipt of an invoice from time to time by Landlord an amount equal to
such  rent  adjustment  for  such  prior  calendar  year  or  portion  thereof.

     F.     The  obligation  of Tenant with respect to the payment of  Base Rent
and  rent adjustments due hereunder shall survive the termination of this Lease.
Any  payment,  refund,  or  credit  made  pursuant to this Section shall be made
without  prejudice to any right of Tenant to dispute, or of Landlord to correct,
any  items  as billed pursuant to the provisions hereof. In the event this Lease
shall  have  been  in  effect  for  less than the full calendar year immediately
preceding Tenant's receipt of the invoices provided for in subparagraphs D and E
hereof,  the  rent  adjustment  shall  be  prorated.  In no event shall any rent
adjustment  result  in  a  decrease  in  the  Base  Rent  hereunder.

                                    ARTICLE 4

                                      USE

     Tenant  shall  use  and occupy the Premises for general office purposes and
for  no  other  purpose  whatsoever.  Tenant  shall  not  use or permit upon the
Premises  anything  that  will  invalidate  any  policies  of  insurance  now or
hereafter  carried  on the Building, or that will increase the rate of insurance
on the Premises or on the Building. Tenant will pay all extra insurance premiums
that may be caused by the use Tenant shall make of the Premises. Tenant will not
use  or permit upon the Premises anything that may be dangerous to life or limb.
Tenant  will not in any manner deface or injure the Building or any part thereof
or  overload  the  floors of the Premises. Tenant will not do anything or permit
anything  to  be done upon the Premises in any way tending to create a nuisance,
or  tending  to  disturb  any  other  tenant in the Building or the occupants of
neighboring  property,  or  tending  to  injure  the reputation of the Building.
Tenant  will  comply  with all governmental, health, and police requirements and
regulations  respecting  the  Premises.  Tenant  will  not  use  the  Premises


                                        4
<PAGE>
for  lodging  or  sleeping  purposes  or for immoral or illegal purposes. Tenant
shall  not  conduct nor permit to be conducted on the Premises any business that
is  contrary  to any of the laws of the United States of America or of the State
of  Florida  or  that is contrary to the ordinances of the City of Tampa. Tenant
shall not at any time manufacture, sell, use, or give away, and shall not at any
time  permit  the  manufacture, sale, use, or gift of any spirituous, fermented,
intoxicating,  or  alcoholic  liquors  or controlled substances on the Premises.
Tenant  shall  not at any time sell, purchase, or give away, or permit the sale,
purchase,  or  gift  of,  food  in  any  form  on  the  Premises.

                                    ARTICLE 5

                                    SERVICES

     Landlord shall provide, at Landlord's expense, except as otherwise provided
and  subject  to  applicable  government  regulations,  the  following services:

     A.     Air  conditioning  and  heat  to  provide a temperature required, in
Landlord's  reasonable judgment, for comfortable occupancy of the Premises under
normal  business  operations  comparable  to other first-class non-institutional
office  buildings  located  in Tampa, Florida, daily from 8:00 A.M. to 6:00 P.M.
(Saturdays  to  1:00  P.M.),  Sundays  and  holidays  excepted.  Whenever
heat-generating machines or equipment installed by Tenant affect the temperature
otherwise  maintained  by Landlord in the Premises, or whenever the occupancy or
electrical  load  exceeds  those standards set forth in the separate work letter
agreement  signed  by  Landlord  and  Tenant,  Landlord  shall  be  relieved  of
responsibility  for maintaining the air conditioning standards set forth in such
work  letter  agreement,  and  in  such event Landlord reserves the right at its
option to (1) require Tenant to discontinue use of such heat-generating machines
or  equipment,  or  (2)  install  supplementary  air  conditioning  units in the
Premises,  the  cost, installation, operation, and maintenance of which shall be
paid  by  Tenant to Landlord at such rates as Landlord charges from time to time
in the Building. Tenant agrees that at all times it will cooperate with Landlord
and  abide  by  all regulations and requirements that Landlord may prescribe for
the  proper  functioning  of  the  ventilating  and  air  conditioning  systems.

     B.     Water  from  City  of Tampa mains for drinking, lavatory, and toilet
purposes  drawn  through  fixtures  installed  by  Landlord,  or  by Tenant with
Landlord's  written  consent,  from  regular  Building  supply at the prevailing
temperature.  Tenant  shall  pay  Landlord  at rates fixed by Landlord for water
furnished  for  any other purpose. Tenant shall not waste or permit the waste of
water.

     C.     Janitor  service  (as  outlined on Exhibit B attached hereto) in and
about  the Premises, Saturdays, Sundays, and holidays excepted. Tenant shall not
provide  any  janitor services without Landlord's written consent, and then only
subject to supervision by Landlord and at Tenant's sole responsibility, and by a
janitor, contractor, or employees at all times satisfactory to Landlord, but not
as  agent  or  servant  of  Landlord.

     D.     Adequate  passenger  elevator  service  at  all  times  and  freight
elevator  service  subject  to  scheduling  by Landlord, both without operators.


                                        5
<PAGE>
     E.     Electricity for the Premises shall not be furnished by Landlord, but
shall  be furnished by the electric utility company serving the Building. Tenant
shall  make all necessary arrangements with the utility company for metering and
paying  for electric current furnished by it to Tenant, and Tenant shall pay for
all  charges  for  electric  current consumed on the Premises during the Term of
this  Lease.  Tenant  agrees to purchase from Landlord, or its agent, all lamps,
bulbs,  ballasts,  and  starters  used  in  the  Premises.

     F.     Such  additional  services  on  such  terms and conditions as may be
mutually  agreed  upon  by  Landlord  and  Tenant.

     All charges for any services shall be deemed rent reserved under this Lease
and  shall  be  due and payable at the same time as the installment of rent with
which they are billed, or, if billed separately, shall be due and payable within
ten (10) days after such billing. In the event Tenant shall fail to make payment
for such services Landlord may, without notice to Tenant, discontinue any or all
such  services,  and  such  discontinuance  shall  not  be held or pleaded as an
eviction or as a disturbance in any manner whatsoever of Tenant's possession, or
relieve  Tenant  from  the payment of rent when due, or vary or change any other
provision  of  this  Lease  or  render  Landlord  liable for damages of any kind
whatsoever.

     Neither  Landlord  nor  any  company,  firm,  or  individual  operating,
maintaining,  managing, or supervising the plant or facilities furnishing any of
the  above  services,  nor any of their respective agents or employees, shall be
liable  to  Tenant, or any of Tenant's employees, agents, customers, or invitees
or  anyone  claiming through or under Tenant, for any damages, injuries, losses,
expenses,  claims,  or  causes  of  action,  because  of  any  interruption  or
discontinuance  at any time for any reason in the furnishing of any of the above
services;  nor  shall  any  such  interruption  or  discontinuance  be deemed an
eviction  or  disturbance  of  Tenant's use or possession of the Premises or any
part  thereof;  nor shall any such interruption or discontinuance relieve Tenant
from  full  performance  of  Tenant's  obligations  under  this  Lease.

                                    ARTICLE 6

                                   POSSESSION

     In  the event the Premises are not completed and ready for occupancy on the
date  above  fixed  for  the  commencement of the Term of this Lease, this Lease
shall  nevertheless  continue  in  full force and effect, and no liability shall
arise  against Landlord out of any such delay beyond the abatement of rent until
the  Premises  are  ready  for  occupancy;  provided, however, there shall be no
abatement of rent if the space is not ready for occupancy because of the failure
to  complete  the  installation  of  special  equipment,  fixtures, or materials
ordered  by  Tenant  or  due  to  any  fault  of  Tenant.  If Tenant shall enter
possession  of all or any part of the Premises prior to the date fixed above for
the  first  day  of  the Term, all of the covenants and conditions of this Lease
shall  be binding upon the parties hereto in respect of such possession the same
as  if  the  first  day  of  the  Term had been fixed as of the date when Tenant
entered such possession, and Tenant shall pay to Landlord as rent for the period
prior  to  the first day of the Term of this Lease a proportionate amount of the
rent  set  forth  in  Article  2.


                                        6
<PAGE>
                                    ARTICLE 7

                              CONDITION OF PREMISES

     Tenant's  taking possession of the Premises shall be conclusive evidence as
against  Tenant  that the Premises were in good order and satisfactory condition
when Tenant took possession, except as to latent defects. No promise of Landlord
to  alter,  remodel,  repair,  or  improve  the  Premises or the Building and no
representations  respecting  the  condition of the Premises or the Building have
been  made  by Landlord to Tenant, other than as may be contained herein or in a
separate  work  letter  agreement  signed  by  Landlord  and  Tenant.

                                    ARTICLE 8

                                     REPAIRS

     Except as otherwise provided in Article 11 of this Lease and subject to the
provisions  of  Article  9  of  this  Lease,  Tenant shall, at its sole cost and
expense,  keep  the  Premises in good repair and tenantable condition during the
Term,  and Tenant shall promptly arrange with Landlord at Tenant's sole cost and
expense for the repair of all damages to the Premises and for the replacement or
repair  of  all  damaged or broken glass, fixtures, and appurtenances within any
reasonable  period of time specified by Landlord, provided, however, that Tenant
shall  not  be  required  to repair or replace broken or damaged exterior window
glass,  unless such replacement or repair is necessitated by the act, failure to
act, or neglect of Tenant, its servants, employees, agents, invitees, or guests.
If  Tenant does not promptly make such arrangements, Landlord may, but need not,
make  such  repairs and replacements, and the costs paid or incurred by Landlord
for such repairs and replacements shall be deemed additional rent reserved under
this Lease due and payable forthwith. Landlord may, but shall not be required so
to  do,  enter  the  Premises  at  all  reasonable  times  to  make any repairs,
alterations,  improvements,  or  additions, including, but not limited to, ducts
and  all  other facilities for heating and air conditioning service, as Landlord
shall  desire  or  deem necessary for the safety, preservation or improvement of
the Building, or as Landlord may be required to do by any governmental authority
or  by  the  order  or  decree  of  any  court or by any other proper authority.

     In  the  event  Landlord  or  its  agents  or contractors shall elect or be
required  to  make  repairs,  alterations,  improvements,  or  additions  to the
Premises  or  the  Building, Landlord shall be allowed to take into and upon the
Premises  all  material  that may be required to make such repairs, alterations,
improvements,  or  additions and, during the continuance of any of said work, to
temporarily  close doors, entryways, public space, and corridors in the Building
and  to  interrupt  or  temporarily  suspend any services and facilities without
being  deemed  or  held guilty of an eviction of Tenant or liable for damages to
Tenant's property, business, or person, and the rent reserved herein shall in no
way  abate while said repairs, alterations, improvements, or additions are being
made,  and  Tenant  shall not be entitled to maintain any setoff or counterclaim
for  damages  of  any  kind against Landlord by reason thereof. Landlord may, at
its  option,  make  all such repairs, alterations, improvements, or additions in
and  about  the Building and the Premises during ordinary business hours, but if
Tenant  desires  to  have  the same done at any other time, Tenant shall pay for
all  overtime  and  additional  expenses  resulting  therefrom.


                                        7
<PAGE>
                                    ARTICLE 9

                                   ALTERATIONS

     Tenant  shall  not, without the prior written consent of Landlord, make any
repairs,  replacements, alterations, improvements, or additions to the Premises.
In  the  event Tenant desires to make any alterations, improvements or additions
pursuant to this Article 9, or any repairs or replacements pursuant to Article 8
of  this  Lease,  Tenant  shall,  prior  to  commencing  any  such  work:

     (a)     Submit  to  Landlord  plans and specifications showing such work in
reasonable  detail  and  obtain  Landlord's  prior  written  approval;

     (b)     Furnish  Landlord  with  the names and addresses of all contractors
and  copies  of all contracts with such contractors, and obtain Landlord's prior
written  approval;

     (c)     Provide  Landlord  with all necessary permits evidencing compliance
with  all  ordinances  and regulations of the City of Tampa or any department or
agency thereof, and with the requirements of all statutes and regulations of the
State  of  Florida  or  any  department  or  any  agency  thereof;

     (d)     Provide  Landlord  with  certificates  of  insurance  in  forms and
amounts  satisfactory to Landlord naming Landlord as an additional insured where
required  by  Landlord;  and

     (e)     Comply  with such other requests as Landlord may reasonably make in
connection  with  such  work.

     All  such  work shall, at Landlord's election, be subject to supervision by
Landlord, and Tenant shall promptly pay Landlord the reasonable cost of all such
supervision.

     TENANT  HEREBY  AGREES  TO  PROTECT,  DEFEND,  INDEMNIFY, AND HOLD LANDLORD
HARMLESS  FROM  ANY  AND  ALL LIABILITIES OF EVERY KIND AND DESCRIPTION THAT MAY
ARISE  OUT  OF  OR  IN  CONNECTION WITH SUCH REPAIRS, REPLACEMENTS, ALTERATIONS,
IMPROVEMENTS,  OR  ADDITIONS.

     Upon  completing  any  of  such  repairs,  replacements,  alterations,
improvements,  or  additions,  Tenant  shall  furnish Landlord with contractors'
affidavits  and  full and final waivers of lien and receipted bills covering all
labor  and  material  expended and used. All repairs, replacements, alterations,
improvements,  and  additions  shall  comply with all insurance requirements and
with  all  ordinances  and regulations of the City of Tampa or any department or
agency  thereof and with the requirements of all statutes and regulations of the
State  of  Florida  or  of  any  department  or  agency  thereof.  All  repairs,
replacements, alterations, improvements, and additions shall be constructed in a
good  and  workmanlike  manner  and  only good grades of material shall be used.


                                        8
<PAGE>
     All  alterations,  improvements,  additions,  repairs,  and  replacements,
whether temporary or permanent in character, including, but not limited to, wall
coverings,  carpeting and other floor coverings, special lighting installations,
built-in or attached shelving, cabinetry and mirrors, made by Landlord or Tenant
in  or upon the Premises, shall become Landlord's property and shall remain upon
the  Premises  at  the  termination  of this Lease by lapse of time or otherwise
without  compensation  to  Tenant  (excepting  only  Tenant's  movable  office
furniture,  trade  fixtures,  and  office  equipment);  provided,  however, that
Landlord  shall  have  the  right  to require Tenant to remove such alterations,
improvements,  additions,  repairs,  or  replacements  at Tenant's sole cost and
expense  in  accordance  with  the  provisions  of  Article  19  of  this Lease.

                                   ARTICLE 10

                             COVENANT AGAINST LIENS

     Nothing  contained  in this Lease shall authorize Tenant to do any act that
shall  in  any  way  encumber  Landlord's  title  to  the Building, Property, or
Premises,  nor  in any way subject Landlord's title to any claims by way of lien
or  encumbrance, whether claimed by operation of law or by virtue of any express
or  implied  contract  of  Tenant,  and  any  claim to a lien upon the Building,
Property,  or  Premises  arising from any act or omission of Tenant shall attach
only  against  Tenant's  interest  and  shall  in all respects be subordinate to
Landlord's  title  to  the  Building,  Property, and Premises. If Tenant has not
removed  any  such  lien  or  encumbrance within fifteen (15) days after written
notice  to  Tenant  by Landlord, Landlord may pay the amount necessary to remove
such  lien or encumbrance without being responsible for making any investigation
as  to  the  validity thereof, and the amount so paid shall be deemed additional
rent  reserved  under  this  Lease  due  and  payable  forthwith.

                                   ARTICLE 11

                    DAMAGE OR DESTRUCTION BY FIRE OR CASUALTY

     If  the Premises or the Building (including machinery and equipment used in
its  operation)  shall be destroyed or damaged by fire or other casualty, and if
the  Premises or Building may be repaired and restored within one hundred twenty
(120)  days  (plus  such  additional time during which Landlord may be prevented
from completing the repairs for causes beyond its reasonable control) after such
damage,  then Landlord shall have the option to: (a) repair and restore the same
with reasonable promptness, or (b) demolish the Building or cease its operation,
in  which  event this Lease shall automatically be canceled and terminated as of
the  date  of such damage. In the event any such damage not caused by the act or
neglect  of  Tenant,  its  agents,  contractors,  servants,  employees,  guests,
licensees,  or  invitees renders the Premises untenantable, in whole or in part,
and if this Lease shall not be canceled and terminated by reason of such damage,
then  rent shall abate during the period beginning with the date of such fire or
other  casualty and ending with the date when Landlord's work in the Premises is
completed, such abatement to be in an amount bearing the same ratio to the total
amount of rent for such period as the untenantable portion of the Premises bears
to  the  entire  Premises.  Landlord's  work  shall  not  include  the  repair,
replacement,  or


                                        9
<PAGE>
restoration  of  Tenant's  fixtures  or  tenant improvements, including, but not
limited  to,  special  wall  and  floor  coverings,  special  lighting fixtures,
built-in  cabinets  and  bookshelves.

     If  such  damage renders the Premises untenantable in whole or in part, and
if,  in  Landlord's  judgment,  such  damage  cannot  reasonably be repaired and
restored  within one hundred twenty (120) days (plus such additional time during
which  Landlord  may  be prevented from completing the repairs for causes beyond
its  reasonable  control),  either  party  shall  have  the  right to cancel and
terminate  this  Lease  as  of  the date of such damage, provided, however, that
Tenant  may  not  elect to terminate this Lease if such damage was caused by the
act or neglect of Tenant, its agents, servants, employees, guests, licensees, or
invitees.

     Any  right  to terminate or any other option provided for any party in this
Article  11 must be exercised by written notice to the other party served within
one  hundred  fifty  (150)  days  after  such  damage  shall  have  occurred.

                                    ARTICLE 12

                                    INSURANCE

     In  consideration  of  the  leasing  of  the Premises at the rent stated in
Article  2, Landlord and Tenant agree to provide insurance and allocate the risk
of  loss  as  follows:

     Tenant,  at  its  sole  cost  and  expense,  but  for the mutual benefit of
Landlord  (when  used in this Article the term "Landlord" shall include Landlord
and  its  agents, servants, and employees) and Tenant (when used in this Article
the  term  "Tenant"  shall  include  Tenant's  agents, servants, and employees),
agrees  to  purchase  and  keep  in  force  and  effect  during  the Term hereof
insurance,  under  policies  issued by insurers of recognized responsibility, on
its  fixtures  and  tenant  improvements, including, but not limited to, special
wall  and  floor coverings, special lighting fixtures, and built-in cabinets and
bookshelves,  and on its merchandise, inventory, contents, furniture, equipment,
or  other  personal  property  located  in the Premises, protecting Landlord and
Tenant  from  damage  or other loss caused by fire or other casualty, including,
but not limited to, vandalism and malicious mischief, perils covered by extended
coverage,  theft,  sprinkler  leakage, water damage (however caused), explosion,
malfunction  or  failure  of  heating  and cooling or other apparatus, and other
similar  risks  in amounts not less than the full insurable replacement value of
such  property.  Such  insurance  shall  provide  that  it  is  specific and not
contributory  and shall name Landlord as an additional insured and shall contain
a  replacement  cost  endorsement  and  a clause pursuant to which the insurance
carriers waive all rights of subrogation against Landlord with respect to losses
payable  under  such  policies.

     Landlord  agrees  to purchase and keep in force and effect insurance on the
Building  against  fire  and  such  other  risks  as may be included in extended
coverage  insurance  from  time to time available in an amount not less than the
greater  of  80%  of  the  full  insurable  value  of the Building or the amount
sufficient  to prevent Landlord from becoming a coinsurer under the terms of the
applicable  policies. Such policies shall contain a replacement cost endorsement
and  a  clause  pursuant  to  which  the  insurance carriers waive all rights of
subrogation  against  Tenant with respect to losses payable under such policies.


                                       10
<PAGE>
     By this section, Landlord and Tenant intend that the risk of loss or damage
as  described  above  be  borne by responsible insurance carriers, to the extent
above  provided,  and Landlord and Tenant hereby agree to look solely to, and to
seek  recovery  only from, their respective insurance carriers in the event of a
loss of a type described above, to the extent that such coverage is agreed to be
provided  hereunder. For this purpose, any applicable deductible amount shall be
treated  as  though it were recoverable under such policies. Landlord and Tenant
agree that applicable portions of all monies collected from such insurance shall
be  used  toward the full compliance with the obligations of Landlord and Tenant
under  this  Lease  in  connection  with  damage  resulting  from  fire or other
casualty.

                                   ARTICLE 13

                              LIABILITY INSURANCE

     Tenant  shall,  at Tenant's expense, maintain during the Term comprehensive
public liability insurance, contractual liability insurance, and property damage
insurance  under  policies issued by insurers of recognized responsibility, with
limits  of  not  less  than  $2,000,000.00  for  personal injury, bodily injury,
sickness,  disease,  or  death  or  for  damage  or  injury to or destruction of
property  (including  the  loss  of  use  thereof)  for  any one occurrence, and
$5,000,000.00  in  the  aggregate.  Tenant's  policies  shall name Landlord, its
agents,  servants,  and  employees  as  additional  insureds.

                                   ARTICLE 14

                                  CONDEMNATION

     If  the  whole  or  any part of the Premises or of the Building or Property
shall  be  taken  or  condemned by any competent authority for any public use or
purpose, or if any adjacent property or street shall be condemned or improved in
such  manner  as  to  require  the  use  of  any  part of the Premises or of the
Building,  the Term, at the option of Landlord, shall end upon the date when the
possession  of  the part so taken shall be required for such use or purpose, and
Landlord  shall  be  entitled to receive the entire award without any payment to
Tenant.  Current  rent  shall be apportioned as of the date of such termination.

                                   ARTICLE 15

                         WAIVER OF CLAIMS AND INDEMNITY

     Tenant agrees that, to the extent not expressly prohibited by law, Landlord
and  its  officers, agents, servants, and employees shall not be liable for (nor
shall  rent  abate as a result of) any direct or consequential damage (including
damage claimed for actual or constructive eviction) either to person or property
sustained by Tenant, its servants, employees, agents, invitees, or guests due to
the Building or any part or any appurtenances thereof becoming out of repair, or
due  to  the  happening of any accident in or about said Building, or due to any
act  or  neglect  of  any  tenant  or


                                       11
<PAGE>
occupant  of  said  Building  or of any other person. This provision shall apply
particularly  (but  not  exclusively)  to  damage  caused by water, snow, frost,
steam,  sewage, gas, sewer gas or odors or by the bursting, leaking, or dripping
of pipes, faucets, and plumbing fixtures, and shall apply without distinction as
to  the  person whose act or neglect was responsible for the damage, and whether
the damage was due to any of the causes specifically enumerated above or to some
other  cause  of  an  entirely different kind. Tenant further agrees that all of
Tenant's  personal property in the Premises or the Building shall be at the risk
of  Tenant only, and that Landlord shall not be liable for any damage thereto or
theft  thereof.  TENANT  AGREES TO PROTECT, INDEMNIFY, AND SAVE LANDLORD AND ITS
OFFICERS,  AGENTS, SERVANTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES,  DAMAGES,  AND EXPENSES ARISING FROM INJURY TO PERSONS OR DAMAGE TO
PROPERTY  ON  THE  PREMISES,  OR  IN  OR ABOUT THE BUILDING ARISING OUT OF OR IN
CONNECTION WITH TENANT'S USE OR OCCUPANCY OF THE PREMISES OR TENANT'S ACTIVITIES
IN  THE  BUILDING.

                                   ARTICLE 16

                                    NONWAIVER

     No  waiver of any condition expressed in this Lease shall be implied by any
neglect  of  Landlord  to enforce any remedy on account of the violation of such
condition,  if  such  violation  be  continued  or repeated subsequently, and no
express  waiver  shall affect any condition other than the one specified in such
waiver  and that one only for the time and in the manner specifically stated. No
receipt  of  moneys  by Landlord from Tenant after the termination in any way of
the Term or of Tenant's right of possession hereunder or after the giving of any
notice  shall  reinstate, continue or extend the Term or affect any notice given
to  Tenant  prior  to the receipt of such moneys, it being agreed that after the
service  of  notice  or  the  commencement of a suit or after final judgment for
possession  of  the  Premises Landlord may receive and collect any rent or other
sums  due,  and  such  payment  shall  not waive or affect said notice, suit, or
judgment.

                                   ARTICLE 17

                                WAIVER OF NOTICE

     Except as provided in Article 18 hereof, Tenant hereby expressly waives the
service  of  any  notice  of intention to terminate this Lease or to reenter the
Premises  and waives the service of any demand for payment of rent or possession
and  waives  the service of any other notice or demand prescribed by any statute
or  other  law.

                                   ARTICLE 18

                              LANDLORD'S REMEDIES

     If  default  shall  be  made  in the payment of the rent or any installment
thereof,  or in the payment of any other sum required to be paid by Tenant under
this  Lease,  or  under  the  terms  of  any


                                       12
<PAGE>
other agreement between Landlord and Tenant, and such default shall continue for
ten (10) days after written notice to Tenant, or if default shall be made in the
performance  of  any  of the other covenants or conditions Tenant is required to
observe  and perform, and such default shall continue for thirty (30) days after
written  notice  to  Tenant, or if the interest of Tenant in this Lease shall be
levied  on  under  execution or other legal process, or if any petition shall be
filed  by or against Tenant to declare Tenant a bankrupt or to delay, reduce, or
modify Tenant's debts or obligations, or if any petition shall be filed or other
action  taken to reorganize or modify Tenant's capital structure, if Tenant be a
corporation  or  other  entity,  or if Tenant be declared insolvent according to
law,  or if any assignment of Tenant's property shall be made for the benefit of
creditors,  or if a receiver or trustee is appointed for Tenant or its property,
or if Tenant shall abandon or vacate the Premises during the Term of this Lease,
then  Landlord  may  treat  the  occurrence  of any one or more of the foregoing
events as a breach of this Lease and thereupon at its option may, without notice
or  demand  of  any kind to Tenant or any other person, have  any one or more of
the  following  described  remedies in addition to all other rights and remedies
provided  at  law  or  in  equity:

          (a)     Landlord may terminate this Lease and the Term created hereby,
in  which event Landlord may forthwith repossess the Premises and be entitled to
recover  forthwith as damages a sum of money equal to the value of the Base Rent
and rent adjustments provided to be paid by Tenant for the balance of the stated
Term  of  the Lease, less the fair rental value of the Premises for said period,
and  any  other  sum  of  money  and  damages  owed  by  Tenant  to  Landlord.

          (b)     Landlord  may  terminate  Tenant's right of possession and may
repossess  the Premises by forcible entry or detainer suit or otherwise, without
demand  or  notice  of any kind to Tenant and without terminating this Lease, in
which  event  Landlord may, but shall be under no obligation so to do, relet all
or  any  part  of  the  Premises  for  such rent and upon such terms as shall be
satisfactory  to  Landlord (including the right to relet the Premises for a term
greater or lesser than that remaining under the Term of this Lease and the right
to  relet  the  Premises  as a part of a larger area and the right to change the
character  or  use  made  of  the  Premises). For the purpose of such reletting,
Landlord is authorized to decorate or to make any repairs, changes, alterations,
or  additions  in or to the Premises that may be necessary or convenient, and if
Landlord  shall  fail  or  refuse  to relet the Premises, or if the Premises are
relet  and  a  sufficient  sum  shall  not be realized from such reletting after
paying  all  of  the  costs  and expenses of such decorations, repairs, changes,
alterations,  and  additions,  and  the  expenses  of  such reletting and of the
collection  of  the  rent accruing therefrom to satisfy the rent provided for in
this  Lease to be paid, then Tenant shall pay to Landlord as damages a sum equal
to  the  amount of the Base Rent and rent adjustments reserved in this Lease for
such  period  or  periods,  or,  if  the  Premises have been relet, Tenant shall
satisfy  and pay any such deficiency upon demand therefor from time to time, and
Tenant  agrees that Landlord may file suit to recover any sums falling due under
the terms of this paragraph and any other sums due under this Lease from time to
time,  and  that no suit or recovery of any portion due Landlord hereunder shall
be  any  defense to any subsequent action brought for any amount not theretofore
reduced  to  judgment  in  favor  of  Landlord.


                                       13
<PAGE>
                                   ARTICLE 19

                            SURRENDER OF POSSESSION

     A.     On  or  before  the  date  this  Lease  and  the Term hereby created
terminate,  or  on  or  before the date Tenant's right of possession terminates,
whether  by  lapse  of  time  or  at  the  option  of  Landlord,  Tenant  shall:

          (1)     Restore  the  Premises  to the same condition they were in  at
the  beginning  of  the Term (except as otherwise provided in Article 11 of this
Lease) and remove those alterations, improvements, or additions installed for or
during  Tenant's occupancy, whether installed by Landlord or Tenant, or acquired
by  Tenant  from  former tenants, which Landlord shall request Tenant to remove;

          (2)     Remove  from  the  Premises  and  the Building all of Tenant's
personal  property;  and

          (3)     Surrender  possession  of  the Premises to Landlord in a clean
condition  free  of  all  rubbish  and  debris.

     B.     If  Tenant  shall  fail  or  refuse  to  restore the Premises to the
above-described  condition  on  or before the above-specified date, Landlord may
put the Premises in such condition and recover from Tenant Landlord's cost of so
doing.  Without  limiting  the generality of the foregoing, Tenant agrees to pay
Landlord,  upon demand, the cost of restoring the walls, ceilings, and floors of
the  Premises  to  the  same  condition  that  existed  prior to the date of the
commencement  of  any  alterations,  improvements,  or  additions made by or for
Tenant's  occupancy  (or  a  prior  tenant's  occupancy,  if  such  alterations,
improvements,  or additions were acquired by Tenant from a former tenant) of the
Premises.  If Tenant shall fail or refuse to comply with Tenant's duty to remove
all  personal  property  from  the  Premises  and  the Building on or before the
above-specified  date, the parties hereto agree and stipulate that Landlord may,
at  its  election:

          (1)     Treat  such  failure  or  refusal  as  an  offer  by Tenant to
transfer  title  to  such  personal  property  to Landlord, in which event title
thereto  shall  pass  under this Lease as a bill of sale to and vest in Landlord
absolutely  without  any  cost either by setoff, credit allowance, or otherwise,
and  Landlord  may  remove,  sell, donate, destroy, store, discard, or otherwise
dispose of all or any part of said personal property in any manner that Landlord
shall  choose;  or

          (2)     Treat  such failure or refusal as conclusive evidence on which
Landlord  shall  be entitled absolutely to rely and act, that Tenant has forever
abandoned such personal property, and, without accepting title thereto, Landlord
may,  at Tenant's expense, remove, store, destroy, discard, or otherwise dispose
of  all  or  any  part  thereof in any manner that Landlord shall choose without
incurring liability to Tenant or to any other person. In no event shall Landlord
ever  become  or  accept  or  be  charged  with  the  duties of a bailee (either
voluntary  or involuntary) of any of Tenant's personal property, and the failure
of  Tenant  to  remove  all personal property from the Premises and the Building
shall  forever  bar  Tenant  from  bringing  any  action  or  from asserting any
liability  against  Landlord  with  respect to any such property Tenant fails to
remove.  If  Tenant shall fail or refuse to surrender possession of the Premises
to  Landlord  on  or  before  the  above-specified  date, Landlord may forthwith
re-enter  the  Premises  and  repossess  itself  thereof  as  of  its  former


                                       14
<PAGE>
estate  and remove all persons and effects therefrom, using such force as may be
necessary,  without  being guilty of any manner of trespass or forcible entry or
detainer.

                                   ARTICLE 20

                                  HOLDING OVER

     Tenant  shall  pay  to  Landlord double the Base Rent plus adjustments then
applicable  for  each month or portion thereof Tenant shall retain possession of
the Premises or any part thereof after the termination of this Lease, whether by
lapse of time or otherwise, and also shall pay all damages sustained by Landlord
on account thereof. The provisions of this Article shall not operate as a waiver
by  Landlord  of  any  right of re-entry hereinbefore provided. At the option of
Landlord,  expressed  in  a  written  notice  to  Tenant and not otherwise, such
holding  over  shall  constitute a renewal of this Lease for a period of one (1)
year.

                                   ARTICLE 21

                      COSTS, EXPENSES, AND ATTORNEY'S FEES

     In  case  Landlord shall, without fault on its part, be made a party to any
litigation  commenced  by  or  against  Tenant, then Tenant shall pay all costs,
expenses,  and  reasonable  attorney's  fees  incurred  or  paid  by Landlord in
connection  with  such litigation. Tenant shall also pay all costs, expenses and
reasonable attorney's fees that may be incurred or paid by Landlord in enforcing
Tenant's  covenants  and  agreements  in  this  Lease.

                                   ARTICLE 22

                              COMPLIANCE WITH LAWS

     Tenant and Landlord shall operate the Premises and Building respectively in
compliance  with  all applicable federal, state, and municipal laws, ordinances,
and  regulations,  including,  without  limitation,  those  relating  to  the
environment or the health and safety of persons in the Building or Premises, and
shall  not,  knowingly,  directly  or indirectly make any use of the Premises or
Building  that  is  prohibited  by  any  such  laws, ordinances, or regulations.

                                   ARTICLE 23

                      CERTAIN RIGHTS RESERVED BY LANDLORD

     Landlord  shall  have the following rights, exercisable without notice, and
without  liability  to  Tenant  for  damage  or  injury  to property, person, or
business,  and  without  effecting  an  eviction,  constructive  or  actual,  or
disturbance  of  Tenant's  use  or  possession  or  giving rise to any claim for
setoff  or  abatement  of  rent:

     (a)     To  change  the  Building's  name  or  street  address.


                                       15
<PAGE>
     (b)     To  install,  affix, and maintain any and all signs on the exterior
and  interior  of  the  Building.

     (c)     To  designate  and  approve,  prior  to  installation, all types of
window  shades,  blinds, drapes, and other similar equipment, and to control all
internal  lighting  that  may  be  visible  from  the  exterior of the Building.

     (d)     To  designate,  restrict, and control all sources from which Tenant
may obtain ice, drinking water, towels, toilet supplies, shoe shining, catering,
food  and beverages, or like or other services to the Premises, and, in general,
to  reserve  to  Landlord the exclusive right to designate, limit, restrict, and
control  any  business  and  any  service in or to the Building and its tenants.

     (e)     To  show  the  Premises  to prospective tenants at reasonable hours
during  the  last  twelve  (12)  months  of the Term and, if vacated during such
period,  to  decorate,  remodel,  repair, and otherwise prepare the Premises for
reoccupancy  without  affecting  Tenant's  obligation  to  pay  rent.

     (f)     To  retain  at all times, and to use in appropriate instances, keys
to all doors within and into the Premises. No locks shall be changed without the
prior  written  consent  of  Landlord.

     (g)     To  decorate  or  to  make  repairs,  alterations,  additions,  or
improvements,  whether structural or otherwise, in and about the Building or any
part  thereof, and for such purposes to enter upon the Premises, and, during the
continuance  of  any of said work, to temporarily close doors, entryways, public
space,  and  corridors  in  the Building and to interrupt or temporarily suspend
Building services and facilities, all without abatement of rent or affecting any
of  Tenant's  obligations  hereunder,  so  long  as  the Premises are reasonably
accessible.

     (h)     To have and retain a paramount title to the Premises free and clear
of  any  act  of  Tenant  purporting  to  burden  or  encumber  it.

     (i)     To  grant  to anyone the exclusive right to conduct any business or
render  any  service  in or to the Building, provided such exclusive right shall
not  operate  to  exclude  Tenant  from  the  use  expressly  permitted  herein.

     (j)     To  approve the weight, size, and location of safes and other heavy
equipment  and  bulky articles in and about the Premises and the Building (so as
not  to overload the floors of  the Premises), and to require all such items and
furniture  to  be  moved  into and out of the Building and Premises only at such
times  and  in such manner as Landlord shall direct in writing. Any damages done
to  the Building or Premises or to other tenants in the Building by taking in or
putting  out  safes, furniture, and other items or from overloading the floor in
any  way, shall be paid by Tenant. Furniture, boxes, merchandise, or other bulky
articles  shall  be  transported  within  the  Building only upon or by vehicles
equipped  with  rubber  tires and shall be carried only in the freight elevators
and  at such times as the management of the Building shall require. Movements of
Tenant's  property  into  or  out  of  the  Building and within the Building are
entirely  at  the  risk  and responsibility of Tenant, and Landlord reserves the
right  to  require  permits  before  allowing  any  such  property  to  be moved
into  or  out  of  the  Building.


                                       16
<PAGE>
     (k)     To  prohibit  the  placing of vending or dispensing machines of any
kind  in  or  about  the Premises without the prior written consent of Landlord.

     (l)     To  have  access  for Landlord and other tenants of the Building to
any  mail  chutes  located  on the Premises according to the rules of the United
States  Post  Office.

     (m)     To  change  the  arrangement or location of entrances, passageways,
doors  and  doorways,  corridors,  stairs,  toilets,  and  other  public service
portions  of the Building not contained within the Premises or any part thereof.

     (n)     To close the Building after regular working hours and on Saturdays,
Sundays,  and  legal holidays subject, however, to Tenant's right to admittance,
under  such  regulations  as Landlord may prescribe from time to time, which may
include  by  way  of  example,  but  not of limitation, that persons entering or
leaving  the  Building identify themselves to Building personnel by registration
or  otherwise, and that said persons establish their right to enter or leave the
Building.

Landlord  may  enter  upon  the  Premises  and  may  exercise  any or all of the
foregoing  rights  hereby reserved without being deemed guilty of an eviction or
disturbance  of  Tenant's  use  or  possession,  and without being liable in any
manner  to  Tenant.

                                   ARTICLE 24

                                    ESTOPPEL

     Tenant  agrees  that  from  time  to time upon not less than ten (10) days'
prior  request  by  Landlord, Tenant, or Tenant's duly authorized representative
having knowledge of the following facts, will deliver to Landlord a statement in
writing  certifying  (a)  that  this  Lease  is unmodified and in full force and
effect  (or  if  there  have been modifications that the Lease as modified is in
full  force and effect); (b) the dates to which  the rent and other charges have
been  paid;  and (c) that Landlord is not in default under any provision of this
Lease,  or,  if  in  default,  the  nature  thereof  in  detail.

                                   ARTICLE 25

                              RULES AND REGULATIONS

     Tenant  agrees to observe the reservations to Landlord in Article 23 hereof
and  agrees  for  itself,  its  employees, agents, servants, clients, customers,
invitees,  licensees,  and  guests  to  observe and comply at all times with the
following  rules  and regulations and with such reasonable modifications thereof
and  additions  thereto as Landlord may from time to time make for the Building,
and  that  failure  to  observe  and  comply  with such reservations, rules, and
regulations  shall  constitute  a  default  under  this  Lease:

     (a)     Any  sign,  lettering,  picture, notice, or advertisement installed
within  Tenant's


                                       17
<PAGE>
Premises  that  is  visible  to  the  public  from  within the Building shall be
installed  at Tenant's cost and in such manner, character, and style as Landlord
may  approve  in  writing. No sign, lettering, picture, notice, or advertisement
shall  be placed on any outside window or in a position visible from outside the
Building.

     (b)     Tenant  shall  use  neither the name of the Building (except as the
address  of  its  business) nor pictures of the Building in advertising or other
publicity  without  Landlord's  prior  written  consent.

     (c)     Tenant  shall  not  encumber  or  obstruct  sidewalks,  entrances,
passages,  courts,  corridors, vestibules, halls, elevators, stairways, or other
common  areas  in and about the Building. Tenant shall not place objects against
glass  partitions  or doors or windows that would be unsightly from the Building
corridors  or  from  the exterior of the Building, and will promptly remove same
upon  notice  from  Landlord.

     (d)     Tenant  shall not make noises, cause disturbances or use or operate
any  electrical  or electronic devices or other devices that emit sound or other
waves  or  disturbances, or create odors, any of which may be offensive to other
tenants  and  occupants  of  the  Building,  or  that  would  interfere with the
operations  of  any  device  or equipment or radio or television broadcasting or
reception  from  or  within  the  Building  or elsewhere, and shall not place or
install any projections, antennae, aerials, or similar devices inside or outside
of  the  Premises.

     (e)     Tenant  shall not make any room-to-room canvass to solicit business
from other tenants in the Building and shall not exhibit, sell or offer to sell,
use,  rent,  or  exchange  any  item  or service in or from the Premises, unless
ordinarily  embraced  within  Tenant's  use  of  the  Premises specified herein.

     (f)     Tenant  shall  not  waste  electricity  or  water  and  agrees  to
cooperate  fully  with  Landlord  to  assure the most effective operation of the
Building's  heating  and  air conditioning, and shall refrain from attempting to
adjust  any  controls  other  than  room thermostats installed for Tenant's use.
Tenant  shall  keep  public  corridor  doors  closed.

     (g)     Door  keys  for  doors  in  the  Premises  will be furnished at the
commencement  of  the  Term  by Landlord and no additional locks shall be placed
upon  any doors of the Premises, and no locks shall be changed without the prior
written  consent  of  Landlord. Tenant shall not permit any duplicate keys to be
made  and shall purchase any duplicate keys only from Landlord. Upon termination
of  this  Lease,  Tenant  shall  surrender  all  keys to the Premises and to the
Building  and  give to Landlord the explanation or the combination of all locks,
safes,  and  vault  doors  in  the  Premises.

     (h)     Tenant  assumes  full  responsibility for protecting its space from
theft,  robbery,  and  pilferage,  which includes keeping doors locked and other
means  of  entry  to the Premises closed and secured. Tenant shall cooperate and
participate  in  all  security  programs  affecting  the  Building.

     (i)     Peddlers,  solicitors,  and beggars shall be reported to the office
of  the  Building  or  as  Landlord  otherwise  requests.


                                       18
<PAGE>
     (j)     Tenant  shall  not,  without  Landlord's written consent, put up or
operate  any  stove, air conditioning, machinery, or mechanical devices upon the
Premises or carry on any mechanical business of a nature not directly related to
Tenant's  permitted  use  of  the  Premises. Tenant shall not use oil or burning
fluids for heating, warming, or lighting. No explosives or other articles deemed
extra  hazardous  shall  be  brought  into  the  Premises.

     (k)     No  person  or contractor not employed by Landlord shall be used to
perform  window  washing,  cleaning,  or janitorial work in the Premises. Tenant
shall  not contract for any work or service that might involve the employment of
labor incompatible with the Building employees or employees of contractors doing
work  or  performing  services  by  or  on  behalf  of  Landlord.

     (l)     Tenant  shall  not  cook  or  prepare  food  in  the  Premises.

     (m)     Tenant  shall,  at  its  expense,  provide  light  for employees or
contractors of Landlord while doing janitor service, cleaning, making repairs or
alterations,  or  doing  other  work  in  the  Premises.

     (n)     All telegraph, telephone, signal, alarm, electrical connections, or
other  utility  or  service  connections  that  Tenant may desire shall be first
approved  by Landlord in writing before the same are installed, shall be made at
the  expense of Tenant, and the location of all wires and the work in connection
therewith  shall  be  subject  to  the  direction  of  Landlord.

                                   ARTICLE 26

                                  MISCELLANEOUS

     Landlord  and  Tenant  further  covenant  with  each  other  that:

     (a)     All  rights  and  remedies  of  Landlord  under this Lease shall be
cumulative, and none shall exclude any other rights and remedies allowed by law.

     (b)     All  payments becoming due under this Lease or under any work order
or  other agreement relating to the Premises shall be considered as rent and, if
unpaid when due, shall bear interest at the rate of eighteen percent (18.0%) per
annum  or  the highest rate allowed by applicable law, whichever is lower, until
paid.

     (c)     The  word  "Tenant" wherever used herein shall be construed to mean
tenants  in  all  cases  where  there is more than one tenant, and the necessary
grammatical  changes  required  to  make  the  provisions hereof apply either to
corporations,  and other forms of business entity, or individuals, men or women,
shall  in  all  cases  be  assumed  as  though  in  each  case  fully expressed.

     (d)     Each  of the provisions of this Lease shall extend to and shall, as
the  case may require, bind or inure to the benefit, not only of Landlord and of
Tenant,  but  also  of  their  respective


                                       19
<PAGE>
heirs,  legal  representatives,  successors,  and  assigns, provided this clause
shall not permit any assignment contrary to the provisions of Article 28 hereof.

     (e)     All  of  the  representations  and  obligations  of  Landlord  are
contained  herein, and no modification, waiver, or amendment of this Lease or of
any  of  its  conditions  or provisions shall be binding upon Landlord unless in
writing  signed  by Landlord or by a duly authorized agent of Landlord empowered
by  a  written  authority  signed  by  Landlord.

     (f)     Submission  of  this  instrument  for  examination  shall  not bind
Landlord in any manner, and no lease or obligation on Landlord shall arise until
this  instrument  is  signed  and  delivered  by  Landlord  and  Tenant.

     (g)     No  rights  to light or air over any property, whether belonging to
Landlord  or  any  other  person,  are  granted  to  Tenant  by  this  Lease.

     (h)     Sectional  headings  in  this  Lease  are solely for convenience of
reference  and  shall  not  in any way limit or amplify the terms and provisions
hereof.

                                   ARTICLE 27

                      RIGHT TO SHIFT LOCATION OF PREMISES

     At  any  time  hereafter,  Landlord  may substitute for the  Premises other
premises  (herein  referred to as "the new premises"), provided the new premises
shall  be  similar  to  the  Premises  in area and use for Tenant's purposes. If
Tenant  is  already  in  occupancy  of  the  Premises,  then  in  addition:

     (a)     Landlord  shall  pay  the  expense  of  Tenant  for moving from the
Premises  to  the  new  premises and improving the new premises so that they are
substantially  similar  to  the  Premises;

     (b)     Such  move shall be made during evenings, weekends, or otherwise so
as  to  incur  the  least  inconvenience  to  Tenant;  and

     (c)     Landlord  shall first give Tenant at least thirty (30) days' notice
before  making  such  change.

                                   ARTICLE 28

                            ASSIGNMENT AND SUBLETTING

     Tenant shall not, without the prior written consent of Landlord, (i) assign
this  Lease  or  any  part  thereof  or  any interest hereunder; (ii) permit any
assignment  of  this Lease or any part thereof by operation of law; (iii) sublet
the  Premises or any part thereof; or (iv) permit the use of the Premises or any
part  thereof  by  any parties other than Tenant, its agents, and its employees.
Tenant  shall,  by  notice in writing, advise Landlord of its intention from, on
and  after  a  stated  date  (which  shall  not


                                       20
<PAGE>
be less than thirty [30] days after the date of Tenant's notice), to assign this
Lease  or  any part thereof or to sublet any part or all of the Premises for the
balance  or any part of the Term. Tenant's notice shall include all of the terms
of  the proposed assignment or sublease (whether contained in such assignment or
sublease  or in separate agreements) and shall state the consideration therefor.
In  such event, Landlord shall have the right, to be exercised by giving written
notice  to  Tenant  within thirty (30) days after receipt of Tenant's notice, to
recapture  the  space  described  in  Tenant's notice, and such recapture notice
shall,  if  given,  cancel  and  terminate  this Lease with respect to the space
therein  described  as  of  the  date stated in Tenant's notice. Tenant's notice
shall  state  the  name  and address of the proposed assignee or subtenant and a
true  and  complete  and  fully  executed  copy  of  the  proposed assignment or
sublease,  and any and all other agreements relating thereto, shall be delivered
to  Landlord  with  Tenant's  notice.  If Tenant's notice shall cover all of the
Premises,  and  Landlord shall have exercised its foregoing recapture right, the
Term of this Lease shall expire and end on the date stated in Tenant's notice as
fully  and  completely  as if that date had been herein definitely fixed for the
expiration of the Term. If, however, this Lease be canceled with respect to less
than  the  entire premises, Base Rent and rent adjustments reserved herein shall
be  adjusted  on  the  basis  of the number of square feet retained by Tenant in
proportion  to the number of square feet contained in the Premises, as described
in  this  Lease, and this Lease as so  amended shall continue thereafter in full
force  and  effect.

     If Landlord, upon receiving Tenant's notice with respect to any such space,
shall  not exercise its right to recapture as aforesaid, and if Tenant is not in
default  under  the terms of this Lease, Landlord will not unreasonably withhold
its  consent to Tenant's assignment of the Lease or subletting such space to the
party  identified  in  Tenant's  notice,  provided,  however,  that in the event
Landlord  consents  to  any  such  assignment  or subletting, and as a condition
thereto,  Tenant  shall pay to Landlord one hundred percent (100%) of all profit
derived  by  Tenant  from  such  assignment  or  subletting. For purposes of the
foregoing,  profit  shall be deemed to include, but shall not be limited to, the
amount  of all rent or other consideration payable by such assignee or sublessee
in  excess  of  the Base Rent, and rent adjustments payable by Tenant under this
Lease. If a part of the consideration for such assignment or subletting shall be
payable other than in cash, the payment to Landlord of its share of such noncash
consideration  shall  be  in  such  form  as is satisfactory to Landlord. Tenant
shall,  and  hereby  agrees  that it will, furnish to Landlord upon request from
Landlord  a  complete  statement,  certified  by an independent certified public
accountant, setting forth in detail the computation of all profit derived and to
be  derived  from  such assignment or subletting, such computation to be made in
accordance  with  generally  accepted  accounting principles. Tenant agrees that
Landlord  or  its  authorized  representatives  shall  be  given  access  at all
reasonable  times  to  the  books, records, and papers of Tenant relating to any
such  assignment or subletting, and Landlord shall have the right to make copies
thereof.  The percentage of Tenant's profit due Landlord hereunder shall be paid
to  Landlord  within two (2) days of receipt by Tenant of all payments made from
time  to  time  by  such  assignee  or  sublessee  to  Tenant.

     For  purposes  of  the  foregoing  any change in the partners of Tenant, if
Tenant  is a partnership, or, if Tenant is a corporation, any transfer of any or
all  of  the shares of stock of Tenant by sale, assignment, operation of law, or
otherwise,  resulting  in a change in the present control of such corporation by
the  person  or  persons owning a majority of such shares as of the date of this
Lease,  shall  be  deemed to be an assignment within the meaning of this Article
28.


                                       21
<PAGE>
     If  Tenant  is  a  limited  liability  company,  any transfer of any or all
interest  in  the  company  by sale, assignment, operation of law, or otherwise,
resulting  in  a  change in the present control of such company by the person or
persons  owning  a  majority  of  interest in the company as of the date of this
Lease,  shall  be  deemed to be an assignment within the meaning of this Article
28.

     Any  subletting  or  assignment  hereunder  shall  not release or discharge
Tenant  of  or from any liability, whether past,  present, or future, under this
Lease, and Tenant shall continue to be fully liable thereunder. Any subtenant or
assignee  shall  agree  in a form satisfactory to Landlord to comply with and be
bound  by all of the terms, covenants, conditions, provisions, and agreements of
this  Lease  to  the  extent  of  the space sublet or assigned, and Tenant shall
deliver  to  Landlord  promptly  after  execution  an executed copy of each such
sublease  or assignment and an agreement of compliance by each such subtenant or
assignee.  Tenant  agrees  to  pay  to Landlord, on demand, all reasonable costs
incurred  by  Landlord  in connection with any request by Tenant for Landlord to
consent  to  any  assignment  or  subletting  by  Tenant.  Any sale, assignment,
mortgage,  transfer,  or subletting of this Lease that is not in compliance with
the  provisions  of  this  Article  shall  be  of  no  effect  and  void.

                                   ARTICLE 29

                                     NOTICE

     All notices to be given by one party to the other under this Lease shall be
in  writing,  mailed  or  delivered  as  follows:

     (a)     To  Landlord:     ___________________________________
                               ___________________________________
                               ___________________________________
                               Attn:  ____________________________

          Or  to  such  other  address  designated by notice to Tenant after the
commencement  of  the  Term.

     (b)     To  Tenant:       ___________________________________
                               ___________________________________
                               ___________________________________
                               Attn:  ____________________________

          Or  to  such  other address designated by notice to Landlord after the
commencement of the Term, or, at Landlord's election, to Tenant at the Premises.

     Mailed notices shall be sent by United States certified or registered mail,
postage prepaid. Such notices shall be deemed to have been given upon posting in
the  United  States  mail.


                                       22
<PAGE>
                                   ARTICLE 30

                            DEFAULT UNDER OTHER LEASE

     If  the  term  of  any  other  Lease made by Tenant for any premises in the
Building  shall  be  terminated  after  the making of this Lease, because of any
default by Tenant under such other Lease, Landlord, at its option, may terminate
this  Lease  by  written  notice  to  Tenant.

                                   ARTICLE 31

                             CONVEYANCE BY LANDLORD

     In  case  Landlord  or  any successor owner of the Property or the Building
shall convey or otherwise dispose of any portion thereof to another person, such
other  person  shall  in its own name thereupon be and become Landlord hereunder
and  shall  assume  fully  in  writing  and  be  liable  for all liabilities and
obligations of this Lease to be performed by Landlord that first arise after the
date  of  conveyance,  and such original Landlord or successor owner shall, from
and after the date of conveyance, be free of all liabilities and obligations not
theretofore  incurred.

                                   ARTICLE 32

                             SUBORDINATION OF LEASE

     The  rights  of  Tenant  under  this  Lease  shall  be  and are subject and
subordinate  at  all  times  to  the  lien  of  any deeds of trust, mortgage, or
mortgages  now  or hereafter encumbering the Property and the Building, or both,
and  to  all advances made or hereafter to be made upon the security thereof and
to  all  renewals,  modifications,  consolidations, replacements, and extensions
thereof.  This  Article  is  self-operative,  and  no  further  instrument  of
subordination  shall  be required.  In confirmation of such subordination Tenant
shall promptly execute such further instruments as may be requested by Landlord.
Tenant  hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with
full  power  and authority to execute and deliver in the name of Tenant any such
instrument  or  instruments.  Tenant,  at the option of any mortgagee, agrees to
attorn  to  such  mortgagee  in  the event of a foreclosure sale or deed in lieu
thereof.

                                   ARTICLE 33

                       RIGHTS OF DESIGNATED THIRD PARTIES

     In  the event of any act or omission by Landlord that would give Tenant the
right  to  terminate  the Lease or to claim a partial or total eviction from the
Premises,  Tenant shall not exercise any such right (a) until it has notified in
writing  the  Trustee  under  any  Deed  of  Trust,  and the Mortgagee under any
Mortgage  (if  the  name  and  address of such entity shall previously have been
furnished  by written notice to Tenant) of such act or omission, and (b) until a
reasonable  period  for  remedying  such  act  or  omission  shall  have elapsed
following the giving of such notice, and the Trustee under such Deed of Trust or
Mortgagee under such Mortgage shall not with reasonable diligence have commenced
and  continued to remedy such act or omission or caused the same to be remedied.


                                       23
<PAGE>
                                   ARTICLE 34

                                    BROKERS

     Tenant represents and warrants to Landlord that neither it nor its officers
or  agents nor anyone acting on its behalf has dealt with any real estate broker
other  than _________________, whose address is _____________________, and whose
phone  and  fax  are ________ and _________, respectively, in the negotiation or
making  of this Lease, and Tenant agrees to indemnify and hold harmless Landlord
from  the  claim  or  claims  of  any  other  broker or brokers claiming to have
interested  Tenant in the Building or Premises or claiming to have caused Tenant
to  enter  into  this  Lease.


LANDLORD:                                  TENANT:
VSI REAL ESTATE HOLDING, INC.,             VIASYS  SERVICES,  INC.,
  a  Florida  corporation                    a  Florida  corporation

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


                                       24
<PAGE>
                                   SCHEDULE A


Prior Instrument Reference:  Volume or Book ___________, Page ___________,
Document No. ___________, of the Recorder of Hillsborough County, Florida.


[ATTACH LEGAL DESCRIPTION OF LAND]


                                       25