COMMERCIAL LEASE AGREEMENT

                                     BETWEEN

                     AIP-SWAG Operating Partnership, L.P .,

                         a Delaware Limited Partnership


                                   as Landlord


                                       and

                           Lexxus International, Inc.,

                             a Delaware Corporation


                                    as Tenant


                             Dated: July 17th, 2001



<PAGE>


                             TABLE OF CONTENTS
                                                                        Page

         ARTICLE 1 -       BASIC LEASE PROVISIONS                        2

         ARTICLE 2 -       TERM AND POSSESSION                           4

         ARTICLE 3 -       RENT                                          6

         ARTICLE 4 -       SECURITY DEPOSIT                              8

         ARTICLE 5 -       OCCUPANCY AND USE                             8

         ARTICLE 6 -       UTILITIES AND SERVICES                       13

         ARTICLE 7 -       MAINTENANCE, REPAIRS, ALTERATIONS AND
                           IMPROVEMENTS                                 14

         ARTICLE 8 -       INSURANCE, FIRE AND CASUALTY                 16

         ARTICLE 9 -       CONDEMNATION                                 19

         ARTICLE 10 -      LIENS                                        20

         ARTICLE 11-       TAXES ON TENANT'S PROPERTY                   20

         ARTICLE 12 -      SUBLETTING AND ASSIGNING                     20

         ARTICLE 13 -      SUBORDINATION AND TENANTS ESTOPPEL
                           CERTIFICATE                                  21

         ARTICLE 14 -      DEFAULT                                      22

         ARTICLE 15 -      NOTICES                                      25

         ARTICLE 16 -      MISCELLANEOUS PROVISIONS                     25

                               EXHIBITS AND RIDERS

                  Exhibit A         Site Plan of Premises
                  Exhibit B         Acceptance of Premises Memorandum
                  Exhibit C         Rules and Regulations


                  Addendum 1        HV AC Maintenance/Service Contract
                                    Requirements


                  Rider 1           Renewal Option



<PAGE>
                           COMMERCIAL LEASE AGREEMENT


This Commercial Lease Agreement (hereinafter called this "Lease") is made this
17th day of July , 2001 between AIP-SWAG Operating Partnership, L.P ., a
Delaware Limited Partnership (hereinafter called "Landlord"), and Lexxus
International, Inc., a Delaware Corporation (hereinafter called "Tenant").

ARTICLE 1 BASIC LEASE PROVISIONS AND DEFINITIONS

1.       Building:
           a.  Name: Valley View Commerce Park
           b.  Address: 12901 Hutton
           c.  Property Number: N/A
           d.  Agreed Rentable Area: 138,374 square feet
2.       Premises:
           a.  Suite Number: N/A
           b.  Agreed Rentable Area: 16,134 square feet
3.       Term:    Thirty-eight (38) months

4.       Commencement Date: August 1, 2001
5.       Expiration Date: September 30, 2004
6.       Base Rent:

              Rental Period                                   Base Monthly Rent
              -------------                                   ------------------
              Commencement Date to September 30,2004*              $9,008.15

7.       Additional Rent, Expense Stops and Pro Rata Share Percentage:
           a.  Operating Expense Stop: $0.00
           b.  Real Estate Taxes Expense Stop: $0.00
c.       Tenant's Pro Rata Share Percentage: .11.7%

The following chart is provided as an estimate of Tenant's initial monthly
payment broken down into its components. This chart, however, does not supersede
the specific provisions contained elsewhere in this lease.

         Initial Monthly Base Rent                                  $ 9,008.15

         Initial Monthly Estimated Operating Expense Escrow         $ 1,747.85

         Initial Monthly Estimated Real Tax Escrow                  $ 1,734.41

         Other                                                        $ 134.45

         Total Initial Monthly Payment                             $ 12.624.86
                                                                   ------------

8.  Security Deposit: $12,624.86
9.  Permitted Use: Office and distribution related to the healthcare field.
10. Landlord's Broker: Robert Lynn Company, a Texas Corporation
11. Landlord's Broker is represented by: Mark D. Miller
12. Tenant's Broker: Gilbert Commercial
13. Tenant's Broker is represented by: John Gilbert
14. Payments: All payments shall be sent to Landlord at: P. 0. Box 971799, Dept.
9921, Dallas, TX 75397- 1799, or such other place as Landlord may designate from
time to time.
15. Lease Guarantor: N/A
16. Notices: Addresses for notices due under this Lease:

<PAGE>




LANDLORD:                                                     TENANT:
AIP-SW AG OPERA TING PARTNERSHIP , L.P.              PRIOR TO COMMENCEMENT DATE:
a Delaware Limited Partnership
c/o American Industrial Properties REIT             Lexxus International, Inc.,
Attention: Mr. Richard E. Brown                       a Delaware Corporation
3300 Enterprise Parkway                                 Attn: Mark Woodburn
Beachwood, OH 44122                                    2161 Hutton Dr., #126
(216) 755-1570: FAX                                     Carrollton, TX 75006
                                                           (214) 241-4367


PROPERTY MANAGER:

American Industrial Properties REIT              ON OR AFTER COMMENCEMENT DATE:
6210 North Beltline, Suite #170
Irving, TX 75063-2656                                     The Premises:
Attention: Beth Cupit                               Attention: Mark Woodburn
(972) 756-0704: Fax                               _______________________ : Fax



                   [Remainder of Page Intentionally Left Blank


<PAGE>


                                    ARTICLE 2

                               TERM AND POSSESSION

SECTION 2.1       LEASE OF PREMISES, COMMENCEMENT AND EXPIRATION:

         2.1.1 Lease of Premises: In consideration of the mutual covenants
herein, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
subject to all the terms and conditions of this Lease, the portion of the
Building (as described in Item I of Article I) described as the Premises in Item
2 of Article I and that is more particularly described by the crosshatched area
on Exhibit A attached hereto (hereinafter called the "Premises"). The agreed
rentable area of the Premises is hereby stipulated to be the "Agreed Rentable
Area" of the Premises set forth in Item 2b of Article I, irrespective of whether
the same should be more or less. The agreed rentable area of the Building is
hereby stipulated to be the "Agreed Rentable Area" of the Building set forth in
Item Ic of Article I, irrespective of whether the same should be more or less.
The Building, the land on which the Building is situated and all improvements
and appurtenances to the Building and the land are referred to collectively
herein as the "Property" .

         2.1.2 Initial Term and Commencement: The initial term of this Lease
shall be the period of time specified in Item 3 of Article I. The initial term
shall commence on the Commencement Date (herein so called) set forth in Item 4
of Article I and, unless sooner terminated pursuant to the terms of this Lease,
the initial term of this Lease shall expire, without notice to Tenant, on the
Expiration Date (herein so called) set forth in Item 5 of Article I (as such
Commencement Date and/or Expiration Date may be adjusted pursuant to Exhibit B
attached hereto). Notwithstanding anything to the contrary contained herein, the
Lease will expire in the last day of the last month of the Term.

SECTION 2.2  INSPECTION  AND DELIVERY OF PREMISES,  CONSTRUCTION  OF LEASE SPACE
IMPROVEMENTS AND POSSESSION :

         2.2.1 Delivery and Completion: Tenant hereby acknowledges that Tenant
has inspected the Common Area (as hereinafter defined) and the Premises, and
hereby (i) accepts the Common Area in " AS IS" condition for all purposes and
(ii) subject to Landlord's completion of its obligations under the Work Letter
(herein so called) attached hereto as Exhibit D, Tenant hereby accepts the
Premises for all purposes (including the suitability of the Premises for the
Permitted Use). Landlord will perform or cause to be performed the work and/or
construction of Tenant's Improvements (as defined in the Work Letter) in
accordance with the terms of the Work Letter and will use commercially
reasonable efforts to Substantially Complete (as defined in the Work Letter)
Tenant's Improvements by the Commencement Date. If Tenant's Improvements are not
Substantially Complete - by the Commencement Date set forth in Item 6 of Article
I for any reason whatsoever, Tenant's sole remedy shall be an adjustment of the
Commencement Date and the Expiration Date to the extent permitted under the Work
Letter. The Premises shall be delivered to Tenant on the Commencement Date;
provided, however, Landlord will permit the Tenant to have access to the
Premises prior to the Commencement Date. Any such occupancy will not affect the
Commencement Date; however, such occupancy will be subject to all other
provisions of this Lease, including without limitation the indemnity provisions
set forth in Section 8.5.1. hereof. Landlord will be responsible for delivering
the space with the HV AC, plumbing, and all mechanical systems in good working
order .

         2.2.2 Common Area: "Common Areas" will mean all areas, spaces,
facilities, and equipment (whether or not located within the Building) made
available by Landlord for the common and joint use of Landlord, Tenant and
others designated by Landlord using or occupying space in the Building or at the
Property, as applicable, to the extent same are not expressly made apart of the
Premises, and are made available for use of all tenants in the Building. Tenant
is hereby granted a nonexclusive right to use the Common Areas during the term
of this Lease for its intended purposes, in common with others designated by
Landlord, subject to the terms and conditions of this Lease, including, without
limitation, the Rules and Regulations. The Common Areas will be at all times
under the exclusive control, management and operation of the Landlord.



<PAGE>

         2.2.3 Acceptance of Premises Memorandum: Upon Substantial Completion
(as defined in the Work Letter) of Tenant's Improvements, Landlord and Tenant
shall execute the Acceptance of Premises Memorandum (herein so called) attached
hereto as Exhibit B. If Tenant occupies the Premises without executing an
Acceptance of Premises Memorandum, Tenant shall be deemed to have accepted the
Premises for all purposes and Substantial Completion shall be deemed to have
occurred on the earlier to occur of: (i) actual occupancy, (ii) the Commencement
Date set forth in Item 4 of Article I, or (iii) the date Tenant commences doing
business at the Premises if Landlord consents to an early occupancy as set forth
in Section 2.2.1.

SECTION 2.3 REDELIVERY OF THE PREMISES: Upon the expiration or earlier
termination of this Lease, or upon the exercise by Landlord of its right to
re-enter the Premises without terminating this Lease, Tenant shall immediately
deliver to Landlord the Premises in a safe, "broom clean", neat, sanitary and
operational condition, normal wear and tear excepted, together with all keys and
parking and access cards. Tenant shall, by the Expiration Date or the date this
Lease is earlier terminated in accordance with the terms hereof, remove from the
Premises, at the sole expense of Tenant: (i) unless Landlord is asserting its
lien rights therein, any equipment, machinery, trade fixtures and personalty
installed or placed in the Premises by or on behalf of Tenant and (ii) if
requested by Landlord, all or any part of the improvements made to the Premises
by or on behalf of Tenant. All removals described above shall be accomplished in
a good and workmanlike manner so as not to damage the Premises or the primary
structure or structural qualities of the Building or the plumbing, electrical
lines or other utilities. Tenant shall, at its expense, promptly repair any
damage caused by such removal, provided that in the case of improvements that
Tenant is required to remove, Tenant shall restore the Premises to the condition
existing prior to the installation of such improvements. If Tenant fails to
deliver the Premises in the condition aforesaid, then Landlord may restore the
Premises to such a condition at Tenant's expense. All property required to be
removed pursuant to this Section not removed within time period required
hereunder shall thereupon be conclusively presumed to have been abandoned by
Tenant, and Landlord may, at its option, take over possession of such property
and either (a) declare the same to be the property of Landlord or (b) at the
sole cost and expense of Tenant, remove and store and/or dispose of the same or
any part thereof in any manner that Landlord shall choose without incurring
liability to Tenant or any other person. .

SECTION 2.4 HOLDING OVER: In the event Tenant, or any party under Tenant
claiming rights to this Lease, retains possession of the Premises after the
expiration or earlier termination of this Lease, such possession shall
constitute and be construed as a tenancy at will only, subject, however, to all
of the terms, provisions, covenants and agreements on the part of Tenant
hereunder; such parties shall be subject to immediate eviction and removal, and
Tenant or any such party covenants and agrees to pay Landlord as rent for the
period of such holdover an amount equal to one and one half (1 1/2) times the
Base Monthly Rent and Additional Rent (as hereinafter defined) in effect
immediately preceding expiration or termination, as applicable, prorated on a
daily basis. Tenant covenants and agrees to also pay any and all damages
sustained by Landlord as a result of such holdover. The rent during such
holdover period shall be payable to Landlord from time to time on demand;
provided, however, if no demand is made during a particular month, holdover rent
accruing during such month shall be paid in accordance with the provisions of
this Section 2.4. Tenant will vacate the Premises and deliver same to Landlord
immediately upon Tenant's receipt of notice from Landlord to so vacate. No
holding over by Tenant, whether with or without consent of Landlord, shall
operate to extend the term of this Lease. No payments of money by Tenant to
Landlord after the expiration or earlier termination of this Lease shall
reinstate, continue or extend the term of this Lease. No payments of money by
Tenant, other than the holdover rent accruing during such holdover period paid
in accordance with the provisions of this Section 2.4, to Landlord after the
expiration or earlier termination of this Lease shall constitute full payment of
rent under the terms of this Lease, and Tenant further agrees that any such
payment(s), other than the holdover rent accruing in accordance with the
provisions of this Section 2.4, to Landlord shall constitute a default and
breach of this Lease by Tenant pursuant to Article 14 herein. No extension of
this Lease after the expiration or earlier termination thereof shall be valid
unless and until the same shall be evidenced by a writing signed by both
Landlord and Tenant.


<PAGE>


                                    ARTICLE 3

                                      RENT

SECTION 3.1 BASE RENT: Tenant shall pay as rent for the Premises the applicable
Base Monthly Rent shown in Item 6 of Article 1. The Base Monthly Rent shall be
payable in monthly installments equal to the applicable Base Monthly Rent shown
in Item 6 of Article 1 in advance, without notice, demand, offset or deduction.
The required monthly installments shall commence on the Commencement Date and
shall continue on the first (1st) day of each calendar month thereafter until
the Expiration Date. If the Commencement Date is specified to occur or otherwise
occurs on a day other than the first day of a calendar month, the Base Monthly
Rent for such partial month shall be prorated.

SECTION 3.2 ADDITIONAL RENT:

         3.2.1 Definitions: For purposes of this Lease, the following
               definitions shall apply:


         (a) "Additional Rent", for a particular year, shall equal the product
of Tenant's Pro Rata Share Percentage (as set forth in Item 7c of Article 1),
multiplied by the sum of (i) the amount by which all Operating Expenses for the
applicable calendar year exceed Tenant's Operating Expense Stop (as set forth in
Item 7a of Article 1) plus (ii) the amount by which the Real Estate Taxes for
the applicable calendar year exceed Tenant's Real Estate Taxes Expense Stop as
set forth in Item 7b of Article 1).

         (b) "Operating Expenses" shall mean (without duplication of any costs
and expenses of which Tenant is responsible under Section 6.1 or subsection
7.2.1 below) (i) all of the costs and expenses Landlord incurs, pays or becomes
obligated to pay in connection with operating, managing, maintaining, repairing
and insuring the Property for a particular calendar year or portion thereof as
determined by Landlord in accordance with generally accepted accounting
practices, including, if applicable, if the Property is less than one hundred
percent (100%) occupied, all additional costs and expenses of operating,
managing, maintaining, repairing and insuring the Property which Landlord
determines that would have been paid or incurred during the particular calendar
year or portion thereof if the Property had been one hundred percent (100%)
occupied, (ii) wages, salaries, employee benefits and taxes for personnel
working full or part-time in connection with the operation, maintenance and
management of the Building and the Common Areas, (iii) costs of maintenance,
repair and care of rail spur areas, if any, shared with other tenants of the
Building, (iv) the cost of any capital improvement made to the Building by
Landlord after the date of this Lease that is required under any governmental
law or regulation, together with an amount equal to interest at the rate of
twelve percent (12%) per annum (the "Amortization Rate") on the unamortized
balance thereof, (v) the cost of any capital improvement made to the Common
Areas of the Building after the date of this Lease that is required under the
interpretations or regulations issued from time to time under the provisions of
the Americans With Disabilities Act of 1990, 42 U.S.C. ss. 120101-12213 or
comparable laws of the State and local agencies in which the Property is located
(collectively, the "Disability Acts"), amortized over such period as Landlord
shall reasonably determine, together with an amount equal to interest at the
Amortization Rate on the unamortized balance thereof, (vi) the cost of any
labor-saving or energy-saving device or other equipment installed in the
Building after the date hereof, amortized over such period as is reasonably
determined by Landlord, together with an amount equal to interest at the
Amortization Rate on the unamortized balance thereof, (vii) the charges assessed
against the Property pursuant to any contractual covenants or recorded
declaration of covenants or the covenants, conditions and restrictions of any
other similar instrument affecting the Property, and ( viii) all other costs and
expenses which would generally be regarded as operating, maintenance, repair and
management costs and expenses, including those which would normally be amortized
over a period not to exceed five (5) years. Operating Expenses shall not include
Real Estate Taxes (hereinafter defined).
<PAGE>


         (c) "Real Estate Taxes" shall mean all real estate taxes and other
taxes or assessments, which are levied with respect to the Property or any
portion thereof for each calendar year and shall include any tax, surcharge or
assessment which shall be levied in addition to or in lieu of real estate taxes,
the costs and expenses of a consultant, if any, and/or of contesting the
validity or amount of such real estate or other taxes, and shall also include
any rental, excise, sales, transaction, privileged, or other tax or levy,
however denominated, imposed upon or measured by the rental payable hereunder or
on Landlord's business of leasing the Premises, any non-progressive tax on or
measured by gross rentals received from the rental of space in the Building, and
any tax in this transaction or any documents to which Tenant is a party creating
or transferring an interest in the Premises, excepting only Landlord's net
income taxes (collectively, "Real Estate Taxes").

         (d) "Tenant's Operating Expense Stop" shall be the total Operating
Expenses for the applicable calendar year set forth in item 7a of Article l or
if no year is so stated, the total dollar amount stated in Item 7a of Article 1.

         (e) "Tenant's Real Estate Taxes Expense Stop" shall be the total of all
Real Estate Taxes for the applicable calendar year set forth in Item 7b of
Article 1 or if no year is so stated, the total dollar amount stated in Item 7b
of Article 1

         3.2.2 Payment Obligation: In addition to the Base Rent specified in
this Lease, Tenant shall pay to Landlord the Additional Rent, in each calendar
year or partial calendar year, payable in monthly installments as hereinafter
provided. On or prior to the Commencement Date and at least thirty (30) days
prior to each calendar year thereafter (or as soon thereafter as is reasonably
possible), Landlord shall give Tenant written notice of Tenant's estimated
Additional Rent for the applicable calendar year and the amount of the monthly
installment due for each month during such year. Tenant shall pay to Landlord on
the Commencement Date and on the first day of each month thereafter the amount
of the applicable monthly installment, without notice, demand, offset or
deduction, provided, however, if the applicable installment covers a partial
month, then such installment shall be prorated on a daily basis. If Landlord
fails to give Tenant notice of its estimated payments of Additional Rent in
accordance with this subsection for any calendar year, then Tenant shall
continue making monthly estimated payments in accordance with the estimate for
the previous calendar year until a new estimate is provided by Landlord. If
Landlord determines that, because of unexpected increases in Operating Expenses
or other reasons, Landlord's estimate of Operating Expenses was too low, then
Landlord shall have the right to give a new statement of the estimated
Additional Rent due from Tenant for the applicable calendar year or the balance
thereof and to bill Tenant for any deficiency which may have accrued during such
calendar year or portion thereof, and Tenant shall thereafter pay monthly
installments of Additional Rent based on such new statement. Within a reasonable
time after the end of each calendar year and the Expiration Date, Landlord shall
prepare and deliver to Tenant a statement showing Tenant's actual Additional
Rent for the applicable calendar year, provided that with respect to the
calendar year in which the Expiration Date occurs, (x) that calendar year shall
be deemed to have commenced on January 1 of that year and ended on the
Expiration Date (the "Final Calendar Year") and (y) Landlord shall have the
right to estimate the actual Operating Expenses allocable to the Final Calendar
Year. If Tenant's total monthly payments of Additional Rent for the applicable
calendar year are less than Tenant's actual Additional Rent, then Landlord shall
credit the amount of such overpayment to Tenant, provided, however, with respect
to the Final Calendar Year, Landlord shall pay to Tenant the amount of such
excess payments, less any additional amounts then owed to Landlord. Unless
Tenant takes written exception to any item within thirty (30) days after the
furnishing of an annual statement, such statement shall be considered as final
and accepted by Tenant. Any amount due Landlord as shown on any such statement
shall be paid by Tenant within twenty (20) days after it is furnished to Tenant.

SECTION 3.3 RENT DEFINED AND NO OFFSETS: The Base Monthly Rent, the Additional
Rent and all other sums required to be paid to Landlord by Tenant under this
Lease, including any sums due under the Work Letter, shall constitute rent and
are sometimes collectively referred to as "Rent". Tenant shall pay each payment
of Rent when due, without prior notice or demand therefore and without deduction
or offset.
<PAGE>

SECTION 3.4 LATE CHARGES: If any installment of Base Monthly Rent or Additional
Rent or any other payment of Rent under this Lease shall not be paid when due, a
"Late Charge" of five percent (5%) of the amount overdue may be charged by
Landlord to defray Landlord's administrative expense incident to the handling of
such overdue payments. Each Late Charge shall be payable by Tenant on demand of
Landlord.

                                    ARTICLE 4

                                SECURITY DEPOSIT

Tenant will pay Landlord on the date this Lease is executed by Tenant the
Security Deposit set forth in Item 8 of Article 1 as security for the
performance of the terms hereof by Tenant. Tenant shall not be entitled to
interest thereon and Landlord may commingle such Security Deposit with any other
funds of Landlord. It is expressly understood and agreed that the Security
Deposit is not an advance payment of Rent or a measure of Landlord's damages in
case of default by Tenant. If Tenant defaults with respect to any provisions of
this Lease, Landlord may, but shall not be required to, from time to time,
without prejudice to any other remedy, use, apply or retain all or any part of
the Security Deposit for the payment of any Rent or any other sum in default, or
for the payment of any other amount which Landlord may spend or become obligated
to spend by reason of Tenant's default, or to compensate Landlord for any other
loss or damage which Landlord may suffer by reason of Tenant's default,
including, without limitation, costs and attorneys' fees incurred by Landlord to
recover possession of the Premises. Upon the occurrence of any event of default
by Tenant, Landlord may, from time to time, without prejudice to any other
remedy provided herein or provided by law, use such fund to the extent necessary
to make good any arrears of rentals and any other damage, injury, expense or
liability caused to Landlord by such event of default, and Tenant shall pay to
Landlord on demand the amount so applied in order to restore the security
deposit to its original amount. If Tenant shall fully and faithfully perform
every provision of this Lease to be performed by it, the Security Deposit shall
be returned to Tenant within sixty (60) days after the Expiration Date, or the
termination of the Lease pursuant to Sections 8.1, 9.1 or 9.2. Tenant agrees
that it will not assign or encumber or attempt to assign or encumber the monies
deposited with Landlord as the Security Deposit and that Landlord and its
successors and assigns shall not be bound by any such actual or attempted
assignment or encumbrance.

                                    ARTICLE 5

                                OCCUPANCY AND USE

SECTION 5.1  USE OF PREMISES:

         5.1.1 General: The Premises shall, subject to the remaining provisions
of this Section, be used solely for the purpose specified in Item 9 of Article
1. Prior to commencement of any work pursuant to the Work Letter (or if no work
is to be performed pursuant to a Work Letter, then prior to Tenant's occupancy
of the Premises), Tenant shall satisfy itself and Landlord that the Permitted
Use will comply with all applicable zoning ordinances, rules and regulations.
Without in any way limiting the foregoing, Tenant shall not use any part of the
Premises for sleeping quarters, or for the generation of hazardous or toxic
chemical or materials, and will not use, occupy or permit the use or occupancy
of the Premises for any purpose which is forbidden by or in violation of any
zoning ordinance, law, rule or regulation or any other law, ordinance, or
governmental or municipal regulation, order, or certificate of occupancy, or
which may be dangerous to life, limb or property; or permit the maintenance of
any public or private nuisance; or do or permit any other thing which may
disturb the quiet enjoyment of any other tenant of the Building; or keep any
substance or carry on or permit any operation which might emit offensive odors
or conditions from the Premises; or commit, suffer or permit any waste in or
upon the Premises, or at any time sell, purchase or give away or permit the
sale, purchase or gift of food in any form by or to any of Tenant's agents or
employees or other parties in the Premises except through vending machines in
employees' lunch or rest areas within the Premises for use by Tenant's employees
only; or use an apparatus which might make undue noise or set up vibrations in
the Building; or permit anything to be done which would increase the fire and
extended coverage insurance rate on the Building or contents, and if there is
any increase in such

<PAGE>

rate by reason of acts of Tenant, then Tenant agrees to pay such increase upon
demand therefore by Landlord. Payment by Tenant of any such rate increase shall
not be a waiver of Tenant's duty to comply herewith. TENANT SHALL INDEMNIFY AND
HOLD LANDLORD HARMLESS FROM ANY AND ALL COSTS, EXPENSES (INCLUDING REASONABLE
ATTORNEYS FEES), CLAIMS AND CAUSES OF ACTION ARISING FROM TENANT'S FAILURE TO
COMPLY WITH SECTION. Outside storage, including without limitation, storage in
non-operative or stationary trucks, trailers and other vehicles, and vehicle
maintenance or repair is prohibited without Landlord's prior written consent.
Tenant shall keep the Premises neat and clean at all times. Tenant shall
promptly correct any violation of a governmental law, rule or regulation with
respect to the Premises. Tenant shall comply with any direction of any
governmental authority having jurisdiction which imposes any duty upon Tenant or
Landlord with respect to the Premises, or with respect to the occupancy or use
thereof and shall comply with all matters of record affecting the Premises which
may impose additional restrictions and/or obligations on the Landlord or the
Tenant.

         5 .1.2 Hazardous and Toxic Materials:

(a) Tenant shall not incorporate into, use, release or other\vise place or
dispose of at, in, on, under or near the Premises, the Building or the Property
any hazardous or toxic materials except that Tenant may use and temporarily
store cleaning and office supplies used in the ordinary course of Tenant's
business and then only if (i) such materials are in small quantities, properly
labeled and contained, (ii) such materials are handled and disposed of off-site
at properly authorized facilities in accordance with the highest accepted
industry standards for safety, storage, use and disposal, (iii) notice of and a
copy of the current material safety data sheet is first delivered to, and
written consent is obtained from, Landlord for each such hazardous or toxic
material and (iv) such materials are used, transported, stored, handled and
disposed of off-site at properly authorized facilities in accordance with all
applicable governmental laws, rules and regulations, including without
limitation, applicable Environmental Laws, as defined below. Landlord may
condition its consent to Tenant's storage or use of any hazardous or toxic
materials at, on, or in the Premises, upon Tenant's payment of an additional
deposit to Landlord, which deposit shall be in an amount estimated by Landlord
as sufficient security for the payment of costs and expenses arising from or
related to the potential release of hazardous or toxic materials in connection
with Tenant's use or occupancy of the Premises, which deposit, less any costs or
expenses incurred or estimated to be incurred in response to such release, shall
be returned to Tenant after removal of the hazardous or toxic materials and
proper closure or remediation of any area affected by or containing any such
hazardous or toxic materials, in compliance with applicable governmental
regulations, including without limitation, applicable Environmental Laws. Under
no circumstances shall Tenant cause or allow the disposal of hazardous or toxic
materials at, in, on, under or about the Building, the Property, or Premises.
Tenant shall not (i) occupy or use the Premises, nor permit any portion of the
Premises to be occupied or used (A) except in compliance with all laws,
ordinances, governmental or municipal regulations, and orders, including without
limitation Environmental Laws, or (B) in a manner which may be dangerous to
life, limb or property; or (ii) cause or permit the maintenance of any public or
private nuisance; or (iii) cause or permit anything to be done which would in
any way increase the rate of fire, liability, or any other insurance coverage on
the Premises, the Building, or its contents. Landlord shall have the right to
periodically inspect, take samples for testing and otherwise investigate the
Premises for the presence of hazardous or toxic materials. If Tenant ever has
knowledge of the presence in the Premises or the Building or the Property of
hazardous or toxic materials which affect the Premises, Tenant shall notify
Landlord thereof in writing promptly after obtaining such knowledge. For
purposes of this Lease, hazardous or toxic materials shall mean asbestos
containing materials ("ACM") and all other materials, substances, wastes and
chemicals classified, defined, listed, or regulated as, or containing, a
"hazardous substance," "hazardous waste," "toxic substance," "pollutant,"
"contaminant," "oil," "hazardous material," "solid waste," and/or "regulated
substance" under any Environmental Law. As used herein, the term "Environmental
Laws" shall mean any and all statutes, rules, regulations, ordinances, orders,
permits, licenses, and other applicable legal
<PAGE>

requirements, relating directly or indirectly to human health or safety or the
environment, or the presence, handling, treatment, storage, disposal, recycling,
reporting, remediation, investigation, or monitoring of hazardous or toxic
materials. As used herein, the term "release" shall have the same meaning as
under the Comprehensive Environmental Response, Compensation and Liability Act,
as amended, 42 U.S.C. Section 9601 et seq.

(b) Prior to commencement of any tenant finish work to be performed by Landlord,
Tenant shall have the right to make such studies and investigations and conduct
such non-destructive or non-invasive environmental tests and surveys of the
Premises as Tenant deems necessary or appropriate, subject to the conditions
that all such studies and investigations shall be completed prior to the
commencement of any tenant finish work to be performed by landlord. TENANT SHALL
RESTORE THE PREMISES AND HOLD LANDLORD HARMLESS FROM AND INDEMNIFY LANDLORD
AGAINST ALL LOSS, DAMAGES, AND CLAIMS RESULTING FROM OR RELATING TO TENANT'S
STUDIES, TESTS AND INVESTIGATIONS. If such study, test, investigation or survey
evidences hazardous or toxic materials which affect the Premises, Tenant shall
have the right to terminate this Lease provided such right shall be exercised,
if at all, prior to the commencement of any tenant finish work to be performed
by Landlord and within five (5) days after Tenant receives the evidence of
hazardous or toxic materials. If Tenant takes occupancy of the Premises prior to
exercising such right, Tenant's right to terminate this Lease shall be null and
void and of no further force and effect. By its occupancy of the Premises,
Tenant agrees that it will accept the Premises in its AS IS - WHERE IS
condition, WITH ALL FAULTS. Tenant acknowledges that Landlord makes no, and
expressly disclaims any, representations and/or warranties, express or implied,
regarding the presence or absence of hazardous or toxic materials at, in, on,
under, or about the Premises, the Building or the Property, the status of
compliance of the Property, the Building or the Premises or any part of them
with Environmental Laws, and Tenant acknowledges and agrees that any presence of
any hazardous or toxic materials shall not constitute an eviction, actual or
constructive, of Tenant nor entitle Tenant to an offset against its obligations
hereunder .

(c) If Tenant or its employees, agents, contractors, invitees, or visitors shall
ever violate the provisions of paragraph (a) of this subsection 5.1.2 or
otherwise contaminate the Premises or the Property, then Tenant shall promptly,
diligently, and expeditiously investigate, clean up, remove and dispose of the
material causing the violation, in compliance with all applicable governmental
standards, laws, rules and regulations, including without limitation, applicable
Environmental Laws and then prevalent industry practice and standards and shall
repair any damage to the Premises or the Building or the Property as soon as
practicable. Tenant shall notify Landlord in advance of its method, time and
procedure for any investigation, remediation or monitoring of hazardous or toxic
materials and Landlord shall have the right to require reasonable changes in
such method, time or procedure as Landlord considers appropriate to prevent
interference with any use, occupancy, care, appearance or maintenance of the
Property or the Building, or the rights of other tenants or to require the same
to be done after normal business hours. Under no circumstances shall any re
mediation by Tenant leave any hazardous or toxic materials at, in, on, or under
the Premises, the Property, or the Building without first obtaining the prior
written consent of Landlord. If (1) any lender, insurer, prospective purchaser,
governmental agency, or other person shall ever require testing or Landlord
shall ever undertake testing to ascertain whether or not there has been any
release of hazardous or toxic materials due to the acts or omissions of Tenant,
or any of its agents, invitees, licensees, or employees, and (2) such testing
reveals evidence of such releases, then Tenant's obligations under this
subsection 5.1.2(c) shall survive the expiration or sooner termination of this
Lease. Tenant represents to Landlord that, except as has been disclosed to
Landlord in writing, none of Tenant or any of its owners, partners, managers,
members, shareholders, or venturers has ever been cited for or convicted of any
violations under applicable laws, rules or regulations, including without
limitation Environmental Laws.

(d) TENANT  AGREES TO DEFEND,  INDEMNIFY  AND HOLD  HARMLESS THE  LANDLORD,  ITS
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,

<PAGE>

AGENTS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL OBLIGATIONS (INCLUDING
REMOVAL AND REMEDIAL ACTIONS), LOSSES, CLAIMS, SUITS, JUDGMENTS, LIABILITIES
(INCLUDING WITHOUT LIMITATION STRICT LIABILITIES ARISING PURSUANT TO
ENVIRONMENTAL LAWS OR OTHER'VISE), PENALTIES, DAMAGES (INCLUDING CONSEQUENTIAL
AND PUNITIVE DAMAGES), COSTS AND EXPENSES (INCLUDING ATTORNEYS' AND CONSULTANTS'
FEES AND EXPENSES) OF ANY KIND OR NATURE WHATSOEVER THAT MAY AT ANY TIME BE
INCURRED BY, IMPOSED ON OR ASSERTED AGAINST SUCH INDEMNITEES DIRECTLY OR
INDIRECTLY BASED ON, OR ARISING OR RESULTING FROM (A) THE ACTUAL OR ALLEGED
PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC MATERIALS ON, AT, IN, UNDER, FROM OR
NEAR THE PREMISES, THE BUILDING, OR THE PROPERTY WHICH IS CAUSED OR PERMITTED BY
TENANT OR ITS LICENSEES OR INVITEES OR ANY PERSON ACTING UNDER, ON BEHALF OF, OR
AT THE DIRECTION OR PERMISSION OF TENANT AND/OR (B) OPERATION OR USE OF THE
PREMISES OR NON-COMPLIANCE WITH ENVIRONMENTAL LAWS, OR THE CONDUCT OF
OBLIGATIONS HEREUNDER, BY TENANT, OR ITS LICENSEES OR INVITEES OR ANY PERSON
ACTING UNDER, ON BEHALF OF, OR AT THE DIRECTION OR PERMISSION OF TENANT, AND IN
EACH CASE UNDER EITHER (A) OR (B) REGARDLESS OF WHETHER ATTRIBUTABLE IN WHOLE OR
IN PART TO ANY OF THE INDEMNITEES' SOLE, CONTRIBUTORY, COMPARATIVE, ACTIVE OR
PASSIVE NEGLIGENCE OR STRICT LIABILITY.

(e) THE  PROVISIONS OF THIS SECTION 5.1.2 SHALL SURVIVE THE EXPIRATION OR SOONER
TERMINATION OF THIS LEASE.

         5.1.3 Building Inspection Survey: Tenant hereby acknowledges that:
               ----------------------------

(a) Landlord has heretofore engaged one or more independent contractors
(collectively "BIS Consultants") to perform limited building inspection surveys
("BIS") of the Building to determine if hazardous or toxic materials exist on,
at, or under the Building, and that prior to execution of this Lease, Tenant has
had the opportunity to review and has reviewed the BIS, and that after execution
of this Lease such BIS are made available upon written request and within a
reasonable time at the office of the Property Manager, for Tenant's inspection
during normal business hours.

(b) The purpose of the BIS is to provide information pursuant to 29 C.F.R.
ss.1910.1001, and no other duties of disclosure or notification are created or
implied by Landlord's providing an opportunity for review of the BIS by Tenant,
indicate the presence or absence of hazardous or toxic materials (as defined in
the Lease) on, at, or under the Building based on the present levels or content
of said hazardous or toxic materials as presently set by the U.S. Environmental
Protection Agency ("EPA") or the U.S. Occupational Safety and Health
Administration ("OSHA"), however, Tenant acknowledges that neither extensive
testing nor sampling of any portion of the Property was performed in connection
with the BIS.

(c) Landlord has been advised by its BIS Consultants that any such presence of
said hazardous or toxic materials does not violate lawful levels for such
materials or require removal or controls beyond those already implemented by
Landlord. Tenant agrees and acknowledges that Landlord makes no express or
implied representations or warranties whatsoever regarding the BIS, including
but not limited to the contents, accuracy, scope or recommendations contained
therein. In addition, Landlord is not aware of any studies, evaluations, tests,
surveys, or investigations concerning the presence of hazardous or toxic
materials at, in, or under the Building other than the BIS on file with the
Property Manager or any information that makes the BIS inaccurate in any
material respect.

(d) Landlord has implemented an Operations and Maintenance  Program ("OMP") with
respect  to any  asbestos  containing  materials  ("ACM") or  presumed  asbestos
containing material
<PAGE>


("PACM") located in the Building, and the terms of such OMP is set forth in a
written document located in the Property Manager's office. To reduce the risk
that any PACM or ACM in the Building will be improperly disturbed or handled by
untrained persons, Tenant agrees and acknowledges that:

1. Removal of the thermal  system  insulation  (TSI) and  surfacing ACM and PACM
(i.e.,  sprayed-on or  troweled-on  material,  e.g.,  textured  ceiling paint or
fireproofing material);

2.  Removal  of ACM or PACM that are not TSI or  surfacing  ACM and PACM such as
vinyl floor covering;

3. Repair and  maintenance  of operations  that are likely to disturb any ACM or
PACM; and

4. Custodial and housekeeping activities where even minimal contact with any ACM
or PACM may occur,

shall be undertaken and conducted only upon thirty (30) days prior written
notice to Landlord of such activity and in full accordance with the OMP. In
addition, Tenant shall insure and hereby agrees that all contractors and
subcontractors engaged by Tenant agree in writing to be bound by and will
undertake and conduct all work in full compliance with the OMP , and Tenant
agrees to fully cooperate with Landlord in all reasonable procedures or actions
necessary for the conduct of the OMP .

         TENANT HEREBY ACKNOWLEDGES THAT IT SHALL TAKE ALL APPROPRIATE MEASURES
TO ENSURE THAT THE PRESENCE OF ANY PACM OR ACM PRESENT IN, AT, OR UNDER THE
PREMISES WILL NOT CONSTITUTE AN UNDUE RISK TO ITSELF, ITS EMPLOYEES, AGENTS,
CONTRACTORS, INVITEES, OR. LICENSES, AND TENANT WARRANTS AND REPRESENTS THAT,
UPON TAKING POSSESSION OF THE PREMISES, IT HAS FULLY SATISFIED ITSELF THAT THE
PREMISES ARE ACCEPTABLE AND SUITABLE WITH REGARDS TO HAZARDOUS OR TOXIC
MATERIALS.

         TENANT AGREES TO PROVIDE LANDLORD WITH TRUE AND CORRECT COPIES OF ANY
AND ALL STUDIES, EVALUATIONS, TESTS, SURVEYS, OR INVESTIGATIONS PERFORMED BY OR
ON BEHALF OF TENANT AT ANY TIME INVOLVING THE PREMISES, AND TENANT SHALL NOT
PERFORM ANY INVASIVE OR DESTRUCTIVE INVESTIGATIONS OR ANALYSES WITHOUT
LANDLORD'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY BE WITHHELD, OR GIVEN
SUBJECT TO ANY CONDITIONS OR RESTRICTIONS, AS LANDLORD SHALL DEEM APPROPRIATE IN
ITS SOLE DISCRETION. IF LANDLORD CONSENTS TO ANY INVASIVE OR DESTRUCTIVE
INVESTIGATION OR ANALYSIS, TENANT SHALL FULLY RESTORE ALL AREAS AND IMPROVEMENTS
WHERE SAMPLES WERE TAKEN OR WORK PERFORMED. REGARDLESS OF THE TYPE OF
INSPECTIONS OR ANALYSES WHICH TENANT MAY CAUSE TO BE PERFORMED, TENANT SHALL
IMMEDIATELY REPAIR ALL DAMAGE RESULTING FROM ANY OF THE SAME AND SHALL INDEMNIFY
AND HOLD LANDLORD, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS,
SUCCESSORS, AND ASSIGNS HARMLESS FROM AND AGAINST ALL CLAIMS, ACTIONS,
LIABILITIES, DAMAGES, LOSSES, INJURIES OR DEATHS IN CONNECTION WITH OR ARISING
OUT OF OR FROM ANY INSPECTION, TESTING, SAMPLING, OR SIMILAR OR DISSIMILAR
ACTIVITY CONDUCTED BY TENANT, TENANT'S AGENTS OR CONTRACTORS AT, ON, OR UNDER
THE PREMISES FOR HAZARDOUS OR TOXIC MATERIALS, WHETHER UNDER THIS RIDER OR
OTHERWISE UNDER OR IN CONNECTION WITH THE LEASE.

<PAGE>

SECTION 5.2 RULES AND REGULATIONS: Tenant will comply with such rules and
regulations (the "Rules and Regulations") generally applying to tenants in the
Building as may be adopted from time to time by Landlord for the management,
cleanliness of, and the preservation of good order and protection of property
in, the Premises and the Building and the Property .A current copy of the Rules
and Regulations applicable to the Building is attached hereto as Exhibit C. All
such Rules and Regulations are hereby made a part hereof. All changes and
amendments to the Rules and Regulations sent by Landlord to Tenant in writing
and conforming to the foregoing standards shall be carried out and observed by
Tenant. Landlord hereby reserves all rights necessary to implement and enforce
the Rules and Regulations and each and every provision of this Lease.

SECTION 5.3 ACCESS; RIGHT OF ENTRY: Without being deemed or construed as
committing an actual or constructive eviction of Tenant and without abatement of
Rent, Landlord or its authorized agents shall have the right to enter the
Premises, upon reasonable notice (except in emergency situations where no prior
notice is required), to inspect the Premises, to show the Premises to
prospective lenders, purchasers or tenants and to fulfill Landlord's obligations
or exercise its rights under this Lease; provided, however, no notice shall be
required to inspect or show the Premises within the six ( 6) month period prior
to expiration of this Lease. Tenant hereby waives any claim for damages for any
injury or inconvenience or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby. Landlord shall have the right to use any and all means which Landlord
may deem proper to enter the Premises in an emergency without liability
therefor.

SECTION 5.4 QUIET POSSESSION: Provided Tenant timely pays Rent and observes and
performs all of the covenants, conditions and provisions on Tenant's part to be
observed and performed hereunder, Tenant shall have the quiet possession of the
Premises until the Expiration Date, subject to all of the provisions of this
Lease and all laws, encumbrances, liens and restrictive covenants to which the
Property is subject.

                                    ARTICLE 6

                             UTILITIES AND SERVICES

SECTION 6.1 UTILITIES: Except for Landlord's "obligation under the last two
sentences of this Section 6.1, Tenant shall be responsible for providing all
utilities to the Premises. Without limiting the foregoing, Tenant shall heat the
Premises as necessary to prevent any freeze damage to the Premises or any
portion thereof. Tenant shall directly pay for all utilities used on the
Premises which are separately metered, and reimburse Landlord for sub-metered
utilities (if any) together with any maintenance charges for utilities. The cost
of any utilities which are not separately metered or sub-metered to the Premises
shall be an Operating Expense and charged to Tenant in accordance with Article
3. Tenant's use of electric current shall at no time exceed the capacity of the
feeders or lines to the Building or the risers or wiring installation of the
Building or the Premises. Landlord shall in no event be liable for any
interruption or failure of, and Tenant shall not be entitled to any abatement or
reduction of Rent by reason of, any interruption or failure of utilities or
other services to the Premises, nor shall any such interruption or failure in
any such utility or service be construed as an eviction (constructive or actual)
of Tenant or as a breach of the implied warranty of suitability, or relieve
Tenant from the obligation to perform any covenant or agreement herein, and in
no event shall Landlord be liable for damage to persons or property (including,
without limitation, business interruption), or in default hereunder, as a result
of any such interruption or failure. However, if any such interruption is caused
by a break or other damage to any utility lines located on the Property and
outside of the Building that are under the exclusive control of Landlord, upon
receipt of written notice of such interruption Landlord shall use reasonable
efforts to perform or cause to be performed the necessary repairs within such
time frame as may be reasonable under the circumstances in order to restore the
affected service to the Premises. In addition, if any such interruption is
caused by a break or other damage to any utility line located on the Property
and controlled by a governmental, private or public utility, Landlord will
cooperate with such utility so that the interrupted service is restored to the
Premises as soon as is reasonably possible.

<PAGE>

SECTION 6.2 SERVICES: Landlord shall be under no obligation to provide any
services to the Building or Premises, except that Landlord shall provide routine
maintenance and cleaning in the Common Areas and utility service lines and
hookups to the Building.

                                    ARTICLE 7

               MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS

SECTION 7.1 LANDLORD'S OBLIGATION TO MAINTAIN AND REPAIR: Landlord shall
(subject to Section 8.1, Section 8.4, Article 9 and Landlord's rights under
Section 3.2, and except for ordinary wear and tear) maintain load bearing walls
and foundation and repair or replace the roof of the Building when necessary
(with the cost of roof repairs an Operating Expense, and charged to Tenant
pursuant to Section 3.2.1. (b)). Except for maintaining the structural soundness
of the load bearing walls and foundation of the Building located within the
Premises, Landlord shall not be required to maintain or repair any other portion
of the Premises.

SECTION 7.2       TENANT'S OBLIGATIONS TO MAINTAIN AND REPAIR:

         7.2.1 Tenant's Obligation: Subject to Sections 7.1,8.1 and 8.4 and
Article 9, Tenant shall, at Tenant's sole cost and expense, and with Landlord's
supervision, repair and, as appropriate, replace any damage or injury done to
the Premises caused by Tenant, Tenant's agents, employees, licensees, invitees
or visitors and shall otherwise keep and maintain in good condition, appearance
and repair (including replacements), the Premises, which obligation shall
include, but not be limited to, the maintenance, repair and, as appropriate,
replacement of (a) all security, fire (including fire sprinkler), heating and
air conditioning systems and fixtures serving the Premises, (b) all plumbing,
sewage, mechanical and electrical systems and fixtures serving the Premises, (c)
all fixtures, walls, ceilings, floors, doors, overhead and dock loading doors,
windows, plate glass, skylights, lamps, fans and all other appliances and
equipment of every kind and nature located in, upon or about the Premises and
(d) the rail spur(s), if any, exclusively serving the Premises. TENANT SHALL
INDEMNIFY A1"'D HOLD LANDLORD HAR1\1LESS FROM ANY AND ALL COSTS, EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES), CLAIMS AND CAUSES OF ACTION ARISING FROM
OR INCURRED BY AND/OR ASSERTED IN CONNECTION WITH ANY SUCH MAINTENANCE, REPAIRS,
REPLACEMENTS, DAMAGE OR INJURY OR TENANT'S BREACH OF ITS OBLIGATIONS UNDER THIS
SECTION 7.2. All repairs and replacements performed by or on behalf of Tenant
shall be performed in a good and workmanlike manner acceptable in all aspects to
Landlord, and in accordance with Landlord's standards applicable to alterations
or improvements performed by Tenant. Tenant shall continue to pay Rent, without
abatement, during any period that repairs or replacements are performed or
required to be performed by Tenant under this Section 7.2. Tenant shall make no
repairs to or penetrations of the roof of the Premises without Landlord's
consent.

         7 .2.2 Rights of Landlord: Any maintenance, repairs or replacements to
be performed by Tenant under Section 7.2.1 above and any service which Tenant is
required to provide under Section 6.1 above may, upon written notice from
Landlord to. Tenant, be performed by Landlord for Tenant's benefit, in which
event Tenant shall reimburse Landlord for all expenses and costs incurred by
Landlord in performing same plus an additional five percent (5%) of such amount
to compensate Landlord for Landlord's overhead and administrative costs relating
to such work. Landlord shall have the same rights with respect to repairs
performed by Tenant as Landlord has with respect to improvements and alterations
performed by Tenant under subsection 7.3.3. In the event Tenant fails, in the
reasonable judgment of Landlord, to maintain the Premises in good order,
condition and repair, or otherwise satisfy its repair and replacement
obligations under subsection 7.2.1 or fails to provide the services required
under Section 6.1 above, and such failure continues beyond a reasonable period
of time, Landlord shall have the right to perform such maintenance, repairs and
replacements or provide such services, at Tenant's sole cost and expense. Tenant
shall pay to Landlord on demand any such expense incurred by Landlord plus an
additional five percent (5%) of such amount to compensate Landlord for
Landlord's overhead and administrative costs relating to such work, together
with interest thereon at the rate specified in Section 16.9 from the date of
demand until paid. All such amounts owing pursuant to this Section 7.2.2 shall
be deemed Rent hereunder.

SECTION 7.3 IMPROVEMENTS AND ALTERATIONS:

         7 .3.1 Landlord's Construction Obligation: Landlord's sole construction
obligation  under this Lease is as set forth in the Work Letter  attached hereto
as Exhibit D.
<PAGE>

         7 .3.2 Alteration of Building by Landlord: New Construction: Landlord
hereby reserves the right and at all times shall have the right to repair,
change, redecorate, alter, improve, modify, renovate, enclose or make additions
to any part of the Property (including structural elements and load bearing
elements within the Premises), to enclose and/or change the arrangement and/or
location of driveways or parking areas or landscaping or other Common Areas of
the Property, and to construct new improvements on adjacent parcels of land, all
without having committed an actual or constructive eviction of Tenant or breach
of the implied warranty of suitability and without an abatement of Rent (the
"Reserved Right"). When exercising the Reserved Right, Landlord will use
reasonable efforts to minimize interference with Tenant's use and occupancy of
the Premises.

         7 .3.3 Alterations. Additions. Improvements and Installations bv
Tenant: Tenant shall not, without the prior written consent of Landlord, which
will not be unreasonably withheld, make any changes, modifications, alterations,
additions or improvements (other than Tenant's Improvements under the Work
Letter) to, nor install any equipment or machinery (other than office equipment
and unattached personal property) on, the Premises (all such changes,
modifications, alterations, additions, improvements other than Tenant's
Improvements under the Work Letter and installations approved by Landlord are
herein collectively referred to as "Installations") if any such Installations
would (i) affect structural or load bearing portions of the Premises, (ii)
result in a material increase of electrical usage above the normal type and
amount of electrical current to be provided by Landlord, (iii) result in an
increase of Tenant's usage of heating or air conditioning, (iv) impact
mechanical, electrical or plumbing systems in the Premises or the Building, (v)
affect areas of the Premises which can be viewed from Common Areas, (vi) require
greater or more difficult cleaning work (e.g., kitchens, reproduction rooms, and
interior glass partitions) or (vii) violate any provision in Article 5 or
Exhibit B attached hereto. All Installations shall be at Tenant's sole cost and
expense. Without in any way limiting Landlord's consent rights, Landlord's
consent shall be conditioned on (a) Landlord approving the contractor or person
making such Installations and approves such contractor's insurance coverage to
be provided in connection with the work, (b) Landlord's supervision of the work,
(c) Landlord approving final and complete plans and specifications for the work
and ( d) the appropriate governmental agency, if any, having final and complete
plans and specifications for such work. All work performed by Tenant or its
contractor relating to the Installations shall conform to applicable
governmental laws, rules and regulations, including, without limitation, the
Disability Acts. Upon completion of the Installations, Tenant shall deliver to
Landlord "as built" plans. All Installations that constitute improvements
constructed within the Premises shall be surrendered with the Premises at the
expiration or earlier termination of this Lease, unless Landlord requests that
same be removed pursuant to Section 2.3 of this Lease. TENANT SHALL INDEMNIFY
AND SAVE LANDLORD HARMLESS FROM ANY AND ALL COSTS, EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND COSTS), DEMANDS, CLAIMS, CAUSES OF ACTION AND
LIENS ARISING FROM OR IN CONNECTION WITH ANY INSTALLATIONS PERFORMED BY OR ON
BEHALF OF TENANT. All Installations performed by or on behalf of Tenant will be
performed diligently and in a first-class workmanlike manner, and in compliance
with all applicable laws, ordinances, regulations and rules of any public
authority having jurisdiction over the Building and/or Tenant's and Landlord's
insurance carriers. Landlord will have the right, but not the obligation, to
inspect periodically the work on the Premises and may require changes in the
method or quality of the work.

         7 .3.4 Approvals: Any approval by Landlord (or Landlord's architect
and/or engineers) of any of Tenant's contractors or Tenant's drawings or plans
or specifications which are prepared in connection with any construction of
improvements (including without limitation, Tenant's Improvements) in the
Premises shall not in any way be construed as or constitute a representation or
warranty of Landlord as to the abilities of the contractor or the adequacy or
sufficiency of such drawings, plans or specifications or the improvements to
which they relate, for any use, purpose or condition.

                                    ARTICLE 8

                          INSURANCE, FIRE AND CASUALTY

SECTION 8.1 TOTAL OR PARTIAL DESTRUCTION OF THE BUILDING OR THE PREMISES: Tenant
covenants and agrees to immediately give Landlord telephonic and written notice
of any fire or other casualty affecting the Premises or the Building. In the
event that the Building should be totally destroyed by


<PAGE>



rebuilding or repairs cannot be completed, in Landlord's reasonable opinion,
within two hundred seventy (270) days of Landlord's becoming aware of the
applicable fire or casualty, either Landlord or Tenant may, at its option,
terminate this Lease, by written notice to the other, with Tenant's notice to be
given within ten (10) days after being advised by Landlord that the rebuilding
or repairs cannot be completed within two hundred seventy (270) days. In the
event the Building or the Premises should be damaged by fire or other casualty
and, in Landlord's reasonable opinion, the rebuilding or repairs can be
completed within two hundred seventy (270) days of Landlord's becoming aware of
the applicable fire or casualty, or if the damage should be more serious but
neither Landlord nor Tenant elect to terminate this Lease pursuant to this
Section, Landlord shall, within sixty (60) days after the date of receipt of
notice of such damage, commence to rebuild or repair the Building and the
Premises (including Tenant's Improvements, but only to the extent of insurance
proceeds actually received by Landlord for the repair of Tenant's Improvements),
and shall pursue with reasonable diligence the repair and restoration of the
Building and the Premises to substantially the same condition which existed
immediately prior to the happening of the casualty , except that Landlord shall
not be required to rebuild, repair or replace any part of the furniture,
equipment, fixtures, inventory, supplies or any other personalty or any other
improvements ( except Tenant's Improvements, but only to the extent of insurance
proceeds actually received by Landlord for the repair of Tenant's Improvements
which shall be first utilized by Landlord before any proceeds of Landlord's
insurance) which may have been placed by Tenant or other tenants within the
Building or at the Premises. Landlord shall allow Tenant a proportionate
diminution of Base Rent and Additional Rent as may be fair and reasonable under
the circumstances during any period of reconstruction or repair of the Premises
due to an occurrence contemplated in this Section 8.1; provided, that Base Rent
and Additional Rent shall be abated only to the extent Landlord is compensated
for such Base Rent and Additional Rent by loss of rents insurance, if any.
Notwithstanding Landlord's restoration obligation, in the event any mortgagee
under a deed of trust, security agreement or mortgage on the Building should
require that the insurance proceeds be used to retire or reduce the mortgage
debt or if the insurance company issuing Landlord's fire and casualty insurance
policy fails or refuses to pay Landlord the proceeds under such policy, Landlord
have no obligation to rebuild and this Lease shall terminate upon notice by
Landlord to Tenant. Any insurance which may be carried by Landlord or Tenant
against loss or damage to the Building or to the Premises shall be for the sole
benefit of the party carrying such insurance and under its sole control. Upon
termination of the Lease pursuant to this Section, Base Rent and Additional Rent
shall be abated from the date of the fire or casualty.

SECTION 8.2 TENANT'S INSURANCE:

         8.2.1 Types of Coverage: Tenant covenants and agrees that from and
after the date of delivery of the Premises from Landlord to Tenant, Tenant will
carry and maintain, at its sole cost and expense, the insurance set forth below:

         (a) Liability Insurance: Commercial General Liability Insurance
covering the Premises and Tenant's use thereof against claims for personal or
bodily injury or property damage occurring upon, in or about the Premises
(including contractual indemnity and liability coverage), such insurance to
insure both Tenant and, as additional named insureds, Landlord and its
subsidiaries, directors, agents and employees and the Property Manager, with
limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 in the
aggregate, combined single limit, with respect to injury to any number of
persons and all property damage, without a deductible. If the Agreed Rentable
Area of the Premises is more than 20,000 square feet, then, in addition to and
not in lieu of the above-stated coverage, Tenant shall carry umbrella or
so-called excess coverage in an amount not less than $1,000,000.00 over Tenant's
base coverage amount with no deductible. This insurance coverage shall extend to
any liability of Tenant arising out of the indemnities provided for in this
Lease.

         (b) Property Insurance: Property insurance on an "all-risk" coverage
basis covering all fixtures, equipment and personalty located in the Premises,
in an amount not less than one hundred percent (100%) of full replacement cost
thereof, with a deductible not to exceed $1,000.00. Such policy will be written
in the names of Tenant, Landlord, and any other parties reasonably designated by
Landlord from time to time, as their respective interests may appear.

         (c) Workers Compensation Insurance: Worker's compensation insurance
including  Employer's  Liability  Insurance with limits in amounts not less than
$500,000 per accident, $500,000 per individual, and

<PAGE>
         $500,000 per policy-disease. Said policy shall insure against and
         satisfy Tenant's obligations and I liabilities under the worker's
         compensation laws of the state where the Property is located.

         (d) Such other insurance as Landlord may reasonably require from time
         to time.

8.2.2 Other Requirements of Insurance: All such insurance will be issued and
underwritten by companies with an A.M. Best rating of not less than A- VIII
licensed to do business in the state where the Premises is located and will
contain endorsements that (a) such insurance may not lapse with respect to
Landlord or Property Manager or be canceled or amended with respect to Landlord
or Property Manager without the insurance company giving Landlord and Property
Manager at least sixty (60) days prior written notice of such cancellation or
amendment, (b) Tenant will be solely responsible for payment of premiums, ( c)
in the event of payment of any loss covered by such policy, Landlord or
Landlord's designees will be paid first by the insurance company for Landlord's
loss and (d) Tenant's insurance is primary in the event of overlapping coverage
which may be carried by Landlord.

8.2.3 Proof of Insurance: Tenant shall deliver to Landlord duplicate originals
of certificates (policies at Landlord's request) of insurance required by this
Section 8.2 prior to the Commencement Date and duly executed originals of
binders of such insurance evidencing in-force coverage, within ten (10) days
prior to the commencement of construction of Tenant's Improvements. Further,
Tenant shall deliver to Landlord renewals thereof at least thirty (30) days
prior to the expiration of the respective policy terms.

SECTION 8.3 LANDLORD'S INSURANCE:

         8.3.1 Types of Coverage: Landlord covenants and agrees that from and
after the date of delivery of the Premises from Landlord to Tenant, Landlord
will carry and maintain the insurance set forth below:

         (a) Liability Insurance: Commercial General Liability Insurance
covering the Building and all Common Areas, insuring against claims for personal
or bodily injury or property damage occurring upon, in or about the Building or
Common Areas with limits of not less than $1,000,000.00 per occurrence and
$2,000,000.00 in the aggregate, combined single, limit, with respect to injury
to any number of persons and property damage. This insurance coverage shall
extend to any liability of Landlord arising out of the indemnities provided for
in this Lease.

         (b ) Property Insurance: Landlord shall at all times during the term
hereof maintain in effect a policy or policies covering the Building ( excluding
property required to be insured by Tenant) on an "all risk" basis in such
amounts as Landlord may from time to time determine, providing protection
against perils included within the standard form of "all risk" insurance policy
promulgated in the State where the Property is located, and such other risks as
Landlord may from time to time determine and with any such deductibles as
Landlord may from time to time determine.

         8.3.2 Self-lnsurance: Any insurance provided for in subsection 8.3.1
may be effected by self-insurance or by a policy or policies of blanket
insurance covering additional items or locations or assureds, provided that the
requirements of this Section 8.3 are otherwise satisfied. Tenant shall have no
rights in any policy or policies maintained by Landlord.

SECTION 8.4 WAIVER OF SUBROGATION:

LANDLORD AND TENANT EACH HEREBY WAIVE ANY RIGHTS THEY MAY HA YE AGAINST THE
OTHER (INCLUDING, BUT NOT LIMITED TO, A DIRECT ACTION FOR DAMAGES) ON ACCOUNT OF
ANY LOSS OR DAMAGE OCCASIONED TO LANDLORD OR TENANT, AS THE CASE MAY BE (WHETHER
OR NOT SUCH LOSS OR DAMAGE IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTIOUS
CONDUCT, ACTS OR OMISSIONS OF LANDLORD OR TENANT OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR INVITEES), to their respective property , the
Premises, its contents or to any other portion of the Building or the Property
arising from any risk covered by the current form of property insurance and fire
and extended coverage insurance promulgated by the applicable insurance board or
commission in the State where the Property is located and required to be carried
by Tenant and Landlord, respectively under subsections 8.2.1

<PAGE>

and 8.3.1 of this Lease. If a party waiving rights under this Section is
carrying an "all-risk" coverage --insurance policy in the promulgated form used
in the state where the Property is located and an amendment to such promulgated
form is passed, such amendment shall be deemed not a part of such promulgated
form until it applies to the policy being carried by the waiving party. The
parties hereto each, on behalf of their respective insurance companies insuring
the property of either Landlord or Tenant against any such loss, waive any right
of subrogation that Landlord or Tenant or their respective insurers may have
against the other party or their respective officers, directors, employees,
agents or invitees and all rights of their respective insurance companies based
upon an assignment from its insured. Each party to this Lease agrees immediately
to give to each such insurance company written notification of the terms of the
mutual waivers contained in this Section, and to have said insurance policies
properly endorsed, if necessary , to prevent the invalidation of said insurance
coverage by reason of said waivers. The foregoing waiver shall be effective
whether or not the parties maintain the required insurance.

SECTION 8.5 INDEMNITY:

         8.5.1 Tenant's Indemnity: TENANT COVENANTS AND AGREES TO INDEMNIFY AND
HOLD LANDLORD, PROPERTY MANAGER AND THEIR RESPECTIVE PARTNERS, TRUST MANAGERS,
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ALL CLAIMS, DEMANDS,
ACTIONS, DAMAGES, LOSS, LIABILITIES, JUDGMENTS, COSTS AND EXPENSES, INCLUDING
WITHOUT LIMITATION, ATTORNEYS' FEES AND COURT COSTS (EACH A "CLAIM" AND
COLLECTIVELY THE "CLAIMS") WHICH (i) ARE SUFFERED BY, RECOVERED FROM OR ASSERTED
AGAINST LANDLORD, (ii) ARE NOT PAID BY INSURANCE CARRIED BY TENANT OR LANDLORD
(WITHOUT IN ANY WAY AFFECTING THE REQUIREMENTS OF OR LANDLORD'S RIGHTS UNDER
SECTION 8.2 AND (iii) ARISE FROM OR IN CONNECTION WITH (a) THE USE OR OCCUPANCY
OF THE PREMISES AND/OR ANY ACCIDENT, INJURY OR DAl\1AGE OCCURRING IN OR AT THE
PREMISES OR (b) ANY BREACH BY TENANT OF ANY REPRESENTATION OR COVENANT IN THIS
LEASE; PROVIDED, HOWEVER, SUCH INDEMNIFICATION OF LANDLORD BY TENANT SHALL NOT
INCLUDE ANY CLAIM WAIVED BY LANDLORD UNDER SECTION 8.4 HEREOF, ANY CLAIM TO THE
EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY
CLAIM RELATING TO HAZARDOUS OR TOXIC MATERIALS EXCEPT TO THE EXTENT SUCH CLAIM
ARISES OUR OF A BREACH BY TENANT OF ANY OF THE PROVISIONS OF SUBSECTION 5.1.2.

         8.5.2 Landlord's Indemnity: LANDLORD WILL INDEMNIFY AND HOLD TENANT AND
ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ALL CLAIMS .WHICH
ARE SUFFERED BY, RECOVERED FROM OR ASSERTED AGAINST TENANT AND WHICH ARE NOT
PAID BY PROCEEDS OF INSURANCE CARRIED BY LANDLORD OR TENANT AND WHICH ARISE FROM
OR IN CONNECTION WITH (a) THE USE OF THE COMMON AREAS AND/OR ANY ACCIDENT,
INJURY OR DAMAGE OCCURRING IN OR ON THE COMMON AREAS OR (b) ANY BREACH BY
LANDLORD OF ANY REPRESENTATION OR COVENANT IN THIS LEASE; PROVIDED, HOWEVER,
SUCH INDEMNIFICATION OF TENANT BY LANDLORD SHALL NOT INCLUDE ANY CLAIM WAIVED BY
TENANT UNDER SECTION 8.4 HEREOF, ANY CLAIM TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF TENANT OR ANY CLAIM RELATING TO HAZARDOUS OR
TOXIC MATERIALS EXCEPT TO THE EXTENT SUCH CLAIM ARISES OUT OF A BREACH BY
LANDLORD OF ANY OF THE PROVISIONS OF SUBSECTION 5.1.2.

<PAGE>
                                    ARTICLE 9
                                  CONDEMNATION

SECTION 9.1 CONDEMNATION OF THE PROPERTY: If the Property or any portion thereof
that, in Landlord's reasonable opinion, is necessary to the continued efficient
and/or economically feasible use of the Property shall be taken or condemned in
whole or in part for public purposes, or sold to a condemning authority in lieu
of taking, then the term of this Lease shall, at the option of Landlord upon
written notice to Tenant, forthwith cease and terminate.

SECTION 9.2 CONDEMNATION OF PREMISES: In the event that all or substantially all
of the Premises are taken or condemned or sold in lieu thereof or Tenant will be
unable to use a substantial portion of the Premises for a period exceeding two
hundred seventy (270) consecutive days by reason of a temporary taking, either
Landlord or Tenant may terminate this Lease by delivering written notice thereof
to the other within ten (10) business days after the taking, condemnation or
sale in lieu thereof.

SECTION 9.3 CONDEMNATION WITHOUT TERMINATION: If upon a taking or condemnation
or sale in lieu of the taking of all or less than all of the Property which
gives either Landlord or Tenant the right to terminate this Lease pursuant to
Section 9.1 or 9.2 and neither Landlord nor Tenant elect to exercise such
termination right, then this Lease shall continue in full force and effect,
provided that, if the taking, condemnation or sale includes any portion of the
Premises or the Building, the Base Rent and Additional Rent shall be
redetermined on the basis of the remaining square feet of Agreed Rentable Area
of the Premises or the Building. Landlord, at Landlord's sole option and
expense, shall restore and reconstruct the Building to substantially its former
condition to the extent that the same may be reasonably feasible, but such work
shall not be required to exceed the scope of the work done by Landlord in
originally constructing the Building, nor shall Landlord in any event be
required to spend for such work in an amount in excess of the amount received by
Landlord as compensation or damages (in excess of amounts retained by the
mortgagee of the Property relating to the property taken) for the part of the
Building or the Premises so taken.

SECTION 9.4 CONDEMNATION PROCEEDS: Landlord shall receive the entire award
(which shall include sales proceeds) payable as a result of a condemnation,
taking or sale in lieu thereof. Tenant hereby expressly assigns to Landlord any
and all right, title and interest of Tenant now or hereafter arising in and to
any such award. Tenant shall, however, have the right to recover from such
authority through a separate award which does not reduce the Landlord's award,
any compensation as may be awarded to Tenant on account of moving and relocation
expenses and depreciation to and removal of Tenant's physical property.


<PAGE>


                                   ARTICLE 10
                                      LIENS

Tenant shall keep the Premises free from all liens arising out of any work
performed, materials furnished or obligations incurred by or for Tenant and
TENANT SHALL INDEMNIFY AND HOLD LANDLORD HARMLESS FROM ANY AND ALL CLAIMS,
CAUSES OF ACTION, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEE AND
COSTS), ARISING FROM OR IN CONNECTION WITH ANY SUCH LIENS. In the event that
Tenant shall not, within ten (10) days following notification to Tenant of the
imposition of any such lien, cause the same to be released of record by payment
or the posting of a bond in amount, form and substance acceptable to Landlord,
Landlord shall have, in addition to all other remedies provided herein and by
law, the right but not the obligation, to cause the same to be released by such
means as it shall deem proper, including payment of or defense against the claim
giving rise to such lien. All amounts paid or incurred by Landlord in connection
therewith shall be paid by Tenant to Landlord on demand and shall bear interest
from the date of demand until paid at the rate set forth in Section 16.9.
Nothing in this Lease shall be deemed or construed in any way as constituting
the consent or request of Landlord, express or implied, by inference or
otherwise, to any contractor, subcontractor, laborer or materialman for the
performance of any labor or the furnishing of any materials for any specific
improvement, alteration or repair of or to the Building or the Premises or any
part thereof, nor as giving Tenant any right, power or authority to contract for
or permit the rendering of any services or the furnishing of any materials that
would give rise to the filing of any mechanic's or other liens against the
interest of Landlord in the Property or the Premises.



                                   ARTICLE 11

                           TAXES ON TENANT'S PROPERTY

Tenant shall be liable for and shall pay, prior to their becoming delinquent,
any and all taxes and assessments levied against, and any increases in Real
Estate Taxes as a result of, any personal property or trade or other fixtures
placed by Tenant in or about the Premises and any improvements (excluding
Tenant's Improvements) constructed in the Premises by or on behalf of Tenant. In
the event Landlord, at its sole election, pays any such additional taxes, or
increases, Tenant will, within ten (10) days after demand, reimburse Landlord
for the amount thereof. Such amounts shall bear interest from the date paid by
Landlord until reimbursed by Tenant at the rate set forth in Section 16.9.



                                   ARTICLE 12

                            SUBLETTING AND ASSIGNING

SECTION 12.1 SUBLEASE AND ASSIGNMENT: Tenant shall not assign this Lease, or
allow it to be assigned, in whole or in part, by operation of law or otherwise
(it being agreed that for purposes of this Lease, assignment shall include,
without limitation the transfer of a majority interest of stock, partnership or
other forms of ownership interests, merger or dissolution) or mortgage or pledge
the same, or sublet the Premises or any part thereof or permit the Premises to
be occupied by any firm, person, partnership or corporation or any combination
thereof, other than Tenant, without the prior written consent of Landlord, which
will not be unreasonably withheld. In no event shall any assignment or sublease
ever release Tenant from any obligation or liability hereunder. No assignee or
sublessee of the Premises or any portion thereof may assign or sublet the
Premises or any portion thereof. Consent by Landlord to one or more assignments
or sublettings shall not operate as a waiver of Landlord's rights as to any
subsequent assignments and/or sublettings. All reasonable legal fees and
expenses incurred by Landlord in connection with any assignment or sublease
proposed by Tenant will be the responsibility of Tenant and will be paid by
Tenant within twenty (20) days of receipt of an invoice from Landlord. In
addition, Tenant will pay to Landlord an administrative overhead fee of not less
than $500.00 in consideration for Landlord's review of any requested assignment
or sublease.

SECTION 12.2 LANDLORD'S RIGHTS RELATING TO ASSIGNEE OR SUBTENANT: If this Lease
or any part hereof is assigned or the Premises or any part thereof are sublet,
Landlord may at its option collect directly from such assignee or sublessee all
rents becoming due to Tenant under such assignment or sublease and apply such
rent against any sums due to Landlord by Tenant hereunder, with Landlord
retaining any

<PAGE>

excess rent for Landlord's sole benefit. Tenant hereby authorizes and directs
any such assignee or sublessee to make such payments of rent directly to
Landlord upon receipt of notice from Landlord, and Tenant agrees that any such
payments made by an assignee or sublessee to Landlord shall, to the extent of
the payments so made, be a full and complete release and discharge of rent owed
to Tenant by such assignee or sublessee. No direct collection by Landlord from
any such assignee or sublessee shall be construed to constitute a novation or a
release of Tenant or any guarantor of Tenant from the further performance of its
obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee
or occupant of the Premises or any part thereof shall not be deemed a waiver of
the above covenant in this Lease against assignment and subletting or a release
of Tenant under this Lease. In the event that, following an assignment or
subletting, this Lease or the rights and obligations of Tenant hereunder are
terminated for any reason, including without limitation in connection with
default by or bankruptcy of Tenant (which, for the purposes of this Section
12.2, shall include all persons or entities claiming by or through Tenant),
Landlord may, at its sole option, consider this Lease to be thereafter a direct
lease to the assignee or subtenant of Tenant upon the terms and conditions
contained in this Lease.

                                   ARTICLE 13

                                SUBORDINATION AND

                          TENANT'S ESTOPPEL CERTIFICATE

SECTION 13.1 SALE OF THE PROPERTY: In the event of a sale or conveyance by
Landlord of the Property, the same shall operate to release Landlord from any
and all liability under this Lease arising after the date of such sale, provided
that if a Security Deposit has been paid by Tenant, Landlord shall not be
released from liability with respect thereto unless Landlord transfers or
credits the Security Deposit to the applicable purchaser .

SECTION 13.2 SUBORDINATION, ATTORNMENT AND NOTICE: This Lease is subject and
subordinate to any lease wherein Landlord is the tenant and to the liens of any
and all mortgages or deeds of trust, regardless of whether such lease, mortgages
or deeds of trust now exist or may hereafter be created with regard to all or
any part of the Property, and to any and all advances to be made thereunder, and
to the interest thereon, and all modifications, consolidations, renewals,
replacements and extensions thereof. Tenant also agrees that any lessor,
mortgagee or trustee may elect (which election shall be revocable) to have this
Lease superior to any lease or lien of its mortgage or deed of trust, and in the
event of such election and upon notification by such lessor, mortgagee or
trustee to that effect, this Lease shall be deemed superior to the said lease,
mortgage or deed of trust, whether this Lease is dated prior to or subsequent to
the date of said lease, mortgage or deed of trust. Tenant shall, in the event of
the sale or assignment of Landlord's interest in the Premises (except in a
sale-leaseback financing transaction), or in the event of a termination of any
lease in a sale-leaseback financing transaction \\"herein Landlord is the
lessee, attorn to and recognize such purchaser, assignee or mortgagee as
Landlord under this Lease. Tenant shall, in the event of any proceedings brought
for the foreclosure of, or in the event of the exercise of the power of sale
under, any mortgage or deed of trust covering the Premises, attorn to and
recognize purchaser at such sale, assignee, or mortgagee, as the case may be, as
Landlord under this Lease. Tenant shall not seek to enforce any remedy it may
have for any default on the part of Landlord without giving written notice
specifying the default in reasonable detail to any lessor, mortgagee or trustee
whose address has been delivered to Tenant, and affording such lessor, mortgagee
or trustee a reasonable opportunity to perform and/or cure Landlord's default.
Tenant further agrees that any lessor, mortgagee, trustee or purchaser at
foreclosure shall not be liable for any acts of Landlord, shall not be liable
for the Security Deposit if not actually received by any such party, be bound by
any amendment of this Lease to which it did not consent in \\"citing or be
obligated to recognize Tenant's payment of any Rent which is paid to Landlord
more than thirty (30) days in advance of its due date. The above subordination
and attornment clauses shall be self-operative and no further instruments of
subordination or attornment need be required by any mortgagee, trustee, lessor,
purchaser or assignee. In confirmation thereof, Tenant agrees that, upon the
request of Landlord, or any such lessor, mortgagee, trustee, purchaser or
assignee, Tenant shall execute and deliver whatever instruments may be required
for such purposes and to carry out the intent of this Section 13.2.

SECTION 13.3 TENANT'S ESTOPPEL  CERTIFICATE:  Tenant shall, within ten (10) days
of the receipt of a request of Landlord or any  mortgagee of  Landlord,  without
additional consideration, deliver an

<PAGE>

estoppel certificate, consisting of reasonable statements required by Landlord,
any mortgagee or purchaser of I any interest in the Property, which statements
may include but shall not be limited to the following: the commencement date of
this Lease; the amount of any security deposit; that this Lease is in full force
and effect, with rental paid through the current date specified by Tenant and
that Tenant is not in default; that this Lease has not been modified or amended;
that Landlord is not in default and has fully performed all of its obligations
hereunder. If Tenant is unable to make any of the statements contained in the
estoppel certificate because the same is untrue, Tenant shall with specificity
state the reason why such statement is untrue. Tenant shall, if requested by
Landlord or any such mortgagee, deliver to Landlord a fully executed instrument
in form reasonably satisfactory to Landlord evidencing the agreement of Tenant
to the mortgage or other hypothecation by Landlord of the interest of Landlord
hereunder.

                                   ARTICLE 14
                                     DEFAULT

SECTION 14.1 DEFAULTS BY TENANT: The occurrence of any of the events described
in subsections 14.1.1 through 14.1.7 shall constitute a default and breach of
this Lease by Tenant.

         14.1.1 Failure to Pay Rent: Any failure by Tenant to pay Rent or to
make any other payment required to be made by Tenant hereunder when due, no
notice being required for default in payment of Rent.

         14.1.2   Failure to Perform:  Except for failure Covered by subsection
14.1.1 or 14.1.3,  any failure by Tenant to observe and perform any provision of
this Lease to be observed or performed by Tenant where such ~" failure continues
for fifteen  (15) days after  written  notice to Tenant,  provided  that if such
failure cannot be cured within said fifteen (15) day period, Tenant shall not be
in default  hereunder so long as Tenant  commences  curative  action within such
fifteen  (15) day period,  diligently  and  continuously  pursues  the  curative
action, and fully and completely cures the failure within thirty (30) days after
such written notice to Tenant. I

         14.1.3 Continual Failure to Perform: The third failure by Tenant to
perform and observe a particular provision of this Lease to be observed or
performed by Tenant (other than the failure to pay Rent, which in all instances
will be covered by subsection 14.1.1), no notice or cure period being required
or afforded for any such third failure.


         14.1.4 Bankruptcy, Insolvency, Etc: Tenant or any Guarantor of Tenant's
obligations hereunder, cannot meet its obligations as they become due; or is
declared insolvent according to any law; or an assignment of Tenant's or
Guarantor's property is made for the benefit of creditors; or a receiver or
trustee is appointed for Tenant or Guarantor or their respective properties; or
the interest of Tenant or Guarantor under this Lease is levied on under
execution or under other legal process; or any petition is filed by or against
Tenant or Guarantor to declare Tenant or Guarantor bankrupt or to delay, reduce
or modify Tenant's or Guarantor's debts or obligations; or any petition is filed
or other action taken to reorganize or modify Tenant's or Guarantor's capital
structure if either Tenant or Guarantor be a corporation or other entity
(provided that no such levy, execution, legal process or petition filed against
Tenant or Guarantor shall constitute a breach of this Lease if Tenant or
Guarantor shall vigorously contest the same by appropriate proceedings and shall
remove or vacate the same within sixty (60) days from the date of its creation,
service or filing).


         14.1.5 Abandonment: Vacation: The abandonment of the Premises by
Tenant, or the vacating of the Premises by Tenant, which shall be conclusively
presumed if Tenant is absent from the Premises for ten (10) consecutive days or
more or if Tenant shall fail to move into or take possession of the Premises
within ten (10) days after the date on which Rent is to commence under the terms
of this Lease.
         14.1.6 Loss of Right to do Business: If Tenant fails to maintain its
right to do business in the state in which the Property is located or fails to
pay any applicable annual franchise or other applicable taxes or assessments as
and when the same become finally due and payable.


         14.1.7 _Dissolution or Liquidation: Tenant dissolves or liquidates or
otherwise  fails  to  maintain  its  corporate  or  partnership  structure,   as
applicable.

<PAGE>

SECTION 14.2 REMEDIES OF LANDLORD: Upon the occurrence of any default by tenant
specified in Section 14.1, Landlord, at its option, may in addition to all other
rights and remedies provided herein or at law or in equity, exercise one or more
of the remedies set forth in subsections 14.2.1, 14.2.2 or 14.2.3.

         14.2.1 Termination of the Lease: Upon the occurrence of a default
hereunder, Landlord may terminate this Lease and Tenant's right of possession of
the Premises by giving written notice thereof to Tenant (whereupon all
obligations and liabilities of Landlord hereunder shall terminate) and, without
further notice and without liability, repossess the Premises. Landlord shall be
entitled to recover all loss and damage Landlord may suffer by reason of such
termination, whether through inability to relet the Premises on satisfactory
terms or otherwise, including without limitation, the following (without
duplication of any element of damages):

         (a) accrued Rent to the date of termination and Late Charges, plus
interest thereon at the rate established under Section 16.9 from the date due
through the date paid or date of any judgment or award by any court of competent
jurisdiction, the unamortized cost of Tenant's Improvements, brokers' fees and
commissions, attorneys' fees, moving allowances, and any other costs incurred by
Landlord in connection with making or executing this Lease, the cost of
recovering the Premises and the costs of reletting the Premises (including
without limitation advertising costs, brokerage fees, leasing commissions,
reasonable attorneys' fees, and refurbishing costs and other costs in readying
the Premises for a new tenant); and

         (b) the present value of the Rent (discounted at a rate of interest
equal to six percent (6%) per annum (the "Discount Rate")) that would have
accrued under this Lease for the balance of the Lease term but for such
termination, reduced by the reasonable fair market rental value of the Premises
for such balance of the Lease term (determined from the present value of the
actual base rents, discounted at the Discount Rate, received and to be received
from Landlord's reletting of the Premises or, if the Premises are not relet, the
base rents, discounted at the Discount Rate, that would be received from a
comparable lease and comparable tenant for a comparable term and taking into
account among other things, the condition of the Premises, market conditions and
the period of time the Premises may reasonably remain vacant before Landlord is
able to re-lease the same to a suitable replacement tenant, it being agreed that
Landlord shall have no obligation to relet or attempt to relet the Premises);
and

         (c) any other costs or amounts necessary to compensate Landlord for its
             damages.

         14.2.2 Repossession and Re-Entry: Upon the occurrence of a default
hereunder, Landlord may, without judicial process, immediately terminate
Tenant's right of possession of the Premises (whereupon all obligations and
liability of Landlord hereunder shall terminate), but not terminate this Lease,
and, without notice, demand or liability, enter upon the Premises or any part
thereof, take absolute possession of the same, expel or remove Tenant and any
other person or entity who may be occupying the Premises and change the locks
and other security systems. If Landlord terminates Tenant's possession of the
Premises under this subsection 14.2.2, (i) Landlord shall have no obligation
whatsoever to tender to Tenant a key or other form of access for the new locks
and other security systems installed in the Premises, (ii) Tenant shall have no
further right to possession of the Premises, and (iii) Landlord shall have no
obligation whatsoever to relet or attempt to relet the Premises. Landlord may,
however, at its sole option relet the Premises or any part thereof for such
terms and such rents as Landlord may in its sole discretion elect. If Landlord
elects to relet the Premises, rent received by Landlord from such reletting
shall be applied first, to the payment of any indebtedness other than Rent due
hereunder from Tenant to Landlord (in such order as Landlord shall designate),
second, to the payment of any cost of such reletting, including, without
limitation, refurbishing costs, reasonable attorneys' fees, advertising costs,
brokerage fees and leasing commissions, and third, to the payment of Rent due
and unpaid hereunder (in such order a Landlord shall designate), and Tenant
shall satisfy and pay to Landlord any deficiency upon demand therefore from time
to time. Landlord shall not be responsible or liable for any failure to relet
the Premises or any part thereof or for any failure to collect any rent due upon
any such reletting. No such re-entry or taking of possession of the Premises by
Landlord shall be construed as an election on Landlord's part to terminate this
Lease unless a written notice of such termination is given to Tenant pursuant to
subsection 14.2.1. If Landlord relets the Premises, either before or after the
termination of this Lease, all such rentals received from such lease shall be
and remain the exclusive property of Landlord,
<PAGE>

 and Tenant shall not be, at any time, entitled to recover any such rental.
Landlord may at any time after a reletting elect to terminate this Lease. To the
maximum extent permitted by applicable laws, Landlord is under no obligation to
mitigate its damages by reletting the Premises, and Tenant hereby waives any
requirement of Landlord to mitigate its damages by reletting the Premises. In
the event Landlord is required, by Law, to mitigate its damages, Tenant agrees
and acknowledges that the following actions of the Landlord constitute
"objectively reasonable efforts:"


         (a) within forty-five (45) days after Tenant no longer occupies the
Premises, placing a "For Lease" sign at the Premises; placing the Premises on
Landlord's inventory of available space, if any; making Landlord's inventory
available to area brokers; advertising the Premises for lease in a suitable
trade journal; and Showing the Premises to prospective tenants who request to
see it.

         14.2.3: Cure of Default: Landlord may enter upon the Premises, without
having any liability therefore, and do whatever Tenant is obligated to do under
the terms of this Lease and Tenant agrees to reimburse Landlord on demand for
any expenses which Landlord may incur in effecting compliance with Tenant's
obligations under this Lease and Tenant further agrees that Landlord shall not
be liable for any damages resulting to Tenant from such action, WHETHER CAUSED
BY THE NEGLIGENCE OF LANDLORD OR OTHERWISE.



         14.2.4 Continuing Obligations: No repossession of or re-entering upon
the Premises or any part thereof pursuant to subsection 14.2.2 or 14.2.3 of this
Section or otherwise and no reletting of the Premises or any part thereof
pursuant to subsection 14.2.2 shall relieve Tenant or any Guarantor of its
liabilities and obligations hereunder, all of which shall survive such
repossession or re-entering. In the event of any such repossession of or
re-entering upon the Premises or any part thereof by reason of the occurrence of
a default, Tenant will continue to pay to Landlord Rent required to be paid by
Tenant.


         14.2.5 Cumulative Remedies: No right or remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other right or remedy,
and each and every right and remedy shall be cumulative and in addition to any
other right or remedy given hereunder or now or hereafter existing at law or in
equity or by statute. In addition to the other remedies provided in this Lease,
Landlord shall be entitled, to the extent permitted by applicable law, to
injunctive relief in case of the violation, or attempted or threatened
violation, of any of the covenants, agreements conditions or provisions of this
Lease, or to a decree compelling performance of any of the covenants,
agreements, conditions or provisions of this Lease, or to any other remedy
allowed to Landlord at law or in equity.


SECTION 14.3 DEFAULTS BY LANDLORD: Landlord shall be in default under this Lease
if Landlord .fails to perform any of its obligations hereunder and said failure
continues for a period of thirty (30) days after Tenant delivers written notice
thereof to Landlord (to each of the addresses required by this Section) and each
mortgagee who has a lien against any portion of the Property and whose name and
address has been provided to Tenant, provided that if such failure cannot
reasonably be cured within said thirty (30) day period, Landlord shall not be in
default hereunder if the curative action is commenced within said thirty (30)
day period and is thereafter diligently pursued until cured. In no event shall
(i) Tenant claim a constructive or actual eviction or that the Premises have
become unsuitable hereunder or (ii) a constructive or actual eviction or breach
of the implied warranty of suitability be deemed to have occurred under this
Lease, prior to the expiration of the notice and cure periods provided under
this Section 14.3. Any notice of a failure to perform by Landlord shall be sent
to Landlord at the addresses and to the attention of the parties set forth in
Item 14 of Article 1. Any notice of a failure to perform by Landlord not sent to
Landlord at all addresses and/or to the attention of all parties required under
this Section and to each mortgagee who is entitled to notice or not sent in
compliance with Article 15 shall be of no force or effect.

SECTION 14.4      LANDLORD'S LIABILITY:


         14.4.1 Limitations of Recourse: Tenant is granted no contractual right
of termination by this Lease, except to the extent and only to the extent set
forth in Sections 8.1 and 9.2, or in any Rider which may be attached hereto. If
Tenant shall recover a money judgment against Landlord, such judgment shall be
satisfied only out of the right, title and interest of Landlord in the Property
as the same may then be encumbered and Landlord, its trust managers, partners,
officers, employees and shareholders shall not be liable for any
<PAGE>


deficiency or other property of Landlord be levied for execution. In no event
shall Landlord be liable to Tenant for consequential or special damages by
reason of a failure to perform (or a default) by Landlord hereunder or
otherwise.

         14.4.2 Limitations on Landlord's Liability: Unless covered by Section
8.5.2, Landlord shall not be liable to Tenant for any claims, actions, demands,
costs, expenses or damage or liability of any kind arising from (i) the use,
occupancy or enjoyment of the Premises by Tenant or any person therein or
holding under Tenant or by or through the acts or omissions of any of their
respective employees, officers, agents, invitees, or contractors; (ii) fire,
explosion, falling sheetrock, gas, electricity, water, rain, or snow, or
dampness or leaks in any part of the Premises, (iii) the pipes, appliances or
plumbing works or from heating, ventilation or air conditioning equipment, the
roof, street, or subsurface, or (iv) tenants or any persons either in the
Premises or elsewhere in the Building (other than Common Areas), or by occupants
of Property adjacent to the Building or Common Areas, or by the public or by the
construction of any private, public, or quasi-public work. In no event shall
Landlord be liable to Tenant for any loss of or damage to property of Tenant or
of others located in the Premises or the Building by reason of theft or
burglary.


                                     ARTICLE
                                       15
                                     NOTICES

Any notice required or permitted in this Lease shall be given in writing, sent
by (a) personal delivery, or (b) Federal Express or similar overnight carrier
with proof of delivery, or (c) United States mail, postage prepaid, addressed as
provided in Item 14 of Article 1 and Section 14.3 hereof, or to such other
address or to the attention of such other person as shall be designated from
time to time in writing by the applicable party and sent in accordance herewith.
Notice also may be given by telex or fax, provided each transmission is
confirmed (and such confirmation is supported by documented evidence) as
received and further provided a telex or fax number, as the case may be, is set
forth in Item 14 of Article I. Any such notice or communication shall be deemed
to have been given either at the time of receipt of personal delivery or, in the
case of overnight courier service or mail, as of the date of first attempted
delivery at the address and in the manner provided herein, or in the case of
telegram or telex or fax, upon receipt.


                                     ARTICLE
                                       16
                            MISCELLANEOUS PROVISIONS

SECTION 16.1 BUILDING NAME AND ADDRESS: Tenant shall not, without the prior
written consent of Landlord, use the name of the Building for any purpose other
than as the address of the business to be conducted by Tenant in the Premises,
and in no event shall Tenant acquire any rights in or to such names. Landlord
shall have the right at any time to change the name, number, address, or
designation by which the Building is known.

SECTION 16.2 SIGNAGE: Tenant shall not without the prior written consent of
Landlord, which will not be unreasonably withheld, erect, inscribe, paint, affix
or display anything or other insignia upon any part of the Property or any
portion of the Premises. Without in any way limiting the foregoing, any signs
erected by Tenant shall conform to all laws, ordinances, statutes, rules,
regulations or other governmental or quasi-governmental or restrictive covenant
requirements and standard signage criteria that Landlord has prescribed for the
Property. Once approved by Landlord and erected by Tenant, Tenant shall keep and
maintain such signs in good repair and remove the same and restore the Premises
(and/or Property) prior to the Expiration Date (as set forth in Item 5 of
Article I) to their original condition.

SECTION 16.3 NO WAIVER: No waiver by Landlord or by Tenant of any provision of
this Lease shall be deemed to be a waiver by either party of any other provision
of this Lease. No waiver by Landlord or Tenant of any breach by the other shall
be deemed a waiver of any subsequent breach by such party of the same or any
other provision. The failure of Landlord or Tenant to insist at any time upon
the strict performance of any covenant or agreement or to exercise any option,
right, power or remedy contained in this Lease shall not be construed as a
waiver or a relinquishment thereof for the future. Landlord's or Tenant's
consent to or approval of any act by the other party requiring the other party's
consent or approval shall not be

<PAGE>

deemed to render unnecessary the obtaining consent to or approval of any
subsequent act of the other party. No act or thing done by Landlord or
Landlord's agents during the term of this Lease shall be deemed an acceptance of
a surrender of the Premises, unless done in writing signed by Landlord. The
delivery of the keys or access cards to any employee or agent of Landlord shall
not operate as a termination of this Lease or a surrender of the Premises. The
acceptance of any Rent by Landlord following a breach of this Lease by Tenant
shall not constitute a waiver by Landlord of such breach or any other breach. No
waiver by Landlord or Tenant of any provision of this Lease shall be deemed to
have been made unless such waiver is expressly stated in writing signed by the
waiving party. No payment by Tenant or receipt by Landlord of a lesser amount
than the monthly installment of Rent due under this Lease shall be deemed to be
other than on account of the earliest Rent due hereunder, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as Rent be deemed an accord and satisfaction and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such Rent or pursue any other remedy which may be available to
Landlord.

SECTION 16.4 APPLICABLE LAW: This Lease shall be governed by and construed in
accordance with the laws of the state where the Property is located.
Furthermore, this Lease shall not be construed against either party more or less
favorably by reason of authorship or origin of language.

SECTION 16.5 SUCCESSORS AND ASSIGNS: Subject to Article 12 hereof, all of the
covenants, conditions and provisions of this Lease shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
personal representative, successors and assigns.

SECTION 16.6 BROKERS: Tenant warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Lease,
excepting only the broker named in Item 11 of Article I, and that it knows of no
other real estate brokers or agents who are or might be entitled to a commission
in connection with this Lease. TENANT AGREES TO INDEMNIFY AND HOLD HARMLESS
LANDLORD FROM AND AGAINST ANY LIABILITY OR CLAIM, WHETHER MERITORIOUS OR NOT,
ARISING IN RESPECT TO BROKERS AND/OR AGENTS NOT SO NAMED. Landlord has agreed to
pay the fees of the brokers (but only the brokers} named in Items 10 and 11 of
Article 1 to the extent that Landlord has agreed to do so pursuant to a written
agreement with such brokers.

SECTION 16.7 SEVERABILITY: If any provision of this Lease or the application
thereof to any person or circumstances shall be invalid or unenforceable to any
extent, the application of such provisions to other persons or circumstances and
the remainder of this Lease shall not be affected thereby and shall be enforced
to the greatest extent permitted by law.

SECTION 16.8 EXAMINATION OF LEASE: Submission by Landlord of this instrument to
Tenant for examination or signature does not constitute a reservation of or
option for lease. This Lease will be effective as a lease or otherwise only upon
execution by and delivery to both Landlord and Tenant.

SECTION 16.9 INTEREST ON TENANT'S OBLIGATIONS: In addition to the late charges
specified in Section 3.4, any amount due from Tenant to Landlord which is not
paid on or before the date due shall bear interest at the lower of (i} eighteen
percent (18%} per annum or (ii} the highest rate from time to time allowed by
applicable law, from the date such payment is due until paid, but the payment of
such interest shall not excuse or cure the default.

SECTION 16.10 TIME: Time is of the essence in this Lease and in each and all of
the provisions hereof. Whenever a period of days is specified in this Lease,
such period shall refer to calendar days unless otherwise expressly stated in
this Lease.

SECTION 16.11 DEFINED TERMS AND MARGINAL HEADINGS: The words Landlord and Tenant
as used herein shall include the plural as well as singular. If more than one
person is named as Tenant, the obligations of such persons are joint and
several. The headings and titles to the articles, sections and subsections of
this Lease are not apart of this Lease and shall have no effect upon the
construction or interpretation of any part of this Lease.

<PAGE>

SECTION 16.12 AUTHORITY OF TENANT: Tenant and each person signing this Lease on
behalf of Tenant represents to Landlord as follows: Tenant and its general
partners and managing members, if applicable, are each duly organized and
legally existing under the laws of the state of its incorporation and is duly
qualified to do business in the state where the Property is located. Tenant and
its general partners and managing members, if applicable, each has all requisite
power and all governmental certificates of authority, licenses, permits,
qualifications and other documentation to lease the Premises and to carry on its
business as now conducted and as contemplated to be conducted. Each person
signing on behalf of Tenant is authorized to do so.

SECTION 16.13 FORCE MAJEURE: Whenever a period of time is hereby prescribed for
action to be taken by Landlord or Tenant, the party taking the action shall not
be liable or responsible for, and there shall be excluded from the computation
of any such period of time, any delays due to strikes, riots, acts of God,
shortages of labor or materials, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever which are beyond the
reasonable control of such party; provided, however, in no event shall the
foregoing apply to the financial obligations of either Landlord or Tenant to the
other under this Lease, including Tenant's obligation to pay Base Monthly Rent,
Additional Rent or any other amount payable to Landlord hereunder.

SECTION 16.14 RECORDING: This Lease shall not be recorded. However, Landlord
shall have the right to record a short form or memorandum hereof, at Landlord's
expense, at any time during the terms hereof, and, if requested, Tenant agrees
(without charge of Landlord) to join in the execution thereof.

SECTION 16.15 NO REPRESENTATIONS: LANDLORD AND LANDLORD'S AGENTS HAVE MADE NO
WARRANTIES, REPRESENTATIONS OR PROMISES (EXCEPT OR IMPLIED) WITH RESPECT TO THE
PREMISES, THE BUILDING OR ANY OTHER PART OF THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, THE CONDITION, USE OR SUITABILITY OF THE PREMISES, THE BUILDING OR
THE PROPERTY), EXCEPT AS HEREIN EXPRESSLY SET FORTH AND NO RIGHTS, EASEMENTS OR
LICENSES ARE ACQUIRED BY TENANT BY IMPLICATION OR OTHERWISE EXCEPT AS EXPRESSLY
SET FORTH IN THE PROVISIONS OF THIS LEASE.

SECTION 16.16 PARKING: The parking areas and any parking structures shall be
designated for automobile parking on a non-exclusive basis for all Property
tenants (including Tenant) and their respective employees, customers, invitees
and visitors. Parking and delivery areas for all vehicles shall be in accordance
with parking regulations established from time to time by Landlord with which
Tenant agrees to conform. Tenant shall only permit parking by its employees,
customers and agents of appropriate vehicles in appropriate designated parking
areas.

SECTION 16.17 ATTORNEYS' FEES: In the event of any legal action or proceeding
brought by either party against the other arising out of this Lease, the
prevailing party shall be entitled to recover reasonable attorneys' fees and
costs incurred in such action (including, without limitation, all costs of
appeal) and such amount shall be included in any judgment rendered in such
proceeding,

SECTION 16.18 NO LIGHT, AIR OR VIEW EASEMENT: Any diminution or shutting off of
light, air or view by any structure which may be erected on the Property or
lands adjacent to the Property shall in no way affect this Lease or impose any
liability on Landlord (even if Landlord is the adjacent land owner).

SECTION 16.19 SURVIVAL OF INDEMNITIES: Each indemnity agreement and hold
harmless agreement contained herein shall survive the expiration or termination
of the Lease.

SECTION 16.20 TENANT HEREBY WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE
PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE
CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER
CONSULTATION WITH AN ATTORNEY/LEGAL COUNSEL OF TENANT'S OWN SELECTION, TENANT
VOLUNTARILY CONSENTS TO THIS WAIVER.

<PAGE>


TENANT COVENANTS, REPRESENTS AND WARRANTS THAT TENANT'S ATTORNEY/LEGAL COUNSEL W
AS NOT DIRECTLY OR INDIRECTLY IDENTIFIED, SUGGESTED, OR SELECTED BY LANDLORD OR
AN AGENT OF LANDLORD.

SECTION 16.21 TENANT AND LANDLORD EACH: (1) AGREE NOT TO ELECT A TRIAL BY JURY
WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP
BETWEEN THE PARTIES AS TENANT AND LANDLORD THAT IS TRIABLE OF RIGHT BY A JURY;
AND (2) WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE
EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO
TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH
THE BENEFIT OF COMPETENT LEGAL COUNSEL.

SECTION 16.22 WITH RESPECT TO THE BUILDING OR ANY PORTION THEREOF, TENANT HEREBY
WAIVES ALL RIGHTS UNDER SECTIONS 41.413 AND 42.015 OF THE TEXAS TAX CODE OR ANY
SIMILAR OR CORRESPONDING LAW: (1) TO PROTEST A DETERMINATION OF APPRAISED VALUE
OR TO APPEAL AN ORDER DETERMINING A PROTEST; AND (2) TO RECEIVE NOTICES OF
REAPPRAISALS.

SECTION 16.23 ENTIRE AGREEMENT: This Lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease,
and no prior agreement, understanding or representation pertaining to any such
matter shall be effective for any purpose. No provision of this Lease may be
amended or added to except by an agreement in writing signed by the parties
hereto or their respective successors in interest.

SECTION 16.24 [Intentionally omitted]

SECTION 16.25 [Intentionally omitted]

SECTION 16.26 [Intentionally omitted]


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


SECTION  16.27  LEASE  CONTENTS:  This lease  consists of sixteen  Articles  and
Exhibits "A" through .'C", Riders 1, and Addendum 1.

SECTION 16.28: If Tenant requires additional lease space and Landlord has a
large vacancy available, Landlord will work in good faith to accommodate
Tenant's requirements.

SECTION 16.29: Subject to the terms and conditions contained herein, Tenant
shall have a one time right of first offer ("Right of First Offer") to purchase
the property located at and known as 12901 Hutton (the "Property") upon the
following terms and conditions. If at any time during the tern of this Lease,
Landlord shall desire to sell the Property, then Landlord shall provide notice
to Tenant of the proposed sale (the "Offer Notice") and offer the Property for
sale to Tenant (the "Offer"). The Offer Notice shall contain the offer price
(the "Offer Price") and other relevant business terms upon which Landlord is
willing to sell the Property. Tenant shall have five (5) days (the "Offer
Period") from the date of the Offer Notice to deliver a notice (the "Acceptance
Notice") to Landlord accepting the terms of the Offer Notice. If Landlord timely
receives Tenant's Acceptance Notice, then the parties shall enter into an
agreement of sale in form and substance reasonably acceptable to Landlord and
Tenant within five (5) business days after the date of the Acceptance Notice.
Closing for the Property shall occur within sixty (60) days after the date of
the Acceptance Notice. If Tenant shall (i) fail to deliver the Acceptance Notice
to Landlord prior to the expiration of the Offer Period or (ii) deliver a
counteroffer to Landlord or if the parties fail to enter into an agreement of
sale as aforesaid, then the Right of First Offer shall become void and of no
further force or effect and Landlord shall be free to sell the Property to any
third party free and clear, released from and not subject to the Right of First
Offer, provided that the sale price for the Property is equal to or greater than
ninety (90%) percent of the Offer Price. If Landlord intends to sell the
Property for less than ninety (90%) percent of the Offer Price, then it shall
send a new Offer Notice to Tenant and Tenant shall have (a) five (5) business
days to deliver an Acceptance Notice accepting all of the terms of the new
Offer, and (b) an additional five (5) business days after accepting the new
Offer to enter into an agreement of sale reasonably acceptable to Landlord and
Tenant. If either such event in (a) or (b) in the preceding sentence shall fail
to occur, then the Right of First Offer shall become void and of no further
force or effect and Landlord shall be free to sell the Property to any third
party free and clear, released from and not subject to the Right of First Offer.
Tenant acknowledges that its Right of First Offer shall be void and of no
further force or effect if (x) an [Event of Default] shall occur or (y) Tenant
shall sublease any or all of the [Leased Premises] or assign its interest under
this Lease. Upon the occurrence of either such event, Landlord shall be free to
sell the Property to any third party free and clear, released from and not
subject to the Right of First Offer. Notwithstanding anything to the contrary
contained herein, the Right of First Offer shall not apply to any sale of the
Property which is part of a sale of multiple buildings (including the Property
and anyone or more buildings owned by Landlord and/or its affiliates). Landlord
shall be free solicit and complete such a sale of multiple buildings (including
the Property) at any time without any prior notice to Tenant. The parties
acknowledge that time is of the essence of each provision contained in this
Section 16.29.


SECTION 16.30: Landlord shall provide a finish allowance equal to $25,250.00.
Such amount shall be provided assuming Tenant is not in default of the Lease.

<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease as
of the date specified in the introductory paragraph of this Lease.




                                    LANDLORD:

                                    AIP-SWAG OPERATING PARTNERSHIP, L.P.,
                                       a Delaware Limited Partnership

                                    By: AIP- SWAG GP, a Texas Corporation, its
                                        general partner



                                    By: ______________________
                                        Name: Richard E. Brown
                                       Title: Senior Vice President


                                        Date:    July 17th, 2001


                                     TENANT:

                                     Lexxus International, Inc.,
                                      a Delaware Corporation

                                        By:

                                            Name: Mark Woodburn
                                            Title: CFO

                                            Date:     July 11, 2001

<PAGE>


                                    EXHIBIT A
                              SITE PLAN OF PREMISES










                                       A-l


<PAGE>

                                    EXHIBIT B
                        ACCEPTANCE OF PREMISES MEMORANDUM

This Acceptance of Premises Memorandum is being executed pursuant to that
certain Commercial Lease Agreement (the "Lease") dated the _______ day
of__________, 19__ , between AIP-SWAG OPERATING PARTNERSHIP, L.P., a Delaware
Limited Partnership (Landlord"), and Lexxus International, Inc., a Delaware
Corporation ("Tenant"), pursuant to which Landlord leased to Tenant and Tenant
leased from Landlord certain space in the building located at 12901 Hut ton,
Landlord and Tenant hereby agree that:

1. Landlord has fully completed the construction work required under the terms
of the Lease, except for the Punch List Items (as may be shown on the attached
Punch List).

2. The Premises are tenantable, Landlord has no further obligation for
construction (except with respect to Punch List Items), and Tenant acknowledges
that the Building, the Premises and Tenant's Improvements are satisfactory in
all respects, except for the Punch List Items, and are suitable for the
Permitted Use.

3. The Commencement Date of the Lease is the 1st day of August, 2001. If the
date set forth in Item 4 of Article 1 of the Lease is different than the date
set forth in the preceding sentence, then Item 4 of Article 1 of the Lease is
hereby amended to be the Commencement Date set forth in the preceding sentence.
The Base Rent Schedule contained in Item 6 of Article 1 of the Lease is hereby
amended and restated to be and read as follows:

4. The Expiration Date of the Lease is the 30th day of September, 2004. If the
date set forth in Item 5 of Article 1 of the Lease is different than the date
set forth in the preceding sentence, then Item 5 of Article 1 of the Lease is
hereby amended to be the Expiration Date set forth in the preceding sentence.

5. Tenant represents to Landlord that Tenant has obtained a Certificate of
Occupancy covering the Premises, a copy of which is attached hereto as Exhibit
B-1.

6. Tenant acknowledges that it has been given the opportunity to inspect the
Premises and has conducted such inspections and investigations of the Premises
as it deems necessary and appropriate and accepts the Premises in an " AS IS,
WHERE IS" condition, that the buildings and improvements comprising the Premises
are suitable for the purpose for which the Premises are being leased hereby and
that Landlord makes no warranty as the habitability, fitness or suitability of
the Premises for a particular purpose nor as to the absence of any toxic or
otherwise hazardous substances.

7. All capitalized  terms not defined herein shall have the meaning  assigned to
them in the Lease.



Agreed and Executed this 11th day of July, 2001

LANDLORD:                                                    TENANT:

AIP-SWAG OPERATING PARTNERSHIP, L.P.,             Lexxus International, Inc.,
A Delaware Limited Partnership, L.P.,               a Delaware Corporation


By:
Name: Richard E. Brown                            Name: Mark Woodburn
Title: Senior Vice President                      Title: CFO


<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS

(1)  No loud speakers. television, phonograph, radios or other devices shall be
     used in a manner so as to be heard or seen outside the Premises without
     prior consent of Owner.

(2) Tenant shall not use the public or common area in the office complex for
business purposes.

(3)  Tenant shall not place or suffer to be placed displays or decorations in
     front of the Premises or in any common area.

(4)  Tenant and Tenant emp1oyees and agents shall not distribute any handbills
     or other advertising matter in automobiles parked in the parking area, or
     in any other common areas of the Projects.

(5)  No entries or passageways shall be obstructed, nor shall any material of
     any nature be placed in these areas, or such areas be used at any time
     except for the access or egress by Tenant, Tenant's agents, employees or
     invitees.

(6)  No portion of Tenant's area or any other part of Building shall at any time
     be used or occupied as sleeping or lodging quarters.

(7) Owner will be permitted in the public corridors or on corridor doors or
entrances to Tenant's space.

(8)  Owner will not be responsible for lost or stolen personal property from
     Tenant's area or public rooms regardless of whether or not such loss occurs
     when area is locked against entry or not.

(9)  No draperies, shutters, or other window covering shall be installed on
     exterior windows or walls or windows and doors facing public corridors
     without Owner's written approval.

(l0) Tenant will refer all contractors, contractor's representatives and
     installation technicians, rendering any service on or to the leased
     Premises for Tenant, to Owner for Owner's approval and supervision before
     performance of any contractual service. This provision shall apply to all
     work performed in the Building including installation of telephones,
     telegraph equipment, electrical devices and attachments and installation of
     any nature affecting floors, walls, woodwork, trim, windows, ceilings,
     equipment of any other physical portion of the Building.

(l1) Tenant shall not place, install or operate on the leased Premises or in any
     other part of the Building, any engine, stove or machinery, or conduct
     mechanical operations or cook thereon or therein, or place or use in or out
     the leased Premises any explosives, gasoline, kerosene oil, acids,
     caustics, or any inflammable, explosive, or hazardous material without
     written consent of Owner.

(12) The movement of furniture, equipment, merchandise or materials within, into
     our out of the Building shall be restricted to time, method and routing of
     movement as determined by Owner upon request from Tenant and Tenant shall
     assume all liability and risk in such movement. Safes and other heavy
     equipment shall be moved into leased premises only with Owner's written
     consent and placed where directed by Owner. Any damage done to building by
     taking in or removing any safe, or from overloading any floor in any way,
     shall be placed upon the Tenant.

(13) Owner shall provide all locks for doors in each Tenant's premises, at the
     cost of such Tenant, and no additional locks shall be placed on any door in
     Building without written consent of Owner. A reasonable number of keys to
     leased Premises will be furnished by Owner and neither Tenant, its agents,
     or employees, shall have any duplicate keys made. Owner may at all times
     keep a pass key to leased Premises. All keys shall be returned to Owner
     promptly upon termination of this Lease.
<PAGE>


(14) Tenant shall have the non-exclusive use in common with the Owner, other
     tenants, their guests and invitees, of the uncovered automobile surface
     parking areas, subject to reasonable rules and regulations for the use
     thereof as prescribed from time to time by Owner. Owner shall have the
     right to designate parking areas for the use of the Building's Tenant and
     their employees.

(15) AII alterations or miscellaneous job orders shall at all times be directed
     to the Property Manager's office in order that the management may provide
     for the orderly and otherwise proper processing of such work in accordance
     with any covenants of the Lease Agreement applicable thereto.

(16) Corridor doors, when not in use, shall be kept closed.

{17) Tenant shall cooperate with Owner's employees in keeping its leased
     Premises neat and clean.

(18) No birds, fowls, or animals shall be brought into or kept in or about the
     Building.

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

(20) Agents of the Landlord shall at all times be allowed admittance to said
     leased Premises.

(21) No smoking will be allowed in any area of the Building including common
     areas, restrooms, and tenant premises.

(22) Owner may amend or add new rules and regulations.



_______________________
Tenant

<PAGE>

                                   ADDENDUM 1

HV AC Maintenance/Service Contract Requirements. The service contract must
become effective within thirty (30) days of the date of occupancy of the
facility and must be performed on at least a quarterly basis.

Please  be sure  that  your  contractor  includes  the  following  items in your
maintenance contract:
1.       Adjust belt tension;
2.       Lubricate all moving parts, as necessary;
3.       Inspect and adjust all temperature and safety controls;
4.       Check refrigeration systems for leaks and operation;
5.       Check refrigeration system for moisture;
6.       Inspect compressor oil level and crank heaters;
7.       Inspect air filters and replace when necessary;
8.       Check space conditions;
9.       Check condensation drains and drain pans and clean, if necessary;
10.      Inspect and adjust all valves;
11.      Check and adjust dampers;
12.      Run machine through complete cycle.



<PAGE>
                                     RIDER 1

                                 RENEWAL OPTION




1. If, and only if, on the Expiration Date and the date Tenant notifies Landlord
of its intention to renew the term of this Lease (as provided below), (i) Tenant
is not in default under this Lease, (ii) Tenant then occupies and the Premises
consisting of at least all the original Premises, and (iii) this Lease is in
full force and effect, then Tenant, but not any assignee or subtenant of Tenant,
shall have and may exercise an option to renew this Lease for one (1) additional
term of three (3 years (the "Renewal Term") upon the same terms and conditions
contained in this Lease with the exceptions that (x) this Lease shall not be
further available for renewal, and (y) the rental for the Renewal Term shall be
the "Renewal Rental Rate", but in no event will the Base Monthly Rent be less
than the Base Monthly Rent for the last twelve (12) calendar months of the
initial term of the Lease. The Renewal Rental Rate is hereby defined to mean the
then prevailing market rent (including, without limitation, those similar to the
Base Monthly Rent and Additional Rent) for the Building as determined by
Landlord.

2. If Tenant desires to renew this lease, Tenant must notify Landlord in writing
of its intention to renew on or before the date which is at least six (6) months
but no more than nine (9) months prior to the Expiration Date. Landlord shall,
within the next sixty (60) days, notify Tenant in writing of Landlord's
determination of the Renewal Rental Rate and Tenant shall, within the next
twenty (20) days following receipt of Landlord's determination of the Renewal
Rental Rate, notify Landlord in writing of Tenant's acceptance or rejection of
Landlord's determination of the Renewal Rental Rate. If Tenant timely notifies
Landlord of Tenant's acceptance of Landlord's determination of the Renewal
Rental Rate, this Lease shall be extended as provided herein and Landlord and
Tenant shall enter into an amendment to this Lease to reflect the extension of
the term and changes in Rent in accordance with this Rider. If (x) Tenant timely
notifies Landlord in writing of Tenant's rejection of Landlord's determination
of the Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of
Tenant's acceptance or rejection of Landlord's determination of the Renewal
Rental Rate within such twenty (20) day period, this Lease shall end on the
Expiration Date and Landlord shall have no further obligation or liability
hereunder.