Palisades Central I
                                                               Richardson, Texas

                                   CRESCENT(R)

                                  OFFICE LEASE

                                     BETWEEN

                     CRESCENT REAL ESTATE FUNDING VIII, L.P.

                                  ("LANDLORD")

                                       AND

                                  PIRANHA, INC.

                                   ("TENANT")


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

1.       BASIC LEASE INFORMATION...............................................1
         -----------------------
2.       LEASE GRANT...........................................................2
         -----------
3.       TERM; ADJUSTMENT OF COMMENCEMENT DATE.................................2
         -------------------------------------
4.       RENT     .............................................................3
         ----
5.       TENANT'S USE OF PREMISES..............................................7
         ------------------------
6.       SECURITY DEPOSIT......................................................7
         ----------------
7.       SERVICES TO BE FURNISHED BY LANDLORD..................................8
         ------------------------------------
8.       USE OF ELECTRICAL SERVICES BY TENANT..................................8
         ------------------------------------
9.       REPAIRS AND ALTERATIONS...............................................9
         -----------------------
10.      ENTRY BY LANDLORD....................................................10
         -----------------
11.      ASSIGNMENT AND SUBLETTING............................................11
         -------------------------
12.      LIENS    ............................................................12
         -----
13.      INDEMNITY AND WAIVER OF CLAIMS.......................................12
         ------------------------------
14.      INSURANCE............................................................13
         ---------
15.      MUTUAL WAIVER OF SUBROGATION.........................................13
         ----------------------------
16.      CASUALTY DAMAGE......................................................14
         ---------------
17.      CONDEMNATION.........................................................14
         ------------
18.      EVENTS OF DEFAULT....................................................15
         -----------------
19.      REMEDIES.............................................................15
         --------
20.      LIMITATION OF LIABILITY..............................................17
         -----------------------
21.      NO WAIVER............................................................17
         ---------
22.      TENANT'S RIGHT TO POSSESSION.........................................17
         ----------------------------
23.      RELOCATION...........................................................18
         ----------
24.      HOLDING OVER.........................................................18
         ------------
25.      SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.....................18
         ------------------------------------------------
26.      ATTORNEYS' FEES......................................................19
         ---------------
27.      NOTICE   ............................................................19
         ------
28.      RESERVED RIGHTS......................................................19
         ---------------
29.      SURRENDER OF PREMISES................................................19
         ---------------------
30.      HAZARDOUS MATERIALS..................................................20
         -------------------
31.      MISCELLANEOUS........................................................21
         -------------

EXHIBITS AND RIDERS

EXHIBIT A-1       OUTLINE AND LOCATION OF PREMISES
EXHIBIT A-2       LEGAL DESCRIPTION OF PROPERTY
EXHIBIT B         RULES AND REGULATIONS
EXHIBIT C         COMMENCEMENT LETTER
EXHIBIT D         WORK LETTER
EXHIBIT E         PARKING AGREEMENT




<PAGE>

                                  OFFICE LEASE

         This  office  lease  (this  "lease")  is  entered  into by and  between
CRESCENT  REAL  ESTATE  FUNDING  VII,  L.P.,  A  Delaware  limited   partnership
("LANDLORD"), and PIRANHA, INC., a(n) _________________ ("TENANT"), and shall be
effective as of the date set forth below  Landlord's  signature (the  "effective
date").

1.       BASIC LEASE INFORMATION.  The key business terms used in this Lease are
defined as follows:

         A.       "BUILDING" shall mean the building commonly known as Palisades
Central I and located at 2425 North Central Expressway, Richardson, Texas.

         B.       "RENTABLE SQUARE FOOTAGE OF THE BUILDING"  is  deemed  to   be
180,503 square feet.

         C.  "PREMISES"  SHALL MEAN THE AREA SHOWN ON EXHIBIT A-1 to this Lease.
The Premises are located on floor 4 and known as suite number 480. THE "RENTABLE
SQUARE  FOOTAGE  OF THE  PREMISES"  is deemed to be 5,647  square  feet.  If the
Premises  include  one or more  floors  in their  entirety,  all  corridors  and
restroom  facilities  located on such full floor(s) shall be considered  part of
the Premises.  Landlord and Tenant  stipulate and agree that the Rentable Square
Footage of the  Building  and the  Rentable  Square  Footage of the Premises are
correct and shall not be remeasured.

         D.       "BASE RENT":
                   ---------

                                             ANNUAL RATE                MONTHLY
                           PERIOD           PER SQUARE FOOT            BASE RENT
                           CD to ED               $21.00               $9,882.25

                  CD = Commencement Date
                  ED = Expiration Date

         E.       "TENANT'S PRO RATA SHARE"  is  equal  to  the  Rentable Square
Footage of the Premises divided by the Rentable Square Footage of the Building.

         F.       "BASE YEAR" for Operating Expenses: 2000.

         G.       "TERM": The period of  approximately 36 months starting on the
Commencement Date, subject to the provisions of Article 3.

         H.       "ESTIMATED COMMENCEMENT DATE":     June 1,  2000,  subject  to
adjustment, if any, as provided in sections 3.A and 3.B.

         I.       "SECURITY DEPOSIT": $25,000.00.
                   ----------------
         J.       "GUARANTOR(S)": None.


<PAGE>


         K.       "NOTICE ADDRESSES":

TENANT: On or after the Commencement Date, notices  shall be  sent to Tenant  at
the Premises. Prior to the Commencement Date, notices shall be sent to Tenant at
the following address:




Attn.:
Phone #:
Fax #:

LANDLORD:

2425 N. Central Expressway
Suite 260
Richardson, Texas 75080
Attn.: Property Manager
Phone #: (972) 690-3064
Fax #: (972) 680-8100

WITH A COPY TO:

777 Main Street
Suite 2100
Fort Worth, Texas 76102
Attn: Legal Department
Phone #: (817) 321-2100
Fax #: (817) 321-2000

200 Crescent Court
Suite 250
Dallas, Texas 75201
Attn: Vice President,
         Leasing/Marketing
Phone #: (214) 880-4545
Fax #: (214) 880-4547

         RENT  (DEFINED IN SECTION 4.A) is payable to the order of Crescent Real
Estate  Funding VIII,  L.P. at the following  address:  P.O. Box 844670  Dallas,
Texas  75284-4670  or by wire  transfer  to Bank of America,  Dallas,  Texas ABA
#111-0000-25,  for further  credit to Crescent Real Estate  Funding VIII,  L.P.,
Account #004771163007.

<PAGE>

         L. "BUSINESS DAY(S)" are Monday through Friday of each week,  exclusive
of New Year's Day, Memorial Day,  Independence Day, Labor Day, Thanksgiving Day,
the  day  after  Thanksgiving  AND  CHRISTMAS  DAY  ("HOLIDAYS").  Landlord  may
designate  additional  Holidays,  provided  that  the  additional  Holidays  are
commonly  recognized by other office buildings in the area where the Building is
located.

         M."LAW(S)" means all applicable  statutes,  codes,  ordinances, orders,
rules and regulations of any municipal or governmental entity,  now or hereafter
adopted, including  the  Americans  with  Disabilities  Act  and  any  other law
pertaining to disabilities and  architectural  barriers  (COLLECTIVELY,  "ADA"),
and  all  laws  pertaining  to  the  environment,  including  the  Comprehensive
Environmental Response, Compensation AND Liability Act, as amended, 42 U.S.C.SS.
9601 ET. SEQ.("CERCLA").

         N."NORMAL BUSINESS HOURS" for the Building are 7:00 A.M. to 7:00 P.M.on
Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays, exclusive of Holidays.

2. LEASE GRANT.  Landlord  leases the  Premises to Tenant and Tenant  leases the
Premises from Landlord, together with the right in common with others to use any
portions of the Property (defined below) that are designated by Landlord for the
common use of tenants and others, such as sidewalks,  common corridors,  vending
areas,  lobby areas and,  with respect to  multi-tenant  floors,  restrooms  and
Elevator  foyers (the  "Common  Areas").  "Property"  means the Building and the
parcel(s) of lard on which it is located as more fully described on Exhibit A-2,
together with all other  buildings and  improvements  located  thereon;  and the
Building garage(s) and other improvements serving the Building,  if any, and the
parcel(s) of land on which they are located.

3.       TERM: ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION.

     A. TERM.  This Lease shall  govern the  relationship  between  Landlord and
Tenant with respect reason,such delay shall not be a default by Landlord, render
this Lease void or voidable,  or otherwise  render  Landlord liable for damages.
Promptly after the determination of the Commencement  Date,  Landlord and Tenant
shall  enter into a  commencement  letter  agreement  substantially  in the form
attached as Exhibit C.  Notwithstanding any other provision of this Lease to the
contrary,  if the Expiration Date would otherwise occur on a date other than the
last day of a calendar month,  then the Expiration  Date shall be  automatically
extended to the last day of such calendar month. "Landlord Work" means the work,
if any,  that  Landlord is obligated  to perform in the  premises  pursuant to a
separate work letter agreement (the "work letter"),  if any, attached as EXHIBIT
D. If a Work Letter is not attached to this Lease or if an attached  Work Letter
does  not  require   Landlord  to  perform  any  work,  the  occurrence  of  the
Commencement  Date  shall not be  conditioned  upon the  performance  of work by
landlord  and   accordingly,   Section  3.B  shall  not  be  applicable  to  the
determination of the Commencement Date.

<PAGE>

         B.  SUBSTANTIAL  COMPLETION.  THE  LANDLORD  WORK SHALL BE DEEMED TO BE
"SUBSTANTIALLY  COMPLETE"  on the date that all  Landlord  Work  (other than any
details of construction,  mechanical adjustment or any other similar matter, the
noncompletion  of which  does not  materially  interfere  with  Tenant's  use or
occupancy of the Premises) has been performed.  However,  if Landlord is delayed
in the  performance  of the  Landlord  Work as a result of any  Tenant  Delay(s)
(defined below), the Landlord Work shall be deemed to be Substantially  Complete
on the date that the Landlord  Work would have been  substantially  complete but
for such tenant delay. "tenant delay" means any act or omission of tenant or its
agents,  employees,  vendors or contractors that actually delays the Substantial
Completion  of the Landlord  Work,  including:  (1) Tenant's  failure to furnish
information  or  approvals  within  any time  period  specified  in this  Lease,
including  the failure to prepare or approve  preliminary  or final plans by any
applicable due date; (2) Tenant's  selection of non-building  standard equipment
or materials;  (3) changes  requested or made by Tenant to  previously  approved
plans and  specifications;  or (4) performance of work in the Premises by Tenant
or Tenant's contractor(s) during the performance of the Landlord Work.

     C.  ACCEPTANCE OF PREMISES.  The Premises are accepted by Tenant in "as is"
condition and  configuration  subject to (1) any Landlord  obligation to perform
Landlord Work, (2) Landlord's repair  obligations under section 9.B, and (3) any
latent  defects (of which  Tenant  notifies  Landlord  within one year after the
commencement date) in the premises or the landlord work. BY TAKING POSSESSION OF
THE PREMISES, TENANT AGREES THAT THE PREMISES ARE IN GOOD ORDER AND SATISFACTORY
CONDITION AND AGREES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, BY LANDLORD REGARDING THE CONDITION OF THE PREMISES OR THE BUILDING1.

         D. POSSESSION OF PREMISES PRIOR TO COMMENCEMENT  DATE. Tenant shall not
take possession of the Premises prior to the  Commencement  Date except with the
prior written consent of Landlord. If Tenant takes possession of the Premises or
commences business  activities at the Premises before the Commencement Date with
Landlord's  permission,  such  possession and occupancy  shall be subject to the
terms and conditions of this Lease and Tenant shall pay Rent (DEFINED IN SECTION
4.A) to  Landlord  for each day of  possession  before  the  Commencement  Date.
However,  except for the cost of services  requested  by Tenant  (e.g.,  freight
elevator usage),  Tenant shall not be required to pay Base Rent and Tenant's Pro
Rata  Share  of  Excess  Operating  Expenses  and  tenant's  pro  rata  share of
electrical  and other costs under section 4.h for any days of possession  before
the Commencement Date during which Tenant, with the written consent of Landlord,
is in possession of the Premises for the sole purpose of performing improvements
or installing furniture, equipment or other personal property.

         4. RENT.

         A. PAYMENTS. As  consideration  for  this  Lease,   commencing  on  the
Commencement  Date,  Tenant shall pay  Landlord,  without any demand,  setoff or
deduction,  the total  amount of Base  rent,  Tenant's  pro rata share of excess
operating  expenses  (defined in section 4.b) and any and all other sums payable
by Tenant under this Lease (all of which are sometimes  collectively referred TO
AS "RENT").  Tenant shall pay and be liable for all rental,  sales and use taxes
(but excluding income taxes), if any, imposed upon or check or by  other  means


<PAGE>

(such as automatic debit or electronic transfer) acceptable to Landlord.  If the
Term  commences  on a day  other  than the first day of a  calendar  month,  the
monthly Base Rent and Tenant's Pro Rata Share of any Excess  Operating  Expenses
for the month shall be  prorated  on a daily  basis based on a 360 day  calendar
year.  Landlord's  acceptance  of less than the correct  amount of Rent shall be
considered  a payment on account of the  earliest  Rent due. No  endorsement  or
statement  on a check  or  letter  accompanying  a check  or  payment  shall  be
considered an accord and satisfaction, and either party may accept such check or
payment  without such  acceptance  being  considered a waiver of any rights such
party may have under this Lease or applicable Law. Tenant's covenant to pay Rent
is independent of every other covenant in this Lease.

         B. EXCESS OPERATING EXPENSES.  Tenant shall pay Tenant's Pro Rata Share
of the AMOUNT, IF ANY, BY WHICH OPERATING  EXPENSES (DEFINED IN SECTION 4.D) for
each calendar year during THE TERM EXCEED  OPERATING  EXPENSES FOR THE BASE YEAR
(THE "EXCESS OPERATING  EXPENSES").  If Operating  Expenses in any calendar year
decrease below the amount of Operating Expenses for the Base Year,  Tenant's Pro
Rata Share of Operating Expenses for that calendar year shall be $0. In no event
shall Base Rent be reduced if Operating  Expenses for any calendar year are less
than  Operating  Expenses  for the Base Year.  No later  than  January 1 of each
calendar  year,  Landlord shall provide Tenant with a good faith estimate of the
Excess  Operating  Expenses for such calendar year during the Term. On or before
the first day of each month,  Tenant shall pay to Landlord a monthly installment
equal to  one-twelfth  of Tenant's Pro Rata Share of Landlord's  estimate of the
Excess Operating  Expenses.  If Landlord determines that its good faith estimate
of the Excess Operating Expenses was incorrect, Landlord may provide Tenant with
a revised estimate. After its receipt of the revised estimate,  Tenant's monthly
payments shall be based upon the revised estimate.  If Landlord does not provide
Tenant  with an  estimate  of the Excess  Operating  Expenses  by January 1 of a
calendar year,  Tenant shall continue to pay monthly  installments  based on the
most recent  estimate(s)  until Landlord  provides Tenant with the new estimate.
Upon delivery of the new estimate, an adjustment shall be made for any month for
which Tenant paid monthly  installments based on the same year's prior incorrect
estimate(s).  Tenant shall pay Landlord the amount of any underpayment within 30
days after  receipt  of the new  estimate.  Any  overpayment  shall be  credited
against  the next sums due and owing by Tenant  or, if no  further  Rent is due,
refunded directly to Tenant within 30 days of  determination.  The obligation of
Tenant to pay for Excess Operating Expenses as provided herein shall survive the
expiration or earlier termination of this Lease.

         C. RECONCILIATION OF OPERATING EXPENSES.  Within 120 days after the end
of each calendar year or as soon  thereafter as is  practicable,  Landlord shall
furnish  Tenant with a statement  of the actual  Operating  Expenses  and Excess
Operating  Expenses for such calendar year. If the most recent  estimated Excess
Operating  Expenses  paid by  Tenant  for such  calendar  year are more than the
actual Excess  Operating  Expenses for such calendar year,  Landlord shall apply
any  overpayment by Tenant against Rent due or next becoming due;  provided,  if
the Term expires before the  determination of the  overpayment,  Landlord shall,
within 30 days of  determination,  refund any  overpayment to Tenant after first
deducting the amount of Rent due. If the most recent  estimated Excess Operating
Expenses  paid by Tenant  for the prior  calendar  year are less than the actual
Excess Operating  Expenses for such year,  Tenant shall pay Landlord,  within 30
days after its receipt of the

<PAGE>

statement of Operating Expenses, any underpayment for the prior calendar year.

     D. OPERATING  EXPENSES  DEFINED.  "OPERATING  EXPENSES" means all costs and
expenses  incurred  or  accrued in each  calendar  year in  connection  with the
ownership,  operation,  maintenance,  management,  repair and  protection of the
Property  which  are  directly  attributable  or  reasonably  allocable  to  the
Building,  including  Landlord's  personal  property used in connection with the
Property and including all costs and expenditures relating to the following:

         (1)      Operation, maintenance, repair and replacements of any part of
                  the Property, including the mechanical,  electrical, plumbing,
                  HVAC, vertical transportation, fire prevention and warning and
                  security systems;  materials and supplies (such as light bulbs
                  and  ballasts);  equipment and tools;  floor,  wall and window
                  coverings;   personal   property;   required   or   beneficial
                  easements;



         (3)      Janitorial  service;  window  cleaning;  waste disposal;  gas,
                  water and sewer and other utility charges (including add-ons);
                  and landscaping, including all applicable tools and supplies.

         (4)      Property,  liability and other insurance  coverages carried by
                  Landlord,  including  deductibles and risk retention  programs
                  and  an  allocation  of a  portion  of  the  cost  of  blanket
                  insurance   policies   maintained   by  Landlord   and/or  its
                  affiliates.

         (5)      Real  estate  taxes,  assessments,  business  taxes,  excises,
                  association  dues,  fees,  levies,  charges and other taxes of
                  every  kind  and  nature  whatsoever,   general  and  special,
                  extraordinary and ordinary, foreseen and unforeseen, including
                  interest  on  installment  payments,  which  may be  levied or
                  assessed  against or arise in connection with ownership,  use,
                  occupancy,  rental,  operation or  possession  of the Property
                  (including  personal property taxes for property that is owned
                  by  Landlord  and  used  in  connection  with  the  operation,
                  maintenance and repair of the Property),  or  substituted,  in
                  whole or in part,  for a tax  previously  in  existence by any
                  taxing  authority,  or assessed in lieu of a tax increase,  or
                  paid as rent under any ground lease.  Real estate taxes do not
                  include Landlord's  income,  franchise or estate taxes (except
                  to the extent  such  excluded  taxes are  assessed  in lieu of
                  taxes included above).

         (6)      Compliance with Laws, including license, permit and inspection
                  fees (but not in DUPLICATION OF CAPITAL EXPENDITURES AMORTIZED
                  AS PROVIDED IN SECTION  4.D(9));  and all  expenses  and fees,
                  including  attorneys' fees and court or other venue of dispute
                  resolution  costs,  incurred in negotiating or contesting real
                  estate  taxes  or the  validity  and/or  applicability  of any
                  governmental  enactments which may affect Operating  Expenses;
                  provided Landlord shall credit against Operating  Expenses any
                  refunds  received  from such  negotiations  or contests to the
                  extent  originally   included  in  Operating   Expenses  (less
                  Landlord's costs).

<PAGE>

         (7)      Security services, to the extent provided or contracted for by
                  Landlord.

         (8)      Goods and services purchased from Landlord's  subsidiaries and
                  affiliates  to the  extent  the  cost  of  same  is  generally
                  consistent  with rates charged by  unaffiliated  third parties
                  for  similar  goods and  services  (except no such  limitation
                  shall apply in emergencies).

         (9)      Amortization of capital expenditures  incurred: (A) to conform
                  with  Laws;  (B) to  provide or  maintain  building  standards
                  (other than building  standard  tenant  improvements);  or (C)
                  with  the  intention  of  promoting   safety  or  reducing  or
                  controlling increases in Operating Expenses,  such as lighting
                  retrofit and installation of energy management  systems.  Such
                  expenditures  shall be amortized  uniformly  over a reasonable
                  period of time determined by Landlord,  together with interest
                  on the  UNAMORTIZED  BALANCE  AT THE PRIME  RATE  (DEFINED  IN
                  SECTION 19.A(6)) (as of the date incurred) plus 2%.

         E.       EXCLUSIONS FROM OPERATING EXPENSES. Operating Expenses exclude
                  the following expenditures:

         (1)      Leasing  commissions,   attorneys'  fees  and  other  expenses
                  related to leasing tenant space and constructing  improvements
                  for the sole benefit of an individual tenant.

         (2)      Goods and services  furnished to an  individual  tenant of the
                  Building  which  are  above  building  standard  and which are
                  separately  reimbursable  directly  to Landlord in addition to
                  Excess Operating Expenses.

         (3)      Repairs,  replacements   and   general   maintenance  paid  by
                  insurance proceeds or condemnation proceeds.



         (7)      Compensation  paid to clerks,  attendants  or other persons in
                  commercial  concessions operated by Landlord which customarily
                  sell products or services to the public,  including tenants of
                  the Building.

         (8)      Costs (other than maintenance  costs) of any art work (such as
                  sculptures or paintings) used to decorate the Building.

         (9)      Principal payments on indebtedness  secured by  liens  against
                  the Building, or costs of refinancing such indebtedness.

         (10)  ELECTRICAL SERVICE COSTS PAID SEPARATELY PURSUANT TO SECTION 4.H.

         F.     PRORATION OF OPERATING EXPENSES; ADJUSTMENTS. If Landlord incurs
Operating Expenses for the Property together  with one  or more other  buildings
or properties, whether pursuant to a reciprocal  easement agreement, common area


<PAGE>

agreement  or  otherwise,  the  shared  costs and  expenses  shall be  equitably
prorated  and  apportioned  by  Landlord  between  the  Property  and the  other
buildings  or  properties.  If the  Building  is not 100%  occupied  during  any
calendar year or partial calendar year or if Landlord is not supplying  services
to 100% of the total Rentable  Square Footage of the Building at any time during
a calendar year or partial calendar year, Operating Expenses shall be determined
as if the  Building  had been 100%  occupied  and  Landlord  had been  supplying
services to 100% of the  Rentable  Square  Footage of the  Building  during that
calendar year. If tenant pays for its pro rata share of operating expenses based
on increases  over a "BASE YEAR" and Operating  Expenses for a calendar year are
determined as provided in the prior  sentence,  Operating  Expenses for the Base
Year shall also be  determined  as if the  Building  had been 100%  occupied and
Landlord had been supplying  services to 100% of the Rentable  Square Footage of
the Building.  The extrapolation of Operating  Expenses under this Section shall
be performed by Landlord by adjusting the cost of those  components of Operating
Expenses that are impacted by changes in the occupancy of the Building.

         G. AUDIT RIGHTS.  WITHIN 60 DAYS (THE "AUDIT  ELECTION  PERIOD")  after
Landlord  furnishes its statement of actual Operating  Expenses for any calendar
year  (including the Base Year),  Tenant may, at its expense  during  Landlord's
normal business hours,  elect to audit  Landlord's  Operating  Expenses for such
calendar year only, subject to the following conditions: (1) there is no uncured
event of  default  under  this  Lease;  (2) the audit  shall be  prepared  by an
independent  certified public accounting firm of recognized  national  standing;
(3)  in  no  event  shall  any  audit  be  performed  by a  firm  retained  on a
"contingency  fee"  basis;  (4) the audit  shall  commence  within 30 days after
Landlord makes  Landlord's  books and records  available to Tenant's auditor and
shall  conclude  within  60 days  after  commencement;  (5) the  audit  shall be
conducted  where  Landlord  maintains  its  books  and  records  and  shall  not
unreasonably  interfere with the conduct of Landlord's business;  (6) Tenant and
its  accounting  firm shall treat any audit in a  confidential  manner and shall
each execute Landlord's  confidentiality  agreement for Landlord's benefit prior
to commencing the audit; and (7) the accounting  firm's audit report shall at no
charge to Landlord, be submitted in draft form for Landlord's review and comment
before  the final  approved  audit  report is  delivered  to  Landlord,  and any
reasonable  comments  by  Landlord  shall be  incorporated  into the final audit
report.  Notwithstanding the foregoing, Tenant shall have no right to conduct an
audit if Landlord  furnishes to Tenant an audit report for the calendar  year in
question  prepared  by  an  independent  certified  public  accounting  firm  of
recognized  national  standing  (whether  originally  prepared  for  Landlord or
another  party).  This paragraph  shall not be construed to limit,  suspend,  or
abate  Tenant's  obligation  to pay Rent when due,  including  estimated  Excess
Operating  Expenses.  Landlord  shall credit any  overpayment  determined by the
final approved audit report against the next Rent due and owing by Tenant or, if
no further Rent is due,  refund such  overpayment  directly to Tenant  within 30
days of  determination.  Likewise,  Tenant shall pay  Landlord any  underpayment
determined by the final approved  audit report within 30 days of  determination.
The foregoing  obligations shall survive the Expiration Date. If Tenant does not
give  written  notice of its  election to audit  Landlord's  Operating  Expenses
during  the  Audit  Election  Period,  Landlord's  Operating  Expenses  for  the
applicable  calendar year shall be deemed approved for all purposes,  and Tenant
shall have of Tenant's Pro Rata Share of  such  electrical  service costs in the
same manner as provided for OPERATING EXPENSES IN SECTION 4.B.




<PAGE>


5.       TENANT'S USE OF PREMISES.

         A.  PERMITTED  USES. The Premises shall be used only for general office
use (the "PERMITTED USE") and for no other use whatsoever.  Tenant shall not use
or permit the use of the  Premises  for any purpose  which is  illegal,  creates
obnoxious odors (including tobacco smoke), noises or vibrations, is dangerous to
persons or property,  could increase  Landlord's  insurance  costs, or which, in
Landlord's  reasonable opinion,  unreasonably  disturbs any other tenants of the
Building or interferes  with the  operation of the Building.  Except as provided
below,  the following  uses are expressly  prohibited in the Premises:  schools,
government offices or agencies; personnel agencies;  collection agencies; credit
unions; data processing, telemarketing or reservation centers; medical treatment
and health care;  radio,  television or other  telecommunications  broadcasting;
restaurants  and other  retail;  customer  service  offices of a public  utility
company;  or any other purpose which would,  in Landlord's  reasonable  opinion,
impair the reputation or quality of the Building, overburden any of the Building
systems,  Common  Areas or parking  facilities  (including  any use which  would
create a population  density in the  Premises  which is in excess of the density
which is standard for the Building), impair Landlord's efforts to lease space or
otherwise  interfere  with the  operation of the Property.  Notwithstanding  the
foregoing,  the following  ancillary  uses are permitted in the Premises only so
long as they do not,  in the  aggregate,  occupy  more than 10% of the  Rentable
Square Footage of the Premises or any single floor  (whichever is less): (A) the
following  services  provided by Tenant  exclusively to its employees:  schools,
training and other  educational  services;  credit unions;  and similar employee
services;  and (B) the following  services  directly and exclusively  supporting
Tenant's business: telemarketing;  reservations;  storage; data processing; debt
collection; and similar support services.

         B.  COMPLIANCE  WITH LAWS.  Tenant shall comply with all Laws regarding
the operation of Tenant's  business and the use,  condition,  configuration  and
occupancy  of the Premises and the use of the Common  Areas.  Tenant,  within 10
days after  receipt,  shall provide  Landlord with copies of any notices  Tenant
receives  regarding a violation or alleged or  potential  violation of any Laws.
TENANT SHALL COMPLY WITH THE RULES AND  REGULATIONS OF THE BUILDING  ATTACHED AS
EXHIBIT B and such other  reasonable  rules and  regulations  (or  modifications
thereto)  adopted by Landlord from time to time. Such rules and regulations will
be applied in an equitable  manner as determined by Landlord.  Tenant shall also
cause  its  agents,  contractors,  subcontractors,   employees,  customers,  and
subtenants to comply with all rules and regulations.

       C. TENANT'S SECURITY. Tenant shall (1) lock the doors to the Premises and
take other reasonable steps to secure the Premises and the personal  property of
all Tenant  Parties  (defined in SECTION 13.A) and any of Tenant's  transferees,
contractors  or  licensees  in the Common  Areas and parking  facilities  of the
Building and Property,  from unlawful intrusion,  theft, fire and other hazards;
(2) keep and maintain in good working  order all security  devices  installed in
the Premises by or for the benefit of Tenant (such as locks, smoke detectors and
burglar  alarms);  and (3)  cooperate  with  Landlord  and other  tenants in the
Building on security  matters.  Tenant  acknowledges  that any security measures
employed   by Landlord are for Landlord's own protection; that Landlord is not a

<PAGE>

guarantor of the security or safety of the Tenant Parties or their property; and
that such security  matters are the  responsibility  of Tenant and the local law
enforcement authorities.

6. SECURITY  DEPOSIT.  The Security  Deposit shall be delivered to Landlord upon
the  execution  of this  Lease by Tenant and shall be held by  Landlord  without
liability for interest  (unless required by Law) as security for the performance
of Tenant's obligations under this Lease. The Security Deposit is not an advance
payment of Rent or a measure of Tenant's  liability  for damages.  Landlord may,
from time to time while an event of default remains uncured,  without  prejudice
to any other  remedy,  use all or a portion of the  Security  Deposit to satisfy
past due Rent or to cure any uncured  default by Tenant.  If  Landlord  uses the
Security  Deposit,  Tenant shall on demand  restore the Security  Deposit to its
original  amount.  Provided  that Tenant has  performed  all of its  obligations
hereunder, Landlord shall return any unapplied portion of the and, following the
assignment,  Landlord  shall  have  no  further  liability for the return of the
Security Deposit. Landlord  shall  not  be required to keep the Security Deposit
separate from its other accounts.2

7.       SERVICES TO BE FURNISHED BY LANDLORD.

         A.       STANDARD SERVICES. Landlord agrees  to furnish Tenant with the
                  following services during the Term:

         (1)      Water service for use in the lavatories on each floor on which
                  the Premises are located.

         (2)      Heat and air  conditioning  in season during  Normal  Business
                  Hours, at such temperatures and in such amounts as required by
                  governmental  authority or as Landlord determines are standard
                  for the  Building.  Tenant,  upon such notice as is reasonably
                  required  by  Landlord,  and  subject to the  capacity  of the
                  Building systems,  may request HVAC service during hours other
                  than Normal  Business  Hours.  Tenant  shall pay  Landlord the
                  standard  charge for the  additional  service as determined by
                  Landlord from time to time

         (3)      Maintenance and repair of the property as described in SECTION
                  9.B.

         (4)      Janitorial service five days per week (excluding Holidays), as
                  determined by Landlord. If Tenant's use of the Premises, floor
                  covering or other  improvements  require  special  services in
                  excess of the standard services for the Building, Tenant shall
                  pay the additional cost attributable to the special services.

         (5)      Elevator  service,  subject  to  proper  authorization     and
                  Landlord's  policies  and  procedures  for  use of the freight
                  elevator(s) in the Building.



<PAGE>

         (6)      Exterior  window  washing  at  such intervals as determined by
                  Landlord.

         (7)      Electricity  to  the  Premises  for  general  office  use,  in
                  accordance  with and  subject to the terms and  conditions  in
                  ARTICLE 8.

         B.  SERVICE  INTERRUPTIONS.  Landlord's  failure  to  furnish,  or  any
interruption  or termination  of,  services due to the  application of Laws, the
failure  of  any  equipment,   the  performance  of  repairs,   improvements  or
alterations, or the occurrence of any other event or cause whether or not within
the  reasonable  control of  landlord (A  "SERVICE  FAILURE"),  shall not render
Landlord liable to Tenant,  constitute a constructive  eviction of Tenant,  give
rise to an abatement of Rent, or relieve  Tenant from the  obligation to fulfill
any covenant or  agreement.  In no event shall  Landlord be liable to Tenant for
any loss or damage, including the theft of Tenant's Property (defined IN ARTICLE
14), arising out of or in connection with the failure of any security  services,
personnel or equipment.

         C. THIRD PARTY  SERVICES.  If Tenant desires any service which Landlord
has not specifically  agreed to provide in this Lease,  such as private security
systems or  telecommunications  services  serving  the  Premises,  Tenant  shall
procure such service  directly  from a reputable  third party  service  provider
("Provider")  for Tenant's own account.  Tenant shall  require each  Provider to
comply with the  Building's  rules and  regulations,  all Laws,  and  Landlord's
reasonable  policies  and  practices  for  the  Building.   Tenant  acknowledges
Landlord's current policy that requires all Providers  utilizing any area of the
Building  outside the  Premises  to be approved by Landlord  and to enter into a
written  agreement  acceptable to Landlord prior to gaining access to, or making
any  installations  in or through,  such area.  Accordingly,  Tenant  shall give
Landlord written notice sufficient for such purposes.

     8. USE OF ELECTRICAL SERVICES BY TENANT. consumption in the Premises either
by a survey conducted by a reputable consultant selected by Landlord, or through
separate  meters  installed,  maintained  and read by Landlord,  all at Tenant's
expense. The cost of any electrical consumption in excess of that which Landlord
determines  is Standard for the building  shall be paid by tenant in  accordance
with section 8.d. The furnishing of electrical services to the Premises shall be
subject  to the  rules,  regulations  and  practices  of the  supplier  of  such
electricity and of any municipal or other governmental  authority regulating the
business of providing  electrical utility service.  Landlord shall not be liable
or  responsible  to Tenant  for any loss,  damage or  expense  which  Tenant may
sustain or incur if either the quantity or character of the  electrical  service
is  changed  or is no  longer  available  or no  longer  suitable  for  Tenant's
requirements.

     B. SELECTION OF ELECTRICAL SERVICE PROVIDER. Landlord reserves the right to
select the provider of electrical  services to the Building and/or the Property.
To the fullest  extent  permitted  by Law,  Landlord  shall have the  continuing
right, upon 30 days written notice, to change such utility provider. All charges
and  expenses  incurred  by  Landlord  due  to  any  such  changes in electrical

<PAGE>

services, including maintenance,  repairs, installation and related costs, shall
be included in the electrical  services costs  referenced in section 4.H, unless
paid directly by Tenant.

         C. SUBMETERING.  Landlord shall have the continuing right, upon 30 days
written notice, to install a submeter for the Premises at Tenant's  expense.  If
submetering  is  installed  for the  Premises,  Landlord may charge for Tenant's
actual  electrical  consumption  monthly in arrears at  commercially  reasonable
rates  determined  by  Landlord  (plus,  to  the  fullest  extent  permitted  by
applicable   Laws,   Landlord's   then  quoted   administrative   fee  for  such
submetering),  except as to electricity  directly purchased by Tenant from third
party  providers  after  obtaining  Landlord's  consent to the same. Even if the
Premises are submetered,  Tenant shall remain obligated to pay Tenant's Pro rata
share of the cost of electrical services as provided in section 4.H, except that
Tenant shall be entitled to a credit against electrical  services costs equal to
that portion of the amounts  actually paid by Tenant  separately and directly to
Landlord  which  are  attributable  to  building  standard  electrical  services
submetered to the Premises.

         D. EXCESS ELECTRICAL SERVICE.  Tenant's use of electrical service shall
not exceed,  in voltage,  rated  capacity,  use beyond Normal  Business Hours or
overall load,  that which  Landlord  deems to be standard for the  Building.  If
Tenant requests  permission to consume excess electrical  service,  Landlord may
refuse to  consent  or may  condition  consent  upon  conditions  that  Landlord
reasonably  elects  (including the  installation  of utility  service  upgrades,
meters,  submeters,  air handlers or cooling  units).  The costs of any approved
additional  consumption  (to the  extent  permitted  by Law),  installation  and
maintenance shall be paid by Tenant.

9.       REPAIRS AND ALTERATIONS.

         A. TENANT'S  REPAIR  OBLIGATIONS.  Tenant  shall,  at its sole cost and
expense,  promptly  perform all maintenance and repairs to the Premises that are
not  Landlord's  express  responsibility  under this  Lease,  and shall keep the
Premises in good condition and repair, ordinary wear and tear excepted. Tenant's
repair obligations include,  without limitation,  repairs to: (1) floor covering
and/or raised  flooring;  (2) interior  partitions;  (3) doors; (4) the interior
side of  demising  walls;  (5)  ELECTRONIC,  PHONE AND DATA  CABLING AND RELATED
EQUIPMENT  (COLLECTIVELY,  "CABLE")  that is  installed by or for the benefit of
Tenant and  located in the  Premises  or other  portions  of the  Building;  (6)
supplemental air conditioning units, private showers and kitchens, including hot
water  heaters,  plumbing,  dishwashers,  ice  machines  and similar  facilities
serving Tenant  exclusively;  (7) phone rooms used  exclusively  by Tenant;  (8)
Alterations  (defined  below)  performed  by  contractors  retained  by  Tenant,
including  related HVAC balancing;  and (9) All of Tenant's  furnishings,  trade
fixtures,  equipment  and  inventory.  All work shall be performed in accordance
with the rules and procedures DESCRIBED IN SECTION 9.C below. If Tenant fails to
make any  repairs  to the  Premises  for more  than 15 days  after  notice  from
Landlord  (although  notice  shall not be  required  if there is an  emergency),
Landlord  may, in addition to any other remedy  available to Landlord,  make the
repairs,  and Tenant  shall pay the  reasonable  cost of the repairs to Landlord
within     30  days     after     receipt   of    an  invoice,  together    with

<PAGE>



 Building  generally;  (3)  Common  Areas;  (4) the  roof of the  Building;  (5)
exterior  windows of the  Building;  and (6)  elevators  serving  the  Building.
Landlord shall promptly make repairs (taking into account the nature and urgency
of the  repair)  for which  Landlord  is  responsible.  If any of the  foregoing
maintenance or repair is necessitated due to the acts or omissions of any Tenant
Party (DEFINED IN SECTION  13.A),  Tenant shall pay the costs of such repairs or
maintenance  to Landlord  within 30 days after  receipt of an invoice,  together
with an administrative charge in an amount equal TO4 of the cost of the repairs.



         C.       ALTERATIONS.

         (1)       WHEN CONSENT IS REQUIRED. Tenant  shall not make alterations,
                   additions  or  improvements  to  the  Premises or install any
                   Cable in the  Premises  or  other  portions  OF THE  BUILDING
                   (COLLECTIVELY,  "ALTERATIONS")  without  first  obtaining the
                   written  consent  of  Landlord  in  each  instance.  However,
                   Landlord's  consent shall not be  required for any alteration
                   that  satisfies  all of  the  following  criteria  (a  "minor
                   alteration"):  (a) is of  a cosmetic nature such as painting,
                   wallpapering, hanging  pictures and installing carpeting; (b)
                   is not visible from  outside  the  Premises or Building;  (c)
                   will not affect the systems  or  structure  of the  Building;
                   and (d) does not  require  work  to be  performed  inside the
                   walls or above the ceiling of the Premises.

         (2)      REQUIREMENTS FOR ALL ALTERATIONS. INCLUDING MINOR ALTERATIONS.
                  Prior to starting work on any Alteration, Tenant shall furnish
                  to Landlord for review and approval: plans and specifications;
                  names of proposed  contractors  (provided  that  Landlord  may
                  designate  specific   contractors  with  respect  to  Building
                  systems);   copies  of   contracts;   necessary   permits  and
                  approvals;   evidence  of  contractors'  and   subcontractors'
                  insurance;  and  Tenant's  security  for  performance  of  the
                  Alteration.  Changes to the plans and specifications must also
                  be  submitted  to  Landlord  for  its  approval.  Some  of the
                  foregoing  requirements  may be  waived  by  Landlord  for the
                  performance of specific minor alterations;  provided that such
                  waiver is obtained  in writing  prior to the  commencement  of
                  such  Minor  Alterations.  Landlord's  waiver on one  occasion
                  shall not waive Landlord's right to enforce such  requirements
                  on any other occasion.  Alterations  shall be constructed in a
                  good and workmanlike  manner using materials of a quality that
                  is at least equal to the quality designated by Landlord as the
                  minimum  standard for the  Building.  Landlord  may  designate
                  reasonable   rules,   regulations   and   procedures  for  the
                  performance  of Alterations in the Building and, to the extent
                  reasonably  necessary to avoid  disruption to the occupants of
                  the Building,  shall have the right to designate the time when
                  Alterations may be performed.  Tenant shall reimburse Landlord
                  within 30 days after  receipt of an invoice for  out-of-pocket
                  sums paid by Landlord for third party  examination of Tenant's
                  plans for  Alterations.  In  addition,  within  30 days  after
                  receipt  of an  invoice  from  Landlord,  Tenant  shall pay to
                  Landlord its then-quoted standard fee for Landlord's oversight
                  and  coordination of any  Alterations.  Upon completion of the
                  Alterations,  Tenant  shall  furnish  "as-built"  plans (which
                  shall  not be  required  for  Minor  Alterations),  completion
                  affidavits,  full and final  waivers  of liens,  receipts  and
                  bills  covering all labor and  materials.  Tenant shall assure
                  that the Alterations comply with  all  insurance  requirements
                  and Laws.

<PAGE>



         (3)      LANDLORD'S  LIABILITY FOR ALTERATIONS.  Landlord's approval of
                  an Alteration shall not be a  representation  by Landlord that
                  the  Alteration  complies  with  applicable  Laws  or  will be
                  adequate for Tenant's use. Tenant  acknowledges  that Landlord
                  is not an architect or engineer, and that the Alterations will
                  be designed and/or  constructed using independent  architects,
                  engineers  and  contractors.  Accordingly,  Landlord  does not
                  guarantee   or  warrant  that  the   applicable   construction
                  documents  will  comply  with Laws or be free  from  errors or
                  omissions, nor that the Alterations will be free from defects,
                  and Landlord will have no liability therefor.



be given orally.  Landlord  shall have the right to  temporarily  close all or a
portion of the  Premises  to perform  repairs,  alterations  and  additions,  if
reasonably  necessary for the protection and safety of Tenant and its employees.
However, except in emergencies, Landlord will not close the Premises if the work
can  reasonably  be  completed  on weekends  and after  Normal  Business  Hours;
provided,  however, that Landlord is not required to conduct work on weekends or
after Normal  Business Hours if such work can be conducted  without  closing the
Premises.  Entry by  Landlord  for any such  purposes  shall  not  constitute  a
constructive eviction or entitle Tenant to an abatement or reduction of Rent.

11.      ASSIGNMENT AND SUBLETTING.

         A. LANDLORD'S  CONSENT REQUIRED.  Except in connection with a Permitted
Transfer  (DEFINED  IN SECTION  11.E),  Tenant  shall not  assign,  transfer  or
encumber  any interest in this Lease or sublease or allow any third party to use
any portion of the Premises (collectively or individually, A "TRANSFER") without
the prior written  consent of Landlord,  which consent shall not be unreasonably
Withheld if landlord  does not elect to exercise  its  termination  rights under
section 11.B below.  Without  limitation,  Tenant agrees that Landlord's consent
shall not be considered  unreasonably withheld if: (1) the proposed transferee's
financial  condition does not meet the criteria Landlord uses to select Building
tenants having similar leasehold  obligations;  (2) the proposed transferee is a
governmental  organization or present  occupant of the Building,  or Landlord is
otherwise engaged in lease  negotiations with the proposed  transferee for other
premises in the  Building;  (3) any uncured  event of default  exists under this
Lease  (or a  condition  exists  which,  with the  passage  of time or giving of
notice,  would become an event of  default);  (4) any portion of the Building or
Premises  would likely  become  subject to  additional  or  different  Laws as a
consequence of the proposed Transfer;  (5) the proposed  transferee's use of the
Premises  conflicts with the Permitted Use or any exclusive usage rights granted
to any other tenant in the Building; (6) the use, nature,  business,  activities
or  reputation  in the business  community of the  proposed  transferee  (or its
principals,  employees  or  invitees)  does not meet  Landlord's  standards  for
Building  tenants;  (7)  either the  Transfer  or any  consideration  payable to
Landlord in connection  therewith  adversely  affects the real estate investment
trust  (or  pension  fund  or  other  ownership  vehicle)   qualification  tests
applicable to Landlord or its affiliates;  or (8) the proposed  transferee is or
has been involved in litigation with Landlord or any of its  affiliates.  Tenant
shall not be entitled to  receive monetary  damages  based  upon  a  claim  that

<PAGE>

Landlord  unreasonably  withheld its consent to a proposed Transfer and Tenant's
sole remedy shall be an action to enforce any such  provision  through  specific
performance or declaratory judgment. Any attempted Transfer in violation of this
Article is voidable at Landlord's option.

         B. CONSENT  PARAMETERS/REQUIREMENTS.  As part of Tenant's  request for,
and as a condition to,  Landlord's  consent to a Transfer,  Tenant shall provide
Landlord with financial statements for the proposed transferee,  a complete copy
(unexecuted)  of the  proposed  assignment  or  sublease  and other  contractual
documents  and such  other  information  as  Landlord  may  reasonably  request.
Landlord  shall then have the right (but not the  obligation)  to terminate this
Lease as of the  effective  date of Transfer  with respect to the portion of the
Premises  which Tenant  desires to Transfer.  In such event,  the rent and other
charges payable shall be proportionately  reduced. Consent by Landlord to one or
more Transfer(s)  shall not operate as a waiver of Landlord's  rights to approve
any subsequent  Transfers.  In no event shall any Transfer or Permitted Transfer
release or relieve  Tenant from any obligation  under this Lease,  nor shall the
acceptance of Rent from any assignee,  subtenant or occupant constitute a waiver
or release  of Tenant  from any of its  obligations  or  liabilities  under this
Lease.  Tenant shall pay Landlord a review fee of $750 for Landlord's  review of
any Permitted  Transfer or requested  Transfer,  provided if  Landlord's  actual
reasonable  costs and expenses  (including  reasonable  attorney's  fees) exceed
$750,  Tenant  shall  reimburse  Landlord  for its actual  reasonable  costs and
expenses in lieu of a fixed review fee.

         C. PAYMENT TO LANDLORD.  If the aggregate  consideration paid to Tenant
for a  Transfer  exceeds  that  payable by Tenant  under  this  Lease  (prorated
according to the  transferred  interest),  Tenant shall pay Landlord 50% of such
excess (after deducting therefrom  reasonable leasing commissions and reasonable
costs of tenant  improvements  paid to unaffiliated  third parties in connection
with the Transfer, with proof



         D.  CHANGE IN CONTROL OF TENANT.  Except for a Permitted  Transfer,  if
Tenant is a corporation,  limited  liability  company,  partnership,  or similar
entity,  and if the  entity  which owns or  controls  a  majority  of the voting
shares/rights  at  any  time  changes  for  any  reason   (including  a  merger,
consolidation  or  reorganization),  such change of ownership  or control  shall
constitute a Transfer. The foregoing shall not apply so long as, both before and
after the Transfer,  Tenant is an entity whose  outstanding stock is listed on a
recognized security exchange, or if at least 80% of its voting stock is owned by
another entity, the voting stock of which is so listed; provided,  however, that
Tenant  shall  give  Landlord  written  notice  at  least  30 days  prior to the
effective date of such change in ownership or control.

         E. NO CONSENT  REQUIRED.  Tenant may assign its entire  interest  under
this  Lease to an  Affiliate  (defined  below)  or to a  successor  to Tenant by
purchase,  merger,  consolidation  or  reorganization  without  the  consent  of
Landlord,  provided  that  all of the  following  conditions  are  SATISFIED  (A
"PERMITTED TRANSFER"):  (1) no uncured event of default exists under this Lease:
(2)  Tenant's  successor  shall own all or  substantially  all of the  assets of
Tenant;  (3) the Affiliate or Tenant's successor shall have a net worth which is
at least equal to the greater of Tenant's net worth at the date of this Lease or
Tenant's net worth as of the day prior to the proposed purchase, merger,

<PAGE>

consolidation  or  reorganization;  (4) no portion of the  Building  or Premises
would likely become  subject to additional or different Laws as a consequence of
the proposed  Transfer;  (5) the Affiliate's or Tenant's  successor's use of the
Premises shall not conflict with the Permitted Use or any exclusive usage rights
granted to any other  tenant in the  Building;  (6) neither the Transfer nor any
consideration  payable to Landlord in connection therewith adversely affects the
real  estate  investment  trust (or  pension  fund or other  ownership  vehicle)
qualification tests applicable to Landlord or its affiliates;  (7) the Affiliate
or  Tenant's  successor  is not and has not been  involved  in  litigation  with
Landlord or any of its  affiliates;  and (8) Tenant shall give Landlord  written
notice at least 30 days prior to the  effective  date of the proposed  purchase,
merger,  consolidation or REORGANIZATION.  THE TERM "AFFILIATE" means any person
or entity  controlling,  controlled  by or under  common  control  with  Tenant.
Tenant's notice to Landlord shall include information and documentation  showing
that each of the above conditions has been satisfied.  If requested by Landlord,
the Affiliate or Tenant's successor shall sign a commercially reasonable form of
assumption agreement.

12. LIENS.  Tenant shall not permit  mechanic's or other liens to be placed upon
the Property,  Premises or Tenant's  leasehold  interest in connection  with any
work or service done or purportedly  done by or for the benefit of Tenant.  If a
lien is so placed,  Tenant shall,  within 10 days of notice from Landlord of the
filing  of the lien,  fully  discharge  the lien by  settling  the  claim  which
resulted  in the lien or by  bonding  or  insuring  over the lien in the  manner
prescribed  by the  applicable  lien Law. If Tenant fails to discharge the lien,
then, in addition to any other right or remedy of Landlord, Landlord may bond or
insure over the lien or otherwise  discharge the lien.  Tenant shall,  within 30
days after  receipt of an invoice  from  Landlord,  reimburse  Landlord  for any
amount paid by Landlord, including reasonable attorneys' fees, to bond or insure
over the lien or discharge the lien.

13.      INDEMNITY AND WAIVER OF CLAIMS.

     A. TENANT'S  INDEMNITY.  SUBJECT TO ARTICLE 15, Tenant shall hold Landlord,
its trustees, members, principals, beneficiaries, partners, officers, directors,
shareholders,  employees,  MORTGAGEE(S)  (DEFINED  IN  ARTICLE  25)  and  agents
harmless from, and indemnify aid defend such parties  against,  all liabilities,
obligations,  damages, penalties,  claims, actions, costs, charges and expenses,
including  reasonable  attorneys' fees and other  professional  fees that may be
imposed upon,  incurred by or asserted against any of such  indemnified  parties
that arise out of or in  connection  with any damage or injury (i)  occurring in
the  Premises,  except  to the  extent  caused  by  the  negligence  or  willful
misconduct  of  Landlord  or  any  of  its  employees,   agents  or  contractors
(collectively,  "LANDLORD PARTIES"); or (ii) occurring elsewhere in the Building
or on the Property to the extent caused by the negligence or willful  misconduct
of Tenant or any  assignees,  subtenants  and licensees  claiming by, through or
under Tenant,  or any of their  respective  agents,  contractors,  employees and
INVITEES (COLLECTIVELY, "TENANT PARTIES").


     C. TENANT'S WAIVER OF CLAIMS. The Landlord Parties shall not be liable for,
and Tenant waives,  and agrees to indemnify and defend  Landlord,  its trustees,
members, principals, beneficiaries, partners, officers, directors, shareholders,
employees, Mortgagee(s) and agents against,

<PAGE>

all claims for loss or damage to Tenant's business,  or loss, theft or damage to
Tenant's  Property  (DEFINED  IN SECTION  14.A)(including  any loss or damage to
Tenant's  automobiles  or the  contents  thereof  due to  theft,  vandalism,  or
accident) or the property of any person  claiming by,  through or under  Tenant,
except to the extent caused by the  negligence  or willful  misconduct of any of
the  landlord  parties.  Tenant shall  insure  itself  against such losses under
article 14. tenant's indemnities, waivers and obligations to defend contained in
this article 13 are independent of, and will not be limited by each other or any
insurance obligations in this Lease (whether or not complied with).

14.      INSURANCE.

         A. TENANT'S  INSURANCE.  TENANT SHALL MAINTAIN THE FOLLOWING  INSURANCE
("TENANT'S  INSURANCE"),  at its sole cost and expense:  (1) commercial  general
liability insurance applicable to the Premises and its appurtenances  providing,
on an occurrence basis, a minimum combined single limit of $5,000,000  (coverage
in excess of $1,000,000 may be provided by way of an  umbrella/excess  liability
policy);  (2) special form (formerly "all risk") property  insurance,  including
flood and  earthquake,  covering  all of  Tenant's  trade  fixtures,  equipment,
furniture and other personal property WITHIN THE PREMISES ("TENANT'S  PROPERTY")
in the  amount  of the  full  replacement  cost  thereof;  (3)  business  income
(formerly "business interruption") insurance written on an actual loss sustained
form or with  sufficient  limits  to  address  reasonably  anticipated  business
interruption  losses; (4) business  automobile  liability insurance to cover all
owned,  hired and nonowned  automobiles  owned or operated by Tenant providing a
minimum combined single limit of $1,000,000; (5) workers' compensation insurance
as required by the state in which the  Premises is located and in amounts as may
be  required  by  applicable   statute  (provided,   however,   if  no  workers'
compensation  insurance is  statutorily  required,  Tenant shall carry  workers'
compensation  insurance in a minimum  amount of  $500,000);  and (6)  employer's
liability  insurance  in an  amount of at least  $500,000  per  OCCURRENCE.  Any
company underwriting any of tenant's insurance shall have an a.m. best insurance
guide rating of not less than A- and a Financial  Size Category of not less than
VIII.  All  commercial  general  liability  and  business  automobile  liability
insurance policies shall name Landlord (or any successor);  Landlord's Mortgagee
(if any), and their  respective  members,  principals,  beneficiaries,  partners
officers,  directors,  employees, and agents, and other designees of Landlord as
the interest of such designees shall appear, as "additional  insureds" and shall
be primary with Landlord's  policy being secondary and  noncontributory.  If any
aggregate  limit is  reduced  because  of losses  paid to below 75% of the limit
required by this Lease, Tenant will notify Landlord in writing within 10 days of
the  date of  reduction.  All  policies  of  Tenant's  Insurance  shall  contain
endorsements  that the insurer(s) shall give Landlord and its designees at least
30 days' advance  written  notice of any change,  cancellation,  termination  or
lapse  of  insurance.  Tenant  shall  provide  Landlord  with a  certificate  of
insurance and all required  endorsements  evidencing Tenant's Insurance prior to
the  earlier to occur of the  Commencement  Date or the date  Tenant is provided
with  possession  of the Premises for any reason,  and upon renewals at least 10
days  prior  to  the  expiration  of the  insurance  coverage.  All of  Tenant's
Insurance  policies,  endorsements  and  certificates  will be on forms and with
deductibles  and  self-insured  retention,  if  any,  reasonably  acceptable  to
Landlord.  The limits of Tenant's  insurance shall not limit Tenant's  liability
under this Lease.



<PAGE>
     B. LANDLORD'S  INSURANCE.  Landlord shall maintain:  (1) commercial general
liability insurance applicable to the Property which provides,  on an occurrence
basis,  a minimum  combined  single limit of  $5,000,000  (coverage in excess of
$1,000,000 may be provided by way of an umbrella/excess  liability policy);  and
(2) special form (formerly "all risk") property insurance on the Building in the
amount of the replacement cost thereof, as reasonably estimated by Landlord. The
foregoing  insurance and any other insurance carried by Landlord may be effected
by a policy or policies of blanket  insurance  and shall be for the sole benefit
of Landlord and under Landlord's sole control.  Consequently,  Tenant shall have
no right or claim to any proceeds thereof or any other rights thereunder.



OF ANY LANDLORD  PARTIES OR THE NEGLIGENCE OF ANY TENANT PARTIES,  which loss or
damage is (or would have been,  had the  insurance  required  by this Lease been
maintained) covered by insurance.

16.      CASUALTY DAMAGE.

         A.  REPAIR  OR  TERMINATION  BY  LANDLORD.  If all or any  part  of the
Premises are damaged by fire or other casualty,  Tenant shall immediately notify
Landlord in writing.  Landlord  shall have the right to terminate this Lease if:
(1) the Building shall be damaged so that, in Landlord's  judgment,  substantial
alteration or  reconstruction  of the Building shall be required (whether or not
the Premises have been damaged); (2) Landlord is not permitted by Law to rebuild
the  Building  in  substantially  the same form as  existed  before  the fire or
casualty; (3) the Premises have been materially damaged and there is less than 2
years  of the Term  remaining  on the date of the  casualty;  (4) any  Mortgagee
requires that the  insurance  proceeds be applied to the payment of the mortgage
debt; or (5) an uninsured loss of the Building occurs notwithstanding Landlord's
compliance with SECTION 14.B above. Landlord may exercise its right to terminate
this Lease by notifying  Tenant in writing  within 90 days after the date of the
casualty.  If Landlord  does not  terminate  this Lease under THIS SECTION 16.A,
Landlord  shall  commence  and proceed with  reasonable  diligence to repair and
restore the Building and/or the Premises to substantially  the same condition as
existed immediately prior to the date of damage; provided however, that Landlord
shall only be required to reconstruct  building standard leasehold  improvements
existing in the Premises as of the date of damage,  and Tenant shall be required
to pay the cost for restoring any other leasehold  improvements.  However, in no
event  shall  Landlord be  required  to spend more than the  insurance  proceeds
received by Landlord.



         B.  TIMING  FOR  REPAIR;  TERMINATION  BY EITHER  PARTY.  If all or any
portion  of the  Premises  is  damaged  as a result  of fire or other  casualty,
Landlord  shall,  with  reasonable  promptness,  cause an  architect  or general
contractor  selected by Landlord to provide  Landlord  and Tenant with a written
estimate of the amount of time required to substantially complete the repair and
restoration  of  the  premises,  using  standard  working  methods  ("COMPLETION
ESTIMATE").  If the Completion  estimate  indicates that the premises  cannot be
repaired and restored within 5 days from the date of damage,  then regardless of
anything  in section  16.A above to the  contrary,  either  party shall have the
right to  terminate  this  Lease by giving  written  notice to the other of such
election  within 10 days  after  receipt  of the  Completion  Estimate.  Tenant,
however, shall not have the right to terminate this

<PAGE>

Lease if the fire or  casualty  was  caused  by the  negligence  or  intentional
misconduct of any of the Tenant parties.  If neither party terminates this lease
under this section 16.B,  then Landlord shall repair and restore the premises in
accordance with, and subject to the limitations of, section 16.a.

         C.  ABATEMENT.  In the event a  material  portion  of the  Premises  is
damaged as a result of a fire or other  casualty,  the Base Rent shall abate for
the  portion  of the  Premises  that is  damaged  and not used by  Tenant  until
substantial  completion  of the repairs and  restoration  required to be made BY
landlord pursuant to section 16.A.  Landlord shall not be liable for any loss or
damage to Tenant's  Property or to the  business of Tenant  resulting in any way
from the fire or  other  casualty  or from the  repair  and  restoration  of the
damage.  Landlord and Tenant hereby waive the  provisions of any Law relating to
the matters  addressed in this Article,  and agree that their respective  rights
for  damage  to or  destruction  of the  Premises  shall be  those  specifically
provided in this Lease.

17.  CONDEMNATION.  Either  party may  terminate  this Lease if the whole or any
material  part  of the  Premises  are  taken  or  condemned  for any  public  or
quasi-public  use under Law,  by  eminent  DOMAIN OR  PRIVATE  PURCHASE  IN LIEU
THEREOF (A "TAKING"). Landlord shall also have the right to terminate this Lease
if there is a Taking of any  portion of the  Building  or  Property  which would
leave the remainder of the Building  unsuitable for use as an office building in
a manner  comparable  to the  Building's  use prior to the  Taking.  In order to
exercise  its right to terminate  this Lease under THIS ARTICLE 17,  Landlord or
Tenant,  as the case may be, must provide  written  notice of termination to the
other within 45 days after the  terminating  party first receives  notice of the
Taking.  Any such  termination  shall be  effective  as of the date the physical
taking be the  property  of  Landlord,  any  right to  receive  compensation  or
proceeds being expressly waived by Tenant.  However,  Tenant may file a separate
claim at its sole cost and expense for Tenant's Property and Tenant's reasonable
relocation  expenses,  provided  the filing of such claim does not  diminish the
award which would otherwise be receivable by Landlord.

18.      EVENTS OF DEFAULT. Tenant shall be considered to be in default of  this
Lease upon the occurrence of any of the following events of default:

         A.       Tenant's failure to pay  when  due  all  or any portion of the
 rent ("MONETARY DEFAULT").

         B.       Tenant's failure  to perform  any of the obligations of Tenant
in the manner set forth IN ARTICLES 14,23,24 OR 25 (A "TIME SENSITIVE DEFAULT").

         C. Tenant's  failure (other than a Monetary Default or a Time Sensitive
Default) to comply with any term,  provision  or covenant of this Lease,  if the
failure is not cured within 10 days after written notice to Tenant.  However, if
Tenant's  failure to comply cannot  reasonably  be cured within 10 days,  Tenant
shall be allowed  additional  time (not to exceed an  additional  10 days) as is
reasonably  necessary  to cure the failure so long as: (1) Tenant  commences  to
cure the failure within the 10 day period following  Landlord's  initial written
notice,  and (2) Tenant diligently pursues a course of action that will cure the
failure and bring Tenant back into compliance with this Lease.

<PAGE>

However,  if  Tenant's  failure to comply  creates a  hazardous  condition,  the
failure  must be cured  immediately  upon  notice to  Tenant.  In  addition,  if
Landlord provides Tenant with notice of Tenant's failure to comply with the same
specific  term,  provision  or  covenant  of this  Lease  on more  than  two (2)
occasions during any 12 month period,  Tenant's subsequent violation of the same
term,  provision or covenant shall, at Landlord's option, be deemed an incurable
event of default by Tenant.

         D. Tenant or any  Guarantor  becomes  insolvent,  files a petition  for
protection  under the U.S.  Bankruptcy  Code (or  similar  Law) or a petition is
filed  against  Tenant or any  Guarantor  under  such Laws and is not  dismissed
within  45 days  after the date of such  filing,  makes a  transfer  in fraud of
creditors  or makes an  assignment  for the benefit of  creditors,  or admits in
writing its inability to pay its debts when due.

         E. The leasehold estate is taken by process or operation of Law.

         F. In the case of any  ground  floor or  retail  tenant,  or any  other
tenant whose space is visible  from the Common Areas or elevator  lobby areas of
the Building, Tenant does riot take possession of, or abandons or vacates all or
a substantial portion of the Premises.

         G. Tenant  is  in  default  beyond any notice and cure period under any
other lease or agreement  with  Landlord,  including  any lease or agreement for
parking.

19.      REMEDIES.

         A.       LANDLORD'S REMEDIES. Upon any default, Landlord shall have the
right without notice or demand  (EXCEPT AS PROVIDED IN ARTICLE 18) to pursue any
of its rights and  remedies at Law or in equity,  including  any  one or more of
the  following remedies:

         (1)      Terminate this Lease,  in which case Tenant shall  immediately
                  surrender  the  Premises  to  Landlord.  If  Tenant  fails  to
                  surrender  the  Premises,  Landlord  may, in  compliance  with
                  applicable  Law and  without  prejudice  to any other right or
                  remedy,  enter upon and take  possession  of the  Premises and
                  expel and remove  Tenant.  Tenant's  Property  and any parties
                  occupying  all or any part of the  Premises.  Tenant shall pay
                  Landlord on demand the amount of all past due Rent,  all Costs
                  of  Reletting  (defined  below ) and any  deficiency  that may
                  arise from  reletting  or the  failure to relet the  Premises.
                  "COSTS OF  RELETTING"  shall include  commercially  reasonable
                  costs,  losses and expenses  incurred by Landlord in reletting
                  all or


         (2)      Terminate  Tenant's  right to  possession  of the Premises and
                  change the locks, without judicial process, and, in compliance
                  with  applicable  Law,  expel  and  remove  Tenant,   Tenant's
                  Property  and any  parties  occupying  all or any  part of the
                  Premises.  If LANDLORD  TERMINATES  TENANT'S POSSESSION OF THE
                  PREMISES  UNDER THIS SECTION  19.A(2),  Landlord shall have no
                  obligation  to post any  notice  and  Landlord  shall  have no
                  obligation  whatsoever to tender to Tenant a key for new locks
                  installed in the

<PAGE>

                  Premises  Landlord may (but shall not be  obligated  to) relet
                  all or any part of the Premises, without notice to Tenant, for
                  a term that may be  greater  or less than the  balance  of the
                  Term and on such  conditions  (which may include  concessions,
                  free rent and  alterations  of the Premises) and for such uses
                  as  Landlord  in  its  absolute  discretion  shall  determine.
                  Landlord  may collect  and receive all rents and other  income
                  from the  reletting.  Tenant  shall pay Landlord on demand all
                  past due  Rent,  all  Costs of  Reletting  and any  deficiency
                  arising from the  reletting or failure to relet the  Premises.
                  Landlord shall not be responsible or liable for the failure to
                  relet all or any part of the  Premises  or for the  failure to
                  collect any Rent.  The re-entry or taking of possession of the
                  Premises  shall not be construed as an election by Landlord to
                  terminate this Lease unless a written notice of termination of
                  this Lease is given to Tenant.



         (3)      CURE SUCH EVENT OF DEFAULT  FOR  TENANT  AT  TENANT'S  EXPENSE
                 (PLUS A 6% administrative fee).


         (4)      Withhold or suspend  payment of sums Landlord would  otherwise
                  be  obligated  to pay to Tenant  under this Lease or any other
                  agreement.

         (5)      Require  all future  payments to be made by  cashier's  check,
                  money order or wire transfer after the first time any check is
                  returned for  insufficient  funds,  or the second time any sum
                  due hereunder is more than five (5) days late.

         (6)      IN LIEU OF  CALCULATING  DAMAGES  UNDER  SECTIONS  19.A(1)  OR
                  19.A(2)  above,  Landlord  may elect to receive as damages the
                  sum of (a) all Rent accrued through the date of termination of
                  this Lease or Tenant's right to possession,  and (b) an amount
                  equal to the total Rent that Tenant  would have been  required
                  to pay for the  remainder  of the Term  discounted  to present
                  value at the Prime Rate (defined below) then in effect,  minus
                  the then  present  fair rental  value of the  Premises for the
                  remainder of the Term, similarly  discounted,  after deducting
                  all anticipated Costs of Reletting.  For PURPOSES HEREOF,  THE
                  "PRIME  RATE" shall be the per annum  interest  rate  publicly
                  announced by a federally  insured bank selected by Landlord in
                  the state in which the  Building  is  located  as such  bank's
                  prime or base rate.

         (7)      Recover  such other  amounts in  addition to or in lieu of the
                  foregoing as may be permitted  from time to time by applicable
                  Law,  including  any  other  amount  necessary  to  compensate
                  Landlord for all the detriment  proximately caused by Tenant's
                  failure to perform its  obligations  under this Lease or which
                  in the  ordinary  course of  events  would be likely to result
                  therefrom.  Tenant shall hold Landlord, its trustees, members,
                  principals,  beneficiaries,   partners,  officers,  directors,
                  shareholders, employees, Mortgagee(s) and agents harmless from
                  and indemnify and defend such parties against, all liabilities
                  obligations,   damages,  penalties,  claims,  actions,  costs,
                  charges and expenses, including reasonable attorneys' fees and
                  other professional  fees, which may be imposed upon,  incurred
                  by or asserted  against any of such  indemnified  parties that
                  arise out of or in connection with a breach of this Lease,

<PAGE>

                  specifically  including any  violation of  applicable  Laws or
                  Contamination  (defined  IN  ARTICLE  30)  caused  by a Tenant
                  Party.

     B. TENANT NOT RELIEVED FROM LIABILITIES.  Unless expressly provided in this
Lease,  the repossession or re-entering of all or any part of the Premises shall
not relieve Tenant of its liabilities and obligations under this Lease. No right
or remedy of Landlord  shall be  exclusive  of any other  right or remedy.  Each
right and remedy  shall be  cumulative  and in  addition  to any other right and
remedy now or



Lease, to the extent they are considered  interest under  applicable Law, exceed
the maximum lawful rate of interest. Receipt by Landlord of Tenant's keys to the
Premises shall not constitute an acceptance or surrender of the Premises.

         C. MITIGATION OF DAMAGES. Upon termination of Tenant's right to possess
the  Premises,  Landlord  shall,  only  to  the  extent  required  by  Law,  use
objectively  reasonable  efforts to mitigate  damages by reletting the Premises.
Landlord  shall not be deemed to have  failed to do so if  Landlord  refuses  to
lease the Premises to a  prospective  new tenant with  respect to whom  Landlord
would be ENTITLED TO WITHHOLD ITS CONSENT  PURSUANT TO SECTION  11.A, or who (1)
is an affiliate,  parent or subsidiary of Tenant;  (2) is not  acceptable to any
Mortgagee of Landlord;  (3) requires  improvements to the Premises to be made at
Landlord's  expense;  or (4) is unwilling to accept lease terms then proposed by
Landlord, including: (a) leasing for a shorter or longer term than remains under
this Lease; (b)  re-configuring  or combining the Premises with other space, (c)
taking all or only a part of the  Premises;  and/or (d)  changing the use of the
Premises.  Notwithstanding  Landlord's  duty to mitigate its damages as provided
herein,  Landlord  shall not be  obligated  to give any  priority  to  reletting
Tenant's  space in  connection  with its leasing of space in the Building or any
complex of which the Building is a part.

D. LANDLORD'S  LIEN. To secure  Tenant's  obligations  under this Lease,  Tenant
grants Landlord a contractual  security  interest on all of Tenant's  furniture,
fixtures  and  equipment  now or  hereafter  situated  in the  Premises  and all
proceeds therefrom,  including insurance proceeds (collectively,  "COLLATERAL").
No  Collateral  shall be removed  from the  Premises  without  Landlord's  prior
written consent until all of Tenant's obligations are fully satisfied (except in
the ordinary  course of business and then only if replaced with items of same or
greater  value and  quality).  Upon any event of default,  Landlord  may, to the
fullest extent  permitted by Law and in addition to any other remedies  provided
herein,  enter upon the Premises and take  possession of any Collateral  without
being held  liable for  trespass or  conversion,  and sell the same at public or
private  sale,  after giving  Tenant at least 5 days written  notice (or more if
required  by Law) of the time and place of such  sale.  Such  notice may be sent
with or without return receipt requested. Unless prohibited by Law, any Landlord
Party may purchase any  Collateral  at such sale.  The proceeds  from such sale,
less  Landlord's  expenses,  including  reasonable  attorneys'  fees  and  other
expenses,  shall be credited against Tenant's obligations.  Any surplus shall be
paid to Tenant (or as  otherwise  required by Law) and any  deficiency  shall be
paid by Tenant to Landlord upon demand.  Upon request.  Tenant shall execute and
deliver to Landlord a financing  statement  sufficient  to perfect the foregoing
security interest, or

<PAGE>

Landlord may file  a copy  of this Lease as  a financing statement, as permitted
under Law

20. LIMITATION OF LIABILITY.  Notwithstanding anything to the contrary contained
in this Lease,  the  liability of Landlord  (and of any  successor  Landlord) to
Tenant (or any person or entity  claiming by,  through or under Tenant) shall be
limited to the interest of Landlord in the Property. Tenant shall look solely to
Landlord's  interest in the  Property  for the recovery of any judgment or award
against Landlord.  No Landlord Party shall be personally liable for any judgment
or  deficiency.  Before filing suit for an alleged  default by Landlord,  Tenant
shall give Landlord and the Mortgagee(s) (defined IN ARTICLE 25) WHOM TENANT HAS
BEEN NOTIFIED HOLD MORTGAGES  (DEFINED IN ARTICLE 25) on the Property,  Building
or Premises,  notice and  reasonable  time to cure the alleged  default.  Tenant
hereby waives all claims against all Landlord Parties for consequential, special
or punitive  damages  allegedly  suffered by any Tenant Parties,  including lost
profits and business interruption.

21. NO WAIVER. Neither party's failure to declare a default immediately upon its
occurrence or delay in taking action for a default shall  constitute a waiver of
the default,  nor shall it constitute an estoppel.  Neither  party's  failure to
enforce  its  rights for a default  shall  constitute  a waiver of that  party's
rights regarding any subsequent default.

22.      TENANT'S RIGHT TO POSSESSION. Provided  Tenant pays  the Rent and fully
performs all of its other covenants  and  agreements  under  this Lease,  Tenant
shall have the right to occupy the  Premises  without  hindrance  from  Landlord
or any person  lawfully claiming through Landlord, subject to the terms of this

??



23.  RELOCATION.  Landlord  may,  upon 60 days  notice to Tenant,  relocate  the
Premises to any other PREMISES WITHIN THE BUILDING ( "RELOCATED  PREMISES") ON A
DATE OF RELOCATION (THE  "RELOCATION  DATE")  specified  therein.  The Relocated
Premises  shall  in all  respects  be  substantially  the  same  or  better,  as
reasonably  determined by Landlord, in area, finish, and appropriateness for the
Permitted  Use.  In such event,  all  reasonable  expenses of moving  Tenant and
decorating  the  Relocated   Premises  with  substantially  the  same  leasehold
improvements  shall be at the expense of Landlord,  including the physical move,
relocating  Tenant's  existing  telephone  equipment  and other  costs set forth
below. All moving costs  (including the cost to relocate  phones,  computers and
other systems of similar nature), all costs of reprinting stationery,  cards and
other printed  material bearing Tenant's address at the Premises if such address
changes due to the relocation (but only the quantity existing  immediately prior
to the relocation) and all other out-of-pocket costs directly incurred by Tenant
in connection with relocation to the Relocated  Premises,  including  reasonable
decorating and design costs,  shall be paid by Landlord  within thirty (30) days
after receipt of third-party  invoices  therefor.  Tenant shall have the option,
effective is of the Relocation Date,  either to enter into an appropriate  lease
amendment  relocating  the Premises,  or to terminate  this Lease,  which option
shall be  exercised  WITHIN 7 Business  Days  following  receipt  of  Landlord's
relocation notice.  Failure of Tenant to choose either option within such period
shall constitute  Tenant's election to relocate.  If Tenant elects (or is deemed
to have  elected)  to  relocate,  Landlord  shall  have the option to tender the
Relocated PREMISES TO TENANT ON ANY DATE WITHIN A 8 day period prior to or after
the  Relocation  Date,  in which event the date of tender of  possession  of the
Relocated Premises shall become the Relocation

<PAGE>



DATE. FROM THE RELOCATION DATE THROUGH THE EXPIRATION  DATE, THE BASE RENT 9 for
the Relocated Premises shall be the same as for the original Premises.  Tenant's
failure to vacate  the  Premises  and move into the  Relocated  Premises  on the
Relocation Date shall constitute a Time Sensitive Default.



24. HOLDING OVER. EXCEPT FOR ANY PERMITTED OCCUPANCY BY TENANT UNDER ARTICLE 29,
if Tenant or any party  claiming by through or under  Tenant  fails to surrender
the  Premises  at the  expiration  or earlier  termination  of this  Lease,  the
continued  occupancy of the Premises  shall be that of a tenancy at  sufferance.
Tenant shall pay an amount (on a per month basis  without  reduction for partial
months during the holdover)  equal to 200% of the greater of: (1) the sum of the
Base Rent and Tenant's Pro Rata Share of Excess  Operating  Expenses due for the
period immediately  preceding the holdover;  or (2) the fair market gross rental
for the Premises as reasonably  determined by Landlord.  Tenant shall  otherwise
continue  to be subject to all of  Tenant's  obligations  under this  Lease.  No
holdover  by  Tenant  or  payment  by  Tenant  after  the  expiration  or  early
termination  of this  Lease  shall be  construed  to extend  the Term or prevent
Landlord  from  immediate  recovery  of  possession  of the  Premises by summary
proceedings  or  otherwise.  In addition to the payment of the amounts  provided
above,  if Landlord  is unable to deliver  possession  of the  Premises to a new
tenant,  or to perform  improvements  for a new tenant,  as a result of Tenant's
holdover and Tenant fails to vacate the Premises  within 15 days after  Landlord
notifies  Tenant of  Landlord's  inability  to  deliver  possession,  or perform
improvements,  such failure shall constitute a Time Sensitive Default hereunder;
and Tenant shall be liable to Landlord for, and shall protect  Landlord from and
indemnify and defend  Landlord  against,  all losses and damages,  including any
claims made by any succeeding tenant resulting from such failure to vacate,  and
any consequential damages that Landlord suffers from the holdover.



25. SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.  Tenant accepts this Lease
subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or
other lien(s) now or  subsequently  affecting the Premises,  the Building or the
Property,  and to renewals,  modifications,  refinancings AND EXTENSIONS THEREOF
(COLLECTIVELY,  A "MORTGAGE").  The party having the benefit of a Mortgage shall
BE REFERRED TO AS A "MORTGAGEE." This clause shall be  self-operative,  but upon
request  from a  Mortgagee,  Tenant  shall  execute  a  commercially  reasonable
subordination  agreement  in  favor  of the  Mortgagee.  In lieu of  having  the
Mortgage be superior to this Lease, a Mortgagee shall have the right at fly time
to   subordinate   its   Mortgage   to   this   Lease.   If   requested   by   a
successor-in-interest  to all or a part of  Landlord's  interest  in this Lease,
Tenant shall, without charge, attorn to the SUCCESSOR-IN-INTEREST. TENANT SHALL,
WITHIN 5 10 after  receipt  of a written  request  from  Landlord,  execute  and
deliver an estoppel  certificate to those parties as are reasonably requested by
Landlord  (including  a  Mortgagee  or  prospective  purchaser).   The  estoppel
certificate  shall include a statement  certifying that this Lease is unmodified
(except as identified in the estoppel certificate) and in full force and effect,
describing   the  dates  to  which  Rent  and  other  charges  have  been  paid,
representing  that, to the best of Tenant's  knowledge,  there is no default (or
stating with specificity the nature of the alleged default) and certifying other
matters with respect to this Lease that may  reasonably be  REQUESTED.  TENANT'S
FAILURE TO PROVIDE ANY  ESTOPPEL  CERTIFICATE  WITHIN THE 5 11 period  specified
ABOVE,  AND THE CONTINUATION OF SUCH FAILURE FOR A PERIOD OF 5 12 after Landlord
delivers a second  written  notice  requesting  same,  shall  constitute  a Time
Sensitive Default under this Lease.



<PAGE>

26.  ATTORNEYS'  FEES.  If either party  institutes a suit against the other for
violation of or to enforce any covenant or condition of this Lease, or if either
party intervenes in any suit in which the other is a party to enforce or protect
its  interest or rights,  the  prevailing  party shall be entitled to all of its
costs and expenses, including reasonable attorneys' fees.

27. NOTICE. IF A DEMAND,  REQUEST,  APPROVAL,  CONSENT OR NOTICE (COLLECTIVELY A
"NOTICE")  shall or may be given to either party by the other,  the notice shall
be in writing and delivered by hand or sent by registered or certified mail with
return receipt requested,  or sent by overnight or same day courier SERVICE,  OR
SENT BY FACSIMILE,  AT THE PARTY'S  RESPECTIVE  NOTICE  ADDRESS(ES) SET FORTH IN
ARTICLE 1,  except that if Tenant has  vacated  the  Premises  (or if the Notice
Address  for Tenant is other than the  Premises,  and  Tenant has  vacated  such
address)  without  providing  Landlord a new Notice Address,  Landlord may serve
notice in any manner  described in this Article or in any other manner permitted
by Law.  Each  notice  shall be  deemed to have  been  received  or given on the
earlier  to  occur  of  actual  delivery  (which,  in the  case of  delivery  by
facsimile,  shall be deemed to occur at the time of  delivery  indicated  on the
electronic confirmation of the facsimile) or the date on which delivery is first
refused,  or, if Tenant has vacated the Premises or the other Notice  Address of
Tenant without  providing a new Notice  Address,  three (3) days after notice is
deposited  in the U.S.  mail or with a courier  service in the manner  described
above.  Either party may, at any time,  change its Notice  Address by giving the
other party  written  notice of the new address in the manner  described in this
Article.

28. RESERVED  RIGHTS.  This Lease does not grant any rights to light or air over
or about the Building.  Landlord excepts and reserves  exclusively to itself the
use of: (A)  roofs,  (B)  telephone,  electrical  and  janitorial  closets,  (C)
equipment rooms,  Building risers or similar areas that are used by Landlord for
the  provision  of Building  services,  (D) rights to the land and  improvements
below the floor of the Premises,  (E) the  improvements and air rights above the
Premises,  (F) the improvements and air rights outside the demising walls of the
Premises, (G) the areas within the Premises used for the installation of utility
lines and other  installations  serving  occupants of the Building,  and (H) any
other areas  designated  from time to time by  Landlord as service  areas of the
Building.  Landlord  has the right to change  the  Building's  name or  address.
Landlord  also has the right to make such  other  changes  to the  Property  and
Building as Landlord deems  appropriate,  provided the changes do not materially
affect  Tenant's  ability to use the Premises for the  Permitted  Use.  Landlord
shall  also have the right (but not the  obligation)  to  temporarily  close the
Building if Landlord  reasonably  determines that there is an imminent danger of
significant damage to the Building or of personal injury to Landlord's employees
or the  occupants  of the Building The  circumstances  under which  Landlord may
temporarily  close the Building shall include,  without  limitation,  electrical
interruptions,  hurricanes  and civil  disturbances.  A closure of the  Building
under such  circumstances  shall not  constitute  a  constructive  eviction  nor
entitle Tenant to an abatement or reduction of Rent

29.  SURRENDER  OF PREMISES.  ALL  IMPROVEMENTS  TO THE PREMISES  (COLLECTIVELY,
"LEASEHOLD  IMPROVEMENTS")  shall be owned by Landlord and shall remain upon the
Premises  without   compensation  to  Tenant.   At  the  expiration  or  earlier
termination of this Lease or Tenant's  right of possession,  Tenant shall remove
Tenant's  Removable  Property  (defined  below) from the Premises,  and quit and
surrender the Premises to Landlord,  broom clean,  and in good order,  condition
and

<PAGE>



REPAIR,  ORDINARY WEAR AND TEAR  EXCEPTED.  AS USED HEREIN,  THE TERM  "TENANT'S
REMOVABLE  PROPERTY"  shall mean:  (A) Cable  installed by or for the benefit of
Tenant and located in the Premises or other  PORTIONS OF THE  BUILDING;  (B) ANY
LEASEHOLD  IMPROVEMENTS  13 that are  performed  by or for the benefit of Tenant
and, in  Landlord's  reasonable  judgment,  are of a nature  that would  require
removal and repair costs that are materially in excess of the removal and repair
costs associated with standard OFFICE  IMPROVEMENTS  ("SPECIAL  INSTALLATIONS");
AND (C)  TENANT'S If Tenant fails to remove any of Tenant's  REMOVABLE  PROPERTY
within 2 days  after  the  termination  of this  Lease or of  Tenant's  right to
possession,  Landlord, at Tenant's sole cost and expense, shall be entitled (but
not obligated) to remove and store Tenant's Removable  Property.  Landlord shall
not be  responsible  for the value,  preservation  or  safekeeping  of  Tenant's
Removable  Property.  Tenant shall pay Landlord,  upon demand,  the expenses and
storage charges incurred for Tenant's Removable Property.  To the fullest extent
permitted by applicable Law, any unused portion of Tenant's Security Deposit may
be applied to offset  Landlord's costs set forth in the preceding  sentence.  In
addition,  if  Tenant  fails to  remove  Tenant's  Removable  Property  from the
Premises or storage,  as the case may be, within 30 days after  written  notice,
Landlord  may  deem  all  or any  part  of  Tenant's  Removable  Property  to be
abandoned,  and title to TENANT'S REMOVABLE PROPERTY (EXCEPT WITH RESPECT TO ANY
HAZARDOUS  MATERIAL(DEFINED  IN ARTICLE  30)) SHALL BE DEEMED TO BE  IMMEDIATELY
VESTED IN  LANDLORD.  Tenant's  Removable  Property  shall be  removed by Tenant
before the Expiration Date;  provided that upon Landlord's prior written consent
(which must be requested by Tenant at least 30 days in advance of the Expiration
Date and which  shall not be  unreasonably  withheld),  Tenant may remain in the
Premises  for up to 5 days  after the  Expiration  Date for the sole  purpose of
removing Tenant's Removable  Property.  Tenant's  possession of the Premises for
such purpose shall be subject to all of the terms and  conditions of this Lease,
including the  obligation to pay Base Rent and Tenant's Pro Rata Share of Excess
Operating  Expenses on a per diem basis at the rate in effect for the last month
of the Term. In the event this Lease is terminated PRIOR TO THE EXPIRATION DATE,
TENANT'S REMOVABLE PROPERTY shall be removed by Tenant on or before such earlier
date of  termination.  Tenant shall repair damage caused by the  installation or
removal of TENANT'S REMOVABLE PROPERTY 14.



30. HAZARDOUS  MATERIALS.  NO HAZARDOUS  MATERIAL (DEFINED BELOW) (EXCEPT FOR DE
MINIMIS  quantities of household  cleaning  products and office supplies used in
the ordinary course of Tenant's business at the Premises and that are used, kept
and disposed of in compliance  with Laws) shall be brought upon,  used,  kept or
disposed of in or about the  Premises or the  Property by any Tenant  Parties or
any of Tenant's  transferees,  contractors or licensees without Landlord's prior
written  consent,  which consent may be withheld in Landlord's sole and absolute
discretion. Tenant's request for such consent shall include a representation and
warranty by Tenant that the  Hazardous  Material in question (A) is necessary in
the  ordinary  course of  Tenant's  business,  and (B)  shall be used,  kept and
disposed of in compliance with all Laws. If Contamination (defined below) occurs
as a result of an act or  omission of any Tenant  Party,  Tenant  shall,  at its
expense,  promptly take all actions  necessary to comply with Laws and to return
the  Premises,  the  Building,  the  Property  and/or any  adjoining or affected
property to its  condition  prior to such  Contamination,  subject to Landlord's
prior written approval of Tenant's  proposed  methods,  times and procedures for
remediation. Tenant

<PAGE>



shall provide Landlord reasonably  satisfactory evidence that such actions shall
not adversely affect any Landlord Party or contaminated  property.  Landlord may
require  that a  representative  of Landlord be present  during any such actions
and/or that such actions be taken after business  hours. If Tenant fails to take
and diligently prosecute any necessary  remediation actions within 30 days after
written  notice  from  Landlord  or an  authorized  governmental  agency (or any
shorter period  required by any  governmental  agency) that such  remediation is
required,  Landlord may take such actions and Tenant  SHALL  REIMBURSE  LANDLORD
THEREFOR,  PLUS A 15 administrative  fee, within 30 days of Landlord's  INVOICE.
FOR PURPOSES OF THIS ARTICLE 30, A "HAZARDOUS MATERIAL" is any substance (Y) the
presence  of  which   requires,   or  may   hereafter   require,   notification,
investigation  or  remediation  under any Laws; or (Z) which is now or hereafter
defined,  listed or  regulated  by any  governmental  authority  as a "hazardous
waste",   "extremely  hazardous  waste",   "solid  waste",   "toxic  substance",
"hazardous  substance",   "hazardous  material"  or  "regulated  substance",  or
otherwise  regulated  under  any Laws.  "CONTAMINATION"  means  any  release  or
disposal of a Hazardous  Material in, on, under,  at or from the  Premises,  the
Building  or  the  Property  which  may  result  in  any  liability,  fine,  use
restriction,  cost recovery lien, remediation requirement or other government or
private party action or imposition affecting any Landlord Party. For purposes of
this Lease, claims arising from Contamination shall include,  but not be limited
to,  diminution in value,  restrictions on use, adverse impact on leasing space,
and all costs of site investigation, remediation, removal and restoration

??

Environmental Services, Inc. dated August 2, 1999, and a limited asbestos survey
performed by LAW Engineering and Environmental  Services, Inc. dated January 31,
2000, non-friable  ASBESTOS-CONTAINING  MATERIALS ARE PRESENT IN THE BUILDING IN
(I) RED AIR DUCT SEALANT IN THE 6TH AND 10TH FLOOR MECHANICAL  ROOMS;  (II) PIPE
LAGGING  SEALANT IN THE 5TH AND 6TH floor  mechanical  rooms;  (iii) black FLOOR
TILE MASTIC ON THE 2ND FLOOR  FREIGHT  ELEVATOR  AND 6TH AND 8TH floor  elevator
landings;  (iv) resilient  flooring  mastic  located in the telephone  equipment
rooms on floors 3-10; and (v) floor tile on the 6TH FLOOR; (VI) MIRROR MASTIC ON
THE 6TH  FLOOR;  (VII) AND DUCT  SEALANT ON THE 6TH  floor.  Because  any tenant
alterations  or other work in the  Premises  could  disturb such  materials  and
possibly  release  asbestos fibers into the air,  Tenant must obtain  Landlord's
prior written approval before undertaking any such PROJECTS THAT MAY AFFECT SUCH
MATERIALS,  NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN SECTION 9.C or
elsewhere in the Lease.

31.      MISCELLANEOUS.

         A.  GOVERNING  LAW;  JURISDICTION  AND VENUE;  SEVERABILITY;  PARAGRAPH
HEADINGS.  This Lease and the rights and  obligations  of the  parties  shall be
interpreted,  construed and enforced in accordance with the Laws of the state in
which the Building is located.  All obligations under this Lease are performable
in the county or other jurisdiction  where the Building is located,  which shall
be venue for all legal actions.  If any term or provision of this Lease shall to
any extent be invalid or unenforceable, the remainder of this Lease shall not be
affected,  and each  provision  of this Lease shall be valid and enforced to the
fullest  extent  permitted  by Law.  The headings and titles to the Articles and
Sections of this Lease are for convenience  only and shall have no effect on the
interpretation  of any part of this  Lease.  The word  "including"  shall not be
construed restrictively to limit or exclude other items not listed.

<PAGE>

         B.       RECORDING. Tenant  shall  no t record  this  Lease   or    any
memorandum without Landlord's prior written consent.

         C.  FORCE  MAJEURE.  Whenever  a period of time is  prescribed  for the
taking  of an  action  by  Landlord  or  Tenant,  the  period  of  time  for the
performance  of such  action  shall be  extended  by the number of days that the
performance is actually delayed due to strikes,  acts of God, shortages of labor
or materials,  war,  civil  disturbances  and other causes beyond the reasonable
control of the  PERFORMING  PARTY ("FORCE  MAJEURE").  However,  events of Force
Majeure  shall not extend  any  period of time for the  payment of Rent or other
sums payable by either  party or any period of time for the written  exercise of
an option or right by either party.

         D. TRANSFERABILITY;  RELEASE OF LANDLORD. Landlord shall have the right
to transfer and assign,  in whole or in part, all of its rights and  obligations
under this Lease and in the Building  and/or  Property,  and upon such  transfer
Landlord shall be released from any further  obligations  hereunder,  and Tenant
agrees  to  look  solely  to the  successor  in  interest  of  Landlord  for the
performance of such obligations.

         E. BROKERS.  Tenant represents that it has dealt directly with and only
with Kelly Kackley and Alan Gore of the Staubach Company (whose commission shall
be paid by Landlord pursuant to a separate written agreement) in connection with
this Lease.  Tenant and  Landlord  shall each  indemnify  the other  against all
costs,  expenses,  attorneys' fees, liens and other liability for commissions or
other compensation  claimed by any broker or agent claiming the same by, through
or under the indemnifying party, other than those specifically identified above,
if any.

         F. AUTHORITY; JOINT AND SEVERAL LIABILITY. Landlord covenants, warrants
and represents that: (1) each individual executing,  attesting and/or delivering
this Lease on behalf of Landlord is  authorized  to do so on behalf of Landlord;
(2) this  Lease  is  binding  upon and  enforceable  against  Landlord;  and (3)
Landlord is duly organized and legally existing in the state of its organization
and is  qualified to do business in the state in which the Premises are located.
Similarly,  Tenant covenants,  warrants and represents that: (a) each individual
executing,  attesting  and/or  delivering  this  Lease on  behalf  of  Tenant is
authorized  to do so on behalf of Tenant;  (b) this  Lease is  binding  upon and
enforceable against Tenant; and (c) Tenant

??

rights or other  options  granted to Tenant.  This Lease  shall  create only the
relationship of landlord and tenant between the parties,  and not a partnership,
joint  venture  or any other  relationship.  This  Lease and the  covenants  and
conditions  in this Lease shall inure only to the benefit of and be binding only
upon Landlord and Tenant and their permitted successors and assigns.

         H.       SURVIVAL OF OBLIGATIONS.  The  expiration of the Term, whether
by lapse of time or otherwise, shall not relieve either party of any obligations
which accrued prior to or which may continue to accrue after  the  expiration or
early  termination of this  Lease. Without  limiting  the  scope  of  the  prior
sentence,  it is agreed that tenant's obligations under sections 4.A,  4.B,  and
4.C, and under  articles 6, 8, 12, 13, 19,  24,  29  and 30  shall  survive  the
 expiration or early termination of this Lease.

<PAGE>



         I.BINDING EFFECT. Landlord has delivered a copy of this lease to Tenant
for Tenant's review only, and the delivery of it does not constitute an offer to
Tenant or an option.  This Lease shall not be effective against any party hereto
until an original copy of this Lease has been signed by such party and delivered
to the other party.

         J. FULL AGREEMENT;  AMENDMENTS. This Lease contains the parties' entire
agreement regarding the subject matter hereof. All understandings,  discussions,
and  agreements  previously  made  between  the  parties,  written or oral,  are
superseded  by this  Lease,  and  neither  party is relying  upon any  warranty,
statement  or  representation  not  contained  in this Lease.  This Lease may be
modified only by a written agreement signed by Landlord and Tenant. The exhibits
and riders attached hereto are incorporated herein and made a part of this Lease
for all purposes.

         K. TAX WAIVER. Tenant waives all rights pursuant to all Laws to protest
appraised  values  or  receive  notice  of  reappraisal  regarding  the Property
(including  Landlord's personalty),  irrespective  of  whether Landlord contests
same.

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

                  [Remainder of page intentionally left blank]




<PAGE>

Landlord and Tenant have executed this Lease as of the Effective  Date specified
below Landlord's signature.

                                    LANDLORD:

                                    CRESCENT REAL ESTATE FUNDING VIII, L.P., a
                                    Delaware limited partnership

                              By:   CRE Management VIII, LLC, a Delaware limited
                                          liability company, its general partner

                                  By:     Crescent Real Estate Equities, Ltd., a
                                            Delaware corporation, its manager


                                     By:
                                          John L. Zogg, Jr.
                                          Vice President--Leasing and Marketing

                                     TENANT:

                                 PIRANHA, INC.,

                                 a-------------

                                            By:
                                            Name:
                                            Title:



<PAGE>

                                   EXHIBIT A-1

                        OUTLINE AND LOCATION OF PREMISES

                         PALISADES CENTRAL I - FLOOR 4
                    2425 N. CENTRAL EXPWY RICHARDSON, TEXAS


<PAGE>

                                   EXHIBIT A-2

                          LEGAL DESCRIPTION OF PROPERTY

                             FIELD NOTE DESCRIPTION
                                7.347 Acre Tract
                John U. Vance Surveys, Abstract Nos. 1513 and 944
              City of Richardson, Collin and Dallas Counties, Texas

BEING a 7.347 acre tract of land situated in the John U. Vance Surveys, Abstract
Nos. 1513 and 942, City of Richardson,  Collin and Dallas County,  Texas,  being
part of Lot 3, Block A of 2nd Replat of  Palisades  Central,  an addition to the
City of  Richardson  as  recorded  in  Cabinet  F, Pages 268 and 269 of the Plat
Records of Collin County,  Texas (PRCCT) and Volume 85164, Page 2212 of the Deed
Records of Dallas  County,  Texas  (DRDCT),  said  7.347  acre tract  being more
particularly described as follows:

COMMENCING at a 1/2" iron rod with plastic cap found at the  intersection of the
easterly line of Collins  Boulevard  (100'  R.O.W.) with the  northerly  line of
Palisades  Boulevard (60' R.O.W.),  said iron rod being the southwest  corner of
said Lot 3A, Block A of Palisades Central;

THENCE North  89(degree)37'30"  East, along the northerly line of said Palisades
Boulevard,  531.00' to an 'x' found in concrete at the southeast  corner of said
Lot 3A;

THENCE North 00(degree)22'30" West, leaving the northerly line of said Palisades
Boulevard, 230.31' to a P.K. nail found in concrete at the point-of-curvature of
a circular curve to the right having a radius of 250.00';

THENCE  northeasterly along said curve to the right,  through a central angle of
18(degree)40'22", an arc distance of 81.48' and having a chord which bears North
08(degree)57'41"  East,  81.12'  to an 'X'  found on  CONCRETE  AT THE  POINT OF
BEGINNING;

THENCE North 28(degree)58'48" East, 100.00' to a 1/2" iron rod found at the most
easterly  northeast  corner of said Lot 3A and being in a circular  curve to the
left having a radius of 370.00';

THENCE  southeasterly,  along said circular curve to the left, through a central
angle of  29(degree)21'18",  an arc distance of 189.56' and having a chord which
bears South  75(degree)41'47"  East, 187.50' to a 1/2" iron rod with plastic cap
found;

THENCE North  89(degree)37'30"  East, 20.44' to a 1/2" iron rod with plastic cap
found at the  point-of-curvature of a circular curve to the left having a radius
of 250.00';

THENCE  northeasterly  along said curve to the left,  through a central angle of
27(degree)44'44",  an arc  distance  of 121.06'  and having a chord  which bears
North 75(degree)45'08" East, 119.83' to a 5/8" iron rod found;

<PAGE>

THENCE North 45(degree)00'00" West, 207.95' to a point for corner;

THENCE North 45(degree)00'00" East, 35.83' to a 1/2" iron rod found;

THENCE North 45(degree)00'00" West, 114.41' to a 1/2" iron rod found;

THENCE North, 128.12' to an 'X' found in concrete;

THENCE North 45(degree)00'00" East, 278.57' to an 'X' found in concrete;

THENCE  North  45(degree)00'00"  East,  356.01'  to a 5/8"  iron rod  found in a
circular curve to the left having a

??

THENCE South 76(degree)22'50" East, 100.00' to a 1/2" iron rod  with plastic cap
found;

THENCE South 13(degree)37'10" West, 12.21' to a 1/2"  iron rod  with plastic cap
found;

THENCE South  33(degree)40'44"  East, 13.56' to a 1/2" iron rod with plastic cup
found.

THENCE  South  80(degree)58'38"  East,  265.57'  to a 1/2"  iron  rod SET in the
westerly line of U.S. Highway No. 75 (North Central  Expressway,  variable width
R.O.W.), said iron rod being in a circular curve to the right having a radius of
5,579.65';

THENCE  southwesterly  along the westerly  line of said U.S.  Highway No. 75 and
said  curve to the right,  through a central  angle of  01(degree)32'25"  an arc
distance of 150.0' and having a chord which bears South  16(degree)19'17"  West,
149.99' to an "X" found in concrete;

THENCE  North  72(degree)54'31"  West,  leaving the  westerly  line of said U.S.
Highway No. 75, 258.10" to a 1/2" iron rod with plastic cap found;

THENCE South 60(degree)21'19" West, 13.71' to a 1/2" iron with plasticcap found;

THENCE South  13(degree)37'10" West, 152.52' to a 1/2" iron rod with plastic cap
found at the point-of-curvature of a circular curve to the right having a radius
of 1150.00';

THENCE  southwesterly along said curve to the right,  through a central angle of
28(degree)25'00",  an arc  distance  of 570.36'  and having a chord  which bears
South   27(degree)49'39"  West,  564.53'  to  a  1/2"  iron  rod  found  at  the
point-of-curvature of a compound curve to the right having a radius of 350.00';

THENCE  southwesterly along said curve to the right,  through a central angle of
47(degree)35'20",  an arc  distance  of 290.70'  and having a chord  which bears
South 65(degree)49'50" West, 282.42' to a 1/2" iron rod with plastic cap found;

<PAGE>

THENCE South 89(degree)37'30" West, 20.44' to a 1/2" iron with plastic cap found
at the  point-of-curvature  of a circular  curve to the right having a radius of
470.00';

THENCE  northwesterly along said curve to the right,  through a central angle of
29(degree)21'18",  an arc  DISTANCE  OF 240.80'  AND HAVING A CHORD  WHICH BEARS
NORTH  75(DEGREE)41'52"  WEST,  238.17' TO THE POINT OF BEGINNING and containing
7.347 acres or 320.037 square feet of land.

<PAGE>

                                    EXHIBIT B

                              RULES AND REGULATIONS

         1. Sidewalks, doorways, vestibules, halls, stairways, and similar areas
shall not be  obstructed  nor shall refuse,  furniture,  boxes or other items be
placed therein by Tenant or its officers,  agents,  servants, and employees,  or
used for any purpose other than ingress and egress to and from the Premises,  or
for going from one part of the Building to another part of the Building. Nothing
shall be swept or thrown into the corridors, halls, elevator shafts or stairway.
Canvassing, soliciting and peddling in the Building are prohibited.

         2. Plumbing  fixtures and appliances shall be used only for the purpose
for which constructed,  and no unsuitable material shall be placed therein.  Any
stoppage or damage to any such fixtures or appliances from misuse on the part of
Tenant  or  Tenant's  officers,  agents,  contractors,   employees,  guests  and
customers  shall  be paid by  Tenant,  and  Landlord  shall  not in any  case be
responsible therefor.

         3. No signs, directories,  posters, advertisements,  or notices visible
to the public  shall be painted or affixed on or to any of the windows or doors,
or in corridors or other parts of the Building,  except in such color, size, and
style,  and in such places,  as shall be first  approved in writing by Landlord.
Landlord  shall  have the right to remove  all  unapproved  signs,  directories,
posters,  advertisements  or notices without notice to Tenant and at the expense
of Tenant.

         4. Tenant  shall not do, or permit  anything to be done in or about the
Building,  or bring or keep anything therein,  that will in any way increase the
rate of fire or other insurance on the Building,  or on property kept therein or
otherwise  increase  the  possibility  of fire or other  casualty.  No  cooking,
including grills or barbecues,  shall be permitted within the Premises or on any
patio adjoining the Premises.

         5.  Landlord  shall have the power to prescribe the weight and position
of heavy equipment or objects which may overstress any portion of the floor. All
damage done to the Building by the improper  placing of such heavy items will be
repaired at the sole expense of Tenant. Tenant shall notify the Building manager
when safes or other heavy  equipment  are to be taken in or out of the  Building
and the moving  shall be done only after  written  permission  is obtained  from
Landlord on such conditions as Landlord shall require.

         6.       Corridor doors, when not in use, shall be kept closed.

         7. All movement of furniture and equipment into and out of the Building
shall be  scheduled  through  the  Building  manager  and  conducted  outside of
Building  Standard hours.  All deliveries must be made via the service  entrance
and service  elevator,  when  provided,  during  Building  Standard  hours.  Any
delivery  after Building  Standard  hours must be coordinated  with the Building
manager.  When  conditions  are such that Tenant must dispose of crates,  boxes,
etc.,  it will be the  responsibility  of Tenant to  dispose of same prior to or
after Building Standard hours.

<PAGE>

         8.  Tenant  shall  cooperate  with  Landlord's employees in keeping the
Premises neat and clean.

         9.  Tenant  shall  not  cause or  permit  any  improper  noises  in the
Building,  or allow  any  unpleasant  odors to  emanate  from the  Premises,  or
otherwise interfere, injure or annoy in any way other tenants, or persons having
business with them.

         10. No animals shall be  brought into or kept in or about the Building,
except those assisting the disabled.

         11. No machinery of any kind, other  than ordinary office machines such
as copiers, fax machines,

??

         13. No bicycles, motorcycles or similar vehicles will be allowed in the
Building.

         14. No nails, hooks,  or screws (other than those necessary for hanging
artwork, diplomas, posterboards, etc. on interior walls) shall be driven into or
inserted in any part of the Building except as approved by Landlord.

         15.  Landlord has the right to evacuate the Building in the event of an
emergency  or  catastrophe.  Tenant  shall  cause  its  officers,  partners  and
employees  to  participate  in any fire safety or  emergency  evacuation  drills
scheduled by Landlord.

         16. No food and/or  beverages  shall be  distributed  from the Premises
without the prior  written  approval of Landlord,  which  approval  shall not be
unreasonably  withheld  or  delayed.   Tenant  shall  be  permitted  to  install
refrigerators,   microwave  ovens  and  coffee  machines  (but  not  vending  or
dispensing  machines) for the use of its own employees.  No vending  machines or
dispensing machines of any kind will be placed in the Premises by Tenant without
the prior written approval of Landlord.

         17. No  additional  locks  shall be placed  upon any doors  without the
prior written  approval of Landlord,  which approval  shall not be  unreasonably
withheld or delayed. All necessary keys shall be furnished by Landlord,  and the
same shall be surrendered  upon  termination of this Lease and Tenant shall then
give Landlord an explanation of the combination of all locks on doors or vaults.
No duplicates of keys shall be made by Tenant.

         18.  Tenant  will  not  locate  furnishings  or  cabinets  adjacent  to
mechanical or electrical access panels or over air conditioning outlets so as to
prevent  operating  personnel  from servicing such units as routine or emergency
access may require.  The cost of moving such  furnishings for Landlord's  access
will be at Tenant's  expense.  Tenant  shall  instruct  all of its  employees to
refrain  from  any  attempts  to  adjust  thermostats.   The  lighting  and  air
conditioning  equipment  of the  Building  will remain the  exclusive  charge of
personnel designated by Landlord.

<PAGE>

         19. No portion of the Building shall be used for the purpose of lodging
rooms.

         20. Prior written  approval,  which approval shall not be  unreasonably
withheld or delayed, must be obtained for installation of window shades, blinds,
drapes or any other  window  treatment  or object  that may be visible  from the
exterior of the  Building  or affect the  heating  and cooling of the  Building.
Landlord  will  control  all  internal  lighting  that may be  visible  from the
exterior  of the  Building  and shall  have the right to change  any  unapproved
lighting, without notice to Tenant, at Tenants expense.

         21. Should Tenant require telegraphic, telephonic, annunciator or other
communication service,  Landlord shall have the right to direct the electricians
and installers where and how the wires are to be introduced and placed, and none
shall be introduced or placed except as the Landlord shall direct.

         22.  No  supplemental  heating,  air  ventilation  or air  conditioning
equipment,  including  space  heaters and fans,  shall be  installed  or used by
Tenant without the prior written consent of Landlord.

         23.  No smoking shall  be permitted anywhere  within the Property other
than those smoking areas designated by the Building manager.

         24   No unattended children shall be allowed within the Property.

         25.  Landlord  reserves  the right to  rescind  any of these  rules and
regulations  and make such other and  further  rules and  regulations  as in its
judgment  shall from time to time be necessary or advisable for the operation of
the  Building,  providing  that such rules and  regulations  are in writing  and
uniformly  enforced  against all other tenants of the  Building.  Such rules and
regulations shall be  binding upon  Tenant upon delivery to Tenant of notice in
writing.



<PAGE>

                                    EXHIBIT C

                               COMMENCEMENT LETTER

RE:      OFFICE LEASE DATED ___________,  200____ (THE "LEASE") between CRESCENT
         REAL  ESTATE  FUNDING  VIII,  L.P.   ("LANDLORD")  AND  PIRANHA,   INC.
         ("TENANT")  for the Premises,  the Rentable  Square Footage of which is
         5,647,  located  on the  4th  floor  of  Palisades  Central  I.  Unless
         otherwise  specified,  all capitalized terms used herein shall have the
         same meanings as in the Lease.

Landlord and Tenant agree that:

         1.       Except for  punchlist  items,  if any,  set forth on Exhibit A
                  attached  hereto,  Landlord has fully  completed  all Landlord
                  Work required under the terms f the Lease.

         2.       Tenant has accepted  possession of the Premises.  The Premises
                  are  usable by Tenant as  intended;  Landlord  has no  further
                  obligation to perform any Landlord Work or other  construction
                  (except  punchlist  items,  if any,  set  forth on  Exhibit  A
                  attached  hereto),  and  Tenant  acknowledges  that  both  the
                  Building and the Premises are satisfactory in all respects.

         3.     THE COMMENCEMENT DATE OF THE LEASE IS             , 200      .
                                                       -------------      ------

         4.     THE EXPIRATION DATE OF THE LEASE IS THE LAST DAY OF       ,
                                                                     ------ ----

         5.     Tenant's Address at the Premises after the Commencement Date is:





                  Attention:
                  Phone:
                  Fax:

All other terms and conditions of the Lease are ratified and  acknowledged to be
unchanged.

         EXECUTED AS OF                                   , 200    .
                        ----------------------------------     ----



                         {ATTACH APPROPRIATE SIGNATURES}


<PAGE>

                                    EXHIBIT D

                                   WORK LETTER

         THIS WORK  LETTER IS  ATTACHED  AS AN EXHIBIT TO THE OFFICE  LEASE (THE
"LEASE")  between  CRESCENT  REAL ESTATE  FUNDING VIII,  L.P., as Landlord,  and
PIRANHA, INC., as Tenant, for the Premises, the Rentable Square Footage of which
is 5,647, located on the 4th floor of the Building.  Unless otherwise specified,
all  capitalized  terms used in this Work Letter shall have the same meanings as
in the  Lease.  In the  event of any  conflict  between  the Lease and this Work
Letter, the latter shall control.

Landlord agrees to construct, or cause to be constructed, leasehold improvements
in the Premises  (THE "WORK") in  accordance  with the  construction  plan dated
April 20, 2001,  and prepared by The PLAN GROUP (THE  "CONSTRUCTION  PLAN"),  at
Landlord's sole cost and expense.  All costs of additional WORK NOT CONTAINED IN
THE CONSTRUCTION PLAN (COLLECTIVELY, "COST OVERRUNS") shall be paid by Tenant to
Landlord  within 10 days of  Landlord's  invoice.  In  addition,  at  Landlord's
election,  Landlord may require  Tenant to prepay any  projected  Cost  Overruns
within 5 days of  Landlord's  invoice.  Landlord may stop or decline to commence
all or any portion of the Work until such payment (or  prepayment)  is received.
The  construction  of the Work  shall  be  performed  in a good and  workmanlike
manner.  Tenant acknowledges that Landlord is not an architect or engineer,  and
that  the  Work  will be  designed  and  performed  by  independent  architects,
engineers and contractors.  Accordingly,  Landlord does not guarantee or warrant
that the  Construction  Plan  will  comply  with Law or be free  from  errors or
omissions,  nor that the Work will be free from defects,  and Landlord will have
no liability therefor.  In the event of such errors,  omissions or defects,  and
upon Tenant's written request, Landlord will use commercially reasonable efforts
to cooperate  with Tenant in enforcing any applicable  warranties.  In addition,
unless  expressly  agreed to in writing by Landlord prior to commencement of the
Work,  Landlord's  approval  of the  Construction  Plan or the Work shall not be
interpreted to waive or otherwise  modify the terms and provisions of the Lease.
Landlord shall, as an Operating  Expense,  be responsible for ADA compliance for
the base Building, core areas (including elevators,  Common Areas, service areas
and the  Property's  parking  facilities)  and all  points  of  access  into the
Property. Tenant shall, at its expense, be responsible for ADA compliance in the
Premises,  including  restrooms on any floor now or hereafter leased or occupied
in its entirety by Tenant, its affiliates or transferees.  Landlord shall not be
responsible for determining  whether Tenant is a public  accommodation under ADA
or  whether  the  Construction  Plan  complies  with  ADA   requirements.   Such
determinations,  if  desired  by  Tenant,  shall be the sole  responsibility  of
Tenant.

<PAGE>

                                    EXHIBIT E

                                PARKING AGREEMENT

         THIS PARKING  AGREEMENT (THE  "AGREEMENT") is attached as an Exhibit to
an Office Lease (the "LEASE")  between  CRESCENT REAL ESTATE FUNDING VIII, L.P.,
as Landlord, and PIRANHA, INC., as Tenant, for the Premises, the Rentable Square
Footage  of which is 5,647,  located  on the 4th floor of the  Building.  Unless
otherwise specified, all capitalized terms used in this Agreement shall have the
same meanings as in the Lease.

1. As of the  Commencement  Date of the Lease,  Tenant shall take and pay for 25
permits  allowing  access to  unreserved  spaces  in  parking  facilities  which
Landlord  provides for the use of tenants and  OCCUPANTS  OF THE  BUILDING  (THE
"PARKING  FACILITIES").  During the Term  (including  any renewal or extension),
Tenant shall pay Landlord's  quoted  monthly  contract rate (as set from time to
time) for each unreserved permit, plus any taxes thereon.

2.  Tenant  shall at all times  comply with all Laws  respecting  the use of the
Parking  Facilities.  Landlord reserves the right to adopt,  modify, and enforce
reasonable  rules and  regulations  governing the use of the Parking  Facilities
from time to time including any key-card,  sticker,  or other  identification or
entrance  systems  and hours of  operations.  Landlord  may refuse to permit any
person  who  violates  such  rules  and  regulations  to  park  in  the  Parking
Facilities,  and any  violation of the rules and  regulations  shall subject the
automobile in question to removal from the Parking Facilities.

3. Tenant may validate visitor parking by such method or methods as Landlord may
approve, at the validation rate (as set from time to time) generally  applicable
to visitor  parking.  Unless specified to the contrary above, the parking spaces
for the parking permits  provided  hereunder shall be provided on an unreserved,
"first-come, first-served" basis. Tenant acknowledges that Landlord has arranged
or may  arrange  for the Parking  Facilities  to be  operated by an  independent
contractor, un-affiliated with Landlord. In such event, Tenant acknowledges that
Landlord shall have no liability for claims arising through acts or omissions of
such independent contractor. Landlord shall have no liability whatsoever for any
damage  to  vehicles  or  any  other  items  located  in or  about  the  Parking
Facilities, and in all events, Tenant agrees to seek recovery from its insurance
carrier and to require Tenant's employees to seek recovery from their respective
insurance  carriers for payment of any property  damage  sustained in connection
with any use of the Parking  Facilities.  Landlord  reserves the right to assign
specific parking spaces, and to reserve parking spaces for visitors, small cars,
handicapped  persons and for other tenants,  guests of tenants or other parties,
with assigned and/or reserved  spaces.  Such reserved spaces may be relocated as
determined by Landlord from time to time,  and Tenant and persons  designated by
Tenant hereunder shall not park in any such assigned or reserved parking spaces.
Landlord  also  reserves  the right to clone all or any  portion of the  Parking
Facilities, at its discretion or if required by casualty, strike,  condemnation,
repair,  alteration,  act of  God,  Laws,  or  other  reason  beyond  Landlord's
reasonable control; provided, however, that except for matters beyond Landlord's
reasonable  control,  any such closure shall be temporary in nature. If Tenant's
use of any parking permit is precluded for any reason,  Tenant's sole remedy for
any period during which Tenant's use of any parking permit is precluded shall be
abatement of parking charges for such precluded permits. Tenant shall not assign
its rights under this Agreement except in connection with

<PAGE>

a Permitted Transfer.

4. Tenant's failure to pay for any of the above-referenced parking permits or to
otherwise  comply with any provision of this Agreement shall constitute an event
of default under the Lease.  In addition to any rights or remedies  available to
Landlord  in the event of a default  under the  Lease,  Landlord  shall have the
right to cancel  this  Agreement  and/or  remove any  vehicles  from the Parking
Facilities. Furthermore, any event of default under the Lease shall constitute a
default under this Agreement.