EXHIBIT 10.1


                                 LEASE AGREEMENT
                                 BURTON HILLS IV
                                       AND
             MERIDIAN OCCUPATIONAL HEALTHCARE ASSOCIATES, INC, d/b/a
                             CHD MERIDIAN HEALTHCARE


                              - TABLE OF CONTENTS -
<TABLE>
<CAPTION>

                                                                                                           Page No.
<S>                                                                                                            <C>
ARTICLE 1 - LEASE OF PREMISES.....................................................................................1

ARTICLE 2 - TERM AND POSSESSION...................................................................................3

ARTICLE 3 - RENT .................................................................................................5

ARTICLE 4 - SECURITY DEPOSIT......................................................................................9

ARTICLE 5 - OCCUPANCY AND USE.....................................................................................9

ARTICLE 6 - UTILITIES AND OTHER BUILDING SERVICES................................................................11

ARTICLE 7 - REPAIRS, MAINTENANCE, ALTERATIONS, and IMPROVEMENTS AND FIXTURES.....................................14

ARTICLE 8 - FIRE OR OTHER CASUALTY; CASUALTY INSURANCE...........................................................15

ARTICLE 9 - GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE..............................................17

ARTICLE 10 - EMINENT DOMAIN......................................................................................18

ARTICLE 11 - LIENS ..............................................................................................18

ARTICLE 12 - RENTAL, PERSONAL PROPERTY AND OTHER TAXES...........................................................19

ARTICLE 13 - ASSIGNMENT AND SUBLETTING...........................................................................19

ARTICLE 14 - TRANSFERS BY LANDLORD...............................................................................20

ARTICLE 15 - DEFAULTS AND REMEDIES...............................................................................21

ARTICLE 16 - LANDLORD'S RIGHT TO RELOCATE TENANT.................................................................24

ARTICLE 17 - NOTICE AND PLACE OF PAYMENT.........................................................................24

ARTICLE 18 - ENVIRONMENTAL REPRESENTATIONS, COVENANTS AND INDEMNITIES............................................24




<PAGE>

ARTICLE 19 - MISCELLANEOUS GENERAL PROVISIONS....................................................................25



SCHEDULE OF EXHIBITS

EXHIBIT A-1            DESCRIPTION OF LAND..................................................................A-1-1

EXHIBIT A-2            DESCRIPTION OF LEASED PREMISES.......................................................A-2-1

EXHIBIT B              LEASEHOLD IMPROVEMENTS RE LEASED PREMISES..............................................B-1

EXHIBIT C              RULES AND REGULATIONS..................................................................C-1

EXHIBIT D              ESTOPPEL CERTIFICATE...................................................................D-1

EXHIBIT E              COMMENCEMENT DATE AGREEMENT............................................................E-1

EXHIBIT F              WORK LETTER AGREEMENT..................................................................F-1

EXHIBIT G              SPECIAL STIPULATIONS...................................................................G-1

</TABLE>



<PAGE>


                                 LEASE AGREEMENT
                                 BURTON HILLS IV
                                       AND
             MERIDIAN OCCUPATIONAL HEALTHCARE ASSOCIATES, INC. d/b/a
                             CHD MERIDIAN HEALTHCARE


         THIS LEASE  ("Lease"),  made this _____ day of  January,  2002,  by and
between BURTON HILLS IV PARTNERS,  a Tennessee General Partnership  ("Landlord")
and  MERIDIAN  OCCUPATIONAL  HEALTHCARE  ASSOCIATES,  INC.  d/b/a  CHD  MERIDIAN
HEALTHCARE, a Delaware corporation ("Tenant"),

                              W I T N E S S E T H:

ARTICLE 1 - LEASE OF PREMISES

Section  1.01.  Lease of Premises.  Landlord  hereby leases to Tenant and Tenant
hereby  leases  from  Landlord,  subject  to  all of the  terms  and  conditions
hereinafter set forth,  office space in the office building described below that
is commonly known as Burton Hills IV, Nashville, Davidson County, Tennessee (the
"Building"), and which is or shall be situated on the tract of land described in
Exhibit A-1 attached hereto (the "Land"),  for the term  hereinafter  specified.
The space in the Building  hereby leased to Tenant is set forth in Item B of the
Basic Lease  Provisions  and is outlined  on Exhibit  A-2  attached  hereto (the
"Leased  Premises").  Tenant also shall have tile non-exclusive  right in common
with the other  tenants of the  Building  to use the Common  Areas as defined in
Section 19.03 hereof) subject to the terms and conditions hereinafter set forth.

Section 1.02. Basic Lease Provisions.

A.       Building Name:   Burton Hills IV
         Address:         40 Burton Hills Boulevard
                          Nashville, Tennessee  37215

B.       Rentable Area of Leased Premises:  Approximately 25,150 rentable square
         feet in the aggregate (consisting of all of the rentable square footage
         on the  second  (2nd)  floor  of  the  Building  (approximately  25,000
         rentable square feet) and approximately 150 rentable square feet on the
         1st floor of the  Building (to be utilized for the power system for the
         Tenant's data center)).

C.       Building Expense Percentage:  Approximately  18.6296%  (25,150/135,000)
         rentable  square feet,  actual  percentage  subject to  verification of
         rentable  area within the Leased  Premises and the  Building  following
         completion of construction).

D.       Minimum Annual Year 1: $24.00/RSF $603,600 Annually $50,300.00 Monthly.
         Rent:          Year 2: $24.00/RSF $603,600 Annually $50,300.00 Monthly.
                        Year 3: $24.00/RSF $603,600 Annually $50,300.00 Monthly.
                        Year 4: $26.00/RSF $653,900 Annually $54,491.67 Monthly.
                        Year 5: $26.00/RSF $653,900 Annually $54,491,67 Monthly.




<PAGE>

                        Year 6: $27.00/RSF $679,050 Annually $56,587.50 Monthly.
                        Year 7: $27.00/RSF $679,050 Annually $56,587.50 Monthly.

         The dollar amounts of the annual and monthly rental  payments set forth
         above are subject to adjustment  based upon final  determination of the
         Rentable Area of the Leased Premises,  and any changes therein shall be
         set forth in the Commencement Date Agreement attached hereto as Exhibit
         E. See also Exhibit G, Special Stipulations.

E.       Monthly Rental Installments: According to the above schedule.

F.       Term:  Seven  (7)  years  (plus  the  number  of days in the  month the
         Commencement Date occurs if less than a full calendar month).

G.       Target  Commencement Date:  November 1, 2002. However, in the event the
         Leased  Premises are not  available for occupancy by November 15, 2002,
         then file Target Commencement Date shall be January 1, 2003, and Tenant
         shall not be  required  to occupy the Leased  Premises or pay rent with
         respect thereto prior to such date.

H.       Security Deposit:  $36,204.00 is payable as the security deposit, which
         amount shall be due and payable upon  Tenant's  occupancy of the Leased
         Premises,  and which  shall be funded by the  transfer  of the  current
         security  deposit in the same amount presently held by Burton Hills III
         Partnership,  as landlord  under Tenant's  current lease,  to Landlord,
         which  transfer  is  hereby  authorized  and  directed  by  Tenant.  An
         additional sum equal to $50,300.00  shall be payable directly by Tenant
         on the date of the  commencement of Tenant  Improvements for the Leased
         Premises.  Provided that the $36,204 security deposit is transferred by
         Burton  Hills III  Partnership  and  received  by  Landlord as provided
         above,  such  additional  sum shall be applied to the monthly  rent due
         beginning on the  Commencement  Date and continue to be applied to each
         following  monthly rent payment  thereafter due until such sum shall be
         exhausted. See Article 4 for requirements for refund.

I.       Brokers: Grubb/Ellis, Centennial mad Alex S. Palmer & Company.

J.       Permitted Use: General office purposes.

K.       Space Plan Approval Date: March 1, 2002 (See Exhibit B).

L.       Options:  One Five-Year  Extension Option (See Section 2.07);  Right of
         First Refusal: See Special Stipulations-Exhibit G.

M.       Expiration  Date:  The last day of the month that is ninety (90) months
         after the month in which the  Commencement  Date occurs (plus number of
         days, if any, in a partial calendar month), or such earlier date of any
         termination of this Lease.



                                       2
<PAGE>

N.       Address for payments and notices:

         Landlord:         Burton Hills IV Partners
                           c/o Alex S. Palmer & Company
                           Palmer Plaza, Suite 1600
                           1801 West End Avenue
                           Nashville, TN  37203

         Tenant*:          CHD Meridian HealthCare
                           Burton Hills IV Office Building
                           40 Burton Hills Blvd.
                           Suite 200
                           Nashville, TN  37215

         *        Prior to the  Lease  Commencement  Date,  all  notices  to the
                  Tenant shall be sent to the following address:

                           CHD Meridian HealthCare
                           20 Burton Hills Boulevard
                           Suite 200
                           Nashville, TN  37215

O.       Delinquency  Interest Rate: An annual percentage rate of interest equal
         to three percentage points (3%) in excess of the "Prime Rate" from time
         to time  published  in the  Money  Rates  section  of The  Wall  Street
         Journal,  which rate as  published on the last  publication  day in any
         month  shall be deemed  to be the  appropriate  reference  rate for the
         entire next succeeding calendar month;  provided,  however,  that in no
         event shall the Delinquency  Interest Rate exceed the maximum  contract
         rate of  interest  from  time  to  time  allowed  to be  charged  under
         applicable law. Should The Wall Street Journal cease the publication of
         its  Prime  Rate,  the  Lessor  shall  have the  right to  designate  a
         comparable reference rate.

P.       Lease Month:  The calendar month or partial calendar month in which the
         Commencement Date occurs, and each subsequent calendar month during the
         Term.

Q.       Lease Year:  The period  ending on the last day of the  twelfth  (12th)
         month after the month in which the  Commencement  Date occurs,  end the
         successive  annual  period(s),   if  any,  ending  on  each  subsequent
         anniversary of said date.

ARTICLE 2 - TERM AND POSSESSION

Section  2.01.   Term.  The  term of this  Lease  shall  be the  period  of time
specified in Item F of the Basic Lease Provisions and shall commence on: (i) the
date thirty (30) days after the Tenant's  Work  Completion  Date,  as defined in
Section  2.2(a) of the Work Letter  Agreement,  Exhibit F; or (ii) such  earlier
date as Tenant takes  possession or commences use office Leased  Premises and is
obligated  hereunder to commence  payment of Minimum  Annual  Rent.  The date of




                                       3
<PAGE>

commencement as defined above,  hereinafter called the "Commencement  Date," and
the "Expiration Date" shall be confirmed by Tenant as provided in Section 2.03.

Section  2.02.   Construction  of Tenant  Finish  Improvements  and  Possession.
Landlord  agrees  to  perform  and  complete  the  work  on  the  tenant  finish
improvements  in the Leased  Premises  consistent  with the tenant finish of the
space Tenant currently occupies in Burton Hills III Office Building, and as more
particularly  set out in Exhibit  B,  subject to events and delays due to causes
beyond its reasonable control, and shall give written notice of the day on which
its work shall be  completed.  From and after  receipt of said notice or earlier
with the consent of Landlord, Tenant shall have the right and privilege of going
onto the Leased Premises to complete interior decoration work and to prepare the
Leased Premises for its occupancy;  provided,  however,  that its schedule in so
doing shall be communicated to Landlord and the approval of Landlord  secured so
as not to interfere  with other work of Landlord  being  carried on at the time;
and provided  further that Landlord  shall have no  responsibility  or liability
whatsoever  for any loss or damage to any of  Tenant's  leasehold  improvements,
fixtures,  equipment  or any other  materials  installed  or left in the  Leased
Premises prior to the Commencement Date.

Section 2.03.  Tenant's  Acceptance of the Leased  Premises.  Within thirty (30)
days following delivery of possession of the Leased Premises to Tenant as herein
provided,  Tenant  shall  execute  a  Commencement  Date  Agreement  in the form
attached hereto as Exhibit E  acknowledging  (i) the  Commencement  Date and the
Expiration  Date of this  Lease,  and (ii) that Tenant has  accepted  the Leased
Premises for occupancy and that the condition of the Leased Premises,  including
the tenant finish improvements constructed thereon by Landlord and the Building,
was at the time satisfactory and in conformity with the provisions of this Lease
in all  respects,  provided  that any defects,  including  so-called  "punchlist
items",  as to which Tenant shall have given written  notice to Landlord  within
thirty (30) days after such delivery, shall have been corrected. If such defects
and  punchlist  items  have not then been  corrected,  Landlord  shall  promptly
thereafter  correct all such defects and  punchlist  items,  and  promptly  upon
correction  of same,  Tenant shall  execute and deliver such  Commencement  Date
Agreement.  Such  Commencement Date Agreement shall become a part of this Lease.
Notwithstanding  the  foregoing,  if a latent  defect in the Leased  Premises is
discovered within two (2) years following the Commencement Date, and such latent
defect  is the  result of the  original  build-out  of the  Leased  Premises  by
Landlord,  then at  Tenant's  request  Landlord  shall  cause such  defect to be
corrected at Landlord's expense.

Section  2.04.   Surrender  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 Leased  Premises  without  terminating  this Lease,  Tenant  shall
promptly   surrender  the  Leased  Premises  to  Landlord,   together  with  all
alterations,  improvements and other property as provided  elsewhere  herein, in
good order, condition and repair, ordinary wear and tear excepted, failing which
Landlord may restore the Leased Premises to such condition at Tenant's  expense.
Upon such expiration or  termination,  Tenant shall have the right to remove its
personal  property (as described in Article 7). Tenant shall promptly repair any
damage caused by any such removal,  and shall restore the Leased Premises to the
condition  existing prior to the installation of the items so removed,  ordinary
wear and tear excepted.  This provision  shall survive the expiration or earlier
termination of this Lease.




                                       4
<PAGE>

Section  2.05.  Holding  Over.  If Tenant  holds over  after the  expiration  or
earlier  termination  of this Lease with the consent of  Landlord,  Tenant shall
become a tenant  from  month to month at one  hundred  fifty  percent  (150%) of
Tenant's then current rental rate  including any additional  rent for the Leased
Premises  in effect  upon the date of such  expiration  or  earlier  termination
(subject to  adjustment  as provided in Article 3 hereof and prorated on a daily
basis), and otherwise upon the terms, covenants and conditions herein specified,
so far as  applicable.  Acceptance by Landlord of rent after such  expiration or
earlier  termination  shall not  constitute  consent to a holdover  hereunder or
result in a renewal. Notwithstanding the foregoing provision, no holding over by
Tenant shall operate to extend this Lease, and Tenant shall vacate and surrender
the Leased  Premises to Landlord upon Tenants being given thirty (30) days prior
written notice from Landlord to vacate. The foregoing provisions of this Section
2.05 are in  addition to and do not affect  Landlord's  right of re-entry or any
other rights of Landlord hereunder or as otherwise provided by law.

Section 2.06.  Quiet Enjoyment.  So long as Tenant is not in default  hereunder,
Landlord  covenants and agrees that Tenant may peaceably  hold and quietly enjoy
the Leased Premises subject to and upon the terms and conditions of this Lease.

Section 2.07.  Extension Option.  Tenant shall have an option to extend the Term
of the  Lease  for a period  of sixty  (60)  months;  provided  Tenant is not in
default  hereunder  at the time of the  exercise of such  option.  Notice of the
exercise of Tenant's  option to extend  shall be given to Landlord not less than
nine (9) months  prior to the  expiration  of the then  effective  Term  hereof.
Unless otherwise negotiated between Tenant and Landlord, Minimum Annual Rent and
Monthly Rental Installments during any extension of the Term will be at the then
current  market rate,  inclusive of free rent,  tenant  improvement  allowances,
adjustments  of the base year for  purposes  of  determining  tenants'  share of
operating  expenses  .and  other  concession,   then  generally  available,  for
comparable   space  in   comparable   buildings   located   within   the   Green
Hills/Brentwood  market at the time of the  exercise  of the  extension  option.
Adjustments  outlined  in Sections  3.02 and 3.03 of this  Lease,  and all other
terms,  conditions and provisions of this Lease shall continue in full force and
effect and be applicable during any extension.

ARTICLE 3 - RENT

Section 3.01.  Base Rent.  Tenant  shall pay to Landlord as Minimum  Annual Rent
for  the  Leased  Premises  the  sums  specified  in Item D of the  Basic  Lease
Provisions,   payable  in  equal  consecutive  Monthly  Rental  Installments  as
specified in Item E of the Basic Lease Provisions,  in advance,  without notice,
and without  deduction or offset except as expressly  provided for herein, on or
before the first day of each and every  calendar  month  during the term of this
Lease;  provided,  however,  that if the Commencement  Date shall be a day other
than the first day of a  calendar  mouth or the  Expiration  Date shall be a day
other than the last day of a calendar month, the Monthly Rental  Installment for
such first or last fractional  month shall be prorated;  and provided,  further,
that in the event the Lease  Premises are ready for occupancy by Tenant prior to
January 1, 2003,  and Tenant in fact  occupies the Leased  Premises  before such
date,  Tenant shall not be required to commence  payment of Minimum  Annual Rent
(and thus the  Commencement  Date  shall not be deemed to have  occurred)  until
January  1,  2003,  except  in the  event  Tenant  has  been  relieved  from its
obligation to pay rent under its existing lease for office space in Burton Hills




                                       5
<PAGE>

III Office Building prior to such date, in which case the Commencement Date will
be deemed to have  occurred on the first day after the last day with  respect to
which  Tenant was required to pay rent for such office space in Burton Hills III
Office Building.

Section 3.02. Annual Rental Adjustment.

A.   Definition.  For purposes of this Section 3.02,  the following  definitions
     shall apply:

1.   "Annual   Rental   Adjustment"   -  shall  mean  the  amount  of   Tenant's
     Proportionate Share of Operating Expenses for a particular calendar year.

2.   "Operating  Expenses" - shall mean the amount of all of  Landlord's  direct
     costs and  expenses  paid or  incurred in  operating  and  maintaining  the
     Building  (including  the Common Areas (as defined in Section 19.03 hereof)
     and the land  described in Exhibit A-1) for a particular  calendar  year as
     determined by Landlord in accordance  with  generally  accepted  accounting
     principles, consistently applied, including all additional direct costs and
     expenses  of  operation  and  maintenance  of the  Building  that  Landlord
     reasonably  determines that it would have paid or incurred during such year
     if the Building had been fully  occupied,  including by way of illustration
     and  not  limitation:  all  general  real  estate  taxes  and  all  special
     assessments  levied against the Building  (hereinafter  called "real estate
     taxes"),  other than  penalties  for late  payment;  costs and  expenses of
     contesting the validity or amount of real estate taxes; insurance premiums,
     water,  sewer,   electrical  and  other  utility  charges  other  than  any
     separately  billed  electrical and other charges paid by Tenant as provided
     in this Lease;  service and other  charges  incurred in the  operation  and
     maintenance   of  the   elevators   and  the   heating,   ventilation   and
     air-conditioning  system;  cleaning and other janitorial services;  rubbish
     removal;  snow  removal;  tools  and  supplies;   repair  costs;  landscape
     maintenance costs; security services;  license, permit and inspection fees;
     management  fees (not  exceeding 4% of annual  gross rental  income for the
     Building);  wages and directly  related  employee  benefits payable for the
     maintenance  and  operation  of  the  Building;   amortization  of  capital
     improvements in accordance with generally  accepted  accounting  principles
     over their respective useful lives and at an assumed interest rate equal to
     the  greater of the prime rate of Firstar  Bank or its  successor  plus 200
     basis points or the  Landlord's  actual cost of funds,  made more than five
     (5) years following the Commencement Date of this Lease and which produce a
     net  reduction  in  operating  costs;  and in general  all other  costs and
     expenses that would, under generally  accepted  accounting  principles,  be
     regarded as operating and maintenance costs and expenses.  There shall also
     be included in Operating  Expenses the cost (or portion thereof  reasonably
     allocable to the  Building,  amortized  over such period as Landlord  shall
     reasonably determine, together with an assumed interest factor equal to the
     prime rate of SouthTrust  Bank or its successor,  plus two percent (2%) per
     annum, on the unamortized  balance) of any capital improvements made to the
     Building by Landlord  after the date of this Lease that are required  under
     any  governmental law or regulation that was not applicable to the Building
     at the time it was constructed.  Notwithstanding  the foregoing,  Operating
     Expenses  shall not  include  (i) the cost of  alterations  to space in the




                                       6
<PAGE>

     Building leased or to be leased to others; (ii) depreciation,  interest and
     principal  payments  of  mortgages  and other  debt  costs,  if any;  (iii)
     federal,  state and city income,  excess profit, gift, estate,  succession,
     inheritance,  franchise and transfer taxes, and any other taxes relating to
     the  operation of Landlord's  business but not the Building;  (iv) expenses
     for capital  improvements  made to the  Building or Common Areas except any
     capital  improvements  which  results in savings of labor or other costs to
     the extent of the lesser of the cost of such capital improvements amortized
     over its useful life or the annual cost savings resulting from such capital
     improvement;  (v) those expenses incurred in leasing space in the Building;
     and (vi) any cost or expenditure or any portion  thereof for which Landlord
     has been  reimbursed,  whether by insurance  proceeds or otherwise,  except
     reimbursements  or other  payments  from other  tenants of the  Building in
     respect to costs and expenses which are Operating Expenses.

3.   "Building Expense Percentage" - shall mean the percentage specified in Item
     C of the Basic  Lease  Provisions,  rounded to four  decimal  places.  This
     percentage was determined by dividing the Rentable Area of Leased  Premises
     as specified in Item B of the Basic Lease  Provisions by the total rentable
     area in the Building.

     Notwithstanding  the  foregoing,  in the event that any Building  tenant is
     solely and  individually  responsible for payment of one or more components
     of  Operating  Expenses  as they  relate  solely  to such  tenant's  leased
     premises (e.g., such tenant's  electrical service is separately metered and
     billed to such  tenant),  the  Building  Expense  Percentage  of each other
     Building  tenant  (including  Tenant) with respect to such  component(s) of
     Operating  Expenses as they relate to other leased premises in the Building
     shall be increased so as to be a fraction,  the  numerator of which is such
     other tenant's  rentable area of leased  premises,  and the  denominator of
     which is the aggregate  rentable area of leased premises of all tenants not
     solely and  individually  responsible  for payment of such  component(s) as
     they relate to their own leased premises.

4.   "Landlord's Share of Operating  Expenses" - shall be an amount equal to the
     greater of (i) $7.25 per  square  foot of the  Rentable  Area of the Leased
     Premises,  or (ii) an amount  equal to the Base Year Expense Stop times the
     square feet within the  Rentable  Area of Leased  Premises as  specified in
     Item B of the Basic Lease  Provisions.  The Base Year Expense Stop shall be
     an amount equal to the Operating  Expenses (as measured per rentable square
     foot) actually  incurred during the calendar year,  2003,  grossed up to an
     annualized   ninety-five   percent  (95%)  or  greater  occupancy  and  for
     fully-assessed annual taxes.

5.   "Tenant's  Proportionate  Share of Operating Expenses" - shall be an amount
     equal to the  remainder  of (i) the  product of Tenant's  Building  Expense
     Percentage  times the Building  Operating  Expenses,  less (ii)  Landlord's
     Share of Operating  Expenses;  provided,  however,  Tenant's  Proportionate
     Share of Operating Expenses shall not increase at a rate in excess of three
     percent  (3%) per  annum  on a  cumulative  basis,  provided  further  that




                                       7
<PAGE>

     increases in cost of Building electricity, taxes and insurance shall not be
     included in this limitation.

B.   Payment  Obligation.  In addition to the Minimum  Annual Rent  specified in
     this Lease,  Tenant shall pay to Landlord as additional rent for the Leased
     Premises, in each calendar year or partial calendar year during the term of
     this  Lease,  an amount  equal to the  Annual  Rental  Adjustment  for such
     calendar year or partial calendar year.

     1.   Tenant's Annual  Proportionate  Share of Building Operating Expenses -
          The Annual Rental Adjustment shall be estimated  annually by Landlord.
          Tenant shall pay to Landlord each month,  at the same time the Monthly
          Rental  Installment is due, an amount equal to  one-twelfth  (1/12) of
          the estimated Annual Rental Adjustment.

     2.   Increases  in  Estimated  Annual  Rental  Adjustment  - If real estate
          taxes,  the  cost of  utility  or  janitorial  services  or any  other
          Operating  Expenses  increase  during a calendar  year,  Landlord  may
          increase the estimated  Annual Rental  Adjustment  during such year by
          giving Tenant  written notice to that effect,  and  thereafter  Tenant
          shall pay to Landlord,  in each of the remaining  months of such year,
          an amount equal to the amount of such increase in the estimated Annual
          Rental  Adjustment  divided by the number of months  remaining in such
          year;  provided such increase  shall be subject to the maximum  annual
          increase restriction provided for in Section 3.02.A.5 above.

     3.   Adjustment to Actual  Annual Rental  Adjustment - Following the end of
          each calendar year (or partial  calendar year, as appropriate)  during
          the term of this Lease, Landlord shall prepare and deliver to Tenant a
          statement showing Tenant's actual Annual Rental Adjustment during such
          period.  Within thirty (30) days after  receipt of the  aforementioned
          statement,  and  subject  to  Tenant's  right to  verify  set forth in
          Section  3.02.B.4  below,  Tenant shall pay to  Landlord,  or Landlord
          shall  credit  against  the next rent  payment  or  payments  due from
          Tenant,  as the case may be, the difference  between the actual amount
          of Tenant's Annual Rental Adjustment for such period and the estimated
          amount paid by Tenant for such period.  If this Lease shall  commence,
          expire  or be  terminated  on any  date  other  than the last day of a
          calendar year, then the actual amount of Tenant's  Proportionate Share
          of Operating Expenses for such partial calendar year shall be prorated
          on the basis of the  number of days  during the year this Lease was in
          effect in relation to the total number of days in such year.

     4.   Tenant  Verification  - Only upon thirty (30) days  written  notice to
          Landlord,  Tenant or its accountants  shall have the right to inspect,
          at reasonable times and in a reasonable manner, during the ninety (90)
          day period  following  the  delivery of  Landlord's  statement  of the
          actual amount of Tenant's Annual Rental Adjustment, such of Landlord's
          books of account  and  records as  reasonably  pertain to and  contain
          information  concerning such costs and expenses in order to verify the
          amounts thereof.  Promptly following Landlord's receipt of such notice
          from Tenant,  Landlord shall make such books and records available for
          inspection  by Tenant  or its  accountants.  In the  event  Landlord's





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<PAGE>

          computation of Tenant's  Proportionate Share of Operating Expenses was
          overstated by more than 20%,  Landlord shall pay the reasonable  costs
          of Tenant's audit.

Section 3.03.  Contribution for Certain Tenant Finish Improvements. Tenant shall
pay to Landlord all costs of Tenant's  Work for tenant  finish  improvements  in
excess of the Allowance, as provided for in Exhibit B and Exhibit F.

ARTICLE 4 - SECURITY DEPOSIT

As  security  for  the  performance  and  observance  by  Tenant  of  all of its
obligations  under  this  Lease,  Tenant has  deposited  with  Landlord  the sum
specified  in Item H of the Basic Lease  Provisions,  which sum shall be held by
Landlord  as a  security  deposit  during  the  terms of this  Lease.  If Tenant
performs and observes all of the terms,  conditions  and covenants of this Lease
that are required to be performed and observed by it,  Landlord shall return the
security  deposit,  or balance  thereof then held by Landlord,  to Tenant within
sixty (60) days after the  expiration  of this Lease or after Tenant  surrenders
possession of the Leased Premises, whichever is later. In the event of a default
by Tenant in the payment of rent or the  performance or observance of any of the
other terms,  conditions,  or covenants of this Lease, then Landlord may, at its
option and  without  notice,  apply all or any part of the  security  deposit in
payment of such rent or to cure any other such default; and if Landlord does so,
Tenant shall, upon request,  deposit with Landlord the amount so applied so that
Landlord  will have on hand at all times  during the term of this Lease the full
amount of the  security  deposit.  Landlord  shall not be  required  to hold the
security  deposit as a separate  account,  but may commingle it with  Landlord's
other funds.

In the  event  of a sale of the  Building,  Landlord  shall  have  the  right to
transfer the security deposit to its purchaser,  and Landlord shall thereupon be
released  from all  responsibility  for the return of such  deposit;  and Tenant
agrees to look solely to the new purchaser  for the return of such  deposit.  In
the event of an assignment of this Lease by Tenant,  the security  deposit shall
be deemed to be held by Landlord as a deposit made by the assignee, and Landlord
shall  have no  further  responsibility  for the  return of such  deposit to the
assignor.

ARTICLE 5 - OCCUPANCY AND USE

Section 5.01.  Occupancy.  Tenant shall use and occupy the Leased  Premises for
the purposes set forth in Item J of the Basic Lease Provisions and shall not use
the Leased  Premises for any other purpose except with the prior written consent
of Landlord.

Section 5.02. Covenants of Tenant  Regarding Use. In connection with its use of
the Leased Premises, Tenant agrees to do the following:

A.   Tenant shall use the Leased Premises and conduct its business  thereon in a
     safe, careful, reputable and lawful manner.

B.   Tenant shall not use the Leased  Premises for any unlawful  purpose or act;
     shall  not  commit or permit  any waste or damage to the  Leased  Premises;
     shall  comply  with  and obey  all  laws,  regulations  and  orders  of any




                                       9
<PAGE>

     governmental   authority  or  agency,  all  reasonable  directions  of  the
     Landlord,  including the Building Rules and Regulations  attached hereto as
     Exhibit C, as the same may be  modified  from time to time by  Landlord  on
     reasonable notice to Tenant;  shall not do or permit anything to be done in
     or about the Leased  Premises  that will in any way  obstruct or  interfere
     with the rights of other  tenants or occupants of the Building or injure or
     annoy  them.   Landlord   shall  not  be  responsible  to  Tenant  for  the
     nonperformance  by any other  tenant or occupant of the  Building of any of
     the Building Rules and Regulations,  but agrees to take reasonable measures
     to assure such other  tenant's  compliance.  Landlord  shall not materially
     alter Tenant's  obligations  under this Lease through  modifications of the
     Building Rules and Regulations.

C.   Tenant shall not overload  the floors of the Leased  Premises  beyond their
     designed  weight-bearing  capacity,  which  Landlord has  determined  to be
     seventy (70) pounds per square foot live load,  including an allowance  for
     partition  load.  Landlord  reserves the right to direct the positioning of
     all heavy equipment, furniture and fixtures that Tenant desires to place in
     the Leased Premises so as to distribute properly the weight thereof, and to
     require the removal of any  equipment or furniture  that exceeds the weight
     limit specified herein.

D.   Tenant shall not use the Leased  Premises,  or allow the Leased Premises to
     be used,  for any  purpose  or in any  manner  that  would,  in  Landlord's
     opinion, invalidate any policy of insurance now or hereafter carried on the
     Building or increase  the rate of  premiums  payable on any such  insurance
     policy.  Should Tenant fail to comply with this covenant,  Landlord may, at
     its  option,  require  Tenant  to  stop  engaging  in such  activity  or to
     reimburse  Landlord as additional rent for any increase in premiums charged
     during the term of this Lease on the  insurance  carried by Landlord on the
     Leased  Premises  and  attributable  to the use  being  made of the  Leased
     Premises by Tenant.

E.   Tenant   shall  not   inscribe,   paint,   affix  or  display   any  signs,
     advertisements  or  notices  on  the  Building,   except  for  such  tenant
     identification  information as Landlord  permits to be included or shown on
     the directory board in the main lobby and on or adjacent to the access door
     or doors to the Leased Premises.

Section  5.03.   Landlord's  Rights  Regarding  Use.  In  addition to the rights
specified  elsewhere in this Lease,  Landlord  shall have the  following  rights
regarding  the use of the Leased  Premises  or the Common  Areas by Tenant,  its
employees,  agents,  customers  and  invitees,  each of which  may be  exercised
without notice or liability to Tenant:

A.   Landlord  may  install  such  signs,  advertisements  or  notices or tenant
     identification  information on the directory  board or tenant access doors,
     as it shall deem necessary or proper.

B.   Landlord  shall approve or disapprove,  in the  reasonable  exercise of its
     discretion,  prior to installation,  all types of drapes,  shades and other
     window coverings used in the Leased Premises,  and may control all internal
     lighting that may be visible from outside the Leased Premises.



                                       10
<PAGE>

C.   Landlord  shall approve or disapprove,  in the  reasonable  exercise of its
     discretion, all sign painting and lettering used on the Leased Premises and
     the Building, including the suppliers thereof.

D.   Landlord  may  grant to any  person  the  exclusive  right to  conduct  any
     business  or  render  any  service  in the  Building,  provided  that  such
     exclusive  right  shall not  operate to limit  Tenant from using the Leased
     Premises for the use permitted in Item J of the Basic Lease Provisions.

E.   Landlord may control the Common Areas in such manner as it deems  necessary
     or proper,  including by way of illustration and not limitation:  requiring
     all persons  entering or leaving the  Building to identify  themselves  and
     their  business  in the  Building;  excluding  or  expelling  any  peddler,
     solicitor  or loud or unruly  person  from the  Building;  and  closing  or
     limiting access to the Building or any part thereof,  including  entrances,
     corridors, doors and elevators,  during times of emergency repairs or after
     regular business hours.

Section 5.04.  Access to and  Inspection of the Leased  Premises.  Upon not less
than 48 hours prior written notice,  Landlord,  its employees and agents and any
mortgagee of the  Building  shall have the right to enter any part of the Leased
Premises  during  normal  business  hours  for  the  purposes  of  examining  or
inspecting the same, showing the same to prospective  purchasers,  mortgagees or
tenants and making  such  repairs,  alterations  or  improvements  to the Leased
Premises or the Building as Landlord may deem necessary or desirable;  provided,
however,  in the event of an emergency,  as determined in Landlord's  reasonable
judgment,  no prior  notice  shall he required and entry shall not be limited to
normal  business  hours.  In  addition,  during the last ninety (90) days of the
Term, Landlord,  its employees and agents shall have the right to enter any part
of the Leased Premises at reasonable  times and upon  reasonable  notice for the
purposes of showing  the same to  prospective  tenants.  If  representatives  of
Tenant  shall not be  present  to open and  permit  such  entry  into the Leased
Premises  at any time when  such  entry is  necessary  or  permitted  hereunder,
Landlord and its employees and agents may enter the Leased  Premises by means of
a master or pass key or otherwise.  Landlord  shall incur no liability to Tenant
for such  entry,  nor shall such entry  constitute  an  eviction  of Tenant or a
termination of this Lease, or entitle Tenant to any abatement of rent therefor.

ARTICLE 6 - UTILITIES AND OTHER BUILDING SERVICES

Section  6.01.  Services  to be  Provided.  Provided  Tenant is not in  material
default  under this Lease beyond any  applicable  notice and cure period  herein
provided, Landlord shall furnish to Tenant, except as noted below, the following
utilities and other  building  services to the extent  reasonably  necessary for
Tenant's comfortable use and occupancy of the Leased Premises for general office
use:

A.   Heating,  ventilation and  air-conditioning  between the hours of 8:00 a.m.
     and 7:00 p.m.  on Monday  through  Friday  and 8:00  a.m.  to 1:00 p.m.  on
     Saturday of each week except on legal holidays. If Tenant shall require air
     conditioning  (healing and cooling) during any season outside the hours and
     days above specified, Landlord shall furnish the same for the area or areas





                                       11
<PAGE>

     specified  in a written  request of Tenant  delivered to the manager of the
     Building, and for such service,  Tenant shall pay Landlord, upon receipt of
     a bill  therefore,  an amount equal to the rate Landlord,  at that time, is
     charging for service,  such amount shall be equal to  twenty-five  ($25.00)
     per hour for the first year of the Lease  term,  and shall not  increase by
     more than $5.00 per hour, cumulative, for each subsequent year of the term.

B.   Electrical current not to exceed five watts (5) watts per square foot.

C.   Water in the Common Areas for lavatory and drinking purposes.

D.   Automatic elevator service.

E.   Cleaning and janitorial service,  including the supplying and installing of
     paper towels,  toilet tissue and soap in the Common Areas on Monday through
     Friday of each week except legal holidays;  provided, however, Tenant shall
     be responsible for carpet cleaning other than routine vacuuming.

F.   Washing of windows at intervals reasonably established by Landlord.

G.   Replacement of all lamps, bulbs, starters and ballasts in Building standard
     lighting (Landlord's standard tenant finish improvements being described in
     Exhibit  B and  Exhibit  F) as  required  from  time to time as a result of
     normal usage.

H.   Cleaning and  maintenance  of the Common  Areas,  including  the removal of
     rubbish and snow.

I.   Repair and maintenance to the extent specified elsewhere in this Lease.

J.   Exterior  lighting  and  pass-card  access to the building  after  standard
     building hours.

K.   Patrol  service to monitor  the parking lot and  Building  entrances  twice
     nightly.

L.   Non-reserved parking spaces in parking facilities adjacent to the Building,
     such that the total number of parking spaces to be made available to Tenant
     shall be equal to one (1) space for every 333 rentable square feet of space
     within the Leased  Premises,  i.e., a total of 87 parking spaces for Tenant
     if there are 20,000 rentable square feet within the Leased Premises.

M.   Exterior  signage  adequate  to allow the  public to clearly  identify  the
     Building.

Notwithstanding  the  foregoing,  it is understood and agreed that at Landlord's
option, electrical service for the Leased Premises (including but not limited to
the  electrical  power  used  to  operate  the  heating,   ventilation  and  air
conditioning  equipment  serving the Leased Premises) may be separately  metered
for the Leased Premises,  in which event (i) Tenant shall be responsible for the
timely payment of all charges for electric  power  supplied  through such meter,
(ii)  neither  Landlord  nor any other  tenant in the  Building  shall  have any
obligation to pay for all or any part of the charges for electric  power used in
the Leased  Premises  or the  operations  thereof,  and (iii) the only  electric





                                       12
<PAGE>

service charges that will be included by Landlord in the Operating  Expenses for
purposes of Tenant's  Annual  Rental  Adjustment  will be those  relating to the
Common Areas  (including  but not limited to the parking  garage and the foyers,
hallways and corridors of the Building).

Section 6.02.  Additional  Services.  If Tenant  requests any other utilities or
building  services  in addition  to those  identified  above or any of the above
utility  or  building  services  in  frequency,   scope,   quality  or  quantity
substantially  greater  than  those  that  Landlord  reasonably  determines  are
normally  required by other tenants in the Building for general office use, then
Landlord  shall use  reasonable  efforts to attempt to furnish  Tenant with such
additional utilities or building services.  In the event Landlord is able to and
does furnish such additional  utilities or building services,  the costs thereof
shall be  determined  solely by Landlord,  exercising  its  reasonable  business
judgment, and shall be borne by Tenant, who shall reimburse Landlord monthly for
the same as additional  rent at the same time Monthly  Rental  Installments  and
other  additional rent is due. If any lights,  machines or equipment  (including
but not limited to computers) used by Tenant in the Leased  Premises  materially
affect the temperature  otherwise maintained by the Building's  air-conditioning
system or  generate  substantially  more heat in the Leased  Premises  than that
which normally would be generated by the lights and business machines  typically
used by other  tenants  in the  Building  or by  tenants  in  comparable  office
buildings,  then  Landlord  shall have the right to  install  any  machinery  or
equipment that Landlord  reasonably  considers necessary in order to restore the
temperature  balance  between the Leased  Premises and the rest of the building,
including  equipment that modifies the building's  air-conditioning  system. All
costs  expended by Landlord to install any such  machinery and equipment and any
additional costs of operation and maintenance  occasioned thereby shall be borne
by Tenant, who shall reimburse Landlord for the same as provided in this Section
6.02.

Without Landlord's prior written consent, Tenant's use of electric current shall
not exceed the  capacity of the feeders to the  Building or the risers or wiring
installations, nor shall Tenant install or connect any computer, electronic data
processing or other  electrical  equipment that in the aggregate causes Tenant's
electrical  usage  to  exceed  four (4)  watts  per  square  foot.  If  Landlord
determines  that  Tenant's  electrical  usage  exceeds  the  aforesaid  limit or
otherwise exceeds the designed load capacity of the Building's electrical system
or is in any way incompatible therewith,  then Landlord shall have the right, as
a  condition  to  granting  its  consent,  to  make  such  modifications  to the
electrical  system or other  parts of the  building  or Leased  Premises,  or to
require  Tenant to make such  modifications  to the equipment to be installed or
connected,  as  Landlord  considers  to  be  reasonably  necessary  before  such
equipment may be so installed or connected.  The cost of any such  modifications
shall be borne by  Tenant,  who shall  reimburse  Landlord  for the same (or any
portion thereof paid by Landlord) as provided in this Section 6.02.

Section 6.03.  Interruption of Services.  Tenant  understands,  acknowledges and
agrees  that  any  one or more  of the  utilities  or  other  building  services
identified in Section 6.01 may be interrupted  by reason of accident,  emergency
or other causes beyond Landlord's  control, or may be discontinued or diminished
temporarily by Landlord or other persons until certain  repairs,  alterations or
improvements  can be made;  that  Landlord  does not  represent  or warrant  the
uninterrupted  availability of such utilities or building services, and that any
such  interruption  shall not be deemed an eviction or  disturbance  of Tenant's
right  to  possession,  occupancy  and use of the  Leased  Premises  or any part
thereof, or render Landlord liable to Tenant for damages by abatement of rent or





                                       13
<PAGE>

otherwise,  or relieve Tenant from the obligation to perform its covenants under
this Lease;  provided,  however, that any such interruption that lasts for three
(3) or more  consecutive  business  days and  prevents  Tenant  from  conducting
business in the ordinary  course within the Leased  Premises  shall be deemed to
constitute a material  disturbance of Tenant's right to use the Leased Premises,
entitling  Tenant  to an  equitable  abatement  of  rent  until  such  essential
utilities or other building services are restored.

ARTICLE 7 - REPAIRS, MAINTENANCE, ALTERATIONS, and IMPROVEMENTS AND FIXTURES

Section 7.01.  Repair and  Maintenance of Building.  Subject to Section 7.02 and
except for any repairs made  necessary by the  negligence,  misuse or default of
Tenant, its employees,  agents, customers and invitees,  Landlord shall make all
necessary repairs to the exterior walls, exterior doors, windows,  corridors and
other Common Areas of the  Building,  and Landlord  shall keep the Building in a
safe, clean and neat condition and use reasonable  efforts to keep all equipment
used in common with other tenants,  such as elevators,  plumbing,  heating,  air
conditioning  and similar  equipment,  in good  condition and repair.  Except as
provided in Section 6.03 and in Article 8 and Article 10 hereof,  there shall be
no  abatement of rent and no liability of Landlord by reason of any injury to or
interference  with  Tenant's  business  arising  from the making of any repairs,
alterations or  improvements  in or to any portion of the Building or the Leased
Premises  or in or to any  fixtures,  appurtenances  and  equipment  therein  or
thereon.

Section 7.02.  Repair and  Maintenance of Leased  Premises.  Landlord shall keep
and maintain the Leased Premises in good order, condition and repair. Except for
the services specified in Section 6.01(E),  (F) and (G), and except for ordinary
wear and tear and damage  that  Tenant is not  obligated  to repair as  provided
elsewhere in this Lease,  the cost of all repairs and  maintenance to the Leased
Premises  shall be borne by  Tenant,  who shall be  separately  billed and shall
reimburse Landlord for the reasonable cost of same as additional rent.

Section 7.03.  Alterations or Improvements. Tenant may not make, or permit to be
made,  alterations to the Leased  Premises  without the prior written consent of
Landlord,  which  consent  shall not be  unreasonably  withheld or  delayed.  If
Landlord allows Tenant to make any such alterations,  Tenant shall make the same
in  accordance  with all  applicable  laws  and  building  codes,  in a good and
workmanlike  manner  and  in  quality  equal  to or  better  than  the  original
construction of the Building and shall comply with such requirements as Landlord
considers necessary or desirable,  including without limitation  requirements as
to the  manner in which and the times at which  such work  shall be done and the
contractor or  subcontractors  to be selected to perform such work. In addition,
Tenant shall  provide  Landlord  with  evidence of  insurance  coverage for such
alterations and detailed plans and specifications satisfactory to Landlord prior
to construction  of such  improvements.  Upon  completion of such  construction,
Tenant shall provide Landlord with lien waivers from all persons performing work
or supplying  materials for such alterations and such other evidence as Landlord
may require in order to assure  itself that no person is in a position to assert
a claim or lien  against  the Leased  Premises  or the  Building  in  connection
therewith. Tenant shall promptly pay all costs attributable to such alterations.
Tenant shall promptly  repair any damage to the Leased  Premises or the Building
caused by any such alterations.  Any alterations to the Leased Premises,  except





                                       14
<PAGE>

movable office  furniture and equipment and trade fixtures,  shall become a part
of the realty and the property of Landlord and shall not be removed by Tenant.

Section  7.04.  Trade  Fixtures.  Any trade  fixtures  installed  on the  Leased
Premises by Tenant at its own  expense,  such as movable  partitions,  counters,
shelving,  showcases, mirrors and the like, may, and, at the request of Landlord
shall,  be  removed on the  expiration  or earlier  termination  of this  Lease,
provided that Tenant is not then in default,  that Tenant bears the cost of such
removal,  and further that Tenant  repairs at its own expense any and all damage
to the Leased  Premises  resulting from such removal.  If Tenant fails to remove
any such trade  fixtures from the Leased  Premises on the  expiration or earlier
termination of this Lease,  all such trade fixtures shall become the property of
Landlord unless  Landlord elects to require their removal,  in which case Tenant
shall, at its expense,  promptly remove the same and restore the Leased Premises
to their prior condition. This provision shall survive the expiration or earlier
termination of this Lease.

ARTICLE 8 - FIRE OR OTHER CASUALTY; CASUALTY INSURANCE

Section 8.01.  Substantial  Destruction of the Building or the Leased  Premises.
If either the Building or the Leased Premises should be substantially  destroyed
or damaged  (which as used herein  means  destruction  or material  damage to at
least  one-half  (1/2) of the Building or the Leased  Premises) by fire or other
casualty,  then  Landlord  may,  at its option,  terminate  this Lease by giving
written  notice of such  termination to Tenant within thirty (30) days after the
date of such  casualty.  In such event,  rent shall be  apportioned to and shall
cease as of the date of such  casually.  If  Landlord  does  not  exercise  this
option,  then the  Leased  Premises  shall be  reconstructed  and  restored,  at
Landlord's  expense,  to  substantially  the  same  condition  as  prior  to the
casualty; provided however, that with respect to the Leased Premises, Landlord's
obligation  hereunder  shall be  limited  to the  reconstruction  of such of the
tenant finish improvements as were originally required to be made by Landlord in
accordance  with Exhibit B and Exhibit F, and further  provided  that, if Tenant
has made any  additional  improvements  pursuant to Section  7.03,  Tenant shall
reimburse Landlord for the cost of reconstructing the same. In the event of such
reconstruction,  rent  shall  be  abated  from the  date of the  casualty  until
substantial  completion  of the  reconstruction  repairs;  and this Lease  shall
continue  in full force and effect for the balance of the term.  Landlord  shall
use reasonable  diligence in completing such reconstruction  repairs, but in the
event  Landlord  fails to complete the same within one hundred twenty (120) days
from the date of the casualty or such longer period as is  reasonably  necessary
for Landlord to complete the repair using reasonable  diligence,  Tenant may, at
its  option,  terminate  this Lease by giving  Landlord  written  notice of such
termination, whereupon this Lease shall terminate.

Section  8.02.   Partial  Destruction  of the  Leased  Premises.  If the  Leased
Premises  should be damaged  by fire or other  casualty,  but not  substantially
destroyed or damaged to the extent  provided in Section 8.01,  then such damaged
part of the Leased Premises shall be reconstructed  and restored,  at Landlord's
expense,  to  substantially  the same condition as it was prior to the casualty;
provided,  however, that Landlord's obligation hereunder shall be limited to the
reconstruction  of such of the tenant  finish  improvements  as were  originally
required to be made by Landlord in accordance  with Exhibit B and Exhibit F, and
further provided that if Tenant has made any additional improvements pursuant to
Section 7.03, Tenant shall reimburse Landlord for the cost of reconstructing the




                                       15
<PAGE>

same. In such event,  if the damage is expected to prevent  Tenant from carrying
on its normal business  activity in the Leased Premises to a reasonable  extent,
rent shall be abated in the proportion that the approximate  area of the damaged
part  bears  to the  total  area in the  Leased  Premises  from  the date of the
casualty until substantial  completion of the reconstruction  repairs;  and this
Lease  shall  continue  in full force and  effect  for the  balance of the term.
Landlord  shall use  reasonable  diligence  in  completing  such  reconstruction
repairs, but in the event Landlord fails to complete the same within one hundred
twenty  (120) days from the date of the  casualty  or such  longer  period as is
reasonably  necessary  for  Landlord to  complete  the repair  using  reasonable
diligence,  Tenant may, at its option,  terminate this Lease by giving  Landlord
written notice of such termination, whereupon this Lease shall terminate.

Section 8.03.  Casualty  Insurance.  Landlord shall at all times during the term
of this Lease carry a policy of insurance that insures the  replacement  cost of
the Building,  including the Leased Premises,  against loss or damage by fire or
other  casualty  (namely,  the perils  against which  insurance is afforded by a
standard "all-risk" casualty insurance policy); provided, however, that Landlord
shall not be responsible for, and shall not be obligated to insure against,  any
loss of or damage to any personal  property of Tenant or that Tenant may have in
the Building or the Leased  Premises or any trade fixtures  installed by or paid
for by Tenant on the Leased Premises or any additional  improvements that Tenant
may construct on the Leased  Premises,  and Landlord shall not be liable for any
loss or damage to such property,  regardless of cause,  including the negligence
of Landlord and its  employees,  agents,  customers and invitees.  If the tenant
finish  improvements  installed by Landlord or Tenant pursuant to Exhibit B that
are in  excess of the  Building  standard  tenant  finish  improvements,  or any
alterations or improvements  made by Tenant pursuant to Section 7.03,  result in
an  increase  in the  premiums  charged  during  the  term of this  Lease on the
casualty  insurance  carried by Landlord on the Building,  then the cost of such
increase in insurance  premiums  shall be borne by Tenant,  who shall  reimburse
Landlord for the same as additional rent after being separately billed therefor.

Section  8.04.  Waiver of  Subrogation.  Landlord  and Tenant  agree to have all
casualty  insurance that may be carried by either of them endorsed with a clause
providing  that any release  from  liability  of or waiver of claim for recovery
from the other party entered into in writing by the insured  thereunder prior to
any loss or damage  shall not affect the validity of said policy or the right of
the insured to recover thereunder; and providing further that the insurer waives
all rights of subrogation  that such insurer might have against the other party.
Without limiting any release or waiver of liability or recovery contained in any
other section of this Lease, but rather in confirmation and furtherance thereof,
Landlord  waives all claims for  recovery  from  Tenant,  and Tenant  waives all
claims for recovery from Landlord,  the managing agent of the Building and their
respective agents,  partners,  servants and employees, for any loss or damage to
any of its property  caused by a fire or other peril usually covered by a policy
of  insurance of the type  described  in Section  8.03 or 9.02C,  and each party
releases the other from all liability  for damage from those  causes,  including
any subrogation claims of any insurer.  This provision shall apply regardless of
the  negligence  of  either  party and shall  not be  limited  by the  amount of
insurance coverage.

         Notwithstanding  the  foregoing or anything  contained in this Lease to
the contrary, no such release or waiver of claims shall be operative,  nor shall
the  foregoing  endorsements  be required,  in any case where the effect of such
release or waiver is to invalidate insurance coverage or invalidate the right of





                                       16
<PAGE>

the insured to recover thereunder or increase the cost thereof (provided that in
the case of increased cost the other party shall have the right, within ten (10)
days following written notice, to pay such increased cost,  thereby keeping such
release or waiver in full force and effect).

ARTICLE 9 - GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE

Section  9.01.  Tenant's  Responsibility.  Tenant  shall  assume the risk of, be
responsible  for, have the obligation to insure  against and indemnify  Landlord
and hold it  harmless  from any and all  liability  for any loss of or damage or
injury to any person (including death resulting therefrom) or property occurring
in, on or about the Leased Premises, regardless of cause, except for any loss or
damage from fire or  casualty  as  provided in Section  8.03 and except for that
caused  by the  negligence  of  Landlord  and its  employees,  agents,  tenants,
customers and invitees; and, except for such loss or damage caused by Landlord's
negligence or that of its employees,  agents,  tenants,  customers and invitees,
Tenant  hereby  releases  Landlord  from  any and all  liability  for the  same.
Tenant's  obligation to indemnify  Landlord  hereunder shall include the duty to
defend against any claims asserted by reason of such loss,  damage or injury and
to pay  any  adjustments,  settlements,  costs,  fees  and  expenses,  including
attorneys'  fees,  incurred in connection  therewith.  Notwithstanding  anything
herein to the contrary,  Tenant shall bear the risk of any loss or damage to its
property as provided in Section 8.03.

Section  9.02.  Tenant's  Insurance.  Tenant,  in order to enable it to meet its
obligation to insure against the liabilities  specified in this Lease,  shall at
all times  during  the term of this Lease  carry,  at its own  expense,  for the
protection of Tenant and Landlord,  as their  interests may appear,  one or more
policies of general public  liability and property damage  insurance,  issued by
one or more  insurance  companies  acceptable  to Landlord,  with the  following
minimum coverages:

A.   Worker's Compensation - minimum statutory amount.

B.   Comprehensive General Liability     - Not less than $1,000,000 Combined
     Insurance, including Blanket,         Single Limit for both bodily
     Contractual  Liability, Broad         injury and property damage.
     Form Property  Damage,  Personal
     Injury, Completed Operations,
     Products Liability, Fire Damage.


C.   "All  Risk"  Casualty  Coverage,   Vandalism  and  Malicious  Mischief  and
     Sprinkler Leakage  insurance,  for the full cost of replacement of Tenant's
     property.

The  insurance  policy or policies for the  insurance  required in B and C above
shall name Landlord as an additional insured and shall provide that they may not
be canceled on less than thirty  (30) days' prior  written  notice to  Landlord.
Tenant shall furnish  Landlord with  Certificates  of Insurance  evidencing  all
required  coverage.  Should  Tenant  fail to carry such  insurance  and  furnish
Landlord with such  Certificates of Insurance after a request to do so, Landlord
shall have the right to obtain such  insurance and collect the cost thereof from
Tenant as additional rent.




                                       17
<PAGE>

Section 9.03.  Landlord's Responsibility.  Landlord shall assume the risk of, be
responsible  for, have the obligation to insure against and indemnify Tenant and
hold it harmless from, any and all liability for any loss of or damage or injury
to person (including death resulting therefrom) or property (other than Tenant's
property  as  provided  in Section  8.03)  occurring  in, on or about the Common
Areas,  regardless of cause,  except for that caused by the negligence of Tenant
and its  employees,  agents,  subtenants,  customers and invitees;  and Landlord
hereby  releases  Tenant  from any and all  liability  for the same.  Landlord's
obligation  to  indemnify  Tenant  hereunder  shall  include  the duty to defend
against any claims asserted by reason of such loss,  damage or injury and to pay
any judgments, settlements, costs, fees and expenses, including attorneys' fees,
incurred in connection therewith.

ARTICLE 10 - EMINENT DOMAIN

If the whole or any part of the  Leased  Premises  shall be taken for  public or
quasi-public  use by a  governmental  or other  authority  having  the  power of
eminent  domain or shall be conveyed to such  authority  in lieu of such taking,
and if such taking or conveyance  shall cause the  remaining  part of the Leased
Premises to be untenantable and inadequate for use by Tenant for the purpose for
which they were leased, then Tenant may, at its option, terminate this Lease. If
a part of the Leased  Premises shall be taken or conveyed but the remaining part
is, in Tenant's reasonable  judgment,  tenantable and adequate for Tenant's use,
then this Lease shall be  terminated  as to the part taken or conveyed as of the
date Tenant surrenders possession; Landlord shall make such repairs, alterations
and  improvements  as may be  necessary to render the part not taken or conveyed
tenantable;  and the rent  shall be  reduced  in  proportion  to the part of the
Leased Premises so taken or conveyed.  All compensation  awarded for such taking
or conveyance shall be the property of Landlord without any deduction  therefrom
for any  present  or future  estate of  Tenant,  and  Tenant  hereby  assigns to
Landlord all its right, title and interest in and to any such award.

ARTICLE 11 - LIENS

Notwithstanding any provision of this Lease relating to improvements, additions,
alterations,  repairs  and/or  reconstruction  of or  to  the  Leased  Premises,
Landlord and Tenant hereby agree and confirm that (i) Landlord has not consented
and will not consent to the  furnishing  of any labor or materials to the Leased
Premises  that would or may result in any  mechanics'  or  material  man's liens
attaching to the Building or Landlord's  interest in the Leased  Premises,  (ii)
Tenant is not the agent of Landlord for the  purposes of any such  improvements,
additions,  alterations,  repairs  and/or  reconstruction,  and (iii)  except as
expressly  provided herein,  Landlord has retained no control over the manner in
which   any  such   improvements,   additions,   alterations,   repairs   and/or
reconstruction  are or is accomplished,  and has made no agreement to make or be
responsible for any payment to or for the benefit of any person furnishing labor
and/or materials in connection therewith. No such person furnishing labor and/or
materials  to or for the  account of Tenant  shall be entitled to claim any lien
against the Building or the interest of Landlord in the Leased Premises and such
person(s) shall look solely to Tenant and the leasehold interest of Tenant under
this  Lease for  satisfaction  of any such  claims.  If,  because  of any act or
omission  of Tenant or any person  claiming  by,  through or under  Tenant,  any
mechanic's,  material-man's or other lien shall be filed and/or asserted against





                                       18
<PAGE>

the Leased  Premises  or the  Building  or against  other  property  of Landlord
(whether or not such lien is valid or enforceable as such), Tenant shall, at its
own  expense,  cause the same to be  discharged  of record or bonded over within
thirty  (30) days after the date of filing  thereof,  and shall  also  indemnify
Landlord  and  hold  it  harmless  from  any and all  claims,  losses,  damages,
judgments, settlements, costs and expenses, including attorneys' fees, resulting
therefrom or by reason thereof. Landlord may, but shall not be obligated to, pay
the claim  upon  which  such lien is based so as to have such lien  released  of
record;  and,  if  Landlord  does so,  then  Tenant  shall pay to  Landlord,  as
additional rent, upon demand, the amount of such claim, plus all other costs and
expenses  incurred  in  connection  therewith,  plus  interest  thereon  at  the
Delinquency  Interest Rate until paid. This section shall survive the expiration
or earlier termination of this Lease.

ARTICLE 12 - RENTAL, PERSONAL PROPERTY AND OTHER TAXES

Tenant  shall pay before  delinquency  any and all taxes,  assessments,  fees or
charges, including any sales, gross income, rental, business occupation or other
taxes,  levied or  imposed  upon  Tenant's  business  operations  in the  Leased
Premises  and any  personal  property or similar  taxes  levied or imposed  upon
Tenant's trade fixtures,  leasehold  improvements or personal  property  located
within the Leased Premises.  In the event any such taxes,  assessments,  fees or
charges  are  charged  to the  account  of, or are  levied or  imposed  upon the
property of Landlord, Tenant shall reimburse Landlord for the same as additional
rent.  If  any  tenant  finish  improvements,  trade  fixtures,  alterations  or
improvements  or business  machines  and  equipment  located in, on or about the
Leased  Premises,  regardless  of  whether  they  are  installed  or paid for by
Landlord  or Tenant and  whether or not they are affixed to and become a part of
the realty and the  property of Landlord,  are  assessed  for real  property tax
purposes at a valuation  higher than that at which other such  property in other
leased space in the Building is assessed,  then Tenant shall reimburse  Landlord
as  additional  rent  for  the  amount  of  real  property  taxes  shown  on the
appropriate  governmental  official's  records as having  been  levied  upon the
Building  or other  property  of  Landlord  by  reason of such  excess  assessed
valuation.

ARTICLE 13 - ASSIGNMENT AND SUBLETTING

Tenant may not assign  this  Lease or sublet  the  Leased  Premises  or any part
thereof without the prior written  consent of Landlord,  which consent shall not
be unreasonably  withheld;  and any attempted  assignment or subletting  without
such consent  shall be invalid.  At least thirty (30) days prior to the proposed
effective date of such assignment or sublease,  Tenant shall provide  Landlord a
signed  original of the  document.  Tenant  shall also  provide,  at  Landlord's
request, any information on the proposed assignee or subtenant that Landlord may
require to make a  determination  of the  quality of such  proposed  assignee or
subtenant.  In the event of a permitted  assignment or subletting,  Tenant shall
nevertheless at all times remain fully responsible and liable for the payment of
rent and the  performance  and observance of all of Tenant's  other  obligations
under  the  terms,  conditions  and  covenants  of this  Lease  except as may be
otherwise  provided  for  herein.  No  assignment  or  subletting  of the Leased
Premises or any part thereof shall be binding upon Landlord unless such assignee
or subtenant  shall deliver to Landlord an instrument  (in  recordable  form, if
requested)  containing an agreement of assumption of all of Tenant's obligations





                                       19
<PAGE>

under this Lease. Upon the occurrence of a default hereunder, if all or any part
of the Leased Premises are then assigned or sublet, Landlord, in addition to any
other  remedies  provided by this Lease or by law,  may, at its option,  collect
directly  from the  assignee or subtenant  all rent  becoming due to Landlord by
reason of the  assignment  or  subletting.  Any  collection by Landlord from the
assignee or subtenant  shall not be construed to  constitute a waiver or release
of Tenant from the further  performance of its  obligations  under this Lease or
the making of a new lease with such assignee or subtenant.  If Tenant shall make
any assignment or sublease,  with Landlord's consent,  for a rental in excess of
the rent payable under this Lease (including any applicable escalations),  after
deducting  reasonable  and customary  expenses  incurred by Tenant in connection
therewith and paying to Landlord  reasonable and customary  expenses incurred by
it in  connection  therewith,  Tenant shall retain fifty  percent  (50%) of such
excess and shall pay the remaining fifty percent (50%) to Landlord.

Landlord may, in the reasonable  exercise of its discretion,  refuse to give its
consent to any proposed  assignment or subletting for any reason (other than the
creditworthiness  of the proposed  assignee or  subtenant),  including,  but not
limited to Landlord's determination that its interest in the Lease or the Leased
Premises  would be  adversely  affected by (i) the  business  reputation  of the
proposed assignee or subtenant,  or (ii) the proposed use of the Leased Premises
by, or business of, the proposed  assignee or subtenant.  If Landlord refuses to
give its consent to any proposed assignment or subletting,  Landlord may, at its
option,  within  thirty  (30)  days  after  receiving  notice  of the  proposal,
terminate  this  Lease in the case of a proposed  assignment,  or in the case of
proposed  subletting,  terminate  this Lease with  respect to the portion of the
Leased Premises  proposed to be sublet,  by giving Tenant thirty (30) days prior
written  notice  of such  termination,  whereupon  this  Lease (in the case of a
proposed assignment),  or portion of the Lease with respect to the proposed area
to be sublet, shall terminate.

ARTICLE 14 - TRANSFERS BY LANDLORD

Section 14.01.  Sale and  Conveyance of the  Building.  Landlord  shall have the
right to sell and convey the Building at any time during the term of this Lease,
subject  only to the rights of Tenant  hereunder;  and such sale and  conveyance
shall operate to release  Landlord from  liability  hereunder  after the date of
such conveyance as provided in Section 15.04.

Section 14.02.  Subordination. Landlord shall have the right to subordinate this
Lease to any mortgage or deed of trust (herein a "mortgage")  presently existing
or hereafter placed upon the Building by so declaring in such mortgage,  and the
recording  of any such  mortgage  shall make it prior and superior to this Lease
regardless  of the date of execution or recording of either  document;  provided
that Landlord  shall cause the holder of such mortgage or trustee to execute and
deliver  to  Tenant  for  its  execution  a  subordination,  nondisturbance  and
attornment  agreement  which  provides,  among other things,  that so long as no
default has occurred and is continuing beyond the period of time allowed for the
remedy  thereof  under the terms of this  Lease,  the holder of the  mortgage or
trustee (i) shall not disturb Tenant's  leasehold  interest or possession of the
Leased Premises in accordance with the terms hereof,  and (ii) waives all rights
or interests  in any trade  fixture of either  Tenant or any of its  subtenants.
Prior to Tenant taking occupancy of the Leased Premises,  Landlord shall deliver
to Tenant a subordination, nondisturbance and attornment agreement in accordance
with the terms of the preceding  sentence with respect to each mortgage or trust





                                       20
<PAGE>

deed then  constituting  a lien  against the Leased  Premises or the Building of
which  the  Leased  Premises  are a part.  Within  ten (10)  days of  Landlord's
delivery  thereof to Tenant,  Tenant  shall  execute  and  deliver to  Landlord,
without cost, a subordination,  nondisturbance and attornment  agreement in such
form as  reasonably  may be deemed  necessary  or  desirable  by Landlord or its
mortgagee to confirm the  subordination  of this Lease.  Within ten (10) days of
Landlord's  written request  therefor,  Tenant also shall deliver to Landlord an
Estoppel  Certificate in the form attached hereto as Exhibit D. Tenant shall, in
the event any  proceedings are brought for the foreclosure of any such mortgage,
attorn to the purchaser upon any such foreclosure,  and recognize such purchaser
as the landlord under this Lease. The form and substance of such  subordination,
nondisturbance  and attornment  agreement shall be subject to Tenant's approval,
not to be unreasonably withheld or delayed.

ARTICLE 15 - DEFAULTS AND REMEDIES

Section  15.01.  Defaults by Tenant.  The  occurrence  of any one or more of the
following events shall be a default under and breach of this Lease by Tenant:

A.   Tenant shall fail to pay any Monthly  Rental  Installment of Minimum Annual
     Rent or the Annual Rental Adjustment or any other amounts due Landlord from
     Tenant as additional  rent or otherwise  within five (5) days after receipt
     of notice from  Landlord  that such  payment is due or past due;  provided,
     however,  that with respect to Monthly Rental Installments,  Landlord shall
     be  required  to give such notice to Tenant only one time during any twelve
     (12) month  period  before  Tenant's  failure to make such  Monthly  Rental
     Installments on a timely basis shall constitute a default hereunder.

B.   Tenant  shall fail to perform or observe any term,  condition,  covenant or
     obligation  required  to be  performed  or  observed by it under this Lease
     (other than those referenced in subsection 15.01(A) hereof) for a period of
     thirty (30) days after notice  thereof from  Landlord;  provided,  however,
     that if the term,  condition,  covenant or  obligation  to be  performed by
     Tenant is of such  nature  that the same  cannot  reasonably  be  performed
     within such thirty (30) day period,  such  default  shall be deemed to have
     been cured if Tenant commences such performance within said thirty (30) day
     period and thereafter  diligently  undertakes to complete the same and does
     so complete the required  action  within a time deemed to be  reasonable by
     Landlord.

C.   [Intentionally omitted.]

D.   A  trustee  or  receiver   shall  be  appointed  to  take   possession   of
     substantially all of Tenant's assets in, on or about the Leased Premises or
     of Tenant's  interest in this Lease (and Tenant does not regain  possession
     within  sixty  (60) days  after  such  appointment);  Tenant  shall make an
     assignment for the benefit of creditors;  or substantially  all of Tenant's
     assets in, on or about the Leased  Premises  or  Tenant's  interest in this
     Lease  shall be  attached or levied  under  execution  (and Tenant does not
     discharge the same within sixty (60) days thereafter).

E.   A petition in bankruptcy,  insolvency, or for reorganization or arrangement
     shall  be filed by or  against  Tenant  pursuant  to any  federal  or state





                                       21
<PAGE>

     statute (and,  with respect to any such  petition  filed against it, Tenant
     fails to secure a stay or  discharge  thereof  within sixty (60) days after
     the filing of the same).

Section  15.02.   Remedies  of  Landlord.  Upon the  occurrence  of any event of
default set forth in Section 15.01, Landlord shall have the following rights and
remedies,  in addition to those  allowed by law, any one or more of which may be
exercised at Landlord's option without further notice to or demand upon Tenant:

A.   Landlord may apply the security deposit and/or re-enter the Leased Premises
     and cure any  default of Tenant,  in which  event  Tenant  shall  reimburse
     Landlord as  additional  rent for any costs and expenses  that Landlord may
     incur to cure such default;  and Landlord shall not be liable to Tenant for
     any loss or damage that Tenant may sustain by reason of  Landlord's  action
     unless caused by reckless or willful misconduct on the part of Landlord.

B.   1.   Landlord may terminate  this Lease as of the date of such default,  in
          which  event:  (i)  neither  Tenant nor any person  claiming  under or
          through  Tenant  shall  thereafter  be entitled to  possession  of the
          Leased Premises, and Tenant shall immediately thereafter surrender the
          Leased  Premises to  Landlord;  (ii)  Landlord may re-enter the Leased
          Premises and  dispossess  Tenant or any other  occupants of the Leased
          Premises by force,  summary proceedings,  ejectment or otherwise,  and
          may remove their effects,  without  prejudice to any other remedy that
          Landlord may have for  possession  or arrearages in rent or other sums
          due  hereunder;  and (iii)  notwithstanding  the  termination  of this
          Lease,  Landlord  may  declare all rent that would have been due under
          this  Lease  for the  balance  of the term to be  immediately  due and
          payable,  whereupon  Tenant  shall  be  obligated  to pay the  same to
          Landlord,  together  with all loss or damage that Landlord may sustain
          by reason of such termination,  less an amount equal to the reasonable
          rental value of the Leased  Premises for the  remainder of the term of
          this Lease  (taking into  account  expenses of  re-letting),  it being
          expressly  understood  and agreed that the  liabilities  and  remedies
          specified in this Subsection (B)(1) of Section 15.02 shall survive the
          termination  of this  Lease and that all  amounts  referred  to herein
          shall be  discounted  to present  value  based on the market rate then
          customarily applicable to such situations; or

     2.   Landlord  may,  without  terminating  this Lease,  re-enter the Leased
          Premises and re-let all or any part of the Leased  Premises for a term
          different from that which otherwise would have constituted the balance
          of the term of this  Lease  and for rent and on terms  and  conditions
          different  from those  contained  herein,  whereupon  Tenant  shall be
          obligated  to pay to Landlord  as  liquidated  damages the  difference
          between  the rent  provided  for herein and that  provided  for in any
          lease covering a subsequent re-letting of the Leased Premises, for the
          period that otherwise  would have  constituted the balance of the term
          of this Lease,  together with all of Landlord's  reasonable  costs and
          expenses for preparing the Leased Premises for  re-letting,  including
          all repairs, tenant finish improvements, brokers' and attorneys' fees,
          and all loss or damage  that  Landlord  may  sustain by reason of such
          re-entry and  re-letting.  Landlord  shall use  reasonable  efforts to





                                       22
<PAGE>

          mitigate its damages by reletting the Leased  Premises on commercially
          reasonable  terms;  provided,  however,  that such  shall not  require
          Landlord to relet the Leased Premises on the same terms and conditions
          as set forth herein.

C.   Landlord may sue for injunctive  relief or to recover  damages for any loss
     resulting from the breach.

D.   In the event that Tenant  fails to pay within ten (10) days of the date due
     and payable any Monthly  Rental  Installment  of Minimum Annual Rent or any
     monthly  installment of the Annual Rental  Adjustment,  Tenant shall pay to
     Landlord,  to the fullest extent permitted by applicable law, a late charge
     of four  percent  (4%) of the amount due and unpaid in order to  compensate
     Landlord  for  the  costs  and  expenses  of  administering,  handling  and
     processing late payments.

E.   In the event Tenant fails to pay within  thirty (30) days after the same is
     due and payable any Monthly Rental  Installment of Minimum Annual Rent, any
     monthly  installment of the Annual Rental  Adjustment,  or any other sum or
     charge required to be paid by Tenant to Landlord,  such unpaid amount shall
     bear  interest  from the due date  thereof  to the date of  payment  at the
     Delinquency Interest Rate until paid.

Section  15.03.  Default  by  Landlord  and  Remedies  of Tenant.  It shall be a
default  under and breach of this Lease by  Landlord if it shall fail to perform
or observe any term, condition,  covenant or obligation required to be performed
or observed by it under this Lease for a period of thirty (30) days after notice
thereof from Tenant; provided, however, mat if the term, condition,  covenant or
obligation  to be  performed  by Landlord is of such nature that the same cannot
reasonably be performed  within such thirty (30) day period,  such default shall
be deemed to have been cured if Landlord  commences such performance within said
thirty (30) day period and  thereafter  diligently  undertakes  to complete  the
same. So long as the Leased Premises remain suitable for Tenant's  proposed use,
Tenant  shall not be  entitled to  terminate  this Lease as a result of any such
default.  However,  in the  event  Landlord  does not cure the  above  described
default in the  applicable  time  period,  then in such event  Tenant may do all
things  necessary to remedy such default and perform the obligations of Landlord
which have not been fully or property performed. Landlord shall reimburse Tenant
promptly for all costs and expenses  reasonably incurred by Tenant in connection
with the foregoing following Landlord's receipt of an itemized invoice therefor.
If  Landlord  fails to make  such  payment  within 60 days of  Tenant's  written
demand,  Tenant may  deduct  said  amount  from  Tenant's  next  Monthly  Rental
Installment then due.

Section  15.04.   Non-Waiver  of Defaults.  The failure or delay by either party
hereto to exercise or enforce at any time any of the rights or remedies or other
provisions  of this Lease shall not be  construed  to be a waiver  thereof,  nor
affect  the  validity  of any part of this  Lease or the right of  either  party
thereafter  to exercise or enforce  each and every such right or remedy or other
provision.  No waiver of any default and/or breach of this Lease shall be deemed
to be a waiver of any other default  and/or  breach.  The receipt by Landlord of
less than the full rent due shall not be construed to be other than a payment on
account  of rent then due,  nor shall any  statement  on  Tenant's  check or any
letter  accompanying  Tenant's check be deemed an accord and  satisfaction,  and
Landlord  may accept such  payment  without  prejudice  to  Landlord's  right to





                                       23
<PAGE>

recover the balance of the rent due or to pursue any other remedies  provided in
this Lease. No act or omission by Landlord or its employees or agents during the
term of [his Lease shall be deemed an  acceptance  of a surrender  of the Leased
Premises,  and no agreement to accept such a surrender  shall be valid unless in
writing and signed by Landlord.

Section  15.05.   Attorneys'  Fees.  In the event either  party  defaults in the
performance  or  observance  of any  of  the  terms,  conditions,  covenants  or
obligations  contained  in  this  Lease  and  the  nondefaulting  party  employs
attorneys  to enforce all or any pan of this  Lease,  collect any rent due or to
become due or recover  possession of the Leased  Premises,  the defaulting party
agrees to reimburse the  nondefaulting  party for the  attorneys'  fees incurred
thereby once a default is  determined to have  occurred,  whether by judgment or
otherwise.

ARTICLE 16 - LANDLORD'S RIGHT TO RELOCATE TENANT

None. Intentionally omitted.

ARTICLE 17 - NOTICE AND PLACE OF PAYMENT

Section 17.01.  Notices. Any notice required or permitted to be given under this
Lease  or by law  shall be  deemed  to have  been  given  if it is  written  and
delivered  by  nationally  recognized  overnight  courier  service  or mailed by
registered or certified mail,  postage  prepaid,  to the party who is to receive
such notice at the address  specified  in Item N of the Basic Lease  Provisions.
When so delivered  or mailed,  the notice shall be deemed to have been given the
day after the delivery to the overnight courier service and three days after the
date  it was  mailed.  The  address  specified  in  Item N of  the  Basic  Lease
Provisions may be changed by giving written notice thereof to the other party.

Section  17.02.  Place of Payment.  All rent and other  payments  required to be
made by Tenant to Landlord shall be delivered or mailed to Landlord's management
agent at the address  specified in Item N of the Basic Lease  Provisions  or any
other address  Landlord may specify from time to time by written notice given to
Tenant.

ARTICLE 18 - ENVIRONMENTAL REPRESENTATIONS, COVENANTS AND INDEMNITIES

A.   Tenant shall comply with all rules, laws, orders,  ordinances,  directions,
     regulations and requirements pertaining to air and water quality. Hazardous
     Materials (as hereinafter defined), waste disposal, air emissions and other
     environmental matters.

B.   Any Hazardous  Materials  brought upon, kept or used in or about the Leased
     Premises by Tenant, its agents, employees, contractors or invitees shall be
     used,  kept and stored in a manner that complies  with all laws  regulating
     such Hazardous  Materials.  No Hazardous  Materials  shall be brought upon,
     kept or  used  in or  about  the  Leased  Premises  unless  such  Hazardous
     Materials are necessary or useful to Tenant's business as specified in Item
     J of the Basic Lease Provisions.




                                       24
<PAGE>

C.   Tenant shall indemnify,  defend and hold Landlord harmless from any and all
     claims, judgments,  damages, penalties, fines, costs, liabilities or losses
     (including, without limitation,  diminution in value of the Leased Premises
     or the Building,  damages for the loss or restriction on use of rentable or
     usable space, damages arising from any adverse impact on marketing of space
     in the Building,  and sums paid in settlement of claims,  attorneys'  fees,
     consultant  fees and expert  fees)  that arise  during or after the term of
     this Lease in connection with  contamination  of the Leased Premises or the
     Building by Hazardous  Materials as a result of Tenant's use or activities,
     or the activities of Tenant's invitees,  employees,  agents or contractors.
     This  indemnification of Landlord by Tenant includes,  without  limitation,
     costs incurred in connection with any  investigation  of site conditions or
     any  clean-up,  remedial,  removal  or  restoration  work  required  by any
     federal,  state or local  governmental  agency  or  political  subdivision.
     Without limiting the foregoing,  if the presence of any Hazardous  Material
     in the Leased Premises or the Building  caused or permitted by Tenant,  its
     invitees,  employees,  agents,  contractors  or  invitees  results  in  any
     contamination of the Leased Premises of the Building, Tenant shall promptly
     take all actions at its sole expense as are  necessary to return the Leased
     Premises  and/or  the  Building  to the  condition  existing  prior  to the
     presence of any such Hazardous Materials; provided that Landlord's approval
     of such  actions  shall  first be  obtained,  which  approval  shall not be
     unreasonably  withheld. The foregoing indemnity and covenants shall survive
     the expiration or earlier termination of this Lease.

D.   As used herein, the term "Hazardous Materials" means any hazardous or toxic
     substances,  materials  or wastes,  including,  but not  limited,  to those
     substances,  materials or wastes listed in the United States  Department of
     Transportation  Hazardous Materials Table (49 CFR 172.101) or designated by
     the United States  Environmental  Protection Agency as hazardous substances
     (40 CFR Part 302) or hazardous waste (40 CFR Part 261), petroleum products,
     asbestos and such other substances, materials and wastes that are or become
     regulated  under  any  applicable  state,   federal  or  local  law,  rule,
     regulation or ordinance.

E.   Landlord  represents and warrants to Tenant that, to the best of Landlord's
     knowledge,  neither  the  Land  nor the  Building  contains  any  Hazardous
     Materials in violation of applicable law.

ARTICLE 19 - MISCELLANEOUS GENERAL PROVISIONS

Section 19.01.  Condition of Premises. Tenant acknowledges that neither Landlord
nor any agent of Landlord has made any  representation  or warranty with respect
to the Leased  Premises or the  Building or with respect to the  suitability  or
condition  of any part of the  Building  for the  conduct of  Tenant's  business
except as provided in this Lease.

Section  19.02.   Insolvency  or  Bankruptcy.  In no event  shall  this Lease be
assigned or  assignable by operation of law, and in no event shall this Lease be
an asset of Tenant in any receivership, bankruptcy, insolvency or reorganization
proceeding.





                                       25
<PAGE>

Section  19.03.  Common  Areas.  The term Common  Areas,  as used in this Lease,
refers to the areas of the Building  and the land  described in Exhibit A-l that
are  designed  for use in  common  by all  tenants  of the  Building  and  their
respective employees,  agents, customers,  invitees and others, and includes, by
way of  illustration  and not  limitation,  entrances  and exits,  hallways  and
stairwells,   elevators,   restrooms,   sidewalks,   driveways,  parking  areas,
landscaped areas and other areas as may be designated by Landlord as part of the
Common Areas of the  Building.  Tenant shall have the  non-exclusive  right,  in
common  with  others,  to  the  use  of  the  Common  Areas,   subject  to  such
nondiscriminatory  rules and  regulations as may be adopted from time to time by
Landlord including those set forth in Section 5.02 and Exhibit C of this Lease.

Section  19.04.  Choice of Law.  This Lease shall be  governed by and  construed
pursuant to the laws of the State of Tennessee.

Section 19.05.   Successors  and Assigns.  Except as otherwise  provided in this
Lease,  all of the covenants,  condition's and provisions of this Lease shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
respective heirs, personal representatives, successors and assigns.

Section 19.06.  Name. Tenant shall not, without the 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 Leased Premises, and in no event shall
Tenant acquire any rights in or to such name.

Section  19.07.   Examination  of  Lease.  Submission  of this  instrument  for
examination  or signature  to Tenant does not  constitute  a  reservation  of or
option  for  lease,  and it is not  effective  as a  lease  or  otherwise  until
execution by and delivery to both Landlord and Tenant.

Section 19.08.  Time.  Time is of the essence of this Lease and each and all of
its provisions.

Section 19.09.  Defined Terms and Headings. The words "Landlord" and "Tenant" as
used herein shall include the plural as well as the  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 and sections of this Lease are
not a part of this  Lease and  shall  have no effect  upon the  construction  or
interpretation of any part hereof.

Section  19.10.  Prior  Agreements;  Amendments  in Writing.  This Lease and the
letter of understanding  executed pursuant to Section 2.03 hereof contain 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 agreed to except by an  agreement  in writing
signed by the parties hereto or their respective successors in interest.

Section  19.11.  Payment of and  Indemnification  for Leasing  Commissions.  The
parties  hereby  acknowledge,  represent  and warrant  that the only real estate
broker or brokers  involved in the  negotiation  and  execution of this Lease is
that (or are those)  named in Item I of the Basic Lease  Provisions  and that no
other broker or person is entitled to any leasing  commission or compensation as
a  result  of  the  negotiation  or  execution  of  this  Lease.  Tenant  hereby





                                       26
<PAGE>

indemnifies  and holds  Landlord  harmless  from any and all  liability  for the
breach of any such  representation  and  warranty  on its part and shall pay any
compensation  to any  other  broker  or  person  who may be deemed or held to be
entitled thereto.

Section 19.12.   Severability  of Invalid  Provisions.  If any provision of this
Lease  shall  be  held  to be  invalid,  void or  unenforceable,  the  remaining
provisions  hereof  shall  not be  affected  or  impaired,  and  such  remaining
provisions shall remain in full force and effect.

Section  19.13.    Estoppel  Certificate.  Tenant  shall,  within  ten(10)  days
following receipt of a written request from Landlord,  execute,  acknowledge and
deliver  to  Landlord  or to any  lender,  purchaser  or  prospective  lender or
purchaser  designated  by  Landlord a written  statement,  in the form  attached
hereto as Exhibit D or in such other form as Landlord  may,  in the  exercise of
its normal business judgment, request, certifying (i) that this Lease is in full
force and effect and  unmodified  (or, if  modified,  stating the nature of such
modification),  (ii) the date to which rent has been paid,  and (iii) that there
are not, to  Tenant's  knowledge,  any  uncured  defaults  (or  specifying  such
defaults if any are claimed).  Any prospective  purchaser or mortgagee of all or
any part of the Building may rely upon any such statement.

Section  19.14.  Services  Performed by Landlord.  Any services that Landlord is
required to furnish  pursuant to the provisions of this Lease may, at Landlord's
option,  be furnished  from lime to time,  in whole or in part,  by employees of
Landlord,  by the  managing  agent  of the  Building,  or by one or  more  third
persons; and Landlord further reserves the right to require Tenant to enter into
agreements with such third persons in form and content  approved by Landlord for
the  furnishing  of such  services;  provided , however,  that in no event shall
Landlord be relieved of its  obligation to furnish such services as provided far
in this Lease.

Section 19.15.  Force  Majeure.  Landlord shall be excused for the period of any
delay  in the  performance  of any  obligation  hereunder  when  such  delay  is
occasioned  by causes  beyond its control,  including,  but not limited to, war,
invasion or hostility; work stoppages, boycotts, slowdowns or strikes; shortages
of  materials,  equipment,  labor or energy;  man-made  or  natural  casualties;
unusual  weather  conditions  or  other  acts  of  God;  acts  or  omissions  of
governmental or political bodies; or civil disturbances or riots.

Section  19.16.    Building  Compliance.  Notwithstanding  any  wording  to  the
contrary.   Landlord  warrants  that  Building  and  Common  Areas  comply  with
Government Rules and Regulations and such ADA requirements in effect at the time
of Lease commencement.

Section 19.17.  Consents.  Whenever  this Lease  provides for the consent of the
Landlord or the  Tenant,  such  consent  shall not be  unreasonably  withheld or
delayed.





                                       27
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this Lease as of
the day and year first above written.

                                    LANDLORD:

                                    BURTON HILL IV PARTNERS


                                    BY: /s/ Alex S. Palmer
                                         Alex S. Palmer,
                                         Managing Partner


                                    TENANT:

                                    MERIDIAN OCCUPATIONAL  HEALTHCARE
                                    ASSOCIATES,  INC. d/b/a CHD
                                    MERIDIAN HEALTHCARE


                                    BY: /s/ Shannon Wolcott

                                    Title: Secretary






                                       28
<PAGE>


STATE OF TENNESSEE
COUNTY OF DAVIDSON

         Personally appeared before me, the undersigned,  a Notary Public in and
for the State and County  aforesaid,  Alex S.  Palmer,  as  Managing  Partner of
BURTON HILLS IV PARTNERS,  the within named  bargainer,  a general  partnership,
with  whom  I am  personally  acquainted  (or  proved  to me  on  the  basis  of
satisfactory  evidence),  and that as such  partner,  he executed the  foregoing
instrument  for the  purposes  therein  contained,  by  signing  the name of the
partnership by himself as such partner.

         WITNESS my hand, at office, this 25th day of January, 2002.

                                    /s/ Anna-Kathryne Iversen
                                    Notary Public



My Commission Expires:

My Commission Expires Mar. 27, 2004




STATE OF TENNESSEE
COUNTY OF Davidson

         Before me, the  undersigned,  a Notary  Public in and for the State and
County aforesaid, personally appeared Shannon Wolcott, with whom I am personally
acquainted  (or proved to me on the basis of  satisfactory  evidence),  and who,
upon oath,  acknowledged  herself to be the  Secretary of MERIDIAN  OCCUPATIONAL
HEALTHCARE  ASSOCIATES,  INC.  d/b/a CHD MERIDIAN  HEALTHCARE,  the within named
bargainer,  a corporation,  and that as such officer,  he executed the foregoing
instrument  for the  purposes  therein  contained,  by  signing  the name of the
corporation by her self as such officer.

         WITNESS my hand, at office, this 25th of  January, 2002

                                    /s/ S. J. Clady
                                    Notary Public



My Commission Expires:

      10/25/03





                                       29
<PAGE>

                                BURTON HILLS III
                        FIRST ADDENDUM TO LEASE AGREEMENT

This First Addendum to Lease Agreement ("First Addendum") entered into as of the
1st day of April 2002, by and between Burton Hills III Partnership,  a Tennessee
general  partnership  and  successor  by  merger to Burton  Hills  III,  Limited
(hereinafter called "Landlord") and CHD Meridian  Healthcare,  Inc., a Tennessee
corporation formerly known as Meridian Occupational Healthcare Associates, Inc.,
(hereinafter called "Tenant").


                                   WITNESSETH

Whereas, the parties hereto did, on the 8th day of July 1996, enter into a Lease
(the "Original  Lease")  whereby  Landlord leased to Tenant a certain portion of
space as therein  described (the "Original Leased Premises") in Burton Hills III
Office  Building,  20  Burton  Hills  Boulevard,   Nashville,   Tennessee,  (the
"Building").



Whereas,  it is the desire of Landlord and Tenant to amend the Lease in order to
revise certain of the terms and conditions of said Lease.

Now, therefore, for and in consideration of the promises and covenants contained
herein, the monetary  considerations  referred to, and other good and sufficient
consideration,  the receipt and  sufficiency of which are  acknowledged  by each
party from the other,  the parties do hereby amend said Lease by adding  thereto
the following provisions, to wit:

1)       Revised  Additional  Lease  Term.  The  effective  date of the  revised
         additional  lease term for the base Premises of 20,688  rentable square
         feet shall begin on May 1st,  2002 and  continue  until June 30th 2002.
         Effective July 1st 2002 the revised leased  Premises is 17,281 rentable
         square  feet  until  November  1st 2002,  however  in the event the new
         leased  premises in Burton Hills IV are not  available for occupancy by
         November 15th 2002,  then term shall  continue  until January lst 2003.
         The Original  Lease and this First  Addendum are sometimes  hereinafter
         collectively  referred to as the "Lease",  and the Original  Lease Term
         and the Additional  Lease Term are sometimes  hereinafter  collectively
         referred to as the "Term".

2)       Revised  Premises.  The  current  occupied  premises  equal  to  20,688
         rentable  square feet.  Effective  July 1st 2002 the premises  shall be
         equal to 14,698 rentable square feet.

3)       Revised Base Rental Payments.  The Flat Base Rental due for the Revised
         Additional Lease Term shall be as follows:

                  $39,622.00  monthly  for the lease term  ending  July 1st 2002
                  $33,096.00 monthly for the lease term ending November 1st 2002
                  or upon exiting the Premises as described above.

Should the Expiration Date be a day other than the last day of a calendar month,
the Monthly Rental Installment for such last fractional month shall be prorated.




                                       30
<PAGE>

4)       Provisions of Addendum  Control.  To the extent the  provisions of this
         Second  Addendum  are  inconsistent  with the Lease,  the terms of this
         Second Addendum shall control.

5)       Authority.  Landlord and Tenant  affirm and covenant  that each has the
         authority  to enter into this  Second  Addendum,  to abide by the terms
         hereof, and that the signatories hereto are authorized  representatives
         of their respective entities empowered by their respective  corporation
         to execute this Second Addendum.

6)       Force and Effect.  Except as expressly amended or modified herein,  all
         other terms,  covenants  and  conditions  of the Lease,  as  previously
         amended and modified, shall remain in full force and effect.

7)       Successors  and Assigns.  The  conditions,  covenants,  and  agreements
         contained  herein  shall be binding  upon the parties  hereto and their
         respective successors and assigns.

In Witness  Whereof,  the parties hereto have executed this Agreement on the day
and year first above written.


LANDLORD:
BURTON HILLS III PARTNERSHIP

BY: ______________________________

TITLE: ___________________________

TENANT:
CHD MERIDIAN HEALTHCARE, INC.

BY:      /s/ Shannon Wolcott

TITLE: Secretary




                                       31
<PAGE>