EXHIBIT 10.27


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                                Crosspoint Atrium
                                8131 LBJ Freeway
                               Dallas, Texas 75252

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                                  OFFICE LEASE

                                     Between

                          DALLAS OFFICE PORTFOLIO, L.P.

                                   as Landlord

                                       and

                           SOFTWARE SPECTRUM CRM, INC.

                                    as Tenant




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                                                           TABLE OF CONTENTS


<TABLE>
<S>                       <C>                                                                <C>
                                                                                            Page

Paragraph 1.      DEFINITIONS AND BASIC PROVISIONS............................................1


Paragraph 2.      GRANTING CLAUSE.............................................................2


Paragraph 3.      EARLY OCCUPANCY.............................................................2


Paragraph 4.      RENTAL......................................................................2


Paragraph 5.      USE.........................................................................2


Paragraph 6.      SERVICES TO BE PROVIDED BY LANDLORD.........................................2


Paragraph 7.      REPAIR AND MAINTENANCE......................................................3


Paragraph 8.      FIRE AND OTHER CASUALTY.....................................................3


Paragraph 9.      COMPLIANCE WITH LAWS AND USAGE..............................................4


Paragraph 10.     LIABILITY AND INDEMNITY.....................................................4


Paragraph 11.     ADDITIONS AND FIXTURES......................................................4


Paragraph 12.     ASSIGNMENT AND SUBLETTING...................................................5


Paragraph 13.     SUBORDINATION...............................................................6


Paragraph 14.     OPERATING EXPENSES..........................................................6


Paragraph 15.     EMINENT DOMAIN..............................................................8


Paragraph 16.     ACCESS BY LANDLORD..........................................................8


Paragraph 17.     LANDLORD'S LIEN.............................................................9


Paragraph 18.     DEFAULTS....................................................................9


Paragraph 19.     NONWAIVER..................................................................10


Paragraph 20.     HOLDING OVER...............................................................10


Paragraph 21.     COMMON AREA................................................................11


Paragraph 22.     RULES AND REGULATIONS......................................................11


Paragraph 23.     TAXES......................................................................11

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Paragraph 24.     INSURANCE..................................................................11


Paragraph 25.     PERSONAL LIABILITY.........................................................11


Paragraph 26.     NOTICE.....................................................................11


Paragraph 27.     LANDLORD'S MORTGAGE........................................................11


Paragraph 28.     BROKERAGE..................................................................11


Paragraph 29.     PREPAID RENTAL AND SECURITY DEPOSIT........................................12


Paragraph 30.     MISCELLANEOUS..............................................................12


Paragraph 31.     ENTIRE AGREEMENT AND BINDING EFFECT........................................14
</TABLE>

EXHIBIT A         LEASED PREMISES

EXHIBIT B         LAND

EXHIBIT C         RULES AND REGULATIONS

EXHIBIT D         PARKING

EXHIBIT E         WORK LETTER





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                             OFFICE LEASE AGREEMENT

1.       DEFINITIONS AND BASIC PROVISIONS.

A.       "Landlord":                Dallas Office Portfolio, L.P.,
                                    a Delaware limited partnership

B.       Address of Landlord:       c/o Transwestern Property Company
                                    9331 LBJ Freeway
                                    Suite 350
                                    Dallas, Texas 75251

         With a copy to:            Beacon Capital Partners, Inc.
                                    One Federal Street
                                    Boston, MA 02110
                                    Attention:  William A. Bonn, Esq. and
                                    Philip J. Brannigan, Jr.

         With rent checks           Dallas Office Portfolio
         payable to:                PO Box 891530
                                    Dallas, Texas 75389- 1530

C.       "Tenant":                  SOFTWARE SPECTRUM CRM, INC. d/b/a
                                    SOFTWARE SPECTRUM

D.       Address of Tenant:         8131 LBJ Freeway
                                    Suite 310
                                    Dallas, TX 75251

        With notices sent to:       2140 Merritt Drive
                                    Garland, TX 75041
                                    Attention:  Facilities Director

     E. "Building":  The structure commonly known as Crosspoint Atrium and which
is located at 8131 LBJ Freeway in the City of Dallas,  Dallas, County, Texas, on
the tract of land  (the  "Land")  described  by metes  and  bounds on  Exhibit B
attached hereto and made a part hereof for all purposes.
<PAGE>

     F. "Leased Premises":  Approximately  7,877 square feet of rentable area on
the third (3rd) floor of the Building  (Suites  310,  and 320),  as outlined and
hatched on the floor plan  attached  hereto as Exhibit A and made a part  hereof
for all purposes.  Landlord and Tenant  hereby  stipulate  that  notwithstanding
anything herein to the contrary,  the Leased Premises shall be deemed to consist
of 7,877  rentable  square feet, and that no shortage or overage in the rentable
square feet of the Leased Premises  purported by either party shall be the basis
for changing the number of rentable square feet herein stipulated.

     G.  "Rentable area in the Project" shall be 227,891 square feet of rentable
area, unless modified as provided herein.

     H.  "Commencement  Date":  September  1, 2000 or the date upon which Tenant
occupies  the  Leased  Premises  with the prior  written  consent  of  Landlord,
whichever shall first occur.  Upon request of either party hereto,  Landlord and
Tenant agree to execute and deliver a written  declaration  in  recordable  form
expressing the Commencement Date hereof.

     I. "Term":  Commencing on the Commencement  Date and ending three years (3)
and zero (0) months after the Commencement Date, plus any partial calendar month
following the Commencement Date, unless sooner terminated as provided herein.

     J. "Base Rental"  $143,688.96 per year for the first three (3) years of the
Term of this Lease,  payable in an equal monthly installment of $11,974.08 each;
[$________  per year for the next _____  (___)  years of the Term of this Lease,
payable in equal monthly installments of $____ each; and $_____ per year for the
remainder  of the Term of this Lease,  payable in equal montly  installments  of
$______  each;][the  preceding  language was struck  through and initialed] each
such  monthly  installment  shall be due and  payable  on the  first day of each
calendar  month,  monthly  in  advance  without  demand  and  without  setoff or
deduction whatsoever.

     K.  "Prepaid  Rental":  $11,974.08,  to be  applied  to the first  accruing
monthly installments of rental.

     L.  "Security   Deposit":   $11,974.08   (Landlord   shall  apply  Tenant's
outstanding  security  deposit  in the  amount  of  $111,974.08  toward  the new
security deposit.).

     M.  "Permitted  Use":  The  Leased  Premises  shall be used only for office
purposes.

     N. "Common Area":  That part of the Building and other  improvements now or
hereafter  placed,  constructed  or erected on the land on which the Building is
located (the "Land") designated by Landlord from time to time for the common use
of all tenants, including among other facilities,  sidewalks, service corridors,
curbs,   truckways,   loading  areas,  private  streets  and  alleys,   lighting
facilities,  mechanical and electrical rooms, janitors'

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closets,  halls,  lobbies,  delivery passages,  elevators,  drinking  fountains,
meeting  rooms,  public  toilets,  parking  areas and  garages,  decks and other
parking facilities, landscaping and other common rooms and common facilities.

     O. "Prime  Rate":  The rate  published as such by The Wall Street  Journal,
Southwest Edition, (or its successor or assign) in its listing of "Money Rates".

     P. "Broker":  Denise Rachal - Transwestern Commercial Services,  Landlord's
Agent.

     Q. "Base Operating  Expenses Rate": The Actual Operating  Expenses Rate for
the 2000 calendar year.

     Each of the foregoing  definitions and basic  provisions shall be construed
in conjunction with the references  thereto contained in the other provisions of
this Lease and shall be limited by such other provisions. Each reference in this
Lease  to any  of the  foregoing  definitions  and  basic  provisions  shall  be
construed  to  incorporate  each term set forth above under such  definition  or
provision.

     2.  GRANTING  CLAUSE.  Landlord,  in  consideration  of the  covenants  and
agreements  to be  performed  by  Tenant  and  upon  the  terms  and  conditions
hereinafter  stated,  does hereby lease,  demise and let unto Tenant, and Tenant
does hereby lease from Landlord, the Leased Premises specified in Paragraph 1.F.
hereof  to  have  and to hold  for the  Term of  this  Lease,  as  specified  in
Paragraph 1.I. hereof.

     3. EARLY OCCUPANCY. Intentionally Deleted

     4. RENTAL.  As rental for the lease and use of the Leased Premises,  Tenant
will pay Landlord or Landlord's assigns, at the address of Landlord specified in
Paragraph 1.B hereof, without demand and without deduction,  abatement or setoff
(except as  otherwise  expressly  provided  for herein in Paragraph 8 hereof and
Paragraph 15 hereof),  the Base Rental in the manner specified in Paragraph 1.J.
hereof, in lawful money of the United States. If the Term of this Lease does not
commence on the first day of a calendar  month,  Tenant shall pay to Landlord in
advance a pro rata  part of such sum as rental  for such  first  partial  month.
Tenant  shall  not pay any  installment  of  rental  more  than one (1) month in
advance.  All past due installments of rental or other payment  specified herein
shall bear  interest at the lesser rate of (i) 15% per annum or (ii) the highest
lawful rate per annum, from the date due until paid.

     If Tenant fails to timely pay three (3)  consecutive  installments  of Base
Rental, or other payment specified herein, or any combination thereof,  Landlord
may require  Tenant to pay (in addition to any  interest)  Base Rental and other
payments specified herein (as estimated by Landlord,  if necessary) quarterly in
advance,  for the next 2 quarters.  Any amount so estimated by Landlord and paid
by Tenant shall be adjusted  promptly after actual figures become  available and
paid or credited to Landlord or Tenant, as the case may be.

     5. USE.  Tenant shall use the Leased  Premises solely for the Permitted Use
specified in Paragraph 1.M.  hereof and for no other business or purpose without
the prior written  consent of Landlord,  which consent shall not be unreasonably
delayed. Tenant shall maintain throughout the Term an occupancy ratio within the
Leased Premises of no greater than one person for every 288 rentable square feet
leased  ("Density  Ratio") or twenty seven (27) people in the Leased Premises at
any given point in time. However,  Tenant acknowledges that Tenant's maintenance
of a density ratio  greater than one person per 288 rentable  square feet in the
Leased  Premises  may result in  Landlord's  inability  to provide the  Building
standard  temperature  range in the Leased  Premises and Landlord  shall have no
liability  for such  inability.  If Tenant  intends to maintain a density  ratio
greater  than the  Density  Ratio set  forth  above,  then  Tenant  must  obtain
Landlord's  prior written  approval,  which  consent  shall not be  unreasonably
withheld or delayed.  Landlord will not be deemed to be unreasonable if Landlord
withholds  its consent if Landlord  determines  such greater  density ratio will
adversely  affect elevator usage,  parking,  the Building  systems or Landlord's
ability to provide services to the Building.


     6.   SERVICES TO BE PROVIDED BY LANDLORD.

     A. Subject to the rules and regulations  hereinafter  referred to, Landlord
shall  furnish  Tenant,  at  Landlord's  expense,  while Tenant is occupying the
Leased Premises and is not in default  hereunder,  the following services during
the Term of this Lease:

     (1) Air  conditioning  and  heating  in season,  at such times as  Landlord
normally  furnishes such services to other tenants in the Building,  and at such
temperatures   and  in  such  amounts  as  are  considered  by  Landlord  acting
reasonably, to be standard, but such service on Saturday afternoons, Sundays and
holidays to be  furnished  only upon the  request of Tenant,  who shall bear the
cost  thereof.  Tenant  acknowledges  that such service and  temperature  may be
subject  to change by  local,  county,  state or  federal  regulation.  Whenever
machines  or  equipment  that  generate  abnormal  heat are  used in the  Leased
Premises  which  affect  the  temperature   otherwise   maintained  by  the  air
conditioning  system,  Landlord shall have the right to install supplemental air
conditioning  in the  Leased  Premises,  and the  cost  thereof,  including  the
reasonable cost of installation,  operation, use and maintenance,  shall be paid
by Tenant to Landlord as additional rental upon demand.

     (2) Water at those points of supply provided for general use.

     (3) Janitor service in and about the Building,  and the Leased Premises, as
may in the judgment of Landlord be reasonably  required;  however,  Tenant shall
pay the additional costs attributable to the cleaning of improvements within the
Leased Premises other than building standard improvements.

     (4)  Elevators  for ingress to and egress  from the  Building as may in the
judgment of Landlord be reasonably  required.  Landlord may reasonably limit but
use good faith efforts  (except in the case of an  emergency) to offer  elevator
service  via at least 1  elevator  at all  times  the  number  of  elevators  in
operation after usual and customary  business hours and on Saturday  afternoons,
Sundays and legal holidays.

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<PAGE>

          (5) Proper  facilities  to  furnish  sufficient  electrical  power for
     building  standard  lighting,  personal  computers  and other  machines  of
     similar low electrical consumption,  but not including electricity required
     for electronic data  processing  equipment,  special  lighting in excess of
     building standard,  or any other item of electrical  equipment which singly
     consumes more than 0.25  kilowatts per hour at rated capacity or requires a
     voltage  other than 120 volts single  phase.  Tenant shall pay to Landlord,
     monthly  as  billed,  such  charges  as may  be  separately  metered  or as
     Landlord's engineer may compute for any above-Building  standard electrical
     service to the Leased  Premises.  Landlord shall have the right at any time
     and from time to time  during the Term of this  Lease to install  equipment
     within the Leased  Premises  for the  purpose of  measuring  or  estimating
     Tenant's electrical usage therein.

          (6) At  Tenant's  expense  and upon  Tenant's  request,  purchase  and
     install  replacement  lamps  of  types  generally   commercially  available
     (including,  but not limited to,  incandescent and fluorescent) used in the
     Leased Premises.

          B. Subject to paragraph 8 and paragraph 15 below,  no  interruption or
     malfunction  of any of  such  services  shall  constitute  an  eviction  or
     disturbance  of Tenant's use and  possession of the Leased  Premises or the
     Building or a breach by Landlord of any of Landlord's obligations hereunder
     or render Landlord liable for damages or entitle Tenant to be relieved from
     any of Tenant's  obligations  hereunder  (including  the  obligation to pay
     rental) or grant Tenant any right of setoff or recoupment.  In the event of
     any such  interruption,  however,  Landlord shall use reasonable  diligence
     during  normal  business  hours to restore such service or cause same to be
     restored  in any  circumstances  in which  such  restoration  is within the
     reasonable control of Landlord and the interruption was not caused in whole
     or in part by Tenant's fault.

          7.   REPAIR AND MAINTENANCE.

          A. Landlord shall,  at Landlord's own cost and expense,  except as may
     be  provided  elsewhere  herein,  make  necessary  repairs of damage to the
     Building corridors, lobby, structural members of the Building and equipment
     used to provide the services referred to in Paragraph 6 hereof,  unless any
     such damage is caused in whole or in part by acts or omission of Tenant, or
     Tenant's  agents,  employees or invitees,  in which event Tenant shall bear
     such portion of the cost of such repairs as is  attributable to Tenant's or
     Tenant's  agents'  employees' or invitees' acts or omissions.  Tenant shall
     promptly  give  Landlord  notice  of  any  damage  in the  Leased  Premises
     requiring repair by Landlord, as aforesaid.

          B. Tenant shall not in any manner deface or injure the Leased Premises
     or the Building but shall maintain the Leased Premises,  including, without
     limitation,  all fixtures  installed by Tenant and all plate glass,  walls,
     carpeting and other floor covering placed or found therein, in a clean, and
     attractive,  first-class  condition and in good repair, except as to damage
     required to be repaired by Landlord,  as provided in Paragraph 7.A. hereof,
     in all cases reasonable wear and tear excepted.  Upon the expiration of the
     Term of this  Lease,  Tenant  shall  surrender  and  deliver  up the Leased
     Premises  with all  improvements  located  thereon  (except as  provided in
     Paragraph 11.B.  hereof) to Landlord  broom-clean and in the same condition
     in which they  existed at the  commencement  of the Lease,  excepting  only
     ordinary wear and tear and damage arising from any cause not required to be
     repaired by Tenant,  failing which Landlord may restore the Leased Premises
     to such condition, and Tenant shall pay the reasonable cost thereof.

          C.  This  Paragraph  7  shall  not  apply  in the  case of  damage  or
     destruction  by fire or  other  casualty  which  is  covered  by  insurance
     maintained  by Landlord  on the  Building  (as to which  Paragraph 8 hereof
     shall  apply),  or damage  resulting  from an eminent  domain taking (as to
     which Paragraph 15 hereof shall apply).

          8.   FIRE AND OTHER CASUALTY.

          A. If at any time during the Term of this Lease,  the Leased  Premises
     or any portion of the  Building  shall be damaged or  destroyed  by fire or
     other  casualty,  then Landlord  shall have the election to terminate  this
     Lease or to repair and  reconstruct the Leased Premises and the Building to
     substantially the same condition in which they existed immediately prior to
     such damage or  destruction,  except that Landlord shall not be required to
     rebuild,  repair or replace any part of the partitions,  fixtures and other
     improvements  which may have  been  installed  by  Tenant or other  tenants
     within the Building.  In the event that the Leased  Premises are damaged or
     destroyed  by fire or other  casualty,  or a  portion  of the  Building  is
     damaged or destroyed by fire or other  casualty so as to materially  impair
     the use and occupancy by Tenant of the Leased Premises, then Landlord shall
     be obligated to provide written notice (the "Restoration Notice") to Tenant
     within  sixty  (60) days of such  event of  casualty  stating a good  faith
     estimate, certified by an independent architect, of the period of time (the
     "Stated  Restoration  Period")  which shall be required  for the repair and
     restoration of the Leased Premises  and/or the Building.  Tenant shall have
     the right, at its election, to terminate the Lease if either (i) the Stated
     Restoration  Period  shall be in excess of two  hundred  forty  (240)  days
     following  the event of  casualty  and  Tenant  terminates  this Lease with
     written notice thereof to Landlord  within ten (10) business days following
     delivery  of the  Restoration  Notice,  or  (ii)  Landlord  shall  fail  to
     substantially complete the repair and restoration of the Leased Premises or
     the  Building  within the  Stated  Restoration  Period and Tenant  delivers
     written  notice of such  termination  to Landlord  within ten (10) business
     days following the expiration of the restoration deadline.

          B.  In  any  of  the  aforesaid  circumstances,   rental  shall  abate
     proportionately  during  the  period  and to the  extent  that  the  Leased
     Premises  are unfit for use by Tenant in the  ordinary  conduct of Tenant's
     business.  If  Landlord  has  elected  to repair  and  restore  the  Leased
     Premises,  this  Lease  shall  continue  in full  force and effect and such
     repairs  shall be made  within a  reasonable  time  thereafter,  subject to
     delays  arising from  shortages  of labor or material,  acts of God, war or
     other conditions beyond Landlord's  reasonable  control.  In the event that
     this Lease is  terminated  as herein  permitted,  Landlord  shall refund to
     Tenant  the  prepaid  rental  (unaccrued  as  of  the  date  of  damage  or
     destruction)  less any sum then owing  Landlord by Tenant.  If Landlord has
     elected to repair and  reconstruct  the Leased  Premises,  then the Term of
     this Lease shall be extended by a period of time equal to the

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<PAGE>

     period  of such  repair  and  reconstruction  not to exceed  120 days.  Any
     insurance which may be carried by Landlord or Tenant against loss or damage
     to the Building or to the Leased  Premises shall be for the sole benefit of
     the party carrying such insurance  under its control,  and it is understood
     that Landlord shall in no event be obligated to carry insurance on Tenant's
     contents.

          9.  COMPLIANCE WITH LAWS AND USAGE.  Tenant,  at Tenant's own expense,
     (a) shall comply with all federal, state, municipal,  fire underwriting and
     other  laws,  ordinances,  orders,  rules  and  regulations  applicable  to
     Tenant's  occupancy  of the  Leased  Premises  and the  business  conducted
     therein by Tenant,  (b) shall not engage in any activity  which would cause
     Landlord's fire and extended coverage insurance to be cancelled or the rate
     therefor to be increased  (or, at Landlord's  option,  Tenant shall pay any
     such increase to Landlord  immediately upon demand as additional  rental in
     the event of such rate increase by reason of such activity),  (c) shall not
     commit,  and shall cause  Tenant's  agents,  employees  and invitees not to
     commit,  any act which is a nuisance or  annoyance  to Landlord or to other
     tenants,  or which might,  in the  exclusive  judgment of Landlord,  damage
     Landlord's  goodwill or  reputation,  or tend to injure or  depreciate  the
     Building,  (d) shall not commit or permit  waste in the Leased  Premises or
     the Building, (e) shall comply with rules and regulations from time to time
     promulgated  by  Landlord  applicable  to the  Leased  Premises  and/or the
     Building and communicated to tenant in writing,  (f) shall not paint, erect
     or display any sign,  advertisement,  placard or lettering which is visible
     in the  corridors  or lobby of the  Building  or from the  exterior  of the
     Building  without  Landlord's  prior  written  approval,  and (g) shall not
     occupy or use, or permit any portion of the Leased  Premises to be occupied
     or used, for any business or purpose other than the Permitted Use specified
     in Paragraph  1.M.  hereof.  If a controversy  arises  concerning  Tenant's
     compliance with any federal,  state,  municipal or other laws,  ordinances,
     orders, rules or regulations applicable to Tenant's occupancy of the Leased
     Premises and the business conducted therein by Tenant,  Landlord may retain
     consultants  of recognized  standing to  investigate  Tenant's  compliance.
     Landlord  consents  to  Tenant's  signage  shown  on  Exhibit  F.  If it is
     determined that Tenant has not complied as required, Tenant shall reimburse
     Landlord on demand for all reasonable consulting and other reasonable costs
     incurred by Landlord in such investigation. Landlord and Tenant acknowledge
     that, in accordance with the provisions of the Americans with  Disabilities
     Act of 1990 and the Texas  Elimination of Architectural  Barriers Act, each
     as amended from time to time, and all regulations and guidelines  issued by
     authorized agencies with respect thereto  (collectively,  the "ADA" and the
     "EAB",  respectively),  responsibility  for  compliance  with the terms and
     conditions  of Title III of the ADA and the EAB may be allocated as between
     Landlord and Tenant.  Notwithstanding anything to the contrary contained in
     the Lease, Landlord and Tenant agree that the responsibility for compliance
     with the ADA and the EAB shall be allocated as follows: (i) Tenant shall be
     responsible  for compliance with the Provisions of Title III of the ADA and
     with  the  provisions  of the EAB  with  respect  to the  Leased  Premises,
     including any restrooms within the Leased Premises, and (ii) Landlord shall
     be responsible  for compliance  with the provisions of Title III of the ADA
     and with the  provisions  of the EAB with  respect to the  exterior  of the
     Building,  parking  areas,  sidewalks and  walkways,  and any and all areas
     appurtenant  thereto,  together  with all common  areas of the Building not
     included within the Leased Premises.  The allocation of responsibility  for
     ADA and EAB compliance  between Landlord and Tenant, and the obligations of
     Landlord and Tenant  established by such  allocations,  shall supersede any
     other  provisions of the Lease that may contradict or otherwise differ from
     the requirements of this paragraph.

          10. LIABILITY AND INDEMNITY.

          A. Tenant  agrees to indemnify  and save  Landlord  harmless  from all
     claims  (including  reasonable costs and expenses of defending against such
     claims)  arising or alleged to arise from any act or  omission of Tenant or
     Tenant's agents,  employees,  invitees or contractors,  or arising from any
     injury to any  person or damage to the  property  of any  person  occurring
     during  the Term of this  Lease in or about  the  Leased  Premises.  Tenant
     agrees to use and occupy the Leased  Premises and other  facilities  of the
     Building  at Tenant's  own risk and hereby  releases  Landlord,  Landlord's
     agents or  employees,  from all claims for any damage or injury to the full
     extent  permitted  by  law,  except  to the  extent  caused  in  the  gross
     negligence or intentional misconduct of Landlord, its agents,  officers, or
     employees.

          B. Tenant  waives any and all rights of recovery,  claim,  action,  or
     cause of action, against Landlord, its agents,  officers, or employees, for
     any  loss  or  damage  that  may  occur  to  the  Leased  Premises,  or any
     improvements  thereto, or the Project, or any improvements  thereto, or any
     personal  property of such party therein,  by reason of fire, the elements,
     or any  other  cause  which  could be  insured  against  under the terms of
     standard  fire and  extended  coverage  insurance  policies,  except to the
     extent  caused  by  the  gross  negligence  or  intentional  misconduct  of
     Landlord, its agents,  officers, or employees, and Tenant covenants that no
     insurer shall hold any right of subrogation  against  Landlord and all such
     insurance  policies  shall be amended or endorsed to reflect such waiver of
     subrogation.

          C. Tenant,  to the extent  permitted by law,  waives all claims Tenant
     may have against Landlord,  and against Landlord's agents and employees for
     injury to person or damage to or loss of property sustained by Tenant or by
     any occupant of the Leased Premises, or by any other person, resulting from
     any part of the Building or any equipment or appurtenances  becoming out of
     repair,  or  resulting  from any  accident  in or  about  the  Building  or
     resulting  directly or indirectly  from any act or neglect of any tenant or
     occupant of any part of the Building or of any other person,  except to the
     extent  caused  by  the  gross  negligence  or  intentional  misconduct  of
     Landlord,  its agents,  officers, or employees.  If any damage results from
     any act or neglect of Tenant,  Landlord may, at Landlord's  option,  repair
     such damage,  and Tenant shall  thereupon pay to Landlord the total cost of
     such repair.  All personal property  belonging to Tenant or any occupant of
     the  Leased  Premises  that is in or on any part of the  Building  shall be
     there at the risk of Tenant or of such other  person  only,  and  Landlord,
     Landlord's  agents and employees shall not be liable for any damage thereto
     or for the theft or misappropriation  thereof,  except to the extent caused
     by the gross negligence or intentional  misconduct of Landlord, its agents,
     officers,  or  employees,  Tenant  agrees to  indemnify  and hold  Landlord
     harmless  from and  against  any and all loss,  cost,  claim and  liability
     (including  reasonable attorneys' fees) for injuries to all persons and for
     damage to or loss of property  occurring in or about the  Building,  due to
     any act or  negligence  or default  under  this  Lease by Tenant,  Tenant's
     contractors, agents or employees.


     11.  ADDITIONS AND FIXTURES.

                                      4
<PAGE>

          A.  Tenant  will  make no  alteration,  change,  improvement,  repair,
     replacement of physical  addition in or to the Leased Premises  without the
     prior written consent of Landlord,  which consent shall not be unreasonably
     withheld or delayed.  If such prior written consent of Landlord is granted,
     the work in such connection  shall be at Tenant's expense but by workmen of
     Landlord  or by workmen and  contractors  approved in advance in writing by
     Landlord  and in a  manner  and  upon  terms  and  conditions  and at times
     satisfactory  to and  approved  in advance in  writing by  Landlord,  which
     consent  shall not be  unreasonably  withheld or delayed.  In any  instance
     where  Landlord  grants  such  consent,  Landlord  may grant  such  consent
     contingent and conditioned upon Tenant's  contractors,  laborers,  material
     men and others  furnishing  labor or materials  for Tenant's job working in
     harmony and not interfering with any labor utilized by Landlord, Landlord's
     contractors  or  mechanics  or by any other  tenant or such other  tenant's
     contractors or mechanics;  and if at any time such entry by one (1) or more
     persons  furnishing  labor or  materials  for  Tenant's  work  shall  cause
     disharmony or  interference  for any reason  whatsoever  without  regard to
     fault,  the consent  granted by Landlord to Tenant may be  withdrawn at any
     time upon written notice to Tenant,  however,  it shall not be unreasonably
     withdrawn.

          B. Tenant,  if Tenant so elects,  may remove  Tenant's trade fixtures,
     office supplies and movable office  furniture and equipment not attached to
     the Building  provided (i) such removal is made prior to the  expiration of
     the Term of this Lease,  (ii) Tenant is not in default of any obligation or
     covenant  under this Lease at the time of such  removal,  and (iii)  Tenant
     promptly  repairs all damage caused by such removal.  All other property at
     the Leased  Premises and any alteration or addition to the Leased  Premises
     (including wall-to-wall carpeting, paneling or other wall covering) and any
     other  article  attached  or affixed  to the floor,  wall or ceiling of the
     Leased  Premises  shall  become the  property of Landlord  shall be in good
     condition,  normal  wear and tear  excepted,  and shall  remain upon and be
     surrendered  with the Leased  Premises as part thereof at the expiration of
     the Term of this Lease,  Tenant hereby waiving all rights to any payment or
     compensation therefor. If, however, Landlord so requests in writing. Tenant
     will,  prior  to the  termination  of  this  Lease,  remove  in a good  and
     workmanlike manner any and all alteration,  additions,  fixtures, equipment
     and property  places or installed by Tenant in the Leased Premises and will
     repair any damage occasioned by such removal;  provided,  however,  that if
     Tenant requests in writing at the time Tenant requests  Landlord's  consent
     to the  alterations,  Landlord  will advise  Tenant  whether  Landlord will
     require  that  such be  removed  from  the  Leased  Premises  prior  to the
     termination of this Lease.

          12.  ASSIGNMENT AND SUBLETTING.

          A. Neither Tenant nor Tenant's legal  representatives or successors in
     interest  by  operation  of law or  otherwise  shall  assign  this Lease or
     sublease the Leased  Premises or any part  thereof or  mortgage,  pledge or
     hypothecate  its  leasehold  interest  or grant any  concession  or license
     within the Leased Premises without the prior express written  permission of
     Landlord which consent shall not be unreasonably  withheld or delayed,  and
     any attempt to do any of the foregoing  without the prior  express  written
     permission of Landlord shall be void and of no effect.  In the event Tenant
     requests  Landlord's  prior express  permission as to any such  assignment,
     sublease or other transaction, Landlord shall have the right and option, as
     of the  requested  effective  date of such  assignment,  sublease  or other
     transaction  (but no obligation),  to cancel and terminate this Lease as to
     the portion of the Leased  Premises with respect to which Landlord has been
     requested to permit such assignment,  sublease or other transaction, and if
     Landlord  elects to cancel and  terminate  this  Lease as to the  aforesaid
     portion of the Leased  Premises,  then the rental and other charges payable
     hereunder shall thereafter be proportionately  reduced. In the event of any
     such attempted  assignment or attempted sublease,  or should Tenant, in any
     other nature of  transaction,  permit or attempt to permit anyone to occupy
     the Leased  Premises  (or any portion  thereof)  without the prior  express
     written permission of Landlord, Landlord shall thereupon have the right and
     option to cancel and  terminate  this Lease  effective  upon ten (10) days'
     written notice to Tenant given by Landlord at any time thereafter either as
     to the entire  Leased  Premises  or as to only the  portion  thereof  which
     Tenant shall have  attempted  to assign or sublease or otherwise  permitted
     some other party's  occupancy  without  Landlord's  prior  express  written
     permission, and if Landlord elects to cancel and terminate this Lease as to
     the  aforesaid  portion of the Leased  Premises,  then the rental and other
     charges payable hereunder shall thereafter be proportionately reduced. This
     prohibition  against assignment or subletting shall be construed to include
     a prohibition against any assignment or subletting by operation of law.

          B.  Notwithstanding  that the  prior  express  written  permission  of
     Landlord to any of the aforesaid  transactions may have been obtained,  the
     following shall apply:

          (1) In the event of an assignment, contemporaneously with the granting
     of  Landlord's  aforesaid  consent,  Tenant  shall  cause the  assignee  to
     expressly  assume in  writing  and agree to perform  all of the  covenants,
     duties and  obligations  of Tenant  hereunder,  and such assignee  shall be
     jointly and  severally  liable  therefor  along with  Tenant;  Tenant shall
     further  cause such  assignee to grant  Landlord an express first and prior
     contract  lien and security  interest in the manner  hereinafter  stated as
     applicable to Tenant;

          (2) In any case where Landlord  consents to an  assignment,  sublease,
     grant of a concession or license or mortgage,  pledge or  hypothecation  of
     the leasehold, the undersigned Tenant will nevertheless remain directly and
     primarily  liable for the  performance of all of the covenants,  duties and
     obligations  of  Tenant  hereunder  (including,   without  limitation,  the
     obligation  to pay all rental and other sums  herein  provided to be paid),
     and Landlord  shall be permitted  to enforce the  provisions  of this Lease
     against   the   undersigned   Tenant   and/or  any   assignee,   sublessee,
     concessionaire,  licensee  or  other  transferee  without  demand  upon  or
     proceeding in any way against any other person; and

          (3) If the  rental  due and  payable  by a  sublessee  under  any such
     permitted  sublease  (or a  combination  of the rental  payable  under such
     sublease  plus any  bonus  or  other  consideration  therefor  or  incident
     thereto) exceeds the hereinabove  provided rental payable under this Lease,
     or if with respect to a permitted  assignment,  permitted  license or other
     transfer by Tenant  permitted by  Landlord,  the  consideration  payable to
     Tenant by the  assignee,  licensee or other  transferee  exceeds the rental
     payable  under this Lease,  then Tenant shall be bound and obligated to pay
     Landlord  50% of all such  excess  rental  and other  excess  consideration
     within  thirty  (30) days  following  receipt  thereof by Tenant  from such
     sublessee, assignee, licensee or other transferee, as the case might be.

          (4) In the event Tenant  should  desire to assign this Lease or sublet
     the Premises or any part hereof,



                                       5
<PAGE>

     Tenant  shall give  Landlord  written  notice at least  thirty (30) days in
     advance  of the date on which  Tenant  desires to make such  assignment  or
     sublease,  which  notice  shall  specify:  (a) the name and business of the
     proposed  assignee or  sublessee,  (b) the amount and location of the space
     affected, (c) the proposed effective date and duration of the subletting or
     assignment,  (d) the proposed rental to be paid to Tenant by such sublessee
     or assignee,  (e) the assignee or sublessee's current  financials,  and (f)
     the actual sublease document.  Landlord shall then have a period of fifteen
     (15) business days following  receipt of such notice within which to notify
     Tenant in writing that  Landlord  elects  either:  (i) to permit  Tenant to
     assign or sublet such space,  in which  event if the  proposed  rental rate
     between  Tenant and  sublessee is greater than the Rent payable  under this
     Lease,  then such excess  rental  shall be deemed  Additional  Rent owed by
     Tenant to  Landlord  under  this  lease,  and the  amount  of such  excess,
     including any subsequent increases due to escalation or otherwise, shall be
     paid by Tenant to  Landlord  in the same  manner  than Tenant pays the Rent
     hereunder  and in addition  thereto,  (ii) to withhold  consent to Tenant's
     assignment  or  subleasing  such space and to  continue  this Lease in full
     force and effort as to the entire Premises, or (iii) to withhold consent to
     Tenant's  assignment or  subleasing  such space and to cancel and terminate
     this Lease as to the portion of the  Premises  which Tenant had proposed to
     assign or sublease.

          C. Consent by Landlord to a particular assignment or sublease or other
     transaction  shall  not be  deemed a  consent  to any  other or  subsequent
     transaction.  If this  Lease is  assigned,  or if the Leased  Premises  are
     subleased  (whether in whole or in part),  or in the event of the mortgage,
     pledge  or  hypothecation  of  the  leasehold  interest  or  grant  of  any
     concession or license within the Leased Premises  without the prior express
     written  permission of Landlord,  or if the Leased Premises are occupied in
     whole or in part by anyone  other than  Tenant  without  the prior  express
     written  permission  of Landlord,  then Landlord may  nevertheless  collect
     rental and other charges from the assignee, sublessee,  mortgagee, pledgee,
     party to whom the leasehold  interest was  hypothecated,  concessionaire or
     licensee or other occupant and apply the net amount collected to the rental
     and other charges payable hereunder,  but no such transaction or collection
     of rental and other  charges or  application  thereof by Landlord  shall be
     deemed a waiver of these provisions or a release of Tenant from the further
     performance  by  Tenant  of  Tenant's  covenants,  duties  and  obligations
     hereunder.

          D. The foregoing provisions of this Paragraph 12 shall not apply to an
     assignment  of this Lease  (including  any  assignment by operation of law)
     that arises as a result of a merger,  consolidation or liquidation,  or any
     change in the ownership of, or power to vote,  the majority or  controlling
     interest of Tenant's outstanding voting stock or any transfer of all of the
     assets of the Tenant to Tenant's  ultimate  parent company or to any entity
     that  is a  wholly-owned  subsidiary,  either  directly  or  indirectly  of
     Tenant's ultimate parent company (a "Related Party Assignment"), as long as
     the  assignee  has at least the same or greater  net worth as Tenant at the
     time of the assignment,  the use of the space stays the same, the occupancy
     ratio  in the  space  is no  denser  than of  Tenant,  and  Tenant  remains
     primarily liable under the terms and conditions of this Lease. Tenant shall
     provide Landlord with written notice of any Related Party Assignment.

          13.  SUBORDINATION.  Tenant accepts this Lease subject and subordinate
     to any  ground  lease,  mortgage,  deed of trust or  other  lien  presently
     existing or hereafter  placed upon the Leased Premises or upon the Building
     or any part thereof,  and to any renewals,  modifications,  extensions  and
     refinancings  thereof,  which might now or hereafter constitute a lien upon
     the  Building  or any part  thereof,  and to  zoning  ordinances  and other
     building and fire ordinances and governmental  regulations  relating to the
     use of the Leased Premises,  but Tenant agrees that any such ground lessor,
     mortgagee   and/or   beneficiary  of  any  deed  of  trust  or  other  lien
     ("Landlord's  Mortgagee")  and/or Landlord shall have the right at any time
     to subordinate such ground lease, mortgage,  deed of trust or other lien to
     this Lease on such terms and subject to such  conditions as such Landlord's
     Mortgagee may deem appropriate in its discretion. Upon demand Tenant agrees
     to execute such further  instruments  subordinating this Lease, as Landlord
     may reasonably request, and such nondisturbance and attornment  agreements,
     as  any  such  Landlord's  Mortgagee  shall  reasonably  request,  in  form
     reasonably  agreeable to Landlord's Mortgagee and Tenant. In the event that
     Tenant  shall fail to respond to a request to execute  any such  instrument
     within  thirty  (30)  days  after  requested,   Tenant  hereby  irrevocably
     constitutes   Landlord  as  Tenant's   attorney-in-fact   to  execute  such
     instrument  in  Tenant's  name,  place and stead,  it being  stipulated  by
     Landlord  and  Tenant  that such  agency is  coupled  with an  interest  in
     Landlord and is, accordingly, irrevocable. Upon foreclosure of the Building
     or upon  acceptance  of a deed in lieu of such  foreclosure,  Tenant hereby
     agrees to attorn to the new owner of such property  after such  foreclosure
     or acceptance of a deed in lieu of foreclosure, if so requested by such new
     owner of the Building.

          14.  OPERATING EXPENSES.

          A.   For purposes of this Paragraph 14, the following  definitions and
               calculations shall apply:

          (1)  The  term  "Project"   shall  mean  the  Building,   the  parking
     facilities, parking garage and other structures, improvements, landscaping,
     fixtures,  appurtenances  and other common areas now and hereafter  placed,
     constructed  or erected on the tract of land which is  described on Exhibit
     B.

          (2)  The  term  "Operating   Expenses"  shall  mean  all  commercially
     reasonable and appropriate expenses,  costs and disbursements of every kind
     and nature which Landlord  shall pay or become  obligated to pay because of
     or in  connection  with  the  ownership,  operation,  maintenance,  repair,
     replacement,  protection  and  security of the  Project,  determined  on an
     accrual basis in accordance with generally accepted accounting  principles,
     including, without limitation, the following:

          (i)  Salaries  and wages of all  employees  engaged in the  operation,
     maintenance  and security of the Project,  including  taxes,  insurance and
     benefits  (including  pension,  retirement  and fringe  benefits)  relating
     thereto;

          (ii)  Cost  of all  supplies  and  materials  used  in the  operation,
     maintenance and security of the Project;

          (iii)Cost of all water,  power and sewage service supplied to, and all
     heating,  lighting,  air conditioning and ventilating of, the Project, with
     the sole exception of electrical energy supplied to tenants

                                       6
<PAGE>

     of the  Building  at their  respective  premises  which are payable by such
     tenants,  other  than  through  pass-through  provisions  similar  to  this
     Paragraph 14;

          (iv) Cost of all  maintenance  and service  agreements for the Project
     and the equipment therein,  including,  without limitation,  alarm service,
     parking  facilities,  security  (both  on-site  and  off-site),  janitorial
     service,  landscaping,  fire  protection,  sprinklers,  window cleaning and
     elevator maintenance;

          (v) Cost of all insurance relating to the Project,  including the cost
     of casualty,  rental and liability insurance  applicable to the Project and
     Landlord's personal property used in connection therewith;

          (vi) All taxes,  assessments  and  governmental  charges  (foreseen or
     unforeseen, general or special, ordinary or extraordinary) whether federal,
     state,  county or  municipal  and  whether  levied by taxing  districts  or
     authorities  presently taxing the Project or by others subsequently created
     or  otherwise,  and any other  taxes and  assessments  attributable  to the
     Project  or its  operation,  and all taxes of  whatsoever  nature  that are
     imposed in substitution for or in lieu of any of the taxes,  assessments or
     other charges herein defined;  provided,  however, Operating Expenses shall
     not include  taxes paid by tenants of the  Project as a separate  charge on
     the value of their  leasehold  improvements,  death taxes,  excess  profits
     taxes,  franchise  taxes and state and federal  income  taxes and shall not
     include  penalties  and/or  interest  due to  Landlord's  failure to timely
     remit;

          (vii) Cost of repairs  and  general  maintenance,  including,  without
     limitation,  reasonable  depreciation  charges  applicable to all equipment
     used in repairing and maintaining the Project,  but specifically  excluding
     repairs and general  maintenance paid by proceeds of insurance or by Tenant
     or by other third parties;

          (viii)  Cost of  capital  improvement  items,  including  installation
     thereof, which are acquired primarily for the purpose of reducing Operating
     Expenses; and

          (ix)  Reasonable  management fees paid by Landlord to third parties or
     management companies owned by, or management divisions of, Landlord, not to
     exceed the then  prevailing  market rate for the management of high quality
     class A office buildings comparable to the Project.

          To the extent that any  Operating  Expenses  are  attributable  to the
     Project and other projects of Landlord, a fair and reasonable allocation of
     such  Operating  Expenses  shall be made between the Project and such other
     projects.

          (3) The term "Base  Operating  Expenses  Rate" is stipulated to be the
     rate specified in Paragraph 1.Q, hereof per square foot of rentable area in
     the Leased Premises.

          (4) The term "Actual  Operating  Expenses" shall mean, with respect to
     each  calendar  year  during the Term of this Lease,  the actual  Operating
     Expenses for such year.  The term "Actual  Operating  Expenses  Rate" shall
     mean, with respect to each calendar year during the Term of this Lease, the
     Actual Operating Expenses attributable to each square foot of rentable area
     in the Building,  and shall be calculated by dividing the Actual  Operating
     Expenses  by the  total  number  of  square  feet of  rentable  area in the
     Building,  as  specified  in  Paragraph  1.G.  hereof.  The term  "Tenant's
     Proportionate  Share of Actual Operating Expenses" shall mean, with respect
     to each calendar year during the Term of this Lease, an amount equal to the
     product of (i) the positive difference (if any) obtained by subtracting the
     Base  Operating  Expenses  Rate from the Actual  Operating  Expenses  Rate,
     multiplied by (ii) the weighted  average  number of square feet of rentable
     area in the Leased Premises in such year; provided,  however, if the Actual
     Operating  Expenses Rate is  determined on the basis of a partial  calendar
     year, then in making the foregoing calculation, the Base Operating Expenses
     Rate shall be  multiplied  by a  fraction,  the  numerator  of which is the
     number of days in such partial  calendar year and the  denominator of which
     is 365, and the foregoing  weighted average shall be calculated only on the
     basis of the  portion  of such  calendar  year  covered by the Term of this
     Lease.

          For example, if the Actual Operating Expenses Rate for a calendar year
     is $3.20 and the Base  Operating  Expenses  Rate is $3.00,  and the  Leased
     Premises  contains  19,000  square feet of rentable  area during the entire
     calendar year, Tenant's Proportionate Share of Actual Operating Expenses is
     $3,800.00, calculated as follows: ($3.20 - $3.00) x 19,000 = $3,800.00.

          B. If the Actual  Operating  Expenses Rate during any calendar year is
     greater than the Base Operating Expenses Rate, Tenant shall be obligated to
     pay  to  Landlord  as  additional   rental  an  amount  equal  to  Tenant's
     Proportionate  Share  of  Actual  Operating  Expenses.   To  implement  the
     foregoing,  Landlord shall provide to Tenant within ninety (90) days (or as
     soon thereafter as reasonably  possible) after the end of the calendar year
     in which the Commencement  Date occurs, a statement of the Actual Operating
     Expenses for such calendar  year,  the Actual  Operating  Expenses Rate for
     such calendar year, and Tenant's  Proportionate  Share of Actual  Operating
     Expenses.  If the Actual  Operating  Expenses  Rate for such  calendar year
     exceeds the Base  Operating  Expenses  Rate,  Tenant shall pay to Landlord,
     within thirty (30) days after Tenant's receipt of such statement, an amount
     equal to Tenant's Proportionate Share of Actual Operating Expenses for such
     calendar year.

          C.  Beginning  with the  Commencement  Date of this  Lease (or as soon
     thereafter  as  reasonably  possible),  Landlord  shall provide to Tenant a
     statement of the  projected  annual  Operating  Expenses per square foot of
     rentable area in the Project (the  "Projected  Operating  Expenses  Rate").
     Tenant  shall pay to Landlord on the first day of each month an amount (the
     "Projected Operating Expenses  installment") equal to one-twelfth (1/12) of
     the Product of (i) the positive difference (if any) obtained by subtracting
     the Base Operating Expenses Rate from the Projected Operating Expenses Rate
     for such  calendar  year,  multiplied  by (ii) the number of square feet of
     rentable  area in the Leased  Premises on the first day of the prior month.
     Until Tenant has received the statement of the Projected Operating Expenses
     Rate from  Landlord,  Tenant  shall  continue  to pay  Projected  Operating
     Expenses  installments  to Landlord in the same amount (if any) as required
     for the last month of the prior calendar year. Upon

                                       7
<PAGE>

Tenant's  receipt of such  statement of the Projected  Operating  Expenses Rate,
Tenant  shall pay to Landlord,  or Landlord  shall pay to Tenant  (whichever  is
appropriate),  the  difference  between  the  amount  paid by  Tenant  prior  to
receiving  such  statement and the amount payable by Tenant as set forth in such
statement. Landlord shall provide Tenant a statement within ninety (90) days (or
as soon thereafter as reasonably  possible) after the end of each calendar year,
showing  the  Actual  Operating  Expenses  Rate  as  compared  to the  Projected
Operating Expenses Rate for such calendar year. If Tenant's  Proportionate Share
of Actual Operating Expenses for such calendar year exceeds the aggregate of the
Projected  Operating  Expenses  Installments  collected by Landlord from Tenant,
Tenant shall pay to Landlord, within thirty (30) days following Tenant's receipt
of such statement, the amount of such excess. If Tenant's Proportionate Share of
Actual  Operating  Expenses for such calendar year is less than the aggregate of
the Projected Operating Expenses Installments collected by Landlord from Tenant,
Landlord  shall  credit  such  overpayment  to  Tenant's  next  accruing  rental
installments, but if the Lease has expired and there are no existing defaults by
Tenant,  Landlord shall pay such overpayment to Tenant,  within thirty (30) days
following  Tenant's  receipt  of such  statement,  the  amount  of such  excess.
Landlord  shall have the right from time to time  during each  calendar  year to
revise the Projected  Operating  Expenses Rate and provide Tenant with a revised
statement thereof,  and thereafter Tenant shall pay Projected Operating Expenses
Installments on the basis of the revised statement.  If the Commencement Date of
this  Lease is not the  first  day of a  calendar  year,  or the  expiration  or
termination  date of this  Lease is not the last day of a  calendar  year,  then
Tenant's Proportionate Share of Actual Operating Expenses shall be prorated. The
foregoing  adjustment  provisions shall survive the expiration or termination of
the Term of this Lease.

     D. Notwithstanding any other provision herein to the contrary, it is agreed
that if the Project is not fully occupied during any calendar year an adjustment
shall be made in computing the Actual  Operating  Expenses for such year so that
the Actual Operating  Expenses are computed as though the Project had been fully
occupied during such year.

     E.  Landlord  agrees to keep books and  records  reflecting  the  Operating
Expenses  of the  Project  in  accordance  with  generally  accepted  accounting
principles.  Tenant, at its expense, shall have the right, within six (6) months
after  receiving  Landlord's  statement  of  Actual  Operating  Expenses  for  a
particular year, to audit Landlord's books and records relating to the Operating
Expenses for such year if the Actual  Operating  Expenses  Rate exceeds the Base
Operating  Expenses  Rate; or, at Landlord's  sole option,  Landlord may provide
such audit prepared by a certified public  accountant  selected by Landlord.  If
conducted by Tenant,  such audit shall be conducted only during regular business
hours at  Landlord's  office  and only  after  Tenant  gives  Landlord  ten (10)
business  days written  notice.  Tenant shall  deliver to Landlord a copy of the
results of such audit within fifteen (15) days of its receipt by Tenant. No such
audit shall be conducted if any other tenant has conducted an audit for the time
period  Tenant  intends to audit and Landlord  furnishes to Tenant a copy of the
results of such audit. No audit shall be conducted at any time that Tenant is in
default  of any of terms of the  lease.  No  subtenant  shall  have any right to
conduct an audit and no assignee  shall  conduct an audit for any period  during
which such  assignee was not in possession  of the Leased  Premises.  Such audit
must be conducted by an independent  nationally  recognized accounting firm that
is not being  compensated by Tenant on a contingency fee basis.  All information
obtained   through  the  Tenant's  audit  with  respect  to  financial   matters
(including,  without limitation,  costs, expenses, income) and any other matters
pertaining  to the  Landlord  and/or  the  Project  as well  as any  compromise,
settlement,  or adjustment  reached between  Landlord and Tenant relative to the
results of the audit  shall be held in strict  confidence  by the Tenant and its
officers,  agents, and employees;  and Tenant shall cause its auditor and any of
its  officers,  agents,  and  employees  to be similarly  bound.  As a condition
precedent  to Tenant's  exercise of its right to audit,  Tenant must  deliver to
Landlord a signed covenant from the auditor in a form reasonably satisfactory to
Landlord  acknowledging  that all of the  results  of such  audit as well as any
compromise,  settlement, or adjustment reached between Landlord and Tenant shall
be held in strict  confidence  and shall not be  revealed  in any  manner to any
person except upon the prior written  consent of Landlord,  which consent may be
withheld  in  Landlord's  sole  discretion,  or  if  required  pursuant  to  any
litigation between Landlord and Tenant materially related to the facts disclosed
by such audit,  or if required by law.  Tenant  understands and agrees that this
provision is of material  importance  to Landlord and that any  violation of the
terms of this  provision  shall  result in  immediate  and  irreparable  harm to
Landlord. Landlord shall have all rights allowed by law or equity if Tenant, its
officers,  agents,  or  employees  and/or the auditor  violate the terms of this
provision,  including,  without limitation, the right to terminate this Lease or
the right to terminate  Tenant's  right to audit in the future  pursuant to this
paragraph.  Tenant  shall  indemnify,  defend upon  request,  and hold  Landlord
harmless from and against all costs,  damages,  claims,  liabilities,  expenses,
losses,  court  costs,  and  attorneys'  fees  suffered  by or  claimed  against
Landlord,  based in whole or in part upon the breach of this paragraph by Tenant
and/or its auditor, and shall cause its auditor to be similarly bound. If within
such six (6) month period Tenant does not give Landlord  written  notice stating
in  reasonable  detail  any  objection  to the  statement  of  Actual  Operating
Expenses,  Tenant  shall  be  deemed  to have  approved  such  statement  in all
respects.

     15.  EMINENT  DOMAIN.  If there  shall be taken by exercise of the power of
eminent domain during the Term of this Lease any part of the Leased  Premises or
the Building,  Landlord may elect to terminate this Lease or to continue same in
effect.  If Landlord elects to continue this Lease,  the rental shall be reduced
in proportion to the area of the Leased  Premises so taken,  and Landlord  shall
repair any damage to the Leased  Premises or the  Building  resulting  from such
taking.  All sums  awarded or agreed upon between  Landlord  and the  condemning
authority  for the taking of the  interest  of  Landlord  or Tenant,  whether as
damages or as compensation,  will be the property of Landlord without prejudice,
however, to claims of Tenant against the condemning  authority on account of the
unamortized  cost of  leasehold  improvements  paid for by  Tenant  taken by the
condemning authority.  If this Lease should be terminated under any provision of
this  Paragraph  15,  rental shall be payable up to the date that  possession is
taken by the  condemning  authority,  and  Landlord  will  refund to Tenant  any
prepaid unaccrued rental less any sum then owing by Tenant to Landlord.

     16. ACCESS BY LANDLORD.  Landlord,  Landlord's  agents and employees  shall
have  access  to and the  right to enter  upon any and all  parts of the  Leased
Premises at any reasonable time (except in cases of emergency, defined to be any
situation in which Landlord perceives imminent danger of injury to person and/or
damage to or loss of property, in which case Landlord may enter upon any and all
parts of the Leased Premises at any time) to examine the condition  thereof,  to
clean,  to make any repairs,  alterations  or  additions  required to be made by
Landlord  hereunder,  to show the Leased  Premises to prospective  purchasers or
tenants  (only  during  the final six  months of the Term) or  mortgage  lenders
(prospective  or  current)  and for  any  other  purpose  deemed  reasonable  by
Landlord,  and Tenant  shall not be entitled to any  abatement  or  reduction of
rental by reason thereof.

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<PAGE>

     17. LANDLORD'S LIEN. In addition to the statutory landlord's lien, Landlord
shall  have at all times a valid  security  interest  to secure  payment  of all
rentals and other sums of money  becoming  due  hereunder  from  Tenant,  and to
secure payment of any damages or loss which Landlord may suffer by reason of the
breach by Tenant of any covenant,  agreement or condition contained herein, upon
all  goods,  wares,  equipment,  fixtures,  furniture,  improvements  and  other
personal  property of Tenant  presently,  or which may hereafter be, situated in
the Leased Premises, and all proceeds therefrom,  and such property shall not be
removed therefrom without the consent of Landlord until all arrearages in rental
as well as any and all other sums of money then due to Landlord  hereunder shall
first  have been  paid and  discharged  and all the  covenants,  agreements  and
conditions  hereof have been fully  compiled with and performed by Tenant.  Upon
the  occurrence  of an Event of Default,  as set forth in Paragraph 18 hereof by
Tenant,  Landlord  may,  to the extent  permitted  by law and in addition to any
other  remedies  provided  herein,  enter  upon  the  Leased  Premises  and take
possession  of  any  and  all  goods,  wares,  equipment,  fixtures,  furniture,
improvements  and other  personal  property  of Tenant  situated  in the  Leased
Premises,  without  liability for trespass or  conversion,  and sell the same at
public or private sale, with or without having such property at the sale,  after
giving Tenant  reasonable  notice of the time and place of any public sale or of
the time after which any private sale is to be made,  at which sale  Landlord or
Landlord's  assigns may purchase  unless  otherwise  prohibited  by law.  Unless
otherwise  provided by law, and without intending to exclude any other manner of
giving Tenant reasonable  notice,  the requirement of reasonable notice shall be
met if such notice is given in the manner  prescribed in this Lease at least ten
(10) days before the time of sale.  Any sale made pursuant to the  provisions of
this  Paragraph  17 shall be deemed to have been a public  sale  conducted  in a
commercially  reasonable  manner  if held in the  Leased  Premises  or where the
property  is  located  after  the time,  place and  method of sale and a general
description of the types of property to be sold have been  advertised in a daily
newspaper published in the county in which the Building is located, for rive (5)
consecutive  days  before  the  date of the  sale.  The  proceeds  from any such
disposition,  less any and all expenses connected with the taking of possession,
holding and selling of the property (including reasonable attorneys' fees) shall
be applied as a credit against the indebtedness secured by the security interest
granted  in this  Paragraph  17.  Any  surplus  shall  he paid to  Tenant  or as
otherwise  required by law; Tenant shall pay any  deficiencies  forthwith.  Upon
request of Landlord,  Tenant agrees to execute Uniform Commercial Code financing
statements relating to the aforesaid security interest.

     18. DEFAULTS.

     A. Each of the following acts or omissions of Tenant or  occurrences  shall
constitute all "Event of Default":

     (1)  Failure or  refusal  by Tenant to timely pay rental or other  payments
hereunder.

     (2) Failure to perform or observe any  covenant or  condition of this Lease
by Tenant to be performed  or observed  upon the  expiration  of a period of ten
(10) days following written notice to Tenant of such failure.

     (3) The filing or execution or occurrence of any one of the following:  (i)
a petition in bankruptcy or other  insolvency  proceeding by or against  Tenant,
(ii) petition or answer  seeking  relief under any  provision of the  Bankruptcy
Act,  (iii) an assignment  for the benefit of creditors or  composition,  (iv) a
petition  or other  proceeding  by or against  Tenant for the  appointment  of a
trustee,  receiver or liquidator of Tenant or any of Tenant's property, or (v) a
proceeding by any  governmental  authority for the dissolution or liquidation of
Tenant.

     (4) Tenant shall default under any other lease with Landlord,  now existing
or hereafter entered into.

     B. This Lease and the Term and estate hereby  granted and the demise hereby
made are subject to the  limitation  that if and  whenever  any Event of Default
shall occur, Landlord may, at Landlord's option, in addition to all other rights
and remedies given hereunder or by law or equity,  do any one (1) or more of the
following  without  notice or demand,  any such  notice or demand  being  hereby
waived:

     (1) Terminate this Lease, in which event Tenant shall immediately surrender
possession of the Leased Premises to Landlord.

     (2) Enter  upon and take  possession  of the Leased  Premises  and expel or
remove  Tenant  and  any  other  occupant  therefrom,  with  or  without  having
terminated the Lease.

     (3) Alter locks and other security devices at the Leased Premises.

     C. Exercise by Landlord of any one (1) or more remedies  hereunder  granted
or otherwise  available  shall not be deemed to be an acceptance of surrender of
the Leased  Premises by Tenant,  whether by agreement or by operation of law, it
being  understood  that  such  surrender  can be  effected  only by the  written
agreement of Landlord and Tenant.  No such alteration of security devices and no
removal or other exercise of dominion by Landlord over the property of Tenant or
others at the Leased  Premises  shall be deemed  unauthorized  or  constitute  a
conversion,  Tenant  hereby  consenting,  after  any  Event of  Default,  to the
aforesaid  exercise of dominion Over Tenant's property within the Building.  All
claims  for  damages  by  reason  of  such  re-entry  and/or  possession  and/or
alteration  of locks or other  security  devices are hereby  waived,  as are all
claims  for  damages  by  reason  of any  distress  warrant,  forcible  detainer
proceedings,  sequestration  proceedings or other legal  process.  Tenant agrees
that any re-entry by Landlord  may be pursuant to judgment  obtained in forcible
detainer proceedings or other legal proceedings or without the necessity for any
legal  proceedings,  as Landlord may elect,  and Landlord shall not be liable in
trespass or otherwise.

     D. In the event that Landlord elects to terminate the Lease by reason of an
Event of  Default,  Landlord  may hold  Tenant  liable  for all rental and other
indebtedness accrued to the date of such termination, plus such rental and other
indebtedness  as would  otherwise  have  been  required  to be paid by Tenant to
Landlord  during  the  period  following  termination  of the Term of this Lease
measured from the date of such  termination  by Landlord until the expiration of
the Term of this Lease (had  Landlord  not  elected  to  terminate  the Lease on
account of such

                                       9
<PAGE>

Event of Default)  diminished  by any not sums  thereafter  received by Landlord
through  reletting  the Leased  Premises  during  said period  (after  deducting
expenses incurred by Landlord as provided in Paragraph 18.F. hereof). Actions to
collect  amounts due by Tenant  provided for in this paragraph of this Paragraph
18.D, may be brought from time to time by Landlord during the aforesaid  period,
on one (1) or more occasions,  without the necessity of Landlord's waiting until
the  expiration of such period,  and in no event shall Tenant be entitled to any
excess of rental (or rental plus other  sums)  obtained  by  reletting  over and
above the rental provided for in this Lease.

     E. In the event that  Landlord  elects to  repossess  the  Leased  Premises
without terminating this Lease, then Tenant shall be liable for and shall pay to
Landlord,  at the address  specified in Paragraph  1.B.  hereof,  all rental and
other  indebtedness  accrued  to the  date of  such  repossession,  plus  rental
required to be paid by Tenant to Landlord  during the  remainder  of the Term of
this Lease until the expiration of the Term of this Lease, diminished by any net
sums  thereafter  received by Landlord  through  reletting  the Leased  Premises
during said period (after deducting expenses incurred by Landlord as provided in
Paragraph 18.F.  hereof).  In no event shall Tenant be entitled to any excess of
any rental  obtained by  reletting  over and above the rental  herein  reserved.
Actions to collect amounts due by Tenant as provided in this Paragraph 18.E. may
be  brought  from  time  to  time,  on one (1) or more  occasions,  without  the
necessity of Landlord's waiting until the expiration of the Term of this Lease.

     F. In case of an Event of  Default,  Tenant  shall  also be liable  for and
shall pay to Landlord,  at the address  specified in Paragraph  1B.  hereof,  in
addition to any sum  provided to be paid above:  (i) broker's  fees  incurred by
Landlord  in  connection  with  reletting  the  whole or any part of the  Leased
Premises,  (ii) the cost of  removing  and storing  Tenant's or other  occupants
property, (iii) the cost of repairing, altering, remodeling or otherwise putting
the Leased Premises into a condition  reasonably similar to the condition of the
Premises prior to Tenant's occupancy,  and (iv) all reasonable expenses incurred
by Landlord in enforcing  Landlord's remedies,  including reasonable  attorneys'
fees.  In such event past due  rental  and other  past due  payments  shall bear
interest from maturity at the highest lawful rate per annum until paid.

     G. Upon  termination of Tenant's right to possession of the Premises due to
an  Event of  Default,  Landlord  shall  use  reasonable  efforts  to relet  the
Premises: provided, however, that, Tenant agrees that Landlord has no obligation
to: (i) relet the Premises prior to leasing any other space within the Building;
(ii) relet the Premises (A) at a rental rate or otherwise on terms below market,
as then determined by Landlord in its reasonable  discretion;  (B) to any entity
not satisfying Landlord's then standard financial credit risk criteria;  (C) for
a use (1) not  consistent  with the Permitted Use, as defined in Paragraph 5 (2)
which would violate then  applicable  law or any  restrictive  covenant or other
lease  affecting the Building;  (3) which would impose a greater burden upon the
Building's parking, HVAC or other facilities; and/or (4) which would involve any
use of  Hazardous  Materials;  (iii) divide the  Premises,  install new demising
walls or otherwise  reconfigure the Premises to make same more marketable;  (iv)
pay any leasing or other commissions arising from such reletting,  unless Tenant
unconditionally delivers Landlord, in good and sufficient funds, the full amount
thereof in advance;  (v) pay,  and/or grant any allowance for,  tenant finish or
other costs  associated  with any new lease,  even though same may be  amortized
over the applicable lease term, unless Tenant unconditionally delivers Landlord,
in good and sufficient  funds,  the full amount thereof in advance;  and/or (vi)
relet the  Premises,  if to do so,  Landlord  would be  required  to alter other
portions of the Building,  make ADA-type  modifications or otherwise  install or
replace  any  sprinkler,  security,  safety,  HVAC or other  Building  operating
systems.

     H. If Tenant should fail to make any payment or cure any default  hereunder
within the time herein permitted,  Landlord,  without being under any obligation
to do so and without thereby waiving such default,  may make such payment and/or
remedy  such  other  default  for the  account  of Tenant  (and enter the Leased
Premises for such  purpose),  and  thereupon  Tenant shall be obligated  to, and
hereby  agrees  to,  pay  Landlord,   upon  demand,  all  costs,   expenses  and
disbursements  (including  reasonable  attorneys'  fees) incurred by Landlord in
taking such remedial action.

     I. In the event of any default by Landlord, Tenant's exclusive remedy shall
be an action for damages (Tenant hereby waiving the benefit of any laws granting
Tenant a lien upon the  property of Landlord  and/or upon rental due  Landlord),
but prior to any such action Tenant will give Landlord written notice specifying
such default with particularity, and Landlord shall thereupon have ten (10) days
(plus such  additional  reasonable  period as may be required in the exercise by
Landlord of due  diligence) in which to cure any such default.  Unless and until
Landlord  fails to so cure any default after such notice,  Tenant shall not have
any remedy or cause of action by reason  thereof.  All  obligations  of Landlord
hereunder  will  be  construed  as  covenants,  not  conditions;  and  all  such
obligations  will be binding upon  Landlord only during the period of Landlord's
ownership and/or possession of the Building and not thereafter.

     The term "Landlord"  shall mean only the owner,  for the time being, of the
Building,  and in the event of the transfer by such owner of its interest in the
Building,  such owner  shall  thereupon  be  released  and  discharged  from all
covenants  and  obligations  of  the  Landlord  thereafter  accruing,  but  such
covenants and  obligations  shall be binding  during the Term of this Lease upon
each new owner for the duration of such owner's ownership.

     19. NONWAIVER.  Neither  acceptance of rental or other payments by Landlord
nor failure by Landlord  to  complain  of any  action,  nonaction  or default of
Tenant shall constitute a waiver of any of Landlord's rights  hereunder.  Waiver
by Landlord of any right for any default of Tenant shall not constitute a waiver
of any right for either a subsequent default of the same obligation or any other
default.  Receipt by Landlord of Tenant's keys to the Leased  Premises shall not
constitute an acceptance of surrender of the Leased Premises.

     20.  HOLDING  OVER.  If Tenant  should  remain in  possession of the Leased
Premises after the  expiration of the Term of this Lease,  without the execution
by Landlord and Tenant of a now lease or an extension of this Lease, then Tenant
shall be deemed to be occupying the Leased  Premises as a  tenant-at-sufferance,
subject to all the covenants and obligations of this Lease and at a daily rental
of 150% of the per day  rental  provided  for the last month of the Term of this
Lease,  computed on the basis of a thirty (30) day month.  The  inclusion of the
preceding  sentence  shall not be construed as Landlord's  consent for Tenant to
hold over.  If any  property  not  belonging  to Landlord  remains at the Leased
Premises  after  the  expiration  of the  Term  of  this  Lease,  Tenant  hereby
authorizes  Landlord to make such  disposition  of such property as Landlord may
desire without liability for compensation or damages to Tenant in the event that

                                       10
<PAGE>


such property is the property of Tenant; and in the event that such property is
the property of someone  other than Tenant,  Tenant agrees to indemnify and hold
Landlord harmless from all suits, actions, liability, loss, damages and expenses
in connection with or incident to any removal,  exercise or dominion over and/or
disposition of such property by Landlord.

     21.  COMMON AREA.  The Common Area,  as defined in Paragraph  1.N.  hereof,
shall be subject to Landlord's sole management and control and shall be operated
and  maintained  in such  manner as  Landlord  in  Landlord's  discretion  shall
determine.  Landlord  reserves  the  right  to  change  from  time to  time  the
dimensions and location of the Common Area, to construct  additional  stories on
the  Building  and  to  place,  construct  or  erect  new  structures  or  other
improvements on any part of the Land without the consent of Tenant,  Tenant, and
Tenant's  employees and invitees  shall have the  nonexclusive  right to use the
Common  Area as  constituted  from time to time,  such use to be in common  with
Landlord,  other tenants of the Building and other  persons  entitled to use the
same,  and subject to such  reasonable  rules and  regulations  governing use as
Landlord may from time to time prescribe.  Tenant shall not solicit  business or
display merchandise within the Common Area, or distribute  handbills therein, or
take any action which would  interfere  with the rights of other  persons to use
the Common Area.  Landlord may temporarily close any part of the Common Area for
such periods of time as may be  necessary  to prevent the public from  obtaining
prescriptive  rights or to make  repairs  or  alterations  as long as Tenant has
access at all times to the Leased Premises (except in the case of an emergency).

     22. RULES AND  REGULATIONS.  Tenant,  and Tenant's  agents,  employees  and
invitees shall comply fully with all  requirements  of the rules and regulations
of the Building  which are attached  hereto as Exhibit C and made a part hereof.
Landlord shall at all times have the right to change such rules and  regulations
or to amend or supplement them in such manner as may be deemed advisable for the
safety,  care and  cleanliness  of the Leased  Premises and the Building and for
preservation of good order therein, all of which rules and regulations,  changes
and  amendments  shall be  forwarded  to  Tenant  and shall be  carried  out and
observed by Tenant.  Tenant shall further be responsible for the compliance with
such rules and regulations by the employees, agents and invitees of Tenant.

     23.  TAXES.  Tenant  shall be liable  for the  timely  payment of all taxes
levied or assessed against personal property, furniture or fixtures or equipment
placed by Tenant in the Leased  Premises.  If any such taxes for which Tenant is
liable are levied or assessed  against  Landlord or  Landlord's  property and if
Landlord elects to pay the same, or if the assessed value of Landlord's property
is  increased  by  inclusion  of  personal  property,  furniture  or fixtures or
equipment  placed by Tenant in the Leased  Premises,  and Landlord elects to pay
the taxes based an such increase,  Tenant shall pay to Landlord upon demand that
part of such taxes for which Tenant is liable hereunder.

     24.  INSURANCE.  Tenant shall,  at Tenant's  expense,  procure and maintain
throughout  the Term of this Lease a policy or  policies of  commercial  general
liability  insurance  (including  contractual  liability)  and  property  damage
insurance,  issued by insurers of  recognized  responsibility,  authorized to do
business  in the State in which the  Building is  located,  insuring  Tenant and
Landlord  against  any and all  liability  for injury to or death of a person or
persons,  occasioned  by or  arising  out of or in  connection  with  the use or
occupancy of the Leased Premises, the limits of such policy or policies to be in
an amount of not less than $2,000,000  combined single limit with respect to any
one (1) occurrence,  and shall furnish evidence  satisfactory to Landlord of the
maintenance of such insurance.  Tenant shall obtain a written  obligation on the
part of each  insurer to notify  Landlord  at least  fifteen  (15) days prior to
modification or  cancellation  of such insurance.  In the event Tenant shall not
have delivered to Landlord a policy or certificate  evidencing such insurance at
least fifteen (15) days prior to the Commencement Date and at least fifteen (15)
days prior to the expiration dates of each expiring policy,  Landlord may obtain
such  insurance  as  Landlord  may  reasonably  require  to  protect  Landlord's
interest.  The cost for such  policies  shall be paid by Tenant to  Landlord  as
additional  rental upon demand plus an  administrative  charge as  determined by
Landlord.

     25. PERSONAL LIABILITY. The liability of Landlord to Tenant for any default
by Landlord  under the terms of this Lease  shall be limited to the  proceeds of
sale on  execution  of the interest of Landlord in the Building and in the Land,
and neither  Landlord,  nor any party comprising  Landlord,  shall be personally
liable for any deficiency.  This clause shall not be deemed to limit or deny any
remedies  which  Tenant may have in the event of default by  Landlord  hereunder
which do not involve the personal liability of Landlord.

     26. NOTICE.  Any notice which may or shall be given under the terms of this
Lease  shall be in  writing  and shall be either  delivered  by hand  (including
commercially  recognized  messenger  and express mail service) or sent by United
States Mail, registered or certified, return receipt requested, postage prepaid,
if for  Landlord,  to the  Building  office  and at  the  address  specified  in
Paragraph 1.B, hereof,  or if for Tenant, to the Leased Premises or, if prior to
the Commencement  Date, at the address specified in Paragraph 1.D. hereof, or at
such other addresses as either party may have  theretofore  specified by written
notice delivered in accordance  herewith.  Such address may be changed from time
to time by either  party by giving  notice as provided  herein,  Notice shall be
deemed given when delivered (if delivered by hand) or, whether actually received
or not, when  postmarked (if sent by mail). If the term "Tenant" as used in [his
Lease  refers to more than one (1) person  and/or  entity,  and notice  given as
aforesaid to any one of such  persons  and/or  entities  shall he deemed to have
been duly given to Tenant.

     27.  LANDLORD'S  MORTGAGE.  If Landlord has provided  Tenant written notice
that the  Building  and/or  Leased  Premises are at any time subject to a ground
lease,  mortgage,  deed of trust or other  lien,  then in any  instance in which
Tenant gives notice to Landlord alleging default by Landlord  hereunder,  Tenant
will also simultaneously give a copy of such notice to each Landlord's Mortgagee
(provided Landlord or Landlord's  Mortgagee shall have advised Tenant in writing
of the name and address of Landlord's  Mortgagee) and each Landlord's  Mortgagee
shall have the right (but no  obligation)  to cure or remedy such default during
the period that is permitted to Landlord hereunder, plus an additional period of
ten (10) days, then Tenant will accept such curative or remedial action (if any)
taken by  Landlord's  Mortgagee  with the same effect as if such action had been
taken by Landlord.

     28.  BROKERAGE.  Tenant  represents  and warrants that it has dealt with no
broker,  agent or other person in connection  with this  transaction and that no
broker,  agent or other  person  acting on behalf of Tenant  brought  about this
transaction,  other than Broker specified in Paragraph 1.P.  hereof,  and Tenant
agrees to indemnify  and hold  Landlord  harmless from and against any claims by
any other broker,  agent or other person  claiming a commission or



                                       11
<PAGE>

other form of  compensation by virtue of having dealt with Tenant with regard to
this leasing transaction,  The provisions of this Paragraph 28 shall survive the
termination of this Lease.

     29.  PREPAID  RENTAL AND SECURITY  DEPOSIT.  Landlord  hereby  acknowledges
receipt from Tenant of the sum stated in Paragraph 1.K.  hereof to be applied to
the first accruing monthly installments of rental. Landlord further acknowledges
receipt from Tenant of a Security Deposit in the amount stated in Paragraph 1.L.
hereof to be held by  Landlord  as  security  for the  performance  by Tenant of
Tenant's  covenants  and  obligations  under  this  Lease,  it  being  expressly
understood  that such  deposit  shall not be  considered  an advance  payment of
rental or a measure of  Landlord's  damages  in case of  default by Tenant.  The
Security  Deposit  shall be held by  Landlord  without  liability  to Tenant for
interest,  and Landlord may commingle  such deposit with any other funds held by
Landlord.  If Tenant  should be late in the  making of any  payment of rental or
other sum due under this Lease,  Tenant  agrees that,  upon request of Landlord,
Tenant  will  increase  forthwith  the amount of the  Security  Deposit to a sum
double the existing amount thereof. Upon the occurrence of any Event of Default,
Landlord may, from time to time, without prejudice to any other remedy, use such
fund to the extent  necessary  to make good any  arrears of rental and any other
damage,  injury,  expense  or  liability  caused to  Landlord  by such  Event of
Default.  Following any such application of the Security  Deposit,  Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to the amount thereof  immediately prior to such application.  If Tenant
is not then in default hereunder, any remaining balance of such deposit shall be
returned  by  Landlord  to Tenant  upon  termination  of this  Lease;  provided,
however,  Landlord  shall  have the right to retain and  expend  such  remaining
balance for cleaning and repairing  the Leased  Premises if Tenant shall fail to
deliver up the same at the  expiration or earlier  termination  of this Lease in
the condition  required by the provisions of this Lease.  If Landlord  transfers
Landlord's  interest  in the  Leased  Premises  during  the  Term or this  Lease
(including any renewal thereof), Landlord may assign the Security Deposit to the
transferee and thereafter shall have no further liability for the, return of the
Security Deposit.

    30. MISCELLANEOUS.

     A. Provided Tenant complies with Tenant's covenants, duties and obligations
hereunder, Tenant shall quietly have, hold and enjoy the Leased Premises subject
to the terms and provisions of this Lease without hindrance from Landlord or any
person or entity claiming by, through or under Landlord.

     B. In any circumstance where Landlord is permitted to enter upon the Leased
Premises  during the Term of this  Lease,  whether for the purpose of curing any
default of Tenant,  repairing damage resulting from fire or other casualty or an
eminent domain taking or is otherwise  permitted  hereunder or by law to go upon
the Leased  Premises,  no such entry shall constitute an eviction or disturbance
of Tenant's use and possession of the Leased Premises or a breach by Landlord of
any of Landlord's  obligations  hereunder or render  Landlord liable for damages
for loss of business or otherwise or entitle  Tenant to be relieved  from any of
Tenant's obligations hereunder or grant Tenant any right of setoff or recoupment
or other remedy;  and in connection  with any such entry incident to performance
of repairs,  replacements,  maintenance  or  construction,  all of the aforesaid
provisions shall be applicable  notwithstanding  that Landlord may elect to take
building  materials  in, to or upon the Leased  Premises that may be required or
utilized in connection with such entry by Landlord.

     C. Landlord may restrain or enjoin any breach or  threatened  breach of any
covenant, duty or obligation of Tenant herein contained without the necessity of
proving the inadequacy of any legal remedy or irreparable  harm. The remedies of
Landlord  hereunder  shall be deemed  cumulative,  and no  remedy  of  Landlord,
whether  exercised by Landlord or not, shall be deemed to be in exclusion of any
other.   Except  as  may  be  otherwise  herein  expressly   provided,   in  all
circumstances  under this Lease where  prior  consent or  permission  of one (1)
party ("first  party") is required  before the other party  ("second  party") is
authorized to take any particular type of action, the matter of whether to grant
such consent or permission  shall be within the sole and exclusive  judgment and
discretion of the first party;  and it shall not constitute any nature of breach
by the first party  hereunder or any defense to the performance of any covenant,
duty or obligation of the second party hereunder that the first party delayed or
withhold the granting of such consent or permission, whether or not the delay or
withholding  of such consent or permission was prudent or reasonable or based on
good cause.

     D. In all  instances  where Tenant is required to pay any sum or do any act
at a particular  indicated time or within an indicated  period, it is understood
that time is of the essence.

     E. The  obligation  of Tenant to pay all rental  and other  sums  hereunder
provided to be paid by Tenant and the  obligation of Tenant to perform  Tenant's
other  covenants  and duties  hereunder  constitute  independent,  unconditional
obligations to be performed at all times provided for hereunder, save and except
only when an abatement  thereof or reduction  therein is  hereinabove  expressly
provided for and not otherwise.  Tenant waives and relinquishes all rights which
Tenant  might have to claim any nature of lien  against or  withhold,  or deduct
from or offset  against any rental and other sums provided  hereunder to be paid
Landlord by Tenant,  Tenant waives and relinquishes any right to assert,  either
as a claim or as a defense,  that  Landlord is bound to perform or is liable for
the  nonperformance  of any  implied  covenant or implied  duty of Landlord  not
expressly herein set forth.

     F.  Under  no  circumstances  whatsoever  shall  Landlord  ever  be  liable
hereunder for consequential damages or special damages.

     G.  Landlord   retains  the  exclusive   right  to  create  any  additional
improvements  to structural  and/or  mechanical  systems,  interior and exterior
walls and/or glass,  which Landlord deems necessary without the prior consent of
Tenant.

     H. All  monetary  obligations  of Landlord and Tenant  (including,  without
limitation,  any monetary  obligation  of Landlord or Tenant for damages for any
breach of the respective covenants,  duties or obligations of Landlord or Tenant
hereunder)  are  performable  exclusively in the county in which the Building is
located.

     I. The laws of the State in which the Building is located  shall govern the
interpretation, validity, performance and enforcement of this Lease.

                                       12
<PAGE>

     J. If any clause or provision of this Lease is or becomes illegal, invalid,
or unenforceable  because of present or future laws or any rule or regulation of
any  governmental  body or entity,  effective during the Term of this Lease, the
intention of the parties hereto is that the remaining  parts of this Lease shall
not be affected thereby.

     K. It is  mutually  agreed by and  between  Landlord  and  Tenant  that the
respective  parties  hereto  shall and they hereby do waive trial by jury in any
action,  proceeding  or  counterclaim  brought by either of the  parties  hereto
against  the  other an any  matters  whatsoever  arising  out,  of or in any way
connected with this Lease, the relationship of landlord and tenant, Tenant's use
or occupancy of the Leased  Premises,  and any emergency  statutory or any other
statutory remedy.

     L.  Landlord  expressly  reserves the right,  at  Landlord's  sole cost and
expense,  to remove  Tenant from the Leased  Premises and to relocate  Tenant in
some other space (the "New  Premises") of Landlord's  choosing of  approximately
the same  dimensions  and size within the Building or any other office  building
now or hereafter  placed,  constructed  or erected an the tract of land which is
described  on Exhibit B, which  other space  shall be  decorated  by Landlord at
Landlord's  sole cost and expense.  Landlord shall have the right, in Landlord's
sole discretion, to use such decorations and materials from the Leased Premises,
or other materials, so that the New Premises shall be comparable in its interior
design  and  decoration  to the  Leased  Premises;  provided,  however,  that if
Landlord exercises  Landlord's election to remove and relocate Tenant in the New
Premises,  which is at that time leasing for a higher rate of Base Rental,  then
Tenant  shall not be required to pay the  difference  between the Base Rental of
the Leased  Premises  and the higher  Base Rental of the New  Premises.  Nothing
herein  contained shall be construed to relieve Tenant,  or imply that Tenant is
relieved, of the liability for or obligation to pay any additional rental due by
reason of any of the other  provisions of this Lease,  which provisions shall be
applied  to  the  New  Premises.  Tenant  agrees  that  Landlord's  exercise  of
Landlord's election to remove and relocate Tenant shall not terminate this Lease
or release  Tenant,  in whole or in part,  from  Tenant's  obligation to pay the
rental and perform the covenants and  agreements  hereunder for the full Term of
this Lease.  In the event of any such  relocation,  this Lease shall continue in
full  force and  effect  with no change in the terms,  covenants  or  conditions
hereof other than the  substitution  of the New Premises for the Leased Premises
specified in Paragraph 1.F.  hereof.  Upon request from  Landlord,  Tenant shall
execute an amendment to this Lease reflecting the aforesaid change.

     M. No receipt of money by Landlord from Tenant after the  expiration of the
Term  of  this  Lease,  or  after  the  service  of any  notice,  or  after  the
commencement  of any suit, or after final  judgment for possession of the Leased
Premises,  shall reinstate,  continue or extend the Term of this Lease or affect
any such  notice,  demand  or suit or imply  consent  for any  action  for which
Landlord's consent is required.

     N. Words of any gender  used in this Lease shall be held and  construed  to
include any other  gender,  and words in the  singular  number  shall be held to
include the plural,  unless the context otherwise requires.  The headings of the
Paragraphs of this Lease have been inserted for convenience  only and are not to
be considered in any way in the construction or interpretation of this Lease.

     O.  Tenant  agrees  that  Tenant  shall  from time to time upon  request by
Landlord and/or Landlord's Mortgagee execute and deliver to Landlord a statement
in recordable form certifying (i) that the Lease is unmodified and in full force
and effect (or, it there have been modifications, that the same is in full force
and effect as so  modified),  (ii) the dates to which  rental and other  charges
payable  under  this Lease have been  paid,  and (iii) that  Landlord  is not in
default hereunder (or, if Landlord is in default,  specifying the nature of such
default). Tenant further agrees that Tenant shall from time to time upon request
by Landlord  execute and deliver to Landlord an instrument  in  recordable  form
acknowledging  Tenant's  receipt  of any notice of  assignment  of this Lease by
Landlord.

     P. In no event shall  Tenant have the right to create or permit there to be
established any lien or encumbrance of any nature against the Leased Premises or
the Building for any  improvement or  improvements  by Tenant,  and Tenant shall
fully pay the cost of any improvement or improvements  made or contracted for by
Tenant.  Any mechanic's  lien filed against the Leased  Premises or the Building
for work claimed to have been done, or materials  claimed to have been furnished
to Tenant,  shall be duly  discharged  by Tenant  within ten (10) days after the
filing of the lien.

     Q. Whenever a period of time is herein prescribed for action to be taken by
Landlord,  Landlord shall not be liable or  responsible  for, and there shall be
excluded  from the  computation  for any such period of time,  any delays due to
strikes, riots, acts of God, shortages of labor or materials,  war, governmental
laws,  regulations or  restrictions,  or any other causes of any kind whatsoever
which are beyond the reasonable control of Landlord.

     R. This Lease shall not be recorded by either party  without the consent of
the other.

     S.  Nothing  herein  contained  shall be deemed or construed by the parties
hereto,  nor by any third party,  as creating the  relationship of principal and
agent,  or of partnership  or of joint venture  between the parties  hereto,  it
being  understood  and agreed  that  neither  the method of the  computation  of
rental,  nor any other provision  contained herein,  nor any acts of the parties
hereto,  shall be deemed to create any  relationship  between the parties hereto
other than the relationship of landlord and tenant.

     T.  Whenever  it is  provided  herein  that a monetary  sum shall be due to
Landlord  together  with  interest at the highest  lawful rate,  if at such time
there shall be no highest rate prescribed by applicable  law,  interest shall be
due at the rate of two  percent  (2%) in  excess  of Prime  Rate as  defined  in
Paragraph 1.0. hereof.

     U. Tenant  acknowledges  that Landlord's  agents and employees have made no
representations  or promises with respect to the Leased Premises or the Building
except as herein  expressly set forth, and Tenant further  acknowledges  that no
rights,  easements  or  licenses  are  acquired  by  Tenant  by  implication  or
otherwise, except as herein expressly set forth.

     V. Tenant warrants that Tenant is, and shall remain  throughout the Term of
this Lease, authorized to do business and in good standing in the State in which
the Building is located,  Tenant  agrees,  upon request by Landlord,  to furnish
Landlord  satisfactory  evidence of Tenant's  authority  for entering  into this
Lease.

                                       13
<PAGE>

     W. In case it  should be  necessary  or proper  for  Landlord  to bring any
action under this Lease (including  specifically,  without  limitation,  for the
review of  instruments  evidencing a proposed  assignment,  subletting  or other
transfer by Tenant  submitted to Landlord for consent) or the enforcement of any
of  Landlord's  rights  hereunder  and if the Landlord  prevails in such action,
Tenant agrees to pay to Landlord reasonable attorneys' fees.

     X. In the event  Tenant  requests  from  Landlord  the  written  consent of
Landlord to any proposed  assignment  of the Lease or  subletting  of the Leased
Premises or alterations to the Leased Premises, Landlord may require the payment
of reasonable  attorney's fees and other  out-of-pocket  third party expenses to
the extent  incurred by Landlord  in  processing  such  request,  regardless  of
whether such consent is granted. Such fee shall be payable by Tenant at the time
such request is made by Tenant.

     Y. Submission of this Lease for  examination  does not constitute an offer,
right of first refusal,  reservation  of, or option for, the Leased  Premises or
any other premises in the Building.  This Lease shall become effective only upon
execution and delivery by both Landlord and Tenant.

     Z. If Tenant is composed of more than one (1) person or entity, each person
and/or entity  comprising  Tenant shall be jointly and severally  liable for the
performance  of  the   obligations   of  Tenant  under  this  Lease,   including
specifically,  without  limitation,  the  payment  of rental  and all other sums
payable hereunder.

     AA.  Landlord shall have the right at any time to change the name or street
address  of the  Building  and to  install  and  maintain a sign or signs on the
interior or exterior of the Building.

     BB. Any charges against Tenant by Landlord for services or for work done on
the Leased Premises by order of Tenant, or otherwise  accruing under this Lease,
shall be considered as rental due and shall be included in any lien for rental.

     CC.  Tenant  has no right to  protest  the real  estate  tax rate  assessed
against the Project and/or the appraised value of the Project  determined by any
appraisal  review board or other taxing  entity with  authority to determine tax
rates  and/or  appraised  values  (each a  "Taxing  Authority").  Tenant  hereby
knowingly,  voluntarily and intentionally waives and releases any right, whether
created by law or otherwise,  to (a) file or otherwise protest before any Taxing
Authority any such rate or value  determination  even though  Landlord may elect
not to file any such protest.,  (b) receive,  or otherwise  require  Landlord to
deliver,  a copy of any reappraisal  notice received by Landlord from any Taxing
Authority;  and (c) appeal any order of a Taxing  Authority which determines any
such protest.  The foregoing  waiver and release covers and includes any and all
rights,  remedies and recourse of Tenant,  now or at any time  hereafter,  under
Section 41.413 and Section 42.015 of the Texas Tax Code (as currently enacted or
hereafter   modified)  together  with  any  other  or  further  laws,  rules  or
regulations covering the subject matter thereof,  Tenant acknowledges and agrees
that the foregoing waiver and release was bargained for by Landlord and Landlord
would not have agreed to enter into this Lease in the absence of this waiver and
release.

     DD.  The  parties  acknowledge  that the  parties  and their  counsel  have
reviewed and revised this Lease and that the normal rule of  construction to the
effect that any ambiguities are to be resolved  against the drafting party shall
not be  employed  in the  interpretation  of  this  Lease  or  any  exhibits  or
amendments hereto.

     31. ENTIRE AGREEMENT AND BINDING EFFECT. This Lease and any contemporaneous
workletter,  addenda or  exhibits  signed by the parties  constitute  the entire
agreement between Landlord and Tenant; no prior written or prior contemporaneous
oral  promises  or  representations  shall be  binding.  This Lease shall not be
amended, changed or extended except by written instrument signed by both parties
hereto.  The  provisions  of this Lease  shall be binding  upon and inure to the
benefit of the heirs,  personal  representatives,  successors and assigns of the
parties,  but this  provision  shall in no way alter the  restriction  herein in
connection with assignment, subletting and other transfer by Tenant.


                                       14
<PAGE>


     EXECUTED in multiple  counterparts,  each of which shall have the force and
effect of an original, on the date specified below.

                           LANDLORD:

                           DALLAS OFFICE PORTFOLIO, L.P.,
                           a Delaware limited partnership

                           By:  Suburban Dallas Office Portfolio, LLC,
                                a Delaware limited liability company, its
                                sole general partner

                                By: Beacon Capital Partners, L.P., a Delaware
                                    limited partnership, its sole member

                                    By: Beacon Capital Partners, Inc.,a Maryland
                                        corporation, its sole  general partner

Date Signed: 9/1/00                     By:  /s/ Philip J. Brannigan
             ------                         -----------------------
                                        Name:  Philip J. Brannigan, Jr.
                                             ------------------------
                                        Title: Vice President
                                               ----------------------
                           TENANT:

                           SOFTWARE SPECTRUM CRM, INC. d/b/a SOFTWARE
                           SPECTRUM
                           -------------------------------------------

Date Signed:August 30, 2000     By:  /s/ Robert D. Graham
            ---------------          --------------------
                                Name: Robert D. Graham
                                      ----------------
                                Title: Vice President
                                      ----------------
                                      Hereto Duly Authorized



                                       15
<PAGE>


                                Addendum to Lease
                                 By and Between
                    Dallas Office Portfolio, L.P. (Landlord)
                                       And
          Software Spectrum CRM, Inc., d/b/a Software Spectrum (Tenant)

1. Cancellation
   Option:          Provided  Tenant is not or has not been in default under any
                    of the terms and conditions of the lease,  has not sublet or
                    assigned  all or any  portion of the  Premises,  then Tenant
                    shall have a  one-time  right to  terminate  the lease as of
                    close of business  August 31, 2002. This option to Terminate
                    is   subject   to   Tenant    delivering    written   notice
                    ("Cancellation   Notice")  to  Landlord  Of  its  intent  to
                    terminate  no later than  January  31,  2002,  and with said
                    Cancellation  Notice  delivering to Landlord (1) a certified
                    check equal to all  unamortized  costs [i.e.  which up front
                    costs  included,  upon the date of  execution of this lease,
                    only brokerage/leasing commissions), all amortized at a cost
                    of funds  equal to 12%,  and (2) a penalty  payment,  in the
                    form of a certified check, equal to 3 months of Base Rental,
                    (Collectively referred to as the "Termination Penalty"). The
                    full  amount of the  Termination  Penalty  shall not  exceed
                    $43,122.24   ($7,200   in   unamortized    brokerage/leasing
                    commissions  and  $35,922.24  for 3 months of Base  Rental),
                    unless Tenant should request and Landlord  should agree,  to
                    absorb any additional  costs  associated with this Lease, in
                    which case,  the  Termination  Penalty  shall be adjusted to
                    reflect   that   unamortized   portion  of  the   additional
                    cost/costs  all  amortized  at a cost of funds  equal to 12%
                    ("Additional    Termination   Penalty").    The   Additional
                    Termination  Penalty shall then be added to the  Termination
                    Penalty  and the sum of the two shall  then be  required  in
                    full as payment, such payment shall be made in the form of a
                    certified  check  at the  time the  Cancellation  Notice  is
                    submitted by Tenant to Landlord.

2. Right of
   First Offer:     Subject to prior rights of first  refusal or rights of first
                    offer,  renewal  options,  or current  occupant's  desire to
                    renew,  and as long  as  Tenant  is not or has  not  been in
                    default tinder the lease,  and has not subleased or assigned
                    all or any portion of the Leased Premises, then Tenant shall
                    have a  one-time  Right of First  Offer to lease  Suite 350,
                    2,070rsf  ("First  Offer  Space"),  as  shown on  Exhibit  G
                    attached  hereto,  if it should become  available during the
                    first 12 months of Tenant's  term,  under the following term
                    and conditions:

                    1) Tenant must agree to lease the space at  Landlord's  then
                    terms and condition but in no case less than the base rental
                    Tenant is contracted to pay;


<PAGE>

                    2)  Landlord  shall  give  Tenant  the Right of First  Offer
                    notice  ("Refusal  Notice")  and  Tenant  shall  then have 3
                    business  days  ("Option  Acceptance  Period")  in  which to
                    accept or reject said offer;

                    3) if  Tenant  should  reject  Landlord's  offer or does not
                    respond within Option Acceptance Period, then Tenant's Right
                    of First Offer shall become null and void;

                    4) if Tenant accepts said offer, Tenant must execute a lease
                    modification  covering  such space  within seven (7) days of
                    receipt of related  paperwork  from Landlord under the terms
                    and  conditions  specified in the Refusal Notice or Landlord
                    will be free to  market  the  First  Offer  Space  to  other
                    prospective tenants.




<PAGE>

                                    Exhibit A

                          [Diagram of Leased Premises]



<PAGE>

                                    Exhibit B

                            Legal Description of Land

Being a tract of land located in the city and county of Dallas, Texas, and being
all of Lot 9-C,  Dallas  City Black  E/7756,  of the  Revision  of Final Plat of
Gateway Center, an Addition to the City of Dallas, Texas,  according to the plat
thereof as recorded in Volume 82061,  Page 1291,  Deed Records,  Dallas  County,
Texas, same being part of that certain tract conveyed to Trevor Wm.  Rees-Jones,
Trustee,  for the  benefit  of Phoenix  Mutual  Life  insurance  company by deed
recorded in Volume 89217,  Page 3618, Deed Records,  Dallas County,  Texas,  and
being wore particularly described as follows:

BEGINNING at a cross cut in a Texas  Highway  Department  bronzed disc  concrete
monument found at the Southeast corner of said Lot 9-C in the North right of way
line of  interstate  Highway  635 (LBJ  Freeway),  said  corner  also  being the
Southwest corner of a tract conveyed to Sunrise  Enterprises by deed recorded in
Volume 92246, Page 3753, Deed Records, Dallas County, Texas;

          THENCE,  with said North line of interstate Highway 635, the following
          courses and distances:

          South 58 degrees 24 minutes 04 seconds West, 150.35 feet to a concrete
          nail found for corner;

          South 63 degrees 56 minutes 04 seconds  West,  150.14 feet to a capped
          iron rod found for corner;

          South 76 degrees 17 minutes 32 seconds West,  99.23 feet to an "x" cut
          found for corner;

          South 82 degrees 50 minutes 53 seconds West,  91.10 feet to a concrete
          nail found for corner at the  southwest  corner of the  abovementioned
          Lot  9-C  and  most  southerly  Southeast  corner  of  Lot  9-B of the
          aforementioned Gateway Center Addition;

THENCE North 08 degrees 09 minutes 19 seconds West, departing said North line of
Interstate  Highway 635 and along the  dividing  line  between said Lots 9-C and
9-B, a distance of 79.22 feet to a p.k. nail set for corner;

THENCE North 21 degrees 52 minutes 06 seconds  West,  continuing  along said lot
line, a distance of 217.56 feet to a p.k. nail set for corner;

THENCE North 68 degrees 07 minutes 54 seconds  East,  continuing  along said lot
line, a distance of 280.00 feet to a p.k nail set for corner;

THENCE North 21 degrees 52 minutes 06 Seconds  West,  continuing  along said lot
line,  a distance  of 241.00 feet to an "x" cut set for corner in the South line
of Emily Road (60 foot R.O.W.).

THENCE North 61 degrees 00 minutes 31 Seconds East, along the said South line of
Emily Road, a distance of 47.37 feet to a 3/4 inch iron pipe found for corner at
the Northwest corner of the aforementioned Sunrise Enterprises tract;

THENCE South 21 degrees 52 minutes 06 seconds  East,  departing  said South line
and along the common line between the  aforementioned  Lot 9-C and said tract, a
distance of 343.83 feet to a concrete nail found for corner;

THENCE Northeasterly, along said common line, as follows:

          North 64 degrees 45 minutes 39 seconds  East, a distance of 61.81 feet
          to a 3/4 inch iron pipe found for corner;

          North 47 degrees 37 minutes 44 seconds  East, a distance of 51.83 feet
          to a 1/2 inch iron rod found for corner at a reentrant  corner of said
          Sunrise Enterprises tract;

          THENCE South 27 degrees 06 minutes 00 seconds  East,  along the common
          line between said Lot 9-C and said tract, a distance of 221.90 feet to
          the POINT OF BEGINNING and  containing  146,447  square feet or 3.3620
          acres of land, more or less.

Parcels 2 and 3:

          Lot 9-B, Block E/7756 of Revision of Final plat of Gateway Centre,  an
          addition to the City of Dallas, Dallas County, Texas, according to the
          plat thereof recorded in Volume 82061, Page 1291, Map Records,  Dallas
          County, Texas.




<PAGE>


                                    Exhibit C

                              RULES AND REGULATIONS

1.   Except  as  specifically  provided  for in this  Lease,  no sign,  placard,
     picture,  advertisement,  name or notice will be  inscribed,  displayed  or
     printed  or  affixed  on or to any part of the  outside  or  inside  of the
     Building or the Leased  Premises  without  the written  consent of Landlord
     first having been  obtained  which  consent if such material is not visible
     from the exterior of the  Premises  shall not be  unreasonably  withhold or
     delayed.

2.   Any directory of the Building  provided by Landlord will be exclusively for
     the  display  of the name and  location  of tenants  in the  Building,  and
     Landlord  reserves the right to exclude any other names  therefrom  and may
     limit  the  number of  listings  per  tenant.  Tenant  will pay  Landlord's
     standard charge for Tenant's listing thereon and for any changes by Tenant.

3.   Tenant  will not place  anything  or allow  anything  to be placed near the
     glass of any window,  door,  partition  or wall which may appear  unsightly
     from outside the Leased Premises.  No awnings or other  projections will be
     attached  to the  outside  walls  and root of the  Building  without  prior
     written consent of Landlord. No curtains, blinds, shades or screens will be
     attached to or hung in or used in connection with any window or door of the
     Leased Premises without the prior consent of Landlord.

4.   "Normal  Business  Hours" for purposes of Landlord's  obligation to provide
     air  conditioning  (both  heating and cooling)  will mean 7:00 a.m. to 6:00
     p.m.  Monday through  Friday and 8:00 a.m. to 1:00 p.m. on Saturday  except
     for the following holidays:  Now Years Day,  Presidents' Day, Memorial Day,
     Independence Day, Labor Day, Columbus Day, Veterans' Day,  Thanksgiving and
     Christmas.

5.   The Leased  Premises will not be used for the  manufacturing  or storage of
     merchandise  except as such  storage  may be  incidental  to the use of the
     Leased  Premises  for the  purposes  permitted  in this  Lease.  The Leased
     Premises  will not be used for  lodging  or  sleeping,  or for any  illegal
     purposes.

6.   The sidewalks,  halls, passages, exits, entrances,  elevators and stairways
     will not be  obstructed  by any of the  tenants  or be used by them for any
     purpose other than for ingress to and egress from their  respective  leased
     premises.  The halls, passages,  exits,  entrances,  elevators,  stairways,
     terraces and roof are not for the use of the general  public,  and Landlord
     will in all cases retain the right to control and prevent access thereto by
     all persons whose presence, in the reasonable judgment of Landlord, will be
     prejudicial  to the  safety,  character,  reputation  and  interest  of the
     Building and its tenants,  provided that nothing  herein  contained will be
     construed to prevent such access to persons with whom Tenant normally deals
     in the  ordinary  course of  business,  unless such  persons are engaged in
     illegal activities. No tenant and no employee or invitee of any tenant will
     go upon the roof of the Building.

7.   Except as expressly  permitted in writing by Landlord,  no additional locks
     or bolts of any kind will be placed  upon any of the  doors or  windows  by
     Tenant,  nor will any changes be made to existing  locks or the  mechanisms
     thereof.  Landlord  will  furnish two (2) keys for each lock it installs on
     the  Leased  Premises  without  charge  to  Tenant.  Landlord  will  make a
     reasonable  charge for any additional keys requested by Tenant,  and Tenant
     will not duplicate or obtain keys from any other  source.  Tenant will upon
     the  termination  of the Term of this Lease  return to Landlord all keys so
     issued,  The Tenant will bear the cost for the replacing or changing of any
     lock or locks due to any keys issued to Tenant being lost.

8.   The toilets and wash basins and other  plumbing  fixtures  will not be used
     for any purpose  other than those for which they were  constructed,  and no
     sweepings, rubbish, rags or foreign substances will be thrown therein.

9.   No  furniture,  freight or  equipment  of any Kind will be brought into the
     Building  without the consent of Landlord,  and all moving of the same into
     or out of the  Building  will be done at such  time and in such  manner  as
     Landlord will designate.  No furniture,  packages,  supplies,  equipment or
     merchandise  will be received in the  Building or carried up or down in the
     elevators  except  between  such hours and in such  elevators  that will be
     designated  by  Landlord.  There  will  not be used in any  space or in the
     public areas of the Building,  either by Tenant or others,  any hand trucks
     except those equipped with rubber tires and side guards.

10.  No tenant will make or permit to be used any unseemly or disturbing noises,
     or disturb or interfere with occupants of this or neighboring  buildings or
     leased  premises,  whether  by the use of any  musical  instrument,  radio,
     phonograph,  unusual  noise or in any  other  way.  No  Tenant  will  throw
     anything out of doors or down the passage ways.

11.  Tenant  will not use or keep in the Leased  Premises  or the  Building  any
     kerosene,  gasoline,  or any  inflammable,  combustible or explosive fluid,
     chemical  or  substance  or use any method of  heating or air  conditioning
     other than those supplied or approved by Landlord.

12.  Tenant  will see that the  windows  and doors of the  Leased  Premises  are
     closed and securely  locked  before  leaving the  Building.  No tenant will
     permit or suffer any windows to be opened in the Leased  Premises while the
     air  conditioning  is in  operation  except at the  direction  of Landlord.
     Tenant must  observe  strict care and  caution  that all water  faucets and
     other apparatus are entirely shut off before Tenant and Tenant's  employees
     leave the Building.  For any default or  negligence,  Tenant will make good
     all injuries sustained by all other tenants or occupants of the Building or
     Landlord.

13.  Landlord  reserves  the right to  exclude or expel  from the  Building  any
     person  who, in the  judgment  of  Landlord,  is  intoxicated  or under the
     influence  of  liquor  or  drugs,  or who will in any  manner do any act in
     violation of any of the rules or regulations of the Building.



<PAGE>

14.  The requirements of Tenant will be attended to only upon application at the
     Building's  office.  Employees of the Landlord will not perform any work or
     do  anything   outside  of  their  regular   duties  unless  under  special
     instructions from Landlord,  and no employees Will admit any person (Tenant
     or otherwise) to any office without specific instructions from Landlord.

15.  No tenant will disturb,  solicit,  or canvass any occupant of the Building,
     nor will Tenant permit or cause others to do so, and Tenant will co-operate
     to prevent same by others.

16.  No vending  machine  or  machines  of any  description  will be  installed,
     maintained or operated upon the Leased Premises without the written consent
     of Landlord,  which consent shall not be unreasonably  withheld or delayed.
     Tenant  will not permit in the Leased  Premises  any  cooking or the use of
     apparatus for the  preparation  of any food or beverages  (except where the
     Landlord has approved the installation of cooking facilities as part of the
     Tenant's leasehold  improvements),  nor the use of any electrical apparatus
     likely to cause an overload of the electrical circuits.

17.  All persons entering and leaving the Building at any time other than during
     normal  business  hours will  register  in the books kept by Landlord at or
     near the night  entrance or entrances,  and Landlord will have the right to
     prevent any persons entering or leaving the Building unless provided with a
     key to the  premises to which such person seeks  entrance,  and a pass in a
     form to be approved  by Landlord  and  provided  at Tenant's  expense.  Any
     persons  found in the  Building at such times  without such keys or passer,
     will  be  subject  to the  surveillance  of the  employees  and  agents  of
     Landlord.  Landlord will be under no responsibility  for failure to enforce
     this rule.

18.  Tenant will not use any janitor closets or telephone or electrical  closets
     for anything other than their originally  intended  purposes.  In the event
     Tenant  purchases  privately  owned  communications   equipment  for  which
     telephone  closets were not installed in connection with initial  occupancy
     of Tenant,  such  equipment  will not be  installed  in existing  telephone
     closets.

19.  Tenant's  right to have  heavy  furnishings,  equipment,  and  files in the
     Leased   Premises  will  be  limited  to  items   weighing  less  then  the
     load-bearing  limits of floors within the Leased Premises as established by
     Landlord.  Heavy items must be placed in  locations  approved in advance by
     Landlord.  Upon written demand from Landlord,  Tenant will promptly  remove
     from the Leased  Premises  any items  which,  in the  judgment of Landlord,
     constitute a structural  overload on floors within the Leased Premises.  If
     Landlord  approves the presence of a heavy item for which  reinforcement of
     the floor or other precautionary  measures are necessary,  Tenant will bear
     the entire cost of such reinforcement or other precautionary  measures.  It
     the  services of a  structural  engineer  are, in the judgment of Landlord,
     necessary to determine the location for and/or precautionary measures to be
     taken  in  connection  with any  heavy  load,  Landlord  will  engage  such
     engineer, but the fees and expenses of such engineer will be paid by Tenant
     upon demand.

20.  Tenant will not,  without the prior  written  consent of Landlord,  use the
     name or any  photograph,  drawing or other likeness of the Building for any
     purpose other then as the address of the business to be conducted by Tenant
     in the Leased Premises, nor will Tenant do or permit anything to be done in
     connection with Tenant's  business or advertising  which, in the reasonable
     judgment  of  Landlord,  might  mislead  the  public  as  to  any  apparent
     connection or relationship between Landlord, the Building and Tenant.

21.  Tenant, its invitees, and employees shall be allowed to smoke only in those
     designated smoking areas outside the Building.





<PAGE>

                                    Exhibit D

                                     PARKING

Parking  Spaces.  Landlord  hereby  grants to Tenant and persons  designated  by
Tenant a license to use up to a total of four (4) parking  space in the reserved
section of that certain parking structure  constructed  adjacent to the Building
("Reserved Garage ) and fifteen (15) parking spaces in the unreserved section of
that certain parking structure constructed adjacent to the Building ("Unreserved
Garage") as well as eight (8) parking spaces on the surface parking lot ("Lot").
The  term of such  license  will  commence  on the  Commencement  Date  and will
continue  until the earlier to occur of the  expiration  date under the Lease or
termination of the Lease or Tenant's; abandonment of the Leased Premises. During
the term of this  Lease,  there  shall be a charge of $-0-  (including  tax) per
month for the Reserved  Garage parking space and a charge of $-0- (plus tax) per
month per parking  space for the  remaining  parking  spaces  designated  above,
whether or not Tenant  utilizes  such parking  spaces.  No  deductions  from the
monthly  charge will be made for days on which the Reserved  Garage,  Unreserved
Garage  and Lot are not used by Tenant.  If at any time  during the Term of this
Lease,  Landlord  installs  security gates or other equipment that restricts the
free entry and exit of vehicles to the Parking Area,  then:  (i) Tenant shall be
provided with devices needed for access to the Parking Areas for distribution to
its officers, employees and other guests: and (ii) Tenant shall have the option,
upon written notice to Landlord,  to lease ten (10)  additional  parking spaces,
(which location shall be on the Lot or in the Unreserved  Garage,  at Landlord's
discretion),  if available at that time, at a monthly  rental rate of $38.00 per
space and, upon exercise of this option, Tenant shall be provided with eight (8)
additional access devices, at Tenant's cost.

Control  of  Parking.  Tenant  shall at all  times  comply  with all  applicable
ordinances,  rules,  regulations,  codes, laws, statutes and requirements of all
federal,  state, county and municipal  governmental bodies or their subdivisions
respecting the use of the Reserved Garage,  Unreserved Garage, and Lot. Landlord
reserves  the right from time to time to adopt,  modify and  enforce  reasonable
rules  governing the use of the Reserved  Garage,  Unreserved  Garage,  and Lot,
including any key-card,  sticker or other identification or entrance system, and
hours of  operation.  Landlord may refuse to permit any person who violates such
rules to park in the  Reserved  Garage,  Unreserved  Garage,  and  Lot,  and any
violation of the rules will subject the car to removal from the Reserved Garage,
Unreserved Garage, and Lot.

Liability.  The parking  spaces  hereunder  will be  provided  on an  unreserved
"first-come  first-served"  basis.  Tenant acknowledges that Landlord has or may
arrange for the Reserved Garage, Unreserved Garage, and Lot to be operated by an
independent  contractor,  not affiliated  with Landlord.  In such event,  Tenant
acknowledges  that Landlord will have no liability  for claims  arising  through
acts  or  omissions  of  such  independent  contractor.  Landlord  will  have no
liability  whatsoever  for any damage to property or any other items  located in
the Reserved Garage,  Unreserved  Garage, and Lot, nor for any personal injuries
or death arising out of any use of the Reserved Garage,  Unreserved  Garage, and
Lot, unless due to Landlord's gross negligence or willful misconduct, and in all
events, Tenant agrees to look first to its insurance carrier and to require that
Tenant's employees look first to their respective insurance carriers for payment
of any losses  sustained  in  connection  with any use of the  Reserved  Garage,



<PAGE>

Unreserved Garage, and Lot. Tenant hereby waives on behalf of Tenant's insurance
carriers  all rights of  subrogation  against  Landlord  or  Landlord's  agents.
Landlord reserves the right to assign specific spaces, and to reserve spaces for
visitors,  small  cars,  handicapped  persons and for other  tenants,  guests of
tenants or other parties,  and Tenant and persons designated by Tenant hereunder
will not park in any such  assigned or reserved  spaces,  Landlord also reserves
the right to close all or any portion of the Reserved Garage, Unreserved Garage,
and Lot in order to make repairs or perform maintenance  services,  or to alter,
modify,  re-stripe or renovate the Reserved Garage,  Unreserved Garage, and Lot,
or if required by casualty, strike,  condemnation,  act of God, governmental law
or requirement or other reason beyond Landlord's reasonable control, if, for any
other reason, Tenant or persons properly designated by Tenant, are denied access
to the Reserved Garage,  Unreserved  Garage, and Lot, and Tenant or such persons
will have complied with this Exhibit D, Landlord's  liability will be limited to
parking charges (excluding tickets for parking violations) incurred by Tenant or
such persons in utilizing  alternative  parking,  which amount Landlord will pay
upon  presentation  of  documentation  supporting  Tenant's claims in connection
therewith.

Default,  Remedies.  If Tenant defaults under this Exhibit D, Landlord will have
the right to remove from the Reserved  Garage,  Unreserved  Garage,  and Lot any
vehicles hereunder which are involved or are owned or driven by parties involved
in causing such default, without liability therefor whatsoever.  In addition, if
Tenant  defaults  under this Exhibit D,  Landlord  will have the right to cancel
Tenant's  parking spaces on ten (10) days' written  notice.  If Tenant  defaults
with respect to the same term or condition under this Exhibit D, more than three
(3) times during any twelve (12) month period,  the next default of such term or
condition, will, at Landlord's election,  constitute an incurable default of the
parking arrangements. Such cancellation right will be cumulative and in addition
to any other  rights or remedies  available  to  Landlord  at law or equity,  or
provided under this Lease.



<PAGE>

                                    Exhibit E

                                   WORK LETTER

     This Exhibit sets forth the respective  obligations  of, and the procedures
to be followed by,  Landlord and Tenant in the design and  construction of those
improvements that will prepare the Leased Premises described in Exhibit B of the
Lease for Tenant's use and occupancy.

1.   The Work.

     Tenant will accept the Premises on an "as-is" basis.

2.   Existing  Fixtures.  To the  extent  any  fixtures,  equipment,  including,
     without  limitation,  plumbing  fixtures,  and/or  above  Building-standard
     leasehold   improvements   (collectively,   the  "Existing   improvements")
     currently  existing  in the  Leased  Premises  remain a part of the  Leased
     Premises,  Tenant hereby  accepts the Existing  improvements  on an "as is"
     "where is" basis without  representation  or warranty,  express or implied.
     Landlord shall have no obligation to repair, maintain or replace any of the
     Existing improvements, same being the sole responsibility of Tenant.

3.   Incorporation into Lease: Default.

     THE  PARTIES  AGREE  THAT  THE   PROVISIONS  OF  THIS  EXHIBIT  ARE  HEREBY
INCORPORATED  BY THIS  REFERENCE  INTO THE  LEASE  FULLY,  AS  THOUGH  SET FORTH
THEREIN, in the event of any express  inconsistencies between the Lease and this
Exhibit,  the latter will govern and  control.  Any default by Tenant  hereunder
will  constitute  a default by Tenant under the Lease and Tenant will be subject
to the remedies and other provisions applicable thereto under the Lease.

<PAGE>





                                    Exhibit F


                                [Tenant's Signage]


<PAGE>


                                    Exhibit G








                               [Diagram of Premises]


<PAGE>