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                                                                   Exhibit 10.25
COMMERCIAL LEASE


                       ARTICLE 1.00 - BASIC LEASE TERMS


      1.01 Parties. This lease agreement ("Lease") is entered into by and
between the following Lessor and Lessee:

      ACLP University Park SA, L.P., a Texas limited partnership ("Lessor"), and
      GlobalSCAPE, Inc., a Texas corporation ("Lessee").

      1.02 Leased Premises. In consideration of the rents, terms, provisions and
covenants of this Lease, Lessor hereby leases, lets and demises to the Lessee
the following described premises ("Leased Premises"): The area shown on the
attached Exhibit "A" consisting of approximately 7,350 rentable square feet at
the eastern end of the building to be constructed and called University Park
Tech Center II in San Antonio, Texas 78249, which consists of 84,525 square
feet, and which is located on the land shown on Exhibit "B" attached hereto and
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incorporated herein for all purposes, consisting of 7,350 rentable square feet
to be leased by Lessee beginning on the Commencement Date (the "Initial Space"),
and 7,350 additional square feet to be leased by Lessee on or before twelve (12)
calendar months following the Commencement Date (the "Must Take Space").

Lessor and Lessee agree that final square footage for the purpose of rent
calculations will be determined by Lessee's architect, using then-current BOMA
standards (except that the space shall be measured from the edge of the roof for
the exterior space adjacent to the exterior doorways) based on Lessee
Improvements Final Plans and Specifications, subject to Lessor's approval, which
may not be unreasonably refused or delayed.

      1.03 Term. Subject to and upon the conditions set forth herein, the term
(the "Term") of this Lease commences on December 15, 1999 (the "Commencement
Date") and terminates one hundred and two (102) months thereafter (the
"Termination Date"). Except as provided in Addendum 1 attached hereto and
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incorporated herein for all purposes, Lessee agrees that Lessor will not be
liable to Lessee if Lessor does not deliver possession of the Leased Premises to
Lessee on the Commencement Date, and Lessor's non-delivery of the Leased
Premises to Lessee on the Commencement Date will not change the terms of this
Lease or the obligations of Lessee hereunder. If delivery of the Leased Premises
is delayed for any reason other than Lessee Delay (as hereinafter defined),
Lessor and Lessee agree that the Commencement Date will be delayed until
Substantial Completion (as hereinafter defined) of the Leased Premises, in which
event the Term will be automatically extended for a period of time equal to the
delay in Substantial Completion of the Leased Premises. If the Commencement Date
is delayed, Lessor and Lessee shall, upon such delivery, execute an amendment to
this Lease setting forth the actual Commencement Date and Termination Date. If
Lessee enters the Leased Premises prior to Substantial Completion, Lessee shall
execute and deliver to Lessor an Early Occupancy Agreement in a reasonable form
provided by Lessor whereby Lessee releases Lessor from all liabilities, claims
and causes of action arising out of any construction or other work performed at
the Leased Premises and agrees to pay utility charges incurred by Lessee during
such early occupancy. If the Termination Date falls on a day other than the last
day of a month, the parties agree that the Term is automatically extended by the
number of days necessary to cause the Term to end on the last day of a month.

      1.04 Base Rent, Security Deposit. Base Rent is $7,276.50 net per month
based upon an assumed 7,350 rentable square footage in the Leased Premises and
shall be adjusted by $11.88 per rentable square foot per year based on the
recalculation under Section 1.02 above. Security Deposit is $ 3,638.25.

      1.05 Addresses.
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     Lessor's Address:                            Lessee's Address:

     ACLP University Park SA, L.P.                GlobalSCAPE, Inc.
     17400 Dallas Parkway                         ____________________
     Suite 216                                    ____________________
     Dallas, Texas 75287                          San Antonio, Texas _____
     FAX (972) 407-9068                           FAX (___) _______
                                                  *[use Leased Premises address]
     With a copy to:
     CMC Commercial Realty Group, Inc.
     5400 LBJ Freeway
     Suite 1450
     Dallas, Texas 75240
     FAX (972) 770-2805

      1.06 Permitted Use. The Leased Premises may be used for office space, and
assembly, distribution and sales of software.


      1.07 Leasing Term Limitation on Adjacent Space and Right of First Refusal.
Lessor agrees that Lessee may lease the Bay shown on Exhibit "A" adjacent to the
Leased Premises at any time prior to Lessor leasing the Bay to another person.
Lessor agrees that it will notify Lessee at least thirty (30) days prior to
entering into a lease of the Bay, and will not enter into a lease for the Bay
for a term that continues longer than sixty (60) months. Lessor further agrees
that it will notify Lessee ninety (90) days prior to the expiration of any lease
of the Bay (or immediately upon learning that the Bay is to become available
prior to the expiration of its lease) and Lessee will have fifteen (15) days
following receipt of notice to notify Lessor that it elects to lease the Bay. If
Lessee does not notify Lessor that it elects to lease the Bay within fifteen
(15) days, Lessor may re-let the Bay for a term of up to sixty (60) months. If
Lessee elects to lease the Bay pursuant to this Section, then Lessor and Lessee
will execute a modification of this Lease such that the Bay becomes part of the
Leased Premises and is leased on the same terms and conditions as provided in
this Lease for the initial Leased Premises, including renewal options, but not
including the rental per square foot, finish out allowance, and refurbishment
allowance, with an additional security deposit to be calculated in the same
manner as the security deposit for the Leased Premises, and with the term of the
lease for the Bay to expire on the Termination Date. If Lessee elects to lease
the Bay prior to the time that Lessor completes the Lessee Improvements, then
the Bay will be leased on all of the same terms and conditions as the initial
Leased Premises, including rental per square foot, renewal options, finish out
allowance, and refurbishment allowance. The date for completion of Lessee
Improvements in the Bay will be established consistently with the time frames
for completion of Lessee Improvements for the initial Leased Premises.

      1.08 Lessee's Future Expansion Needs. Lessor acknowledges that Lessee
expects its business to grow significantly and that Lessee may require space in
addition to the Leased Premises and the Bay. Lessor will keep Lessee informed of
the status of the remaining space in the Building and give Lessee a reasonable
opportunity to lease additional space that becomes available on reasonable terms
and conditions.

      1.09 Renewal Terms. Lessor agrees that Lessee may renew the Lease for two
successive sixty (60) month renewal terms (each a "Renewal Term") by giving
Lessor written notice of renewal at least one hundred eighty (180) days prior to
the expiration of the Term or the first Renewal Term, respectively. The Lease
will continue on the same terms and conditions during any Renewal Term, except
that the rental rate per square foot shall be adjusted to ninety five percent
(95%) of the prevailing market rate for comparable buildings in San Antonio at
the time of renewal (taking into consideration the age and quality of the
structure, type of building, location of the space in the building, definition
of the leased area, estimated lease-up time, credit standing and financial
status of the Lessee, term, extent of services provided by landlord, brokerage
fees, leasehold improvement allowances, moving allowances, rental abatements and
other incentive being offered). If there is a difference in opinion between
Lessor
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and Lessee regarding the prevailing market rate of rental at the time of
Renewal, Lessor and Lessee will negotiate in good faith to resolve the
difference. Lessor and Lessee will also negotiate in good faith to establish a
refurbishment allowance for the Leased Premises, which shall be administered by
Lessor on the same terms and conditions as the Improvement Allowance for the
Initial Lessee Improvements. Lessee may withdraw its notice of renewal if
agreement on the prevailing market rate of rental is not reached within sixty
(60) days of the beginning of the proposed Renewal Term.

      1.10 Contingencies. Lessor agrees that if by May 1, 1999, Lessor has
failed to acquire title to the land on which the Building is to be constructed,
or if by June 1, 1999 it has not commenced construction of the Building, Lessee
may terminate this Lease on one (1) day's advance written notice. Lessor agrees
that Lessee's security deposit and seventh months' rent is due upon execution of
the Lease; however Lessor and Lessee further agree that such payment will not be
deposited until such time as Lessor has acquired title to the land on which the
Building is to be constructed.

      1.11 Must Take Space. Lessee will notify Lessor at least three (3)
calendar months prior to the date that Lessee desires to lease the Must Take
Space and will provide Lessor with its preliminary plans and specifications for
Lessee Improvements to the Must Take Space within forty-five (45) days of the
date that it desires to take possession of the Must Take Space. The date for
completion of Lessee Improvements to the Must Take Space will be established
consistently with the time frames for completion of Lessee Improvements for the
Initial Space.

ARTICLE 2.00 - RENT

      2.04 Base Rent. Lessee agrees to pay monthly as base rent during the term
of this Lease without notice, demand, counter-claim, set-off or abatement,
except as otherwise set forth herein, the sum of money set forth in Section 1.04
of this Lease, which amount is payable to Lessor at the address shown above,
except that Lessee shall not pay any base rent for the first six full calendar
months following the Commencement Date. One monthly installment of rent is due
and payable on the date of execution of this Lease by Lessee for the seventh
month's rent and a like monthly installment is due and payable on or before the
first day of each succeeding calendar month during the term of this Lease;
provided, if the Commencement Date should be a date other than the first day of
a calendar month, the free rental period set forth above will begin on the
Commencement Date and the rental for the remainder of the calendar month in
which the free rental period ends will be prorated and will due on the first day
of the calendar month first following the end of the free rental period. Lessee
shall pay, as additional rent, all other sums due under this Lease. If Lessee
elects to lease the Must Take Space and the lease of the Must Take Space begins
prior to the end of the free rental period (or would have begun during the free
rental period except for Lessor Delay), Lessee will not be obligated to pay rent
on the Must Take Space for the remainder of the free rental period.

      2.05 Additional Rent. Lessee agrees to pay as additional rent, without
deduction or set-off of any kind except as otherwise set forth herein, Lessee's
pro rata share of all ad valorem taxes and installments of special assessments
(including dues and assessments by means of deed restrictions and/or owner's
associations) lawfully levied or assessed against the Building (as hereinafter
defined) of which the Leased Premises are a part and any and all insurance
required herein or which is standard for similar projects (specifically
including fire and casualty, commercial general liability and rent loss
insurance). Said ad valorem taxes, assessments and insurance shall be prorated
and paid on or before the first day of every month commencing on the
Commencement Date, in advance, as additional rent. The proration shall be based
upon Lessor's estimate of ad valorem taxes, assessments and insurance for the
current calendar year, provided, that in the event Lessor is required under a
mortgage, deed of trust, underlying lease or loan agreement covering the
Building to escrow ad valorem taxes, assessments or insurance, Lessor may but
shall not be obligated, to use the amount required to be escrowed as a basis for
its estimate. There will be an annual accounting as to actual ad valorem taxes,
assessments and insurance and appropriate payment or credits made. To the extent
the Commencement Date or Termination Date of the Lease is not on the first day
of the calendar year or last day of the calendar year respectively, Lessee's
liability for ad valorem taxes, assessments and insurance shall be subject to a
pro rata adjustment based on the number of days of any such year during which
the Term is in effect. Lessee shall have the right at its expense to contest or
appeal by
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appropriate proceedings any value assessment rendered by applicable taxing
authorities and Lessor shall cooperate to the extent reasonably necessary in
such contest or appeal. To the extent the Leased Premises are part of a multi-
occupancy building, Lessee shall pay a pro rata share of such ad valorem taxes,
assessments and insurance, such pro rata share to be equal to the product
obtained by multiplying the total of such real property taxes assessments and
insurance by a fraction, the numerator of which shall be the number of square
feet of floor area of the Leased Premises and the denominator of which shall be
the number of square feet of floor area in the Building of which the Leased
Premises are a part.

      2.06 Operating Expenses. Lessee agrees to pay, as additional rent,
Lessee's pro rata share (as determined by the formula set forth in Section 2.02
above) of Lessor's Operating Expenses for the Building without deduction or set-
off of any kind except as otherwise set forth herein. Lessor may invoice Lessee
monthly for Lessee's pro rata share of the estimated Operating Expenses for each
calendar year, which amount shall be adjusted from time-to-time based upon
anticipated Operating Expenses. As of the date hereof, it is estimated that the
Operating Expenses, taxes and insurance for calendar year 2000 will be
approximately $2.20 per rentable square foot. Lessor agrees that the Lessee's
portion of the Operating Expenses for common area maintenance, less costs of
utilities, costs required to meet applicable laws, and capitalized costs of
capital improvements and operating efficiency devices, will not exceed seventy-
eight cents ($.78) per rentable square foot during the first year of the Term
(the "Base Amount"), and will not increase for any year by more than five
percent (5%) per year (cumulative) over the Base Amount. Within four months
following the close of each calendar year, Lessor shall provide Lessee an
accounting showing in reasonable detail all computations of additional rent due
under this Section. In the event the accounting shows that the total of the
monthly payments made by Lessee exceeds the amount of additional rent due by
Lessee under this Section, such amount shall be credited against the next
required payment of base rent. In the event the accounting shows that the total
of the monthly payments made by Lessee is less than the amount of additional
rent due by Lessee under this Section, the account shall be accompanied by an
invoice for the additional rent. If this Lease shall terminate on a day other
than the last day of a calendar year, the amount of any additional rent payable
by Lessee applicable to the year in which such termination shall occur shall be
prorated on the ratio that the number of days from the commencement of the
calendar year to and including the termination date bears to 365. Provided
Lessee is not in default of any terms of this Lease, Lessee shall have the
right, at its own expense, to audit Lessor's books relevant to the additional
rent payable under this Section. With respect to such audit, Lessee 1) may
review Lessor's books during office hours, 2) must perform such audit at the
location of Lessor's books, 3) must request such audit within six (6) months of
receipt of its annual reconciliation of Operating Expenses, 4) must deliver to
Lessor a copy of the results of such audit, 5) may not audit the same calendar
year more than one time. If, as a result of such audit, it is determined that
the Operating Expenses have been overstated by 3% or more, Lessor shall be
required to reimburse Lessee for the costs of such audit. Assignees of Lessee
may only audit periods for which they occupy the Leased Premises and subtenants
of Lessee shall have no audit rights. Lessee agrees to pay any additional rent
due under this Section within ten (10) days following receipt of the invoice or
accounting showing additional rent due.

      2.04 Definition of Operating Expenses. The term "Operating Expenses"
includes all expenses incurred by Lessor with respect to the maintenance and
operation of the Building (except for items described below) and includes, but
is not limited to, the following: maintenance, repair and replacement costs;
security; wages and benefits payable to employees of Lessor to the extent their
duties are directly connected with the operation and maintenance of the
Building; management fees, all services, utilities for common areas, supplies,
repairs, replacement or other expenses for maintaining and operating the common
parking and plaza areas; the cost, amortized over its useful life, of any
expense required to be capitalized under GAAP principles other than capital
improvements; the cost, amortized over its useful life, of any capital
improvement made to the Building by Lessor after the date of this Lease, if
required under any governmental law or regulation other than improvements made
to the Building to effect compliance with the Americans With Disabilities Act
(the "ADA") or as otherwise set forth herein, which capital improvements must be
of mutual benefit to all tenants of the Building; and the cost, amortized over
its useful life, of installation of any device or other equipment to the extent
it improves the operating efficiency of any system within the Leased Premises
and thereby reduces Operating Expenses, provided that, prior to installing
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any such device or equipment, Lessor will inform Lessee of such installation and
the estimated cost savings and Lessor and Lessee must reasonably agree upon the
estimated cost savings before agreeing to such installation. The term Operating
Expenses does not include the following: expenses incurred to maintain the roof,
foundation and structural soundness of the exterior walls of the Building;
expenses incurred should the entire roof the Building need to be replaced;
expenses to bring the Building into compliance with applicable law such as the
ADA and Environmental Laws, expenses incurred to abate or remove any Hazardous
Substance in the Building that was placed there by Lessor, income and franchise
taxes of Lessor; expenses incurred in leasing to or procuring of lessees,
leasing commissions, advertising expenses and expenses for the renovating of
space for new lessees; interest or principal payments on any mortgage or other
indebtedness of lessor; compensation paid to any employee of Lessor other than
maintenance and property management personnel to the extent these services are
directly associated with the operation and maintenance of the Building; any
depreciation allowance or expense (except for depreciation of capital
improvements and equipment specifically included within the definition of
Operating Expenses); or operating expenses which are the responsibility of
Lessee or any other lessee of the Building; or expenses (herein called "Defect
Expenses") incurred as a result of or caused by latent defects, punch list
items, or Lessor's failure to construct the Shell Building Improvements or
Lessee Improvements in accordance with the requirements of this Lease and
substantially in accordance with the Final Shell Plans and Specifications and
Lessee Improvements Final Plans and Specifications as provided herein (such
items being herein called "Defects"); and/or operating expenses otherwise caused
by or resulting from Lessor's breach of its obligations under the Lease.

      2.05 Late Payment Charge. Other remedies for nonpayment of rent
notwithstanding, if the monthly rental payment is not received by Lessor on or
before the fifth day of the month for which the rent is due, or if any other
payment due Lessor by Lessee is not received by Lessor on or before the fifth
day of the month next following the month in which Lessee was invoiced, Lessee
agrees to pay a late payment charge of five percent (5%) of such past due amount
in addition to such amounts owed under this Lease, provided, however, that
Lessee is hereby granted a waiver of this late payment charge once every twelve
(12) months during the term of this Lease. In addition, Lessor is entitled to
charge one-hundred dollars ($100.00) for each check or payment which is not
honored by Lessee's bank. Said charge is in addition to any other amounts owed
under this Lease.

      2.06 Security Deposit. The security deposit set forth above will be held
by Lessor for the performance of Lessee's covenants and obligations under this
Lease, it being expressly understood that the deposit is not an advance payment
of rental or a measure of Lessor's damage in case of default by Lessee. Upon the
occurrence of any event of default by Lessee or breach by Lessee of Lessee's
covenants under this Lease, Lessor may, from time to time, without prejudice to
any other remedy, use the security deposit to the extent necessary to make good
any arrears of rent, or to repair any damage or injury, or pay any expense or
liability incurred by Lessor as a result of the event of default or breach of
covenant, and any remaining balance of the security deposit will be returned by
Lessor to Lessee within a reasonable period of time following termination of
this Lease. If any portion of the security deposit is so used or applied, Lessee
shall upon ten days written notice from Lessor, deposit with Lessor by cash or
cashier's check an amount sufficient to restore the security deposit to its
original amount.

      2.08 Holding Over. In no event may Lessee remain in the Leased Premises
following the expiration or termination of this Lease without Lessor's prior
written consent. If Lessee does not vacate the Leased Premises upon the
expiration or termination of this Lease, Lessee agrees that it will be a tenant
at will for the holdover period and that all of the terms and provisions of this
Lease are applicable during that period, except that Lessee shall pay Lessor as
base rental for the period of such holdover an amount equal to 1.50 times the
base rent being paid by Lessee immediately prior to the expiration or
termination of the Lease. Lessee agrees to vacate and deliver the Leased
Premises to Lessor immediately upon Lessee's receipt of notice from Lessor to
vacate. Such notice may be given pursuant to the notice provisions of Section
14.07 herein. Lessee agrees to pay the rental payable during the holdover period
to Lessor on demand. No holding over by Lessee, whether with or without the
consent of Lessor and notwithstanding receipt by Lessee of an invoice from
Lessor for holdover rent, will extend the term of this Lease. Additionally,
Lessee shall pay to Lessor all damages sustained by Lessor as a result of such
holding over by Lessee.
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                       ARTICLE 3.00 - OCCUPANCY AND USE

      3.01 Use. Lessee warrants and represents to Lessor that the Leased
Premises may be used and occupied only for the purpose as set forth in Section
1.06. Lessee shall occupy the Leased Premises, conduct its business and control
its agents, employees, invitees and visitors in such a manner as is lawful,
reputable, will not create a nuisance, interfere with standard Building
operations, or affect the structural integrity or design capabilities of the
Building. Lessee shall not permit any operation which emits any odor or matter
which intrudes outside the Leased Premises, attracts rodents, use any apparatus
or machine which makes undue noise or causes vibration in any portion of the
Building or otherwise interfere with, annoy or disturb any other party outside
the Leased Premises, including without limitation, any other tenant in the
Building. Lessee shall neither permit any waste on the Leased Premises nor allow
the Leased Premises to be used in any way which would, in the reasonable opinion
of Lessor, be extra hazardous on account of fire or which would in any way
increase or render void the fire insurance on the Building. If at any time
during the Term the State Board of Insurance or other insurance authority
disallows any of Lessor's sprinkler credits or imposes an additional penalty or
surcharge in Lessor's insurance premiums because of Lessee's original or
subsequent placement or use of storage racks or bins, method of storage or
nature of Lessee's inventory or any other act of Lessee, Lessee agrees to pay as
additional rent the increase in Lessor's insurance premiums. Notwithstanding
anything set forth in this Section 3.01, in no way does Lessor warrant or
represent, either expressly or impliedly, that Lessee's use of the Leased
Premises is in accordance with applicable codes or ordinances of the
municipality within which the Building is located. Lessee agrees to indemnify
and hold Lessor harmless from all claims, demands, actions, liabilities, costs,
expenses, damages and obligations of any nature arising from or as a result of
the use of the Leased Premises by Lessee in violation of applicable codes or
ordinances of the municipalities or any other government bodies within which the
building is located. The foregoing indemnification and the responsibilities of
Lessee survive the termination or expiration of this Lease.

      3.09 Signs. No sign of any type or description may be erected, placed or
painted in or about the Leased Premises of Building, including those advertising
the Leased Premises for sublease, except (i) those signs which are in
conformance with Lessor's sign criteria attached as Exhibit "C" and, (ii) at
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Lessee's option and expense, a free-standing "monument" sign consistent in
quality and appearance with the architectural standards of the Building, and as
approved in advance by Lessor. All signs must be in conformance with applicable
governmental requirements and limitations (including any applicable restrictive
covenants). Such permitted signs must be removed by Lessee upon expiration or
termination of the Lease at Lessee's sole cost and expense. Any damage or
discoloration from such removal will be repaired at Lessee's sole cost and
expense.

      3.10 Compliance with Laws, Rules and Regulations. Lessee, at Lessee's sole
cost and expense (except as provided in Section 2.04 hereof), shall comply with
all laws, ordinances, orders, rules and regulations now in effect or enacted
subsequent to the date hereof by state, federal, municipal or other agencies or
bodies having jurisdiction over Lessee or the use, condition and occupancy of
the Leased Premises except that Lessor shall be responsible for construction of
the Lessee Improvements in compliance therewith as of the Commencement Date,
including, but not limited to, compliance with the ADA as to the Building, but
excluding the interior of the Leased Premises which is Lessee's responsibility.
Lessee will comply with the rules and regulations of the Building adopted by
Lessor which are set forth on a schedule attached to this Lease. At any time,
Lessor may change and amend the rules and regulations in any reasonable manner
not inconsistent with the terms of this Lease as may be deemed advisable for the
safety, care, cleanliness, preservation of good order and operation or use of
the Building or the Leased Premises. All changes and amendments to the rules and
regulations of the Building will be sent by Lessor to Lessee in writing and must
thereafter be carried out and observed by Lessee.

      3.11 Warranty of Possession and Enjoyment. Lessor warrants that it has the
right and authority to execute this Lease, and Lessee, upon payment of the
required rents and subject to the terms, conditions, covenants and agreements
contained in this Lease, is entitled to possession and quiet enjoyment of the
Leased Premises during the full term of this Lease as well as any extension or
renewal thereof. Lessor is not responsible for the acts or omissions of any
other lessee or third party that may interfere with Lessee's use and enjoyment
of the Leased Premises.
<PAGE>

      3.12 Inspection. Lessor or its authorized agents may at any and all
reasonable times enter the Leased Premises to inspect the same, conduct tests,
environmental audits or other procedures to determine Lessee's compliance with
the terms hereof; to supply any other service to be provided by Lessor; to show
the Leased Premises to prospective purchasers, lessees, (within six months prior
to termination of this Lease), or mortgagees; to alter, improve or repair the
Leased Premises or any other portion of the Building or for any other purpose
Lessor deems reasonably necessary. LESSEE HEREBY WAIVES ANY CLAIM FOR DAMAGES
FOR INJURY OR INCONVENIENCE TO OR INTERFERENCE WITH LESSEE'S BUSINESS, ANY LOSS
OF OCCUPANCY OR USE OF THE LEASED PREMISES, AND ANY OTHER LOSS OCCASIONED BY
INSPECTIONS MADE UNDER THIS SECTION INCLUDING CLAIMS RESULTING FROM THE
NEGLIGENCE OF LESSOR BUT EXCLUDING ANY CLAIMS RESULTING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR. Lessee shall not change Lessor's
lock system or in any other manner prohibit Lessor from entering the Leased
Premises. Lessor is entitled to use any and all means which Lessor may deem
proper to open any door in an emergency without liability therefor. During the
final one-hundred eighty days of the Lease term, Lessor or its authorized agents
have the right to erect or maintain on or about the Leased Premises or the
Building customary signs advertising the Leased Premises for lease or sale.

      3.13 Hazardous Waste. The term "Hazardous Substances," as used in this
Lease means pollutants, contaminants, toxic or hazardous wastes, or any other
substances, the use and/or the removal of which is required or the use of which
is regulated, restricted, prohibited or penalized by any "Environmental Law,"
which term means any federal, state or local law, ordinance or other statute of
a governmental or quasi-governmental authority relating to pollution or
protection of the environment. Lessee hereby agrees that (i) no activity will be
conducted on the Leased Premises that will produce any Hazardous Substance,
except for such activities that are part of the ordinary course of Lessee's
business activities (the "Permitted Activities"), provided said Permitted
Activities are conducted in accordance with all Environmental Laws and have been
approved in advance in writing by Lessor; Lessee shall obtain all required
permits and pay all fees and conduct any testing required by any governmental
agency; (ii) the Leased Premises will not be used in any manner for the storage
of any Hazardous Substances except for the temporary storage of such materials
that are used in the ordinary course of Lessee's business (the "Permitted
Materials") provided such Permitted Materials are properly stored in a manner
and location meeting all Environmental Laws and approved in advance in writing
by Lessor; Lessee shall obtain all required permits and pay all fees and conduct
any testing required by any governmental agency in connection with the Permitted
Materials; (iii) no portion of the Leased Premises or Building will be used as a
landfill or a dump; (iv) Lessee will not install any underground or above ground
tanks of any type; (v) Lessee will not allow any surface or subsurface
conditions to exist or come into existence that constitute, or with the passage
of time may constitute a public or private nuisance; (vi) Lessee will not permit
any Hazardous Substances to be brought onto the Leased Premises or Building,
except for the Permitted Materials, and if so brought or found located thereon
(except for pre-existing conditions or matters caused by the Lessor), the same
must be immediately removed, with proper disposal, and all required cleanup
procedures must be diligently undertaken pursuant to all Environmental Laws.
Lessor or Lessor's representative's may, but are not required to, enter the
Leased Premises for the purpose of inspecting the storage, use and disposal of
Permitted Materials to ensure compliance with all Environmental Laws. Should it
be determined, in Lessor's sole opinion, that said Permitted Materials are being
improperly stored, used, or disposed of, then Lessee shall immediately take such
corrective action as requested by Lessor. Should Lessee fail to take such
corrective action within twenty-four (24) hours, Lessor has the right to perform
such work and Lessee shall promptly reimburse Lessor for any and all costs
associated with said work. If at any time during or after the term of the Lease,
the Leased Premises or Building are found to be so contaminated or subject to
said conditions as a result of Lessees breach of the terms of this Lease, Lessee
shall diligently institute proper and thorough cleanup procedures at Lessee's
sole cost. Before taking any action to comply with Environmental Laws or to
clean up Hazardous Substances contaminating the Leased Premises or Building,
Lessee shall submit to Lessor a plan of action, including any and all plans and
documents required by any Environmental Law to be submitted to a governmental
authority (collectively a "plan of action"). Such plan of action must be
implemented by a licensed environmental contractor. Before Lessee begins the
actions necessary to comply with Environmental Laws or to clean up contamination
from Hazardous Substances, Lessor must have (1) approved the nature, scope and
timing of the plan of action, and (2) approved any and all covenants and
agreements to effect the plan of action. Lessee agrees to indemnify and hold
<PAGE>

Lessor harmless from all claims, demands, actions, liabilities, costs, expenses,
damages and obligations of any nature arising from or as a result of the use of
the Leased Premises or Building by Lessee in violation of this Section 3.06 but
excluding pre-existing conditions or matters resulting from the negligence or
willful misconduct of Lessor. The foregoing indemnification and the
responsibilities of Lessee survive the termination or expiration of this Lease.

      Lessee represents that it has not been previously cited for any
environmental violations by any applicable governmental agency and that there
are no Permitted Materials to be stored in or upon the Leased Premises. In no
event will any Permitted Materials be stored in or upon the Leased Premises
without Lessor's prior written consent.

      3.14 Parking and Road Use. Except as the number of spaces may be reduced
pursuant to Section 3.08, Lessor will ensure that Lessee will have available to
use, for the benefit of Lessee, its employees, customers, invitees and
licensees, six (6) parking spaces for each 1000 rentable square feet of Leased
Premises in the parking areas adjacent to the Building of which the Leased
Premises are a part on an unassigned, unreserved basis, subject to reasonable
regulation by Lessor. Lessor may use additional parking spaces if available, on
a first come, first serve basis unless such use interferes with another tenant's
rights. Lessor reserves the right in its sole discretion to designate specific
areas within the parking areas for the exclusive use of visitors and invitees to
the Building and others. Included in the aggregate allowance of parking spaces
shall be five (5) designated, reserve parking spaces for the exclusive use of
Lessee, location of such spaces to be agreed upon by Lessor and Lessee and to be
shown on the site plan attached hereto as Exhibit "A", provided that Lessor
shall not be responsible for monitoring use of such spaces. Should Lessee
increase the square footage of the Leased Premises at any time, Lessee shall be
allowed additional parking spaces according to the ratio set forth herein. Any
parking permitted by Lessor on any common drive areas by Lessee or any of
Lessee's employees, customers, invitees or licensees will be permitted upon the
express condition that all such drives must be kept clear for through traffic of
all vehicles, including tractor-trailers. No driving or parking of any vehicles
on non-paved areas adjoining the Building or within the Project of which the
Building is a part is permitted. Lessee's failure to use all of the parking
spaces allocated to it under this Section will not constitute a waiver by Lessee
of the right to use those parking spaces at a later time.

      3.15 Satellite Dishes. Lessor agrees that Lessee may locate one or more
satellite dishes or other telecommunications equipment on the roof of the
Building or on the land on which the Building is constructed, provided the
placement of the satellite dishes or other telecommunications equipment does not
effect the structural integrity of the Building or materially impair the
appearance of the Building or the land on which the Building is constructed and
Lessee obtains Lessor's written approval as to location and size of satellite
prior to the installation of such.

                  ARTICLE 4.00 - UTILITIES, SERVICE, SIGNAGE

      4.03 Security Lighting. Lessor shall install security lighting at all
entrances to the Leased Premises and in the parking lots adjacent to the Leased
Premises at its expense; provided, however, the Lessor shall make no
representation or warranty as to the sufficiency or adequacy of such lighting or
the effectiveness thereof for security.

      4.04 Building Services. Lessor shall provide the normal utility service
connections to the Building. Lessee shall pay directly to the appropriate
supplier the cost of all utility services to the Leased Premises, including, but
not limited to, any required security deposits and initial connection charge,
all charges for gas, electricity, telephone, water, sanitary and storm sewer
service and security systems. If any services are jointly metered with other
Leased Premises or property (for example, exterior lighting), Lessor shall make
a reasonable determination of Lessee's proportionate share of the cost of such
services and Lessee shall pay such share to Lessor within ten (10) days of
receipt of any invoice thereof. Lessee shall pay all costs caused by Lessee
introducing excessive pollutants or solids other than ordinary human waste into
the sanitary sewer system, including permits, fees and charges levied by any
governmental subdivision for any such pollutants or solids. Lessee shall be
responsible for the installation and maintenance of any dilution tanks, holding
tanks, settling tanks, sewer sampling devices, sand traps, grease traps or
similar devices as may be required by any governmental subdivision for Lessee's
use of the sanitary sewer system. If the Leased Premises are in a multi-
occupancy Building, Lessee shall pay all surcharges levied due to
<PAGE>

Lessee's use of sanitary sewer or waste removal services insofar as such
surcharges affect Lessor or other Lessees in the Building. Except as set forth
herein, Lessor shall not be required to pay for any utility service, supplies or
upkeep in connection with the Leased Premises or Building. Utility services for
the common areas shall be part of Operating Expenses.

      Lessee agrees that Lessor is not liable to Lessee in any respect for
damages to either person, property or business on account of any interruption or
failure of utilities or services furnished by Lessor provided that Lessor uses
reasonable diligence to repair the same promptly. No such interruption or
failure may be construed as an eviction of Lessee or entitle Lessee to (i) any
abatement of rent, (ii) terminate the Lease, or (iii) be relieved from
fulfilling any covenant or agreement contained herein. Should any malfunction of
the improvements or facilities to the Leased Premises or Building (which by
definition do not include any improvements or facilities of Lessee above
Building standard improvements) occur for any reason, Lessor shall use
reasonable diligence to repair same promptly, but Lessee will not be entitled to
any claim for rebate or abatement of rent or damages on account of such
malfunction or of any interruptions in service occasioned thereby or resulting
therefrom.

      4.03 Theft or Burglary. Lessee expressly acknowledges that whether or not
Lessor, from time to time, elects to provide security services, Lessor has not,
nor will Lessor be deemed to have, warranted the efficiency of any security
personnel, service, procedures or equipment and Lessor is not liable in any
manner for the failure of any of the foregoing to prevent or control or
apprehend anyone suspected of theft, personal injury, property damage or any
criminal conduct in, on or around the Building. Lessee agrees that Lessor is not
liable to Lessee for losses to Lessee's property or personal injury caused by
criminal acts or entry by unauthorized persons into the Leased Premises. Lessee
is responsible for the cost of repairs of damage and restoration of the Leased
Premises following any such act.

                    ARTICLE 5.00 - REPAIRS AND MAINTENANCE

      5.07 Existing Conditions. On the Commencement Date, Lessee shall be deemed
to have accepted the Leased Premises in their then existing condition, subject
to all recorded matters, laws, ordinances, and governmental regulations and
orders.; provided that, Lessee's acceptance of the Leased Premises shall not
relieve Lessor from any maintenance and repair obligations under this Lease.
Lessee acknowledges that neither Lessor nor any agent of Lessor has made any
warranty or representation of any kind, either express or implied as to the
condition of the Leased Premises or the suitability of the Leased Premises for
Lessee's intended use other than that the Leased Premises will be constructed in
accordance with the Lessee Improvements Final Plans and Specifications and will
be free from Hazardous Materials. The taking of the possession of the Leased
Premises by Lessee is intended by the parties to be conclusive evidence that
Lessee accepts the Leased Premises and Lessor has complied with its obligations
of Section 6.01 herein except for Defects (as defined in Section 2.04 hereof),
the presence of Hazardous Materials, and punch list items. Prior to taking
occupancy of the Leased Premises, Lessee shall sign a copy of the space plan of
the Leased Premises acknowledging its condition on the date thereof (unless
Lessor waives such requirement) and execute the Certificate of Acceptance form
attached as Exhibit "D" accepting such condition of the Premises except for
Defects, the presence of Hazardous Materials and punch list items.

      5.08 Lessor Repairs And Maintenance. Lessor shall manage the Building in
accordance with property management standards customary to the area and will
keep the Building in compliance with all legal and regulatory requirements
(including Environmental Laws, Americans with Disabilities Act, and municipal
codes and ordinances). Lessor agrees to indemnify and hold Lessee harmless from
all claims, demands, actions, liabilities, costs, expenses, damages and
obligations of any nature arising from or as a result of the failure of the
building to be in compliance with applicable laws and regulation. Lessor is not
required to make any improvements, replacements or repairs of any kind or
character to the Leased Premises during the Term. Lessor shall maintain the
roof, foundation and structural soundness of exterior walls of the Building,
mechanical, electrical and plumbing systems serving the Building and common
areas, in good repair and condition except for reasonable wear and tear. Lessor
shall also perform all ground maintenance, landscaping, pest control, and
removal of debris from outside receptacles. Lessee agrees that Lessor is not
liable to Lessee, except as expressly provided in this Lease, for any
<PAGE>

damage or inconvenience, and Lessee is not entitled to any abatement or
reduction of rent by reason of any repairs, reasonable alterations or additions
made by Lessor under this Lease. Should Lessor not repair or maintain the
Building or the Leased Premises as required hereunder, after providing written
notice to Lessor and after a thirty (30) day opportunity to cure by Lessor, or
such longer period as shall be necessary, provided that Lessor has not commenced
such repair within such 30 day period and has not diligently pursued same
thereafter, Lessee may make such repairs or perform such maintenance and Lessor
shall promptly reimburse Lessee for any reasonable expenses incurred by Lessee
in performing such work, or if the Leased Premises are untenantable, Lessee may
terminate this Lease.

      5.09 Lessee Repairs And Maintenance. Lessee shall, at its sole cost and
expense, maintain and repair the Leased Premises in good repair and condition,
including, but not limited to carpet or other floor covering, interior
partitions, doors, interior side of demising walls, telephone and computer
cabling that serves Lessee's equipment exclusively, any supplemental air
conditioning, interior water closets, kitchens and plumbing in connection
therewith and any alterations, additions or improvements made by or on behalf of
Lessee. Lessee shall take good care of all personal property and fixtures
located within the Leased Premises. Lessee shall repair and pay for any damage
caused by any act or omission of Lessee or Lessee's agents, employees, invitees,
licensees or visitors to the Leased Premises, the Building, or the project. If
Lessee fails to maintain, repair or replace promptly as required herein, Lessor
may, at its option, and following at least thirty (30) days' advance written
notice to Lessee, perform on Lessee's behalf and charge the cost of such
performance to Lessee as additional rent which is due and payable by Lessee
within ten (10) days from receipt of Lessor's invoice. Costs incurred under this
section are the total responsibility of Lessee.

      5.10 Request for Repairs. All requests for repairs or maintenance that are
the responsibility of Lessor pursuant to any provision of this Lease must be
made in writing to Lessor at the address in Section 1.05 and delivered pursuant
to Section 14.07. After receipt of written notice, Lessor is entitled to a
reasonable time within which to perform such repairs or maintenance.

      5.11 Lessee Damages. Lessee shall not allow any damage to be committed on
any portion of the Leased Premises or Building, and at the termination of this
Lease, by lapse of time or otherwise, Lessee shall deliver the Leased Premises
to Lessor in as good condition as existed at the Commencement Date of this
Lease, ordinary wear and tear and casualty loss excepted. Lessor's standard
move-out checklist will be followed by Lessee to ensure compliance with this
provision. The cost and expense of any repairs necessary to restore the
condition of the Leased Premises must be borne by Lessee. Should Lessor be
required to expend any sums to ensure compliance with this Section 5.05, Lessee
shall reimburse Lessor within ten (10) days of receipt of notice from Lessor.

      5.12 Maintenance Contract. Lessor may, as an Operating Expenses, during
the term of this Lease maintain a regularly scheduled preventative
maintenance/service contract on an annual basis with a maintenance contractor
for the servicing of all general sprinkler systems, hot water, heating and air
conditioning systems and equipment within or servicing the Building. Lessee
shall maintain, at Lessee's sole cost and expense, a regularly scheduled
preventative maintenance/service contract on an annual basis with a maintenance
contractor for the servicing of all hot water, heating and air conditioning
systems within or exclusively servicing the Leased Premises.
<PAGE>

                  ARTICLE 6.00 - ALTERATIONS AND IMPROVEMENTS

6.02 Initial Lessee Improvements.

          A.   Lessee Improvements. Lessee shall prepare final plans and
               -------------------
          specifications for construction of the Lessee Improvements desired by
          Lessee and shall deliver to Lessor by July 1, 1999, two (2) copies of
          such plans and specifications and the names of two proposed
          contractors to construct the Lessee Improvements for Lessor approval.
          Lessor will promptly either approve of the plans and specifications
          and the contractors, or communicate its objections, and if Lessor has
          objections, the Lessor will work diligently with Lessee to resolve any
          objections such that approval of the plans and specifications and
          names of contractors is given within fifteen (15) days of receipt.
          Lessor shall be deemed to have approved the plans and specifications
          and the contractors unless Lessor shall have provided written notice
          to Lessee of Lessor's objections thereto within fourteen (14) days
          following the delivery thereof by Lessee to Lessor. The Lessor
          approved final plans and specifications for the Lessee Improvements
          are herein called the "Lessee Improvements Final Plans and
          Specifications". All reasonable costs involved in approving, drafting
          and preparing the Lessee Improvements Final Plans and Specifications
          shall be charged against the Improvement Allowance described below.
          Lessor shall apply for building permits to construct the Lessee
          Improvements and will submit bid requests to the two contractors
          selected by Lessee and the contractor for the Shell Building
          Improvements no later than two (2) days following approval of the
          Lessee Improvements Final Plans and Specifications. Contractors will
          be required to submit their bids no later than thirty (30) days
          following receipt of the bid request. Lessee shall have fifteen (15)
          days from receipt of all bids to select the contractor for the Lessee
          Improvements. Except for immaterial field changes, modifications to
          the Lessee Improvements Final Plans and Specifications must be made
          and accepted only by written change order or agreement signed by
          Lessor and Lessee and will constitute an amendment to this Lease.
          Lessee shall be responsible for payment in advance of all work and
          construction resulting from changes in the Lessee Improvements Final
          Plans and Specifications requested by Lessee if the additional cost
          attributable to the changes exceed the Improvement Allowance by more
          than $3.00 as described in subparagraph (c) below. The Lessee
          Improvements Final Plans and Specifications (when approved by Lessor
          and Lessee) are incorporated in this Lease by reference. For the
          purpose of this Section, an "immaterial field change" shall mean such
          field changes which are required by any governmental authority or
          changes which (i) do not affect the size, configuration, structural
          integrity, quality, character, architectural appearance and standard
          of workmanship contemplated in the Lessee Improvements Final Plans and
          Specifications, (ii) will not result in any default in any obligation
          to any person or violation of any governmental requirements, and (iii)
          the cost of or reduction resulting from any single field change or
          extra does not exceed $5,000.00.

          B.   Subject to the Lessee's payment obligations under (c) below,
          Lessor shall cause the Lessee Improvements to be completed in a good
          and workmanlike manner, in accordance with all applicable laws and
          regulations, and in accordance with the Lessee Improvements Final
          Plans and Specifications. Lessor shall coordinate construction of
          Lessee Improvements, keeping Lessee informed on the progress of the
          work and of any expenditures made to perform such work and for such
          services shall be paid a construction management fee of five percent
          (5%) of the Hard Costs of such Lessee Improvements, which fee shall be
          paid out of the Improvement Allowance (as hereinafter defined). "Hard
          Costs" are the costs of labor, material and permits and licenses
          necessary to construct the Lessee Improvements, and do not include any
          legal, architectural, management or engineering expenses. Lessor
          agrees that all construction contracts and architectural contracts
          shall provide that the general contractor and architect for the
          project shall provide status reports and other reports relating to the
          construction of the Lessee Improvements to Lessee as well as to
          Lessor, and Lessee shall have the right at any and all times to
          inspect the Lessee Improvements at all stages of construction. Lessor
          agrees to cooperate with Lessee on any
<PAGE>

          changes to the Lessee Improvements and agrees to provide to Lessee
          copies of all draw requests and the underlying documentation relating
          to the draw requests to Lessee. Lessor agrees to keep the Leased
          Premises free from any and all mechanic's or materialman's liens and
          to pay promptly for all work to be performed relative to the
          construction project. In the event any such lien attaches to the
          Leased Premises as a result of Lessor's actions, and if Lessor does
          not contest the lien diligently and in good faith or does not proceed
          in its effort to remove the lien, then, in addition to any other right
          or remedy of Lessee, Lessee may, but is not obligated to, obtain the
          release or otherwise discharge the same or to obtain a bond in
          satisfaction of same. Any amount paid by Lessee in order to release or
          discharge any such lien must be paid by Lessor to Lessee on demand.

          C.   Lessor shall provide Lessee with an improvement allowance of
          $22.00 per rentable square foot of the Leased Premises (the
          "Improvement Allowance"). The Improvement Allowance shall be paid out
          from time to time to pay for costs incurred by Lessor in connection
          with the Lessee Improvements, including costs of Lessee's architect
          and/or space planner, the construction management fee of five percent
          (5%) of the Hard Costs of construction, and third party contractors as
          the Lessee Improvements progress. Lessee shall pay those costs of
          construction of the Lessee Improvements in excess of the Improvement
          Allowance, if any, and such amounts shall be paid by Lessee to Lessor
          within thirty (30) days following receipt by Lessee of a written
          request therefor from Lessor. In the event the costs and expenses of
          the Lessee Improvements shall exceed the Improvement Allowance, then
          at the option of Lessee and upon written request by Lessee and
          approval by Lessor's mortgagee/lender, the Lessor shall fund up to
          $3.00 per rentable square foot within the Leased Premises of such
          excess amounts and such excess amounts so funded by Lessor shall be
          paid by Lessee to Lessor as additional monthly rent. The amount to be
          added on a monthly basis to Base Rent shall be that monthly amount
          necessary to fully amortize, on a straight line basis, the excess
          amount over the term of this Lease at a ten percent (10%) interest
          rate.

     6.02 Additional Lessee Improvements. Except as provided in Section 6.01
above, Lessee shall not make or allow to be made any material alterations or
physical additions in or to the Leased Premises without complying with all
local, state and federal ordinances, laws, statutes and without first obtaining
the written consent of Lessor, which consent may not be unreasonably withheld.
In any event, Lessee shall provide Lessor with a copy of the plans and
specifications for any such alterations or improvements. Any alterations,
physical additions or improvements to the Leased Premises (including Lessee
Improvements) made by Lessor or Lessee become the property of Lessor and must be
surrendered to Lessor upon the termination of this Lease without credit to
Lessee. This clause does not apply to moveable equipment, trade fixtures,
personal property or furniture owned by Lessee, which may be removed by Lessee
at the end of the term of this Lease if Lessee is not then in default, if such
equipment and furniture are not then subject to any other rights, liens and
interest of Lessor and such removal can be accomplished without material damage
to the Leased Premises and, if there shall exist any damage caused by such
removal, such damage shall be repaired by Lessee. Upon completion of any such
work by Lessee, Lessee shall provide Lessor with "as built plans", copies of all
construction contracts and proof of payment for all labor and materials.
Notwithstanding the above, Lessee shall be allowed, without prior approval of
Lessor, to make $5,000.00 in non-structural alterations in any one calendar
year, not to exceed an aggregate of $25,000.00 over the initial term of the
Lease.

     6.03 Mechanic's Lien. Lessee will not permit any mechanic's or
materialman's lien(s) or other lien to be placed upon the Leased Premises or the
Building and nothing in the Lease is intended in any way to constitute the
consent by (or request of) Lessor, express or implied, by inference or
otherwise, to any person for the performance of any labor or the furnishing of
any materials to the Leased Premises, or any part that would give the rise to
any mechanic's or materialman's or other lien against the Leased Premises. In
the event any such lien attaches to the Leased Premises as a result of Lessee's
actions, and if Lessee does not contest the lien diligently and in good faith or
<PAGE>

does not succeed in its effort to remove the lien, then, in addition to any
other right or remedy of Lessor, Lessor may, but is not obligated to, obtain the
release or otherwise discharge the same or to obtain a bond in satisfaction of
same. Any amount paid by Lessor in order to release or discharge any such lien
must be paid by Lessee to Lessor on demand as additional rent.

                     ARTICLE 7.00 - CASUALTY AND INSURANCE

     7.01 Substantial Destruction. If the Leased Premises or any part thereof
are damaged by fire or other casualty, Lessee shall give prompt written notice
thereof to Lessor. 1) If the Leased Premises are totally destroyed by fire or
other casualty, 2) if the Leased Premises are damaged so that rebuilding cannot
reasonably be completed within one hundred eighty (180) days after the date of
written notification by Lessee to Lessor of the destruction, 3) if the Leased
Premises are part of a Building which is substantially destroyed (even though
the Leased Premises are not totally or substantially destroyed), 4) if the
Leased Premises or Building is damaged by fire or other casualty and applicable
law would prevent rebuilding to substantially the condition prior to such fire
or casualty, 5) if any mortgagee requires the insurance proceeds payable as a
result of such casualty to be applied to the payment of the mortgage debt or 6)
the Leased Premises are materially damaged and less than two (2) years remain on
the Term on the date of such casualty, Lessor or Lessee may at their option
terminate this Lease by providing the other written notice thereof within sixty
(60) days of such casualty and all obligations under the Lease shall terminate
as of the date of the casualty; provided, however, Lessee shall not have the
right to terminate this Lease if Lessor has theretofore commenced and is
diligently pursuing rebuilding.

     7.02 Partial Destruction. If this Lease is not terminated under Section
7.01, Lessor shall at its sole risk and expense proceed with reasonable
diligence to rebuild or repair the Building or other improvements to
substantially the same condition in which they existed prior to the damage,
provided, Lessor has no obligation to repair or rebuild Lessee's furniture,
fixtures or personal property. If the destruction was caused by an act or
omission of Lessee, its employees, agents, or invitees, Lessee shall pay Lessor
the difference between the actual cost of rebuilding or repairing the Leased
Premises and any insurance proceeds received by Lessor. If the Leased Premises
are to be rebuilt or repaired and are untenantable in whole or in part following
the damage, either because of the damage or the rebuilding or repairing, and the
damage or destruction was not caused or substantially contributed to by any act
or negligence of Lessee, its agents, employees, invitees or those for whom
Lessee is responsible, the rent payable under this Lease during the period for
which the Leased Premises are untenantable will be adjusted to such an extent as
may be fair and reasonable under the circumstances. If Lessor fails to complete
the necessary repairs or rebuilding within one hundred fifty days from the date
of the destruction, Lessee may at its option terminate this Lease by delivering
written notice of termination to Lessor, whereupon all rights and obligations
under this Lease cease to exist. If any damage or destruction occurs to the
Leased Premises during the last twenty-four (24) months of the Lease term,
Lessor may elect to terminate this Lease as of the date Lessee notifies Lessor
of such damage. Lessor and Lessee hereby waive the provisions of any law from
time to time in effect during the Term relating to the effect upon leases of
partial or total destruction of Leased property and agree that their respective
rights in the event of damage or destruction are those specifically set forth
herein.

     7.03 Property Insurance. Lessor shall at all times during the term of this
Lease maintain a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon some solvent insurance company having an "A"
rating or better, insuring the Building against all risk of direct physical loss
in an amount equal to the full replacement cost of the Building structure and
its improvements as of the date of the loss, providing protection against all
perils, including, without limitations fire, extended coverage, vandalism,
malicious mischief, a standard mortgagee clause and rental coverage; provided,
Lessor is not obligated in any way or manner to insure any personal property
(including, but not limited to, any furniture, machinery, goods or supplies) of
Lessee upon or within the Leased Premises, any fixtures installed or paid for by
Lessee upon or within the Leased Premises, or any improvements which Lessee may
construct on the Leased Premises. The rental insurance policy will be for the
full rental value for a period of one year, which insurance also covers real
estate taxes, insurance and other amounts which might be due Lessor from Lessee
pursuant to the terms of this Lease. Lessee agrees that it is not entitled to
the proceeds of any policy of insurance maintained by Lessor even if the cost of
such insurance is borne by Lessee
<PAGE>

as set forth in Article 2.00. Notwithstanding the foregoing, in the event Lessor
has a net worth in excess of $50,000,000, it shall be entitled to self insure
against all risk provided for in this paragraph in lieu of obtaining the
insurance set forth herein.

     7.04  Waiver of Subrogation. ANYTHING IN THIS LEASE TO THE CONTRARY NOT
WITHSTANDING, LESSOR AND LESSEE HEREBY WAIVE AND RELEASE EACH OTHER OF AND FROM
ANY AND ALL RIGHT OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION, AGAINST EACH
OTHER, THEIR AGENTS, OFFICERS AND EMPLOYEES, FOR ANY LOSS OR DAMAGE THAT MAY
OCCUR TO THE LEASED PREMISES, IMPROVEMENTS TO THE BUILDING OF WHICH THE LEASED
PREMISES ARE A PART, OR PERSONAL PROPERTY WITHIN THE BUILDING, BY REASON OF
FIRE, EXPLOSION, OR ANY OTHER OCCURRENCE, REGARDLESS OF CAUSE OR ORIGIN,
INCLUDING NEGLIGENCE OF LESSOR OR LESSEE AND THEIR AGENTS, OFFICERS AND
EMPLOYEES. LESSOR AND LESSEE AGREE IMMEDIATELY TO GIVE THEIR RESPECTIVE
INSURANCE COMPANIES WHICH HAVE ISSUED POLICIES OF INSURANCE COVERING ALL RISK OF
DIRECT PHYSICAL LOSS, WRITTEN NOTICE OF THE TERMS OF THE MUTUAL WAIVERS
CONTAINED IN THIS SECTION AND TO HAVE THE INSURANCE POLICIES PROPERLY ENDORSED,
IF NECESSARY, TO PREVENT THE INVALIDATION OF THE INSURANCE COVERAGE BY REASON OF
THE MUTUAL WAIVERS.

     7.05  Hold Harmless. Lessor will not be liable to Lessee's employees,
agents, invitees, licensees or visitors, or to any other person, for an injury
to person or damage to property on or about the Leased Premises caused by any
act or omission of Lessee, its agents, servants or employees, any tenant in the
Building of which the Leased Premises are a part, or of any other person
entering upon the Leased Premises under express or implied invitation by Lessee,
the failure or cessation of any service provided by Lessor (including security
service and devices or caused by leakage of gas, oil, water or steam or by
electricity emanating from the Leased Premises) except as provided in this
Lease. Lessee agrees to indemnify and hold harmless Lessor of and from any loss,
attorney's fees, expenses or claims arising out of any such damage or injury
except for damages or injury caused by Lessor's negligence, recklessness or
willful misconduct.

     7.06  A.   At all times commencing on and after the earlier of the
           Commencement Date and the date Lessee or its agents, employees or
           contractors enters the Leased Premises for any purpose, Lessee shall
           carry and maintain, at its sole cost and expense:

                1.   Commercial General Liability Insurance applicable to the
                Leased Premises and its appurtenances providing, on an
                occurrence basis, a minimum combined single limit of Two Million
                Dollars ($2,000,000.00), with a contractual liability
                endorsement covering Lessee's indemnity obligations under this
                Lease;

                2.   All Risks of Physical Loss Insurance written at replacement
                cost value and with a replacement cost endorsement covering all
                of Lessee's personal property and improvements in the Leased
                Premises;

                3.   Workers' Compensation Insurance as required by the state in
                which the Leased Premises is located and in amounts as may be
                required by applicable statute;


                4.   Business interruption or loss of income insurance in
                amounts satisfactory to Lessor; and

                5.   Whenever good business practice, in Lessor's reasonable
                judgment, indicates the need of additional insurance coverage or
                different types of insurance in connection with the Leased
                Premises or Lessee's use and occupancy thereof, Lessee shall,
                upon
<PAGE>

               request, obtain such insurance at Lessee's expense and provide
               Lessor with evidence thereof.

           B.  Before any repairs, alterations, additions, improvements, or
           construction are undertaken by or on behalf of Lessee, Lessee shall
           carry and maintain, at its expense, or Lessee shall require any
           contractor performing work on the Leased Premises to carry and
           maintain, at no expense to Lessor, in addition to Workers'
           Compensation Insurance as required by the jurisdiction in which the
           Building is located, All Risk Builder's Risk Insurance in the amount
           of the replacement cost of any alterations, additions or improvements
           (or such other amount reasonably required by Lessor) and Commercial
           General Liability Insurance (including, without limitation,
           Contractor's Liability coverage, Contractual Liability coverage and
           Completed Operations coverage,) written on an occurrence basis with a
           minimum combined single limit of Two Million Dollars ($2,000,000.00)
           and adding "the named Lessor hereunder (or any successor thereto),
           and its respective members, principals, beneficiaries, partners,
           officers, directors, employees, agents and any Mortgagee(s)", and
           other designees of Lessor as the interest of such designees appear,
           as additional insureds (collectively referred to as the "Additional
           Insureds").

           C.  Any company writing any insurance which Lessee is required to
           maintain or cause to be maintained pursuant to the terms of this
           Lease (all such insurance as well as any other insurance pertaining
           to the Leased Premises or the operation of Lessee's business therein
           being referred to as "Lessee's Insurance"), as well as the form of
           such insurance, are at all times subject to Lessor's reasonable
           approval, and each such insurance company must have an A.M. Best
           rating of "A-" or better and be licensed and qualified to do business
           in the state in which the Leased Premises are located. All policies
           evidencing Lessee's Insurance (except for Workers' Compensation
           Insurance) must specify Lessee as named insured and the Additional
           Insureds as additional insureds. Provided that the coverage afforded
           Lessor and any designees of Lessor is not reduced or otherwise
           adversely affected, all of Lessee's Insurance may be carried under a
           blanket policy covering the Leased Premises and any other of Lessee's
           locations. All policies of Lessee's Insurance must contain
           endorsements requiring that the insurer(s) give Lessor and its
           designees at least thirty (30) days' advance written notice of any
           change, cancellation, termination or lapse of said insurance. Lessee
           shall be solely responsible for payment of premiums for all of
           Lessee's Insurance. Lessee shall deliver to Lessor at least fifteen
           (15) days prior to the time Lessee's Insurance is first required to
           be carried by Lessee, and upon renewals at least fifteen (15) days
           prior to the expiration of any such insurance coverage, certified
           copies of all policies procured by Lessee in compliance with its
           obligations under this Lease. The limits of Lessee's Insurance do not
           in any manner limit Lessee's liability under this Lease.

           D.  Lessee shall not do or fail to do anything in, upon or about the
           Leased Premises which will (1) violate the terms of any of Lessor's
           insurance policies; (2) prevent Lessor from obtaining policies of
           insurance acceptable to Lessor or any Mortgagees; or (3) result in an
           increase in the rate of any insurance on the Leased Premises, the
           Building, any other property of Lessor or of others within the
           Building. In the event of the occurrence of any of the events set
           forth in this Section, Lessee shall pay Lessor upon demand, as
           additional rent, the cost of the amount of any increase in any such
           insurance premium, provided that the acceptance by Lessor of such
           payment may not be construed to be a waiver of any rights by Lessor
           in connection with a default by Lessee under the Lease. If Lessee
           fails to obtain the insurance coverage required by this Lease, Lessor
           may, at its option, obtain such insurance for Lessee, and Lessee
           shall pay, as additional rent, the cost of all premiums thereon and
           all of Lessor's costs associated therewith.
<PAGE>

                           ARTICLE 8.00 - CONDEMNATION

         8.01 Substantial Taking. If all or a substantial portion of the Leased
Premises or a substantial portion of the Building of which the Leased Premises
are a part (even though the Leased Premises are not taken) are taken for any
public or quasi-public use under any governmental law, ordinance or regulation,
or by right of eminent domain or by purchase in lieu thereof, and the taking
would prevent or materially interfere with the use of the Leased Premises or the
Building of which the Leased Premises are a part for the purpose for which it is
then being used, then Lessor and Lessee have the option to terminate this Lease
and to abate the rent during the unexpired portion of this Lease effective on
the date title or physical possession is taken by the condemning authority,
whichever occurs first. All proceeds of any taking are the sole property of
Lessor and Lessee agrees that Lessee is not entitled to any condemnation award
or proceeds in lieu thereof.

         8.02 Partial Taking. If a portion of the Leased Premises or a portion
of the Building of which the Leased Premises are a part are taken for any public
or quasi-public use under any governmental law, ordinance or regulation, or by
right of eminent domain or by purchase in lieu thereof, and this Lease is not
terminated as provided in Section 8.01 above, Lessor shall at Lessor's sole risk
and expense, restore and reconstruct the Building and other improvements on the
Leased Premises to the extent necessary to make it reasonably tenantable;
provided, if the damages received by Lessor are insufficient to cover the costs
of restoration, Lessor may terminate this Lease. The rent payable under this
Lease during the unexpired portion of the term will be adjusted to such an
extent as may be fair and reasonable under the circumstances. All proceeds of
any taking are the sole property of Lessor and Lessee agrees that Lessee is not
entitled to any condemnation award or proceeds in lieu thereof.

                      ARTICLE 9.00 - ASSIGNMENT OR SUBLEASE

         9.01 Lessor Assignment. Lessor may sell, transfer or assign, in whole
or in part, its rights and obligations under this Lease and in the Leased
Premises. Any such sale, transfer or assignment will release Lessor from any and
all liabilities under this Lease arising after the date of such sale, assignment
or transfer, so long as such transferee or assignee assumes the obligations of
Lessor hereunder.

         9.02 Lessee Assignment. Except for an assignment to an affiliate and
except in the case of a merger or consolidation by Lessee with or into another
entity, Lessee shall not assign, in whole or in part, this Lease, or allow it to
be assigned, in whole or in part, or mortgage or pledge the same or sublet the
Leased Premises, in whole or in part, without the prior written consent of
Lessor which consent may not be unreasonably withheld, and in no event will any
such assignment or sublease ever release Lessee or any guarantor from any
obligation or liability hereunder unless consented to by Lessor. No assignee or
sublessee of the Leased Premises or any portion thereof may assign or sublet the
Leased Premises or any portion thereof.

         9.03 Conditions of Assignment. If Lessee desires to assign or sublet
all or any part of the Leased Premises or grant any license, concession or other
right of occupancy of any portion of the Leased Premises, it must so notify
Lessor at least thirty days in advance of the date on which Lessee desires to
make such assignment or sublease. Lessee must provide Lessor with a copy of the
proposed assignment or sublease and such information as Lessor might reasonably
request concerning the proposed sublessee or assignee to allow Lessor to make
informed judgments as to the financial condition, reputation, operations and
general desirability of the proposed sublessee or assignee. Within fifteen days
after Lessor's receipt of Lessee's proposed assignment or sublease and all
required information concerning the proposed sublessee or assignee, Lessor may,
in its reasonable discretion, either: (1) consent to the proposed assignment or
sublease, or (2) refuse to consent to the proposed assignment or sublease, which
refusal is deemed to have been exercised unless Lessor gives Lessee written
notice providing otherwise. Upon the occurrence of an event of default, if all
or any part of the Leased Premises are then assigned or sublet, Lessor, in
addition to any other remedies provided by this Lease or provided by law, may,
at its option, collect directly from the assignee or sublessee all rents
becoming due to Lessee by reason of the assignment or sublease, and Lessor will
be entitled to a security interest in all properties on the Leased Premises to
secure payment of such sums. Lessee agrees that any collection directly by
Lessor from the assignee or sublessee is not intended to
<PAGE>

constitute a novation or a release of Lessee or any guarantor from the further
performance of its obligations under this Lease.

         9.04 Subordination. Lessee accepts this Lease subject and subordinate
to any recorded mortgage or deed of trust lien presently existing or hereafter
created upon the Building or project of which the Leased Premises are a part
(provided, however, that any such mortgagee may, at any time, subordinate such
mortgage, deed of trust or other lien to this Lease) and to all existing
recorded restrictions, covenants, easements and agreements with respect to the
Building and to any renewals thereof. Lessee agrees that this clause is
self-operative and no further instrument of subordination is required to effect
such subordination. Lessor is hereby irrevocably vested with full power and
authority to subordinate Lessee's interest under this Lease to any first
mortgage or deed of trust lien hereafter placed on the Leased Premises, and
Lessee agrees upon demand to execute additional reasonable instruments
subordinating this Lease as Lessor may require. If the interests of Lessor under
this Lease are transferred by reason of foreclosure or other proceedings for
enforcement of any first mortgage or deed of trust lien on the Leased Premises,
Lessee is bound to the transferee (sometimes called the "Purchaser") at the
option of the Purchaser, under the terms, covenants and conditions of this Lease
for the balance of the term remaining, including any extensions or renewals,
with the same force and effect as if the Purchaser were Lessor under this Lease,
and, if requested by the Purchaser, Lessee agrees to attorn to the Purchaser,
including the first mortgagee under any such mortgage if it be the Purchaser, as
its Lessor. Lessee will not be entitled to any credits as against Purchaser any
prepaid rents or offsets against or credits due from Lessor, except as provided
under the terms of any non-disturbance agreement provided pursuant to Section
13.14 of this Lease.

         9.05 Estoppel Certificates. Lessee agrees to furnish, from time to
time, within ten (10) days after receipt of a request from Lessor, Lessor's
mortgagee or any potential purchaser of the Building, a statement certifying, if
applicable, the following: Lessee is in possession of the Leased Premises; the
Leased Premises are acceptable; the Lease is in full force and effect; the Lease
is unmodified; Lessee claims no present charge, lien, or claim of offset against
rent; the rent is paid for the current month, but is not prepaid for more than
one month and will not be prepaid for more than one month in advance; there is
no existing default by reason of some act or omission by Lessor; and such other
matters as may be reasonably required by Lessor, Lessor's mortgagee or any
potential purchaser. Lessee's failure to deliver such statement, in addition to
being a default under this Lease, may be deemed to establish conclusively that
this Lease is in full force and effect except as declared by Lessor, that Lessor
is not in default of any of its obligations under this Lease and that Lessor has
not received more than one month's rent in advance. Any notice and cure
provisions set forth in any other part of this Lease does not apply to a default
of this Section 9.05.

                              ARTICLE 10 - LIENS

         10.01 Landlord's Lien. As security for payment of rent, damages and all
other payments required to be made by this Lease, Lessee hereby grants to Lessor
a lien upon all property of Lessee now or subsequently located upon the Leased
Premises and Lessee agrees not remove such property from the Leased Premises
except in the ordinary course of business, provided at the time of such removal
Lessee is not in default. If Lessee abandons or vacates any substantial portion
of the Leased Premises or is in default in the payment of any rentals, damages
or other payments required to be made by this Lease or is in default of any
other provision of this Lease, Lessor may enter upon the Leased Premises, by
picking or changing locks if necessary, and take possession of all or any part
of the personal property, and may sell all or any part of the personal property
at a public or private sale, in one or successive sales, with or without notice,
to the highest bidder for cash, and, on behalf of Lessee, sell and convey all or
part of the personal property to the highest bidder, delivering to the highest
bidder all of Lessee's title and interest in the personal property sold. The
proceeds of the sale of the personal property shall be applied by Lessor toward
the reasonable costs and expenses of the sale, including attorney's fees, and
then toward the payment of all sums then due by Lessee to Lessor under the terms
of this Lease. Any excess remaining will be paid to Lessee or any other person
entitled thereto by law.
<PAGE>

         10.02    Uniform Commercial Code.  This Lease is intended as and
constitutes a security agreement within the meaning of the Uniform Commercial
Code of the state in which the Leased Premises are situated. Lessor, in addition
to the rights prescribed in this Lease, has all of the rights, titles, liens and
interests in and to Lessee's property, now or hereafter located upon the Leased
Premises, which may be granted a secured party, as that term is defined, under
the Uniform Commercial Code to secure to Lessor payment of all sums due and the
full performance of all Lessee's covenants under this Lease. Lessee will on
request execute and deliver to Lessor a financing statement for the purpose of
perfecting Lessor's security interest under this Lease or Lessor may file this
Lease or a copy thereof as a financing statement. Unless otherwise provided by
law and for the purpose of exercising any right pursuant to this Section, Lessor
and Lessee agree that reasonable notice has been given if such notice is given
by ten days written notice, certified mail, return receipt requested, to Lessor
or Lessee at the addresses specified herein.

         10.03    Landlord's Lien Waiver.  Upon request by Lessee, Lessor will
execute a lien waiver in favor of Lessee's lender in the form prescribed by
Lessee's lender.


                        ARTICLE 11 - DEFAULT AND REMEDIES

         11.01    Default by Lessee.  The following are events of default by
Lessee under this Lease:

                  A. Lessee fails to pay, within ten (10) days of when due, any
                  installment of rent or any other payment required pursuant to
                  this Lease, and such failure shall be continuing five (5) days
                  following written notice (which notice may include the
                  cancellation notice described in Section 11.02(E) hereof)
                  thereof from Lessor to Lessee; provided, however, in no event
                  shall Lessee have the right to receive or Lessor have the
                  obligation to provide, as a prerequisite to an event of
                  default, more than two (2) written notices within any twelve
                  (12) month period;

                  B. Lessee fails to comply with any term, provision or covenant
                  of this Lease, other than the payment of rent and fails to
                  cure the failure within thirty (30) days of receipt of written
                  notice (which notice may include the cancellation notice
                  described in Section 11.02(E) hereof) from Lessor;

                  C. Lessee or any guarantor of Lessee's obligations hereunder
                  files a petition or is adjudged bankrupt or insolvent under
                  any applicable federal or state bankruptcy or insolvency law,
                  or admits that it cannot meet its financial obligations as
                  they become due; or a receiver or trustee is appointed for all
                  or substantially all of the assets of Lessee or such
                  guarantor; or Lessee or any guarantor of Lessee's obligations
                  hereunder makes a transfer in fraud of creditors or makes an
                  assignment for the benefit of creditors; or

                  D. Lessee does or permits to be done any act which results in
                  a lien being filed against the Leased Premises or the Building
                  and Lessee fails to contest the lien diligently and in good
                  faith or does not prevail, within sixty (60) days of the date
                  the lien is filed, in its efforts to remove the lien.

         11.02    Remedies for Lessee's Default.  Upon the occurrence of any
event of default set forth in this Lease, Lessor is entitled to pursue any one
or more of the remedies set forth herein without any notice or demand.

                  A. Without declaring the Lease terminated, Lessor may enter
                  upon and take possession of the Leased Premises, by picking or
                  changing locks if necessary, and lock out, expel or remove
                  Lessee and any other person who may be occupying all or any
                  part of the Leased Premises without being liable for any claim
                  for damages, and relet the Leased Premises on behalf of Lessee
                  and receive the rent directly by reason of the reletting;
                  provided however, that Lessor has no obligation to relet the
                  Leased Premises so as to mitigate the amount for which Lessee
                  is liable. Lessee agrees to pay Lessor on demand any
                  deficiency that may arise by reason of any reletting of the
                  Leased
<PAGE>

                  Premises; further, Lessee agrees to reimburse Lessor for any
                  reasonably expenditures made by it in order to relet the
                  Leased Premises, including, but not limited to, leasing
                  commissions, lease incentives, remodeling and repair costs.

                  B. Without declaring the Lease terminated, Lessor may enter
                  upon the Leased Premises, by picking or changing locks if
                  necessary, without being liable for any claim for damages,
                  except for damages arising from Lessor's negligence,
                  recklessness or willful misconduct, and do whatever Lessee is
                  obligated to do under the terms of this Lease. Lessee agrees
                  to reimburse Lessor on demand for any expenses which Lessor
                  may incur in effecting compliance with Lessee's obligations
                  under this Lease.

                  C. Lessor may terminate this Lease, in which event Lessee
                  shall immediately surrender the Leased Premises to Lessor, and
                  if Lessee fails to surrender the Leased Premises, Lessor may,
                  without prejudice to any other remedy which it may have for
                  possession or arrearages in rent, enter upon and take
                  possession of the Leased Premises, by picking or changing
                  locks if necessary, and lock out, expel or remove Lessee and
                  any other person who may be occupying all or any part of the
                  Leased Premises without being liable for any claim for
                  damages. Lessee agrees to pay on demand the amount of all loss
                  and damage which Lessor may suffer by reason of the
                  termination of this Lease under this Section, including
                  without limitation, loss and damage due to the failure of
                  Lessee to maintain and or repair the Leased Premises as
                  required hereunder and/or due to the inability to relet the
                  Leased Premises on terms satisfactory to Lessor or otherwise,
                  and any reasonable expenditures made by Lessor in order to
                  relet the Leased Premises, including, but not limited to,
                  leasing commissions, lease incentives, and remodeling and
                  repair costs; provided however, that Lessor will have no
                  obligation to relet the Leased Premises so as to mitigate the
                  amount for which Lessee is liable. In addition, upon
                  termination Lessor may collect from Lessee the value of all
                  future rentals required to be paid under this Lease from the
                  date Lessor terminates the Lease until the original
                  termination date in accordance with applicable law less
                  amounts collected as rent by Lessor if the Leased Premises are
                  re-let. Notwithstanding anything contained in this Lease to
                  the contrary, this Lease may be terminated under this section
                  by Lessor only by mailing or delivering written notice of such
                  termination to Lessee, and no other act or omission of Lessor
                  constitutes a termination of this Lease.

                  D. In the event that Lessor exercises its remedy to lock out
                  Lessee in accordance with any provision of this Lease, Lessee
                  agrees that no notice is required to be posted by Lessor on
                  any door to the Leased Premises (or elsewhere) disclosing the
                  reason for such action or any other information, and that
                  Lessor is not obligated to provide a key to the changed lock
                  to Lessee unless Lessee has first:

                           1. brought current all payments due to Lessor under
                           this Lease (unless Lessor has terminated this Lease,
                           in which event payment of all past due amounts do not
                           obligate Lessor to provide a key);


                           2. fully cured and remedied to Lessor's reasonable
                           satisfaction all other defaults of Lessee under this
                           Lease (unless Lessee has abandoned or vacated the
                           Leased Premises, in which event Lessor is not
                           obligated to provide the new key to Lessee under any
                           circumstances); and

                           3. provided Lessor with additional security deposit
                           and assurances reasonably satisfactory to Lessor that
                           Lessee intends to and is able to meet and comply with
                           its future obligations under this Lease, both
                           monetary and nonmonetary. Lessor may, upon written
                           request by Lessee, at Lessor's convenience, upon
                           receipt by Lessor of an amount necessary to reimburse
                           itself for time and expense in providing such
                           service, and upon
<PAGE>

                           Lessee's execution and delivery of such waivers and
                           indemnities as Lessor may require at Lessor's option
                           either:

                                    a. escort Lessee or its specifically
                                    authorized employees or agents to the Leased
                                    Premises to retrieve personal belongings of
                                    Lessee's employees and property of Lessee
                                    that is not subject to a Security Interest
                                    provided in this Lease; or


                                    b. obtain from Lessee a list of such
                                    property and arrange for such items to be
                                    removed from the Leased Premises and made
                                    available to Lessee at such place at such
                                    time as Lessor may designate, provided
                                    however, that if Lessor elects option (ii),
                                    then Lessee shall pay Lessor in cash in
                                    advance, the estimated costs that Lessor may
                                    incur upon moving and storage charges
                                    theretofore incurred by Lessor with respect
                                    to such property. THE PROVISIONS OF THIS
                                    ARTICLE ARE INTENDED TO OVERRIDE AND
                                    SUPERSEDE ANY CONFLICTING PROVISIONS OF THE
                                    TEXAS PROPERTY CODE AND ANY AMENDMENTS OR
                                    SUCCESSOR STATUTES THERETO, AND OF ANY OTHER
                                    LAW, TO THE MAXIMUM EXTENT PERMITTED BY THE
                                    LAW.

                  E. Notwithstanding any other remedy set forth in this Lease,
                  if Lessor has made rent concessions of any type or character,
                  or waived any base rent (i.e. given free rent), and Lessee
                  fails to take possession of the Leased Premises on the
                  Commencement Date or there occurs a Lessee event of default at
                  any time during the term of this Lease, the rent concessions,
                  including any waived base rent, are canceled and the amount of
                  the base rent or other rent concessions are due and payable
                  immediately as if no rent concessions or waiver of any base
                  rent had ever been granted; provided, however, in the event of
                  a default under 11.01(A) or 11.02(B) hereof, that in order for
                  such cancellation of rent concessions to be effective, Lessor
                  must give Lessee express notice of the free rent cancellation
                  in the written notice described in Section11.01(A) and
                  11.01(B). A rent concession or waiver of the base rent will
                  not relieve Lessee of any obligation to pay any other charge
                  due and payable under this Lease including without limitation
                  any sums due under Section 2.02 herein.

                  F. If Lessor exercises any of its rights provided in this
                  Article 11 and Lessee subsequently cures such default, Lessor
                  is entitled to receive a service charge of $500.00 from Lessee
                  for its time and expense, in addition to any other amounts
                  owed hereunder, prior to allowing the Lessee to reenter and
                  reoccupy the Leased Premises.

                  G. Lessee hereby expressly waives any and all rights of
                  redemption granted by or under any present or future laws in
                  the event of Lessee being evicted or dispossessed for any
                  cause, or in the event of Lessor obtaining possession of the
                  Leased Premises by reason of the violation by Lessee of any of
                  the covenants and conditions of this Lease or otherwise. The
                  rights given to Lessor herein are in addition to any rights
                  that may be given to Lessor by any statute or otherwise.

                  H. Lessor's pursuit of any remedy specified in this Lease will
                  not constitute an election to pursue that remedy only, nor
                  preclude Lessor from pursuing any other remedy available at
                  law or in equity, nor constitute a forfeiture or waiver of any
                  rent or other amount due to Lessor as described herein.

                  I. If Lessee or any guarantor of Lessee's obligations
                  hereunder is the subject of any insolvency, bankruptcy,
                  receivership, dissolution, reorganization or similar
                  proceeding, federal or state, voluntary or involuntary, under
                  any present or future law or act, Lessor is entitled to the
<PAGE>

                  automatic and absolute lifting of any automatic stay as to the
                  enforcement of its remedies under this Lease, including
                  specifically the stay imposed by Section 362 of the United
                  States Federal Bankruptcy Code, as amended. Lessee hereby
                  consents to the immediate lifting of any such automatic stay,
                  and may not contest any motion by Lessor to lift such stay.
                  Lessee expressly acknowledges that the Leased Premises is not
                  now and will never be necessary to any plan or reorganization
                  of any type.

         11.03    Lessor's Liability. The liability of Lessor to Lessee for any
default by Lessor under the terms of this Lease is limited to Lessee's actual
direct, but not consequential, damages therefor and is recoverable only from the
interest of Lessor in the Building, and Lessor is not personally liable for any
deficiency.

                          ARTICLE 12.00 - DEFINITIONS

         12.01    Abandon. "Abandon" means the vacating of all or a substantial
portion of the Leased Premises by Lessee or any approved sublessee, whether or
not Lessee or any approved sublessee is in default of the rental payments due
under this Lease;

         12.02    Building. "Building" as used in this Lease means the building
described in Section 1.02, including the Leased Premises and the land upon which
the Building is situated.

         12.03    Commencement  Date.  "Commencement Date" is the date set forth
in Section 1.03. The Commencement Date constitutes the commencement of the term
of this Lease for all purposes, whether or not Lessee has actually taken
possession.


                          ARTICLE 13.00 - MISCELLANEOUS

         13.01    Waiver. Failure of Lessor to declare an event of default
immediately upon its occurrence, or delay in taking any action in connection
with an event of default, will not constitute a waiver of the default, but
Lessor has the right to declare the default at any time and take such action as
is lawful or authorized under this Lease. Pursuit of any one or more of the
remedies set forth in Article 11.00 or Article 12.00 above will not preclude
pursuit of any one or more of the other remedies provided elsewhere in this
Lease or provided at law or in equity, nor will pursuit of any remedy constitute
forfeiture or waiver of any rent or damages accruing to Lessor by reason of the
violation of any of the terms, provisions or covenants of this Lease. Lessee
agrees that failure by Lessor to enforce one or more of the remedies provided
upon an event of default will not constitute a waiver of the default or of any
other violation or breach of any of the terms, provisions and covenants
contained in this Lease.

         No act or thing done by Lessor or its agents during the Lease Term may
be deemed an acceptance of an attempted surrender of the Leased Premises, and no
agreement to accept a surrender of the Leased Premises will be valid unless made
in writing and signed by Lessor. No reentry or taking possession of the Leased
Premises by Lessor may be construed as an election on its part to terminate this
Lease, unless a written notice of such intention, signed by Lessor, is given by
Lessor to Lessee. Notwithstanding any such reletting or reentry or taking
possession, Lessor may at any time thereafter elect to terminate this Lease for
a previous event of default. Lessee and Lessor agree that Lessor's acceptance of
rent following an event of default hereunder will not constitute Lessor's waiver
of such event of default. The failure of Lessor to enforce any of the Rules and
Regulations described in Section 3.03 against Lessee or any other Lessee in the
Building will not constitute a waiver of any such Rules and Regulations. No
waiver of any provision of this Lease is effective unless such waiver is in
writing and signed by Lessor. All rights granted to Lessor in this Lease are
cumulative of every other right or remedy which Lessor may otherwise have at law
or in equity, and the exercise of one or more rights or remedies does not
prejudice or impair the concurrent or subsequent exercise of other rights or
remedies.
<PAGE>

         13.02 Act of God. Lessor or Lessee is not required to perform any
covenant or obligation in this Lease, or be liable in damages to the other, so
long as the performance or non-performance of the covenant or obligation is
delayed, caused or prevented by Force Majeure or by the other party.

         13.03 Attorney's Fees. If either party defaults in the performance of
any of the terms, covenants, agreements or conditions contained in this Lease
and the other party places in the hands of an attorney the enforcement of all or
any part of this Lease, the collection of any rent due or to become due or
recovery of the possession of the Leased Premises, agrees to pay the
non-defaulting party's costs of collection, including reasonable attorney's fees
for the services of the attorney, whether suit is actually filed or not.

         13.04 Successors. This Lease is binding upon and inures to the benefit
of Lessor and Lessee and their respective heirs, personal representatives,
successors and assigns. It is hereby covenanted and agreed that should Lessor's
interest in the Leased Premises cease to exist for any reason during the term of
this Lease, then notwithstanding the happening of such event this Lease
nevertheless will remain unimpaired and in full force and effect, and Lessee
hereunder agrees to attorn to the then owner of the Leased Premises.

         13.05 Rent Tax. If applicable in the jurisdiction where the Leased
Premises are situated, Lessee shall pay and be liable for all rental, sales and
use taxes or other similar taxes, if any, levied or imposed by any city, state,
county or other governmental body having authority, such payments to be in
addition to all other payments required to be paid to Lessor by Lessee under the
terms of this Lease. Any such payment must be paid concurrently with the payment
of the rent, additional rent, operating expenses or other charge upon which the
tax is based as set forth above.

         13.06 Captions. The captions appearing in this Lease are inserted only
as a matter of convenience and in no way define, limit, construe or describe the
scope or intent of any Section.

         13.07 Notice. All rent and other payments required to be made by Lessee
must be paid to Lessor at the address set forth in Section 1.05. All payments
required to be made by Lessor to Lessee are payable to Lessee at the address set
forth in Section 1.05 or at any other address within the United States as Lessee
may specify from time to time by written notice. For purposes hereof, any notice
or document required or permitted to be delivered by the terms of this Lease
(other than delivery of rental payments) will be deemed to be delivered upon the
earlier of actual receipt, or (whether or not actually received) three days
after being deposited in the United States Mail, postage prepaid, certified
mail, return receipt requested, addressed to the parties at the respective
addresses set forth in Section 1.05, or transmission by facsimile and receipt of
confirmation of successful transmission by the transmitting facsimile; provided,
however, any notice given by facsimile must be followed up by notice in one of
the other manners set forth herein within five (5) days thereafter. Rental
payments will be deemed received upon actual receipt only. Except as
specifically set forth herein, in no event will notice by facsimile transmission
be proper notice under the terms of this Lease.

         13.08 Submission of Lease. Submission of this Lease to Lessee for
signature does not constitute a reservation of space or an option or offer to
lease. This Lease is not deemed effective until execution by and delivery to
both Lessor and Lessee.

         13.09 Representations, Warranties and Covenants of Lessee and Lessor.
Lessee represents, warrants and covenants that it is now in a solvent condition;
that no bankruptcy or insolvency proceedings are pending or contemplated by or
against Lessee or any guarantor of Lessee's obligations under this Lease; that
all reports, statements and other data furnished by Lessee to Lessor in
connection with this Lease are true and correct in all material respects; that
the execution and delivery of this Lease by Lessee does not contravene, result
in a breach of, or constitute a default under any contract or agreement to which
Lessee is a party or by which Lessee may be bound and does not violate or
contravene any law, order, decree, rule or regulation to which Lessee is
subject; and that there are no judicial or administrative actions, suits, or
proceedings pending or threatened against or affecting Lessee or any guarantor
of Lessee's obligations under this lease.
<PAGE>

Lessor represents, warrants and covenants that it is now in a solvent condition;
that no bankruptcy or insolvency proceedings are pending or contemplated by or
against Lessor or any guarantor of Lessor's obligations under this Lease; that
all reports, statements and other data furnished by Lessor to Lessee in
connection with this Lease are true and correct in all material respects; that
the execution and delivery of this Lease by Lessor does not contravene, result
in a breach of, or constitute a default under any contract or agreement to which
Lessee is a party or by which Lessee may be bound and does not violate or
contravene any law, order, decree, rule or regulation to which Lessor is
subject; and that there are no judicial or administrative actions, suits, or
proceedings pending or threatened against or affecting Lessor or any guarantor
of Lessor's obligations under this lease.

         13.10 Corporate Authority. If Lessee executes this Lease as a
corporation, Lessee represents and warrants that Lessee is a duly authorized and
existing corporation, that Lessee is qualified to do business in the state in
which the Leased Premises are located, that the corporation has full right and
authority to enter into this Lease, and that each person signing on behalf of
the corporation is authorized to do so. Lessee shall additionally deliver (1) a
corporate resolution authorizing execution of this Lease and confirming the
authority of those persons executing the Lease, 2) certified Articles of
Incorporation and 3) a certificate of existence and good standing from the State
of Texas or if Lessee is not incorporated in Texas, a certificate of existence
and good standing from Lessee's state of incorporation and a certificate
evidencing Lessee's authority to do business in the State of Texas.

If Lessor executes this Lease as a corporation, Lessor represents and warrants
that Lessor is a duly authorized and existing corporation, that Lessor is
qualified to do business in the state in which the Leased Premises are located,
that the corporation has full right and authority to enter into this Lease, and
that each person signing on behalf of the corporation is authorized to do so.
Lessor shall additionally deliver (1) a corporate resolution authorizing
execution of this Lease and confirming the authority of those persons executing
the Lease, 2) certified Articles of Incorporation and 3) a certificate of
existence and good standing from the State of Texas or if Lessee is not
incorporated in Texas, a certificate of existence and good standing from
Lessee's state of incorporation and a certificate evidencing Lessee's authority
to do business in the State of Texas.

         13.11 Partnership Authority. If Lessee executes this Lease as a general
or limited partnership, Lessee represents and warrants that Lessee is a duly
authorized and existing partnership, that, if applicable, Lessee is qualified to
do business in the state where the Leased Premises are located, that the
partnership has full right and authority to enter into this Lease, and that each
person signing on behalf of the partnership is authorized to do so. Lessee, must
additionally deliver a copy of its partnership agreement, and if a limited
partnership, a copy of its certificate of limited partnership. The party
executing the Lease on behalf of Lessee, if a corporate managing general partner
or general partner, must additionally deliver 1) a corporate resolution
authorizing execution of this Lease and confirming the authority of those
executing this Lease, 2) certified Articles of Incorporation, 3) a certificate
of existence and good standing from the State of Texas or if such party is not
incorporated in Texas, a certificate of existence and good standing from such
party's state of incorporation and a certificate evidencing such party's
authority to do business in the State of Texas.

If Lessor executes this Lease as a general or limited partnership, Lessor
represents and warrants that Lessor is a duly authorized and existing
partnership, that, if applicable, Lessor is qualified to do business in the
state where the Leased Premises are located, that the partnership has full right
and authority to enter into this Lease, and that each person signing on behalf
of the partnership is authorized to do so. Lessor, must additionally deliver a
copy of its partnership agreement, and if a limited partnership, a copy of its
certificate of limited partnership. The party executing the Lease on behalf of
Lessee, if a corporate managing general partner or general partner, must
additionally deliver 1) a corporate resolution authorizing execution of this
Lease and confirming the authority of those executing this Lease, 2) certified
Articles of Incorporation, 3) a certificate of existence and good standing from
the State of Texas or if such party is not incorporated in Texas, a certificate
of existence and good standing from such party's state of incorporation and a
certificate evidencing such party's authority to do business in the State of
Texas.
<PAGE>

         13.12 Severability. If any provision of this Lease or the application
thereof to any person or circumstance is ever determined by a court of competent
jurisdiction to be invalid or unenforceable to any extent, Lessor and Lessee
agree that the remainder of this Lease and the application of such provisions to
other persons or circumstances will not be affected thereby and will be enforced
to the greatest extent permitted by law.

         13.13 Lessor's Liability. If Lessor is in default under this Lease and,
if as a consequence of such default, Lessee recovers a money judgment against
Lessor, such judgment may be satisfied only out of the right, title and interest
of Lessor in the Leased Premises as the same may then be encumbered and neither
Lessor nor any person or entity comprising Lessor has any liability for any
deficiency. In no event does Lessee have the right to levy execution against any
property of Lessor nor any person or entity comprising Lessor other than its
interest in the Leased Premises as herein expressly provided.

         13.14 Non Disturbance Agreement. Lessor shall deliver a non-disturbance
agreement from each of Lessors mortgagees within sixty (60) days of the
execution of this Lease in form satisfactory to Lessee in its reasonable
judgment. If any new lien or mortgage is placed on the Building or Leased
Premises during the term of this Lease, Landlord will deliver additional
non-disturbance agreements as soon as practical in form satisfactory to Lessee
in its reasonable judgment.

         13.15 Notice to Mortgagees. Provided that Lessee has received prior
written notice of the name and address of such lender, Lessee shall serve
written notice of any claimed default or breach by Lessor under this Lease upon
any lender which is a beneficiary under any deed of trust or mortgage against
the Leased Premises, and no notice to Lessor is effective against Lessor unless
such notice is served upon said lender; notwithstanding anything to the contrary
contained herein, Lessee shall allow such lender the same period following
lender's receipt of such notice to cure such default or breach as is afforded
Lessor.

         13.16    No Recordation.  Lessee may not record this Lease.


         13.17 Counterparts. This Lease may be executed in two or more
counterparts, and it is not necessary that any one of the counterparts be
executed by all of the parties hereto. Each fully or partially executed
counterpart may be deemed an original, but all such counterparts taken together
constitute but one and the same instrument.

         13.18 Governing Law. THIS LEASE IS INTENDED BY THE PARTIES TO BE
GOVERNED BY, AND CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA AS APPLICABLE TO TRANSACTIONS
WITHIN THE STATE OF TEXAS.

         13.19 Broker. Lessee represents and warrants that Lessee has dealt with
no broker except Providence Commercial Real Estate Services, Inc., for Lessee,
and Pruitt Realty, for Lessor, the brokers which has been identified to Lessor
and Lessee, and that, insofar as Lessee and Lessor know, no other broker
negotiated this Lease or is entitled to any commission in connection herewith.
Lessor agrees to indemnify and hold harmless Lessee from and against any
liability or claim, whether meritorious or not, arising with respect to any
broker whose claim arises by, through or on behalf of Lessor. Lessee agrees to
indemnify and hold harmless Lessor from and against any liability or claim,
whether meritorious or not, arising with respect to any broker whose claim
arises by, through or on behalf of Lessee.

         13.20 Publication. Each party hereby agrees that the other has the
right, but not the obligation, at its own expense to publicize and/or advertise
the execution of this Lease and the related transaction.

         13.21 DTPA Waiver. LESSEE WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE
PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE
CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER
<PAGE>

CONSULTATION WITH AN ATTORNEY OF LESSEE'S OWN SELECTION, LESSEE VOLUNTARILY
CONSENTS TO THIS WAIVER.


         13.22 Construction of Lease. Lessee declares that Lessee has read and
understands all parts of this Lease, including all printed parts hereof. It is
agreed that, in the construction and interpretation of the terms of this Lease,
the rule of construction that a document is to be construed most strictly
against the party who prepared the same shall not be applied, it being agreed
that both parties hereto have participated in the preparation of the final form
of this Lease. Wherever in this Lease provision is made for liquidated damages,
it is because the parties hereto acknowledge and agree that the determination of
actual damages (of which such liquidated damages are in lieu) is speculative and
difficult to determine; the parties agree that liquidated damages herein are not
a penalty.

         13.23 Financial Statements. Lessee acknowledges that it has provided
Lessor with its financial statement(s) as a primary inducement to Lessor's
agreement to lease the Leased Premises to Lessee, and that Lessor has relied on
the accuracy of said financial statement(s) in entering into this Lease. Lessee
represents and warrants that the information contained in said financial
statement(s) is true, complete and correct in all material aspects, and agrees
that the foregoing representations are conditions to all of Lessor's obligations
under this Lease.

         At the request of Lessor (only upon the sale or refinancing of the
Building, or upon any extension or renewal hereof), Lessee shall, not later than
thirty (30) days following such request, furnish to Lessor a financial statement
of Lessee as of the end of the prior fiscal year accompanied by a statement of
income and expense for the year then ended, together with a certificate of the
chief financial officer, owner or partner of Lessee to the effect that the
financial statements have been prepared in conformity with generally accepted
accounting principles consistently applied and fairly present the financial
condition and results of operations of Lessee as of and for the periods covered.

         13.24 Time of Essence. With respect to all required acts of Lessee,
time is of the essence of this Lease.

         13.25 Joint and Several Liability. If there is more than one Lessee,
the obligations hereunder imposed upon Lessee are joint and several. If there is
a guarantor(s) of Lessee's obligations hereunder, the obligations of Lessee are
joint and several obligations of Lessee and each such guarantor, and Lessor need
not first proceed against Lessee hereunder before proceeding against each such
guarantor, nor will any such guarantor be released from its guarantee for any
reason whatsoever, including, without limitation, any amendment of this Lease,
any forbearance by Lessor or waiver of any of Lessor's rights, the failure to
give Lessee or any such guarantor any notices, or the release of any party
liable for the payment or performance of any of Lessee's obligations hereunder.

         13.26 Taxes and Lessee's Property. Lessee is solely liable for all
taxes levied or assessed against personal property, furniture or fixtures placed
by Lessee in the Premises. If any such taxes for which Lessee is liable are
levied or assessed against Lessor or Lessor's property and if Lessor elects to
pay the same or if the assessed value of Lessor's property is increased by
inclusion of personal property, furniture or fixtures placed by Lessee in the
Premises, and Lessor elects to pay the taxes based on such increase, Lessee
shall pay Lessor upon demand that part of such taxes for which Lessee is
primarily liable hereunder.

         13.27 Constructive Eviction. Lessee shall not be entitled to claim a
constructive eviction from the Leased Premises unless Lessee has first notified
Lessor in writing of the condition giving rise thereto, and, if the complaints
are justified, unless Lessor has failed to remedy such conditions with a
reasonable time after receipt of said notice.

             ARTICLE 14.00 - AMENDMENT AND LIMITATION OF WARRANTIES

         14.01 Entire Agreement. IT IS EXPRESSLY AGREED BY LESSEE, AS A MATERIAL
CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH THE
SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF
THE PARTIES;
<PAGE>

THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS, WARRANTIES, UNDERSTANDINGS,
STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR TO THE
EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN WRITING IN
THIS LEASE.

         14.02 Amendment. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR
EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LESSOR AND LESSEE.


         14.03 Limitation of Warranties. LESSOR AND LESSEE EXPRESSLY AGREE THAT
THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE,
AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN
THIS LEASE.

                           ARTICLE 15.00 - SIGNATURES

         SIGNED this _______ day of April, 1999.

LESSOR:                                      LESSEE:

ACLP UNIVERSITY PARK SA, L.P.                GLOBALSCAPE, INC.,
a Texas limited partnership                  a Texas corporation

BY:  ACLP UNIVERSITY PARK SA
     GP, INC., a Texas corporation

                                             By:     ___________________________
                                             Name:   ___________________________
By:  ___________________________             Title:  ___________________________
     Name: Sue Shelton
     Title: Executive Vice President

                                             LESSEE ACKNOWLEDGES THAT THIS LEASE
                                             INCLUDES THE INDEMNIFICATION
                                             PROVISIONS SET FORTH IN SECTIONS
                                             3.01, 3.06, 7.05 AND 13.19 HEREOF.
<PAGE>

                              RULES AND REGULATIONS

19.      Lessor agrees to furnish Lessee two keys without charge. Additional
         keys will be furnished at a nominal charge. Lessee shall not change
         locks or install additional locks on doors without prior written
         consent of Lessor. Lessee shall not make or cause to be made duplicates
         of keys procured from Lessor without prior approval of Lessor. All keys
         to Leased Premises shall be surrendered to Lessor upon termination of
         this Lease.

20.      Lessee will refer all contractors, contractors representatives and
         installation technicians rendering any service on or to the Leased
         Premises for Lessee to Lessor for Lessor's approval before performance
         of any contractual service. Lessee's contractors and installation
         technicians shall comply with Lessor's rules and regulations pertaining
         to construction and installation. This provision shall apply to all
         work performed on or about the Leased Premises or project, including
         installation of telephones, telegraph equipment, electrical devices and
         attachments and installations of any nature affecting floors, walls,
         woodwork, trim, windows, ceilings and equipment or any other physical
         portion of the Leased Premises or project.

21.      Lessee shall not at any time occupy any part of the Leased Premises or
         project as sleeping or lodging quarters.

22.      Lessee shall not place, install or operate on the Leased Premises or in
         any part of the building any engine, stove or machinery, or conduct
         mechanical operations or cook thereon or therein, or place or use in or
         about the Leased Premises or project any explosives, gasoline,
         kerosene, oil, acids, caustics, or any flammable, explosive or
         hazardous material without written consent of Lessor, except that
         Lessee may provide a kitchen for use by its employees during normal
         business hours.

23.      Lessor will not be responsible for lost, stolen or damaged personal
         property, equipment, money or jewelry from the Leased Premises by a
         third party or the project regardless of whether such loss occurs when
         the area is locked against entry or not.

24.      No dogs, cats, fowl, or other animals shall be brought into or kept in
         or about the Leased Premises or project.

25.      Employees of Lessor shall not receive or carry messages for or to any
         Lessee or other person or contract with or render free or paid services
         to any Lessee or to any of Lessee's agents, employees or invitees.

26.      None of the parking, plaza, recreation or lawn areas, entries, exits,
         passages, doors, elevators, hallways or stairways shall be blocked or
         obstructed or any rubbish, litter, trash, or material of any nature
         placed, emptied or thrown into these areas or such area used by
         Lessee's agents, employees or invitees at any time for purposes
         inconsistent with their designation by Lessor.

27.      The water closets and other water fixtures shall not be used for any
         purpose other than those for which they were constructed, and any
         damage resulting to them from misuse, including improper disposal of
         any materials, or by the defacing or injury of any part of the Building
         shall be borne by the person who shall occasion it. No person shall
         waste water by interfering with the faucets or otherwise.

28.      No person shall disturb occupants of the Building by the use of any
         radios, record players, tape recorders, musical instruments, the making
         of unseemly noises or any unreasonable use.
<PAGE>

29.      Nothing shall be thrown out of the windows of the Building or down the
         stairways or other passages.

30.      Lessee and its employees, agents and invitees shall park their vehicles
         only in those parking areas designated by Lessor. Lessee shall furnish
         Lessor with state automobile license numbers of Lessee's vehicles and
         its employees' vehicles within five days after taking possession of the
         Leased Premises and shall notify Lessor of any changes within five days
         after such change occurs. Lessee shall not leave any vehicle in a state
         of disrepair (including without limitation, flat tires, out of date
         inspection stickers or license plates) on the Leased Premises or
         project. If Lessee or its employees, agents or invitees park their
         vehicles in areas other than the designated parking areas or leave any
         vehicle in a state of disrepair, Lessor, after giving written notice to
         Lessee of such violation, shall have the right to remove such vehicles
         at Lessee's expense.

31.      Parking in a parking garage or area shall be in compliance with all
         parking rules and regulations including any sticker or other
         identification system established by Lessor. Failure to observe the
         rules and regulations shall terminate Lessee's right to use the parking
         garage or area and subject the vehicle in violation of the parking
         rules and regulations to removal and impoundment. No termination of
         parking privileges or removal of impoundment of a vehicle shall create
         any liability on Lessor or be deemed to interfere with Lessee's right
         to possession of its Leased Premises. Vehicles must be parked entirely
         within the stall lines and all directional signs, arrows and posted
         speed limits must be observed. Parking is prohibited in areas not
         striped for parking, in aisles, where "No Parking" signs are posted, on
         ramps, in cross hatched areas, and in other areas as may be designated
         by Lessor. Parking stickers or other forms of identification supplied
         by Lessor shall remain the property of Lessor and not the property of
         Lessee and are not transferable. Every person is required to park and
         lock his vehicle. All responsibility for damage to vehicles or persons
         is assumed by the owner of the vehicle or its driver.

32.      Lessee shall not lay floor covering within the Leased Premises without
         written approval of the Lessor. The use of cement or other similar
         adhesive materials not easily removed with water is expressly
         prohibited.

33.      Lessee agrees to cooperate and assist Lessor in the prevention of
         canvassing, soliciting and peddling within the Building or project.

34.      It is Lessor's desire to maintain in the Building or project the
         highest standard of dignity and good taste consistent with comfort and
         convenience for Lessees. Any action or condition not meeting this high
         standard should be reported directly to Lessor. Your cooperation will
         be mutually beneficial and sincerely appreciated. As provided in the
         Lease, Lessor reserves the right to make such other and further
         reasonable rules and regulations as in its judgment may from time to
         time be necessary, for the safety, care and cleanliness of the Leased
         Premises and for the preservation of good order therein.

35.      The parking spaces provided to Lessee shall not be fewer than six
         spaces per 1000 rentable square feet of Leased Premises

36.      All signage must be approved by Lessor and be within Lessor's
         specifications in accordance with Section 3.02 of the Lease.

<PAGE>

                   ADDENDUM 1 TO COMMERCIAL LEASE AGREEMENT
                                 ARTICLE 16.00
                              Lessor Improvements

         16.01  Lessor Improvements. Prior to Lessee's occupancy, Lessor shall,
at its own cost and expense, construct the Building and improvements (the "Shell
Building Improvements") as generally shown on the site plan and artist's
rendering prepared by Rehler Vaughn & Koone, Inc., and attached hereto as
Exhibit "A". Lessor warrants that the Shell Building Improvements will be
generally consistent in quality with the building shown in the artist's
rendering attached as Exhibit "A" and with other buildings in Dallas, Texas,
which were shown to Lessee's representatives as samples of Lessor's projects.
The Final Shell Plans and Specifications shall be provided to Lessee on or
before June1, 1999. Lessor will begin construction of the Shell Building
Improvements no later than June 1, 1999 and shall have completed the Shell
Building Improvements to the extent to allow construction of the Lessee
Improvements no later than September 15, 1999. Except for immaterial field
changes, modifications to the Final Shell Plans and Specifications must be made
and accepted only by written change order or agreement signed by Lessor and
Lessee and will constitute an amendment to this Lease. Lessee shall be
responsible for payment in advance of all work and construction resulting from
changes in the Final Shell Plans and Specifications requested by Lessee. The
Final Shell Plans and Specifications (when approved by Lessor and Lessee) are
incorporated in this Lease by reference. For the purpose of this Section, an
"immaterial field change" shall mean such field changes which are required by
any governmental authority or changes which (i) do not affect the size,
configuration, structural integrity, quality, character, architectural
appearance and standard of workmanship contemplated in the Final Shell Plans and
Specifications, (ii) will not result in any default in any obligation to any
person or violation of any governmental requirements, and (iii) the cost of or
reduction resulting from any single field change or extra does not exceed
$20,000 and the aggregate amount of all such changes and extras does not exceed
$100,000. Lessor agrees to construct the improvements substantially in
accordance with the Final Shell Plans and Specifications, in a good and
workmanlike manner and in full compliance with all provisions of federal, state
and local authorities having jurisdiction over the Leased Premises.

                          ARTICLE 17.00 - Completion

         17.01  Completion Date.
                ---------------

                (b) If (i) this Lease is executed and delivered by Lessee by
April 9, 1999, (ii) the Lessee Improvement Final Plans and Specifications are
approved by Lessor by July 15, 1999 (iii) Lessee has selected by September 1,
1999, the contractor who will construct the Lessee Improvements, and (iv) the
building permit for the Lessee Improvements is issued by September 15, 1999,
then Lessor shall cause Substantial Completion (as defined in Section 17.04
hereof) to occur no later than December 15, 1999 (such date being extended by
the longest number of days that the satisfaction of any of the above conditions
is delayed, Force Majeure and Lessee Delays with the date, as extended, being
hereinafter referred to as the "Threshold Date"). In the event that the
foregoing conditions are satisfied and Substantial Completion does not occur by
the Threshold Date, then Lessee, as Lessee's sole and exclusive remedy and
measure of damages for or related to the delay in Substantial Completion, shall
have the right to receive one day of free rent, in addition to the free rent
described in Section 3.01, for each day of unexcused delay beyond the Threshold
Date, up to a maximum of sixty (60) days, and in the event of unexcused delay
beyond sixty (60) days after the Threshold Date, the Lessee shall have the right
to receive two (2) days of free rent, in addition to the free rent described in
Section 3.01, for each day of unexercised delay beyond sixty days after the
Threshold Date, and in the event of unexcused delay beyond one hundred twenty
(120) days after the Threshold Date, the Lessee shall have the right to
terminate this Lease by written notice thereof to Lessor within ten (10) days
following the one hundred twentieth day after such Threshold Date; provided,
however, in the event Lessee fails to deliver such termination notice within
such ten (10) period, the Lessee shall be deemed to have waived any right to
terminate this Lease for delay provided in this Section.

         17.02 Force Majeure. "Force Majeure" delay shall mean a delay caused by
               -------------
reason of fire, acts of God, unreasonable delays in transportation, embargo,
weather, strike, other labor disputes, governmental preemption of
<PAGE>

priorities or other controls in connection with a national or other public
emergency, or shortages of fuel, supplies or labor or any similar cause not
within the reasonable control of the party claiming the benefits of any Force
Majeure provisions. The party claiming the benefits of any Force Majeure
provisions shall be required (as a condition to the effectiveness thereof) to
provide written notice of the occurrence of such Force Majeure event within ten
(10) days following such occurrence.

         17.05  Lessor and Lessee Delay.

                (c) The terms "Lessor Delays", "Delays caused by Lessor",
"Lessee Delay" or "Delays caused by Lessee" shall mean delay in completion of
construction of the Shell Building Improvements or the Lessee Improvements
caused by:

                    (1) Unless due to the acts or omissions of the other party
         or such party's agents, employees or contractors, the respective
         party's failure to perform its design approval obligations or its
         construction period obligations by the dates or within the time periods
         shown in the Lease or this Addendum 1; and

                    (2) Any subsequent changes, modifications or alterations to
         the final plans and specifications or the Final Tenant Improvement
         Plans and specifications which reasonably cause delay in the completion
         thereof; and

                (d) "Lessee Delay" or "Delays caused by Lessee" shall also mean
delays due to the scope and extent of the Lessee Improvements to be constructed
by Lessor. For purposes of determining Lessee Delay under this Section, the
Lessor must provide notice to Lessee of the existence of excessive Lessee
Improvements, special design or construction considerations or other matters
which will extend the time necessary for the construction of the Lessee
Improvements beyond two (2) days; such notice to be provided by Lessor to Lessee
together with Lessor's delivery of approval and/or objections to Lessee's plans
and specifications for the Lessee Improvements from time-to-time. Such notice
shall specify the reasons for the delay and the estimated length of delay and,
unless the Lessee's plans and specifications are modified to eliminate such
items, the estimated length of the delay shall be included as a Lessee Delay.
For purposes of determining delay, the terms Lessor and Lessee shall include
their respective contractors, agents and employees. In addition, the party
claiming the benefits of such delay shall be required (as a condition to the
effectiveness thereof) to provide written notice of the occurrence of such delay
within ten (10) days following such occurrence.

         17.06 "Substantial Completion" shall mean that time when the following
conditions are satisfied:

                    (c) Lessor secures and delivers to Lessee the required
               temporary or permanent certificate of occupancy, final inspection
               report or the substantial equivalent under applicable state or
               local law relative to the Shell Building Improvements and the
               Lessee Improvements; and

                    (d) The construction is completed in accordance with the
               Final Shell Plans and Specifications and the Lessee Improvements
               Final Plans and Specifications as acknowledged by Lessor's
               architect in writing to Lessee, subject to normal punch list
               items which will not materially interfere with Lessee's ability
               to utilize the Leased Premises for its intended purposes.
<PAGE>

                                   EXHIBIT "D"
                                   -----------
                            CERTIFICATE OF ACCEPTANCE

Building: ______________________________________________________________________
Lessor: ________________________________________________________________________
Lessee: ________________________________________________________________________

This certificate is being executed pursuant to the Commercial Lease (the
"Lease") for Leased Premises (as defined in the Lease) in the Building named
above, executed on the ___ day of _______ , 1999, between Lessor and Lessee.
Lessee certifies to and agrees with Lessor and Lessor's successors, assigns,
prospective purchasers and prospective lenders that:

3.       Lessor has substantially completed all construction work and leasehold
         improvements required of Landlord under the terms of the Lease and/or
         any other agreement between Lessor and Lessee concerning the Leased
         Premises, and the Leased Premises have been delivered to Lessee in the
         conditional contemplated by Lessee, except for Defects, the presence of
         Hazardous Materials (as those terms are defined in the Lease) and punch
         list items.

4.       Lessee has taken possession of and has accepted the Premises, and the
         Base Rent, additional rent, and/or other charges payable under the
         Lease are presently accruing in accordance with the terms of the Lease
         or if not, will commence to accrue on the ____ day of _______ , 1999.
3.       The Lease has not been modified, altered or amended except as noted
         herein.
4.       There are no offsets or credits against rentals, nor have rentals been
         prepaid except as may be provided in the Lease, but in no event have
         rentals been prepaid more than thirty (30) days in advance, except for
         the 7th month's rent.
5.       The Lease Term will commence on ___ day of ___________ , 1999, and will
         expire on the ____ day of _________ , ____ , unless sooner terminated
         or extended pursuant to any provision of the Lease.

Certified and Agreed to this ___ day of ________, 1999.

Lessee: ____________________
Name: ______________________
Title: _____________________