Office Lease
                         between
                    The Gerson Company
                            and
                 Vanguard Airlines, Inc.

                  Dated: July 15, 1999
<PAGE>
                        OFFICE LEASE

THIS OFFICE LEASE (this "Lease") dated for reference
purposes only as of July 15, 1999, is entered into by
Vanguard Airlines, Inc. ("Tenant"), and The Gerson
Company ("Landlord").

                  ARTICLE 1 BASIC INFORMATION

     1.1 Basic Lease Information. In addition to the
terms that are defined elsewhere in this Lease, these
terms are used in this Lease:

         (a) PREMISES: The premises shall be that
certain space located in that portion of the Building
commonly known as Suite 210 and as more specifically
shown on Exhibit A to this Lease.
         (b) BUILDING: The Building located on the Land
and which is commonly known as Mission Office Park
Building 3, 7000 Squibb Road, Mission, Johnson County,
Kansas 66202.
         (c) LAND: The land on which the Building is
located and which is described in Exhibit B.
         (d) RENTABLE AREA OF THE PREMISES: 9,188
square feet.
         (e) RENTABLE AREA OF THE BUILDING: 52,196
square feet.
         (f) LEASE TERM: three (3) years and one-half
(1/2) month, beginning on the Commencement Date and
ending on the Expiration Date.
         (g) COMMENCEMENT DATE: October 15, 1999
         (h) EXPIRATION DATE: October 31, 2002
         (i) SECURITY DEPOSIT: none
         (j) MONTHLY RENT: 11,102.17 dollars per month (14.50
dollars per rentable square foot annually), commencing on the
Commencement Date and ending on the Expiration Date.
The Monthly Rent includes the product of 1/12 of the
Operating Expenses Base times the rentable area of the
Premises.
         (k) OPERATING EXPENSES BASE: 3.62 dollars per
rentable square foot of the Premises per annum has been
budgeted in 1999. Estimated expenses for 1999 may be
adjusted up or down by Landlord based on actual
operating expenses.
         (l) TENANT'S SHARE: 17.603 percent (determined by
dividing the rentable area of the Premises by the
rentable area of the Building, multiplying the
resulting quotient by 100, and rounding to the 3rd
decimal place). Landlord reserves the right to reduce
<PAGE>
or increase tenant's share at any time during the term
of this Lease Term, in accordance with Article 11.
         (m) PARKING SPACES: Landlord shall provide
open, uncovered and unreserved parking in the Building
parking area and in a designated lot in accordance with
Article 26.
         (n) BASE YEAR: 1999
         (o) LANDLORD'S ADDRESS:
             Mission Office Park
             c/o The Gerson Company
             6100 Broadmoor Mission, KS 66202

With a copy to:  The Gerson Company
                 6100 Broadmoor
                 Mission, KS 66202
                 Attention: Peter Gerson

         (p) TENANT'S ADDRESS:
                 Vanguard Airlines, Inc.
                 7000 Squibb Road, Suite 210
                 Mission, KS 66202
                 Attn: Bill Garrett
         (q) BROKER:
             For the Tenant:
                 Winbury Realty of K. C., Inc.
                 4520 Main Street, Suite 1000
                 Kansas City, MO 64111
             For the Landlord: None
         (r) ADDITIONAL RENT: Any amounts that this
Lease requires Tenant to pay in addition to Monthly
Rent.
         (s) PRIME RATE: The rate of interest from time
to time announced by Commerce Bank of Kansas City NA
("Commerce Bank"), or any successor to it, as its prime
rate. If Commerce Bank or any successor to it ceases to
announce its prime rate, the prime rate will be a
comparable interest rate designated by Landlord to
replace the prime rate.

If any other provision of this Lease contradicts any
definition of this Article, the other provision will
prevail.
<PAGE>
     1.2 Exhibits. The following exhibits are attached
to this Lease and are made part of this Lease:
         EXHIBIT A--The Premises
         EXHIBIT B--Legal Description of the Land
         EXHIBIT C--Rules and Regulations
         EXHIBIT D--Workletter Agreement
         EXHIBIT E--Parking Plan

                   ARTICLE 2 AGREEMENT
     Landlord leases the Premises to Tenant, and Tenant
leases the Premises from Landlord, according to this
Lease. The duration of this Lease will be the Lease
Term. The Lease Term will commence on the Commencement
Date and will expire on the Expiration Date.

              ARTICLE 3 DELIVERY OF POSSESSION
     Landlord will be deemed to have delivered
possession of the Premises to Tenant on the
Commencement Date. If no Workletter is attached to this
Lease, it will be deemed that Landlord delivered to
Tenant possession of the Premises as is in its present
condition on the Commencement Date. Tenant acknowledges
that neither Landlord nor its agents or employees have
made any representations or warranties as to the
suitability or fitness of the Premises for the conduct
of Tenant's business or for any other purpose, nor has
Landlord or its agents or employees agreed to undertake
any alterations or construct any improvements to the
Premises except as expressly provided in this Lease. If
for any reason Landlord cannot deliver possession of
the Premises to Tenant on the Commencement Date, this
Lease will not be void or voidable, and Landlord will
not be liable to Tenant for any resultant loss or
damage.

                ARTICLE 4 MONTHLY RENT

     4.1 General. Tenant will pay Monthly Rent to
Landlord as rent for the Premises. Monthly Rent will be
paid in advance on or before the first day of each
calendar month of the Lease Term. If the Lease Term
commences on a day other than the first day of a
calendar month or ends on a day other than the last day
of a calendar month, then Monthly Rent will be
appropriately prorated by Landlord based on the actual
number of calendar days in such month. If the Lease
Term commences on a day other than the first day of a
calendar month, then the prorated Monthly Rent for such
month will be paid on or before the first day of the
Lease Term. Monthly Rent will be paid to Landlord,
without written notice or demand, and without deduction
or offset, except to the extent provided in this Lease,
in lawful money of the United States of America at
Landlord's address, or to such other address as
Landlord may from time to time designate in writing.
<PAGE>
     4.2 Late Charges.

        (a) Tenant's failure to pay Monthly Rent,
Additional Rent, or any other Lease costs when due
under this Lease may cause Landlord to incur
unanticipated costs. The exact amount of such costs are
impractical or extremely difficult to ascertain. Such
costs may include, but are not limited to, processing
and accounting charges and late charges that may be
imposed on Landlord by any ground lease, mortgage, or
deed of trust encumbering the Building.

        (b) Therefore, if Landlord does not receive the
Monthly Rent, Additional Rent, or any other Lease costs
in full on or before the seventh (7th) day of the month
it becomes due, Tenant shall pay Landlord a late
charge, which shall constitute liquidated damages,
equal to 25.00 dollars a day for each day rent is late
beginning on the eighth (8th)day of the month ("Late
Charge"), which shall be paid to Landlord together with
such Monthly Rent, Additional Rent, or other Lease
costs then in arrears.
        (c) The parties agree that such Late Charge
represents a fair and reasonable estimate of the costs
Landlord will incur by reason of such late payment.
        (d) For each Tenant payment check to Landlord
that is returned by a bank for any reason, Tenant shall
pay both a Late Charge (if applicable) and a Returned
Check Charge of 25.00 dollars or such amount as shall be
customarily charged by Landlord's bank at the time.
        (e) All Late Charges and any Returned Check
Charge shall then become Additional Rent and shall be
due and payable immediately along with such other
Monthly Rent, Additional Rent, or other Lease costs
then in arrears.
        (f) Money paid by Tenant to Landlord shall be
applied to Tenant's account in the following order: (i)
to any unpaid Additional Rent, including, without
limitation, Late Charges, Returned Check Charges, legal
fees and/or court costs legally chargeable to Tenant,
and Operating Expenses; and then (ii) to unpaid Monthly
Rent.
        (g) Nothing herein contained shall be construed
so as to compel Landlord to accept any payment of
Monthly Rent, Additional Rent, or other Lease costs in
arrears or Late Charge or Returned Check Charge should
Landlord elect to apply its rights and remedies
available under this Lease or at law or equity in the
event of default hereunder by Tenant. Landlord's
acceptance of Monthly Rent, Additional Rent, or other
Lease costs in arrears or Late Charge or Returned Check
Charge pursuant to this Clause shall not constitute a
waiver of Landlord's rights and remedies available
under this Lease or at law or equity.
             ARTICLE 5 OPERATING EXPENSES
     5.1 General.
        (a) In addition to Monthly Rent, beginning on
the Commencement Date Tenant will pay Tenant's share
<PAGE>
of the amount by which the operating expenses paid,
payable, or incurred by Landlord in each calendar year
or partial calendar year during the Lease Term exceeds
the product of the operating expenses base times the
rentable area of the Building. If Operating Expenses
are calculated for a partial calendar year, the
Operating Expenses Base will be appropriately prorated.
       (b) As used in this Lease, the term "Operating
Expenses" means:
          (1) All reasonable costs of management,
operation, and maintenance of the Building, including
without limitation real and personal property taxes
levied against the Building, assessments, excises
levies and other charges by any public authority, which
are general or special, ordinary or extraordinary,
foreseen or unforeseen (and any tax levied in whole or
in part in lieu of or in addition to real property
taxes (all of which taxes shall be paid in installments
over the longest period permitted by law)); wages,
salaries, all fringe benefits and workers' compensation
insurance paid by Landlord for employees directly
related to the operation of the Building, and
compensation of employees directly related to the
operation of the Building; consulting, accounting,
legal, maintenance, Building lock and unlock services,
and other services; management   fees and costs
(charged by Landlord, any affiliate of Landlord, or any
other entity managing the Building and determined at a
rate consistent with prevailing market rates for
comparable services and projects); reasonable reserves
for operating expenses; that part of office rent or
rental value of space in the project used or furnished
by Landlord to enhance, manage, operate, and maintain
the Building; power, water, waste disposal, and other
utilities; pest control and snow removal; materials and
supplies; maintenance and repairs; insurance obtained
with respect to the Building including deductible;
depreciation on personal property and equipment, except
as set forth in (c) below or which is or should be
capitalized on the books of Landlord; and any other
costs, charges, and expenses that under generally
accepted accounting principles would be regarded as
management, maintenance, and operating expenses; and
        (2) The cost (amortized over such period as
Landlord will reasonably determine) together with
interest at the greater of the prevailing prime rate
plus 2 percent or Landlord's borrowing rate for such capital
improvements plus 2 percent of the unamortized balance of any
capital improvements that are made to the Building by
Landlord (i) for the purpose of reducing operating
expenses, or (ii) after the Lease date and by
requirement of any governmental law or regulation
that was not applicable to the Building at Commencement
Date and not as a result of special requirements for
any Tenant's use of the Building, and
       (3) Tenant's share of the janitorial expense for
the common areas of the Building, and
       (4) Tenant's share of electricity used by the
Building's heating, cooling and ventilation equipment
serving the Premises and common areas, and electricity
used for lighting and maintaining the common areas of
the Building.
      (c) The operating expenses will not include:
<PAGE>
        (1) depreciation on the Building (other than
depreciation       on personal property, equipment,
window coverings on exterior windows provided by
Landlord and carpeting in public corridors and common
area);
        (2) costs of alterations of space or other
improvements made for other tenants of the Building;
        (3) finders' fees and real estate brokers'
commissions, and advertising and promotional expenses
incurred in connection with leasing space in the
Building;
        (4) interest and principal on mortgages or
loans and rental payments under any ground lease or
master lease and all costs and expenses associated with
any such mortgage, loan, ground lease or master lease;
        (5) capital items other than those referred to
in clause (b)(2) above;
        (6) costs of replacements to personal property
and equipment for which depreciation costs are included
as an operating expense;
        (7) expenses incurred by Landlord to the extent
the same are reimbursable or reimbursed from any other
tenants of the Building or third parties;
        (8) the cost of repairs due to casualty or
condemnation that are reimbursed by third parties;
        (9) any cost due to Landlord's breach of this
Lease;
        (10) any income, estate, inheritance, or other
transfer tax and any excess profit, franchise, or
similar taxes on Landlord's business;
        (11) all costs, including legal fees, relating
to activities for the solicitation and execution of
leases of space in the Building;
        (12) any legal fees incurred by Landlord in
enforcing its rights under other leases for premises in
the Building or in connection with any financing or
syndication of the Building;
        (13) electricity used within the Premises which
is separately metered;
        (14) janitorial service and rest room supplies
for the Premises;
        (15) painting or decorating space leased to
tenants except to the extent such work constitutes
ordinary maintenance of the Building;
        (16) repairs necessitated by the negligence of
(1) Landlord, its employees, agents, and contractors,
(2) other tenants in the Building except Tenant, its
employees agents, guests, invitees and contractors, or
(3) required to cure violations of laws, that have
occurred prior to the Commencement Date and any
penalties or interest incurred or accumulated for any
such violations;
<PAGE>
        (17) compensation paid to officers or
executives of the Landlord above the level of on-site
building manager or to employees who are not engaged in
the day to day management and maintenance of the
Building. If the foregoing personnel are also employed
to perform duties unrelated to the Building, that
portion of their salary devoted to performing duties
unrelated to the Building shall not be included with
the Operating Expenses for the Building;
        (18) Landlord's general corporate overhead and
general administrative expenses;
        (19) any cost representing an amount paid for
services or materials to a related person, firm, or
entity to the extent such amount exceeds the amount
that would have been paid for such services or material
at the then-existing market rates to an unrelated
person, firm or entity;
        (20) electric power and other utility costs for
which any tenant or occupant of the Building directly
contracts with the local utility provider;
        (21) the costs of causing the common areas of
the Building to comply with the Americans with
Disabilities Act;
        (22) "Takeover expenses" (i.e. expenses
incurred by Landlord for space located in another
building of any kind or nature in connection with the
leasing of space in the Building);
        (23) expenses incurred by Landlord in order to
comply with the provisions of this Lease concerning
Landlord's environmental representations;
        (24) any compensation paid to clerks,
attendants, to other person in commercial concessions
operated by or on the behalf of Landlord;
        (25) cost for sculptures, paintings or other
objects of art;
        (26) costs incurred in the management,
operation and ownership of parking garage or other
parking concessions; and
        (27) travel and entertainment expenses; and
        (28) expenses in connection with services or
other benefits of a type which are not provided to
Tenant but which are provided to another tenant or
occupant.
     (d) Tenant acknowledges that Landlord has not made
any representation or given Tenant any assurances that
the Operating Expenses Base will equal or approximate
the actual Operating Expenses per square foot of
rentable area of the Premises for any calendar year
during the Lease Term.
<PAGE>
     (e) If any work included in Operating Expenses is
performed on more than one building in the project, and
it is not feasible to determine the relative amounts of
work performed on each building, then the costs shall
be allocated among the tenants of those buildings in
proportion to the total rentable area of each building.

     5.2 Estimated Payments. During each calendar year
or partial calendar year in the Lease Term, in addition
to Monthly Rent, Tenant will pay to Landlord on the
first day of each month an amount equal to 1/12 of the
product of Tenant's share multiplied by the "estimated
operating expenses" (defined below) for such calendar
year. "Estimated operating expenses" for any calendar
year means Landlord's reasonable estimate of operating
expenses for such calendar year, less the product of
the operating expenses base, multiplied by the rentable
area of the Building and will be subject to revision
according to the further provisions of this Article 5.2
and Article 5.3. During any partial calendar year
during the Lease Term, estimated operating expenses
will be estimated on a full year basis. During each
December during the Lease Term, or as soon after each
December as practicable, Landlord will give Tenant
written notice of estimated operating expenses for the
ensuing calendar year. On or before the first day of
each month during the ensuing calendar year (or each
month of the Lease Term, if a partial calendar year),
Tenant will pay to Landlord 1/12 of the product of
Tenant's share multiplied by the estimated operating
expenses for such calendar year; however, if such
written notice is not given in December, Tenant will
continue to make monthly payments on the basis of the
prior year's estimated operating expenses until the
month after such written notice is given, at which time
Tenant will commence making monthly payments based upon
the revised estimated operating expenses. In the month
Tenant first makes a payment based upon the revised
estimated operating expenses, Tenant will pay to
Landlord for each month which has elapsed since
December the difference between the amount payable
based upon the revised estimated operating expenses and
the amount payable based upon the prior year's
estimated operating expenses. In the event it
reasonably appears to Landlord that the actual
operating expenses for any calendar year will vary from
the estimated operating expenses for such calendar
year, Landlord may, not more than twice in any calendar
year, by written notice to Tenant, revise the estimated
operating expenses for such calendar year, and
subsequent payments by Tenant in such calendar year
will be based upon such revised estimated operating
expenses.

     5.3 Annual Settlement. Within 90 days after the
end of each calendar year or as soon after such 90 day
period as practicable, Landlord will deliver to Tenant
a written statement of amounts payable under Article
5.1 for such calendar year prepared and certified by
Landlord. Such certified statement will be final and
binding upon Landlord and Tenant unless Tenant objects
to it in writing to Landlord within 30 days after it is
given to Tenant. If such statement shows an amount
owing by Tenant that is less than the estimated
payments previously made by Tenant for such calendar
year, the excess will be held by Landlord and credited
against the next payment of Monthly Rent; however, if
the Lease Term has ended and Tenant was not in default
at its end, Landlord will refund the excess to Tenant.
If such statement shows an amount owing by Tenant that
is more than the estimated payments previously made by
Tenant for such calendar year, Tenant will pay the full
amount of the deficiency to Landlord within 30 days
after the delivery of such statement. Tenant may audit
Landlord's records of the operating expenses a)
<PAGE>
at Tenant's sole cost and expense (unless such audit
discloses Tenant was overcharged by more than ten
percent (10 percent) of annual Operating Expenses, in which
event Landlord shall pay the audit costs), b) at the
place Landlord normally maintains such records, c)
during Landlord's normal business hours, d) upon
reasonable advance written notice, e) within 120 days
following the date of Landlord's statement and, f) only
once per calendar year. Tenant shall provide Landlord
with a copy of Tenant's audit. Notwithstanding the
above, any such audit fee paid by Tenant on a
contingency fee basis shall be adjusted to conform to a
commercially reasonable and customary hourly or flat
fee for services rendered by a reputable, experience
expert regarding the matter in dispute, and in any
event the total reimbursable amount shall not exceed
the amount paid out of pocket by Tenant to an
independent professional auditor. As a condition
precedent to Tenant's right to dispute the Operating
Expenses billed by Landlord pursuant to this paragraph,
Tenant must pay the total amount billed by Landlord
hereunder within the time stipulated in this Lease.

     5.4 Final Proration. If this Lease ends on a day
other than the last day of a calendar year, the amount
of increase (if any) in the operating expenses payable
by Tenant applicable to the calendar year in which this
Lease ends will be calculated on the basis of the
number of days of the Lease Term falling within such
calendar year and Tenant's obligation to pay any
increase or Landlord's obligation to refund any overage
will survive the expiration or other termination of
this Lease.

     5.5 Other Taxes.
    (a) Tenant will reimburse Landlord upon demand for
any and all taxes, assessments, excises, levies, and
other charges by any public authority payable by
Landlord (other than as set forth in subparagraph (b)
below), whether or not now customary or within the
contemplation of Landlord and Tenant:
      (1) upon or measured by rent, including without
limitation, any gross revenue tax, excise tax, or value
added tax levied by the federal government or any other
governmental body with respect to the receipt of rent;
and
      (2) upon this transaction or any document to
which Tenant is a party creating or transferring an
interest or an estate in the Premises.
    (b) Tenant will not be obligated to pay any
inheritance tax, gift tax, transfer tax, franchise tax,
income tax (based on net income), profit tax, sales or
transaction tax, or capital levy imposed upon Landlord.
    (c) Tenant will pay promptly when due all personal
property taxes on Tenant's personal property in the
Premises and any other taxes payable by Tenant that if
not paid might give rise to a lien on the Premises or
Tenant's interest in the Premises.

    5.6 Additional Rent. Amounts payable by Tenant
according to this Article 5 will be payable as
Additional Rent, without deduction or offset. If Tenant
fails to pay any amounts due according to this Article
5, Landlord will have all the rights and remedies
available to it on account of Tenant's failure to pay
Monthly Rent.
<PAGE>

                  ARTICLE 6 INSURANCE

    6.1 Landlord's Insurance. At all times during the
Lease Term, Landlord will carry and maintain:
    (a) Fire and extended coverage insurance covering
the Building, its equipment, and common area
furnishings.
    (b) Bodily injury and property damage liability
insurance; and
    (c) Such other insurance as Landlord reasonably
determines from time to time; and
    (d) "Builder's Risk" insurance during periods of
construction.

The insurance coverage and amounts in this Article 6.1
will be reasonably determined by Landlord, based on
coverages carried by prudent owners of comparable
buildings in the vicinity of the Building.

    6.2 Tenant's Insurance. At all times during the
Lease Term, Tenant will carry and maintain, at Tenant's
expense, the following insurance, in the amounts
specified below or such other amounts as Landlord may
from time to time reasonably request, with insurance
companies and on forms satisfactory to Landlord:
    (a) Commercial General Liability occurrence form,
or equivalent, covering the Premises and operations of
the Tenant, including personal injury and contractual
liability, with combined single limit for bodily injury
and property damage of not less than 2,000,000 dollars per
occurrence, 2,000,000 dollars annual aggregate, naming
Landlord, its agents and employees, and any others
specified from time to time by Landlord, as additional
insured under such Policy. Such policy will be primary
insurance, and any similar insurance which may be
purchased by the Landlord shall be in excess of
Tenant's policy, and not contributory therewith.
(b) Insurance covering all of Tenant's furniture and
fixtures, machinery, equipment, stock, merchandise and
any other personal property owned or used in Tenant's
business and found in, on, or about the Building, and
any Leasehold improvements to the Premises in excess of
the allowance, if any, provided pursuant to the
Workletter, if any, in an amount not less than the full
replacement value, against Basic Form Causes of Loss
(fire and extended coverage). All policy proceeds will
be used for the repair or replacement of the damaged or
destroyed property; however if this Lease terminates
pursuant to the provisions of Article 18, Tenant will
be entitled to any proceeds resulting from damage to
Tenant's furniture and fixtures, machinery, equipment,
stock and other personal property.
    (c) Worker's compensation insurance insuring
against and satisfying Tenant's obligations and
liabilities under the Worker's Compensation laws of the
state of Kansas, including Employer's Liability
insurance with a limit of not less than 1,000,000 dollars.
    (d) If Tenant operates owned, hired, or non-owned
vehicles on the project, Automobile Liability insurance
with limits not less than 1,000,000 dollars.

    6.3 Certain Insurance Risk. Tenant will not do or
permit to be done any act or thing upon the Premises or
the Building which would:
    (a) jeopardize or be in conflict with fire
insurance policies covering the Building and personal
property in the Building:
    (b) increase the rate of fire insurance applicable
to the Building to an amount higher than it would
otherwise be for commercial office use; or
    (c) subject Landlord to any liability or
responsibility for injury to any person or persons or
to property by reason of any business or operation
being carried on upon the Premises or in the Building.

    6.4 Forms of Policies. A duplicate original
insurance policy, an insurance binder (countersigned by
the insurer), or Evidence of Insurance (in form ACCORD
27) for each of the insurance policies Tenant is
required to carry in compliance with its obligations
under this Lease shall be delivered to Landlord at
least ten (10) days prior to the time such insurance is
first required to be carried by Tenant and upon
renewals not less than ten (10) days prior to the
expiration of any such policy. Tenant's insurer shall
have a policyholder rating ("Best Rating") of at least
B+ and be assigned a financial size category of at
least Class VII as rated in the most recent edition of
"Best's Key Rating Guide" for insurance companies, and
be licensed by the State of Kansas.

    6.5 Waiver of Subrogation. Landlord and Tenant
hereby waive all rights of action against the other for
any loss, cost, damage, or expense resulting from fire,
explosion or other casualty or occurrence incurred by
either, which loss, cost, damage or expense is then
covered in whole or in part by insurance maintained, or
required to be maintained pursuant to this Lease, and
each party waives any right of subrogation that might
otherwise exist in or accrue to any person or account
thereof.

                  ARTICLE 7 PREMISES

    7.1 Uses. The Premises will be used only for
general business office purposes and purposes
incidental to that use, and for no other purpose.
Tenant will use the Premises in a careful, safe, and
proper manner. Tenant will not use or permit the
Premises to be used or occupied for any purpose or in
any manner prohibited by any applicable law, rule,
regulation or deed covenant, conditions and
restrictions concerning the Premises, including,
without limitation the obligation at Tenant's cost to
alter, maintain, or restore the Premises in compliance
and conformity with all laws relating to the condition,
use or occupancy of the Premises. Tenant will not
commit waste or suffer or permit waste to be committed
in, on, or about the Premises. Tenant will conduct its
business and control its employees, agents, and
invitees in such a manner as not to create any nuisance
or interfere with, annoy, or disturb any other tenant
or occupant of the Building or project, or Landlord in
its operation of the Building.
<PAGE>

             ARTICLE 8 REQUIREMENTS OF LAW

    8.1 General. Landlord represents and warrants that
as of the date of this Lease, the Premises is free of
asbestos law violations, building code violations and
health and safety violations. At its sole cost and
expense, Tenant will promptly comply with all laws,
statutes, ordinances, and governmental rules,
regulations, or requirements now in force or in force
after the Lease date, with any direction or occupancy
certificate issued pursuant to any law by any public
officer or officers, as well as with the provisions of
all recorded documents affecting the Premises, insofar
as they relate to the condition, use, or occupancy of
the Premises, excluding requirements of structural
changes to the Premises or the Building, unless
required by the unique nature of Tenant's use or
occupancy of the Premises.

    8.2 Hazardous Materials.
    (a) "Hazardous substance" shall mean the substances
included or which hereafter may be included with the
definitions of the terms "hazardous substance" and
"hazardous material" under the Comprehensive
Environmental Response, Compensation and Liability Act
of 1980, 42 U.S.C. 9601 et seq., the Hazardous
Materials Transportation Act of 1975, 49 U.S.C. 1801 et
seq., and to regulations promulgated under those
various statutes as amended, and petroleum. "Hazardous
waste" shall mean any waste listed as or meeting the
identified characteristics of a "hazardous waste" under
the Resource Conservation and Recovery Act of 1976, 42
U.S.C. 6901 et seq., and regulations promulgated
thereunder, collectively "RCRA", as amended. Also, any
other federal, state, or local statute law, ordinance,
code, rule, regulation, order to decree regulating
relating to, or imposing liability or standards of
conduct concerning hazardous materials, waste, or
substances now or at any time hereafter in effect
(collectively, with all other federal, state, or local
statutes, laws, ordinances, codes, rules, regulations,
order or decree described in this Paragraph 8.2(a),
"Hazardous Materials Laws").
    (b) Tenant will not cause or permit the storage,
use, generation, or disposition of any hazardous
materials in, on, or about the Premises or the Building
by Tenant, its agents, employees, or contractors.
Tenant will not permit the Premises to be used or
operated in a manner that may cause the Premises or the
Building to be contaminated by any hazardous materials
in violation of any Hazardous Materials Laws. Tenant
will immediately advise Landlord in writing of (1) any
and all enforcement, cleanup, remedial, removal, or
other governmental or regulatory actions instituted,
completed, or threatened pursuant to any Hazardous
Materials Laws relating to any hazardous materials
affecting the Premises; and (2) all claims made or
threatened by any third party against Tenant, Landlord,
or the Premises relating to damage, contribution, cost
recovery, compensation, loss, or injury resulting from
any hazardous materials on or about the Premises.
Without Landlord's prior written consent, Tenant will
not take any remedial action or enter into any
agreements or settlements in response to the presence
of any hazardous materials in, on, or about the
Premises.
    (c) Tenant will be solely responsible for and will
defend, indemnify and hold Landlord, its agents, and
<PAGE>
employees harmless from and against all claims, costs,
and liabilities, including attorney's fees and costs,
arising our of or in connection with Tenant's breach of
its obligations in this Article 8. Tenant will be
solely responsible for and will defend, indemnify, and
hold Landlord, its agents, and employees harmless from
and against any and all claims, costs, and liabilities,
including attorneys' fees and costs, arising out of or
in connection with the removal, cleanup, and
restoration work and materials necessary to return the
Premises and any other property of whatever nature
located on the project to their condition existing
prior to the appearance of Tenant's hazardous materials
on the Premises. Tenant's obligations under this
Article 8 will survive the expiration or other
termination of this Lease.

          ARTICLE 9 ASSIGNMENT AND SUBLETTING

    9.1 General. Tenant, for itself, its heirs,
distributees,  executors, administrators, legal
representatives, successors, and assigns, covenants
that it will not assign, mortgage, or encumber this
Lease, nor sublease, nor permit the Premises or any
part of the Premises to be used or occupied by others,
without the prior written consent of Landlord in each
and every instance, which consent will not be
unreasonably withheld or delayed, with any objections
specified in reasonable detail. Each of Landlord's
Mortgagees shall have consented in writing to the
sublet or assignment. Any assignment or sublease in
violation of this Article 9 will be void. If this Lease
is assigned, or if the Premises or any part of the
Premises are subleased or occupied by anyone other than
Tenant, Landlord may, after default by Tenant, collect
rent from the assignee, subtenant, or occupant, and
apply the net amount collected to rent. No assignment,
sublease, occupancy, or collection will be deemed (a) a
waiver of the provisions of this Article 9.1; (b) the
acceptance of the assignee, subtenant, or occupant as
Tenant; or (c) a release of Tenant from the further
performance by Tenant of covenants on the part of
Tenant contained in this Lease. The consent by Landlord
to an assignment or sublease will not be construed to
relieve Tenant from obtaining Landlord's prior written
consent to any further assignment or sublease. No
permitted subtenant may assign or encumber its sublease
or further sublease all or any portion of its subleased
space, or otherwise permit the subleased space or any
part of its subleased space to be used or occupied by
others, without Landlord's prior written consent in
each instance.

    9.2 Submission of Information. If Tenant requests
Landlord's consent to a specific assignment or
subletting, Tenant will submit in writing to Landlord
(a) the name and address of the proposed assignee or
subtenant;      (b) the business terms of the proposed
assignment or sublease; (c) reasonably satisfactory
information as to the nature and character of the
business of the proposed assignee or subtenant, and as
to the nature of its proposed use of the space; (d)
banking, financial, or other credit information
reasonably sufficient to enable Landlord to determine
the financial responsibility and character of the
proposed assignee or subtenant; and (e) the proposed
form of assignment or sublease for Landlord's
reasonable approval.

    9.3 Payments to Landlord. If Landlord consents to a
proposed assignment or sublease, then Landlord will
have the right to require Tenant to pay to Landlord a
sum equal to (a) any rent or other consideration paid
to Tenant by any proposed transferee that (after
deducting the costs of Tenant, if any, in effecting the
assignment or sublease, including reasonable
alterations costs, commissions and legal fees) is in
excess of the rent allocable to the transferred space
<PAGE>
then being paid by Tenant to Landlord pursuant to this
Lease; (b) one-half of any other profit or gain (after
deducting any necessary expenses incurred) realized by
Tenant from any such sublease or assignment; and (c)
Landlord's reasonable attorneys' fees and costs
incurred in connection with negotiation, review, and
processing of the transfer. All such sums payable will
be payable to Landlord at the time the next payment of
Monthly Rent is due.

    9.4 Prohibited Transfers. The transfer of a
majority of the issued and outstanding capital stock of
any corporate Tenant or subtenant of this Lease, or a
majority of the total interest in any partnership
Tenant or subtenant, however accomplished, and whether
in a single transaction or in a series of related or
unrelated transactions, will be deemed an assignment of
this Lease or of such sublease requiring Landlord's
consent in each instance, which consent shall not be
unreasonably withheld, conditioned or delayed. For
purposes of this Article 9, the transfer of outstanding
capital stock of any corporate Tenant will not include
any sale of such stock by persons other than those
deemed "insiders" within the meaning of the Securities
Exchange Act of 1934, as amended, effected through the
"over-the-counter market" or through any recognized
stock exchange.

    9.5 Permitted Transfer. Landlord consents to an
assignment of this Lease or sublease of all or part of
the Premises to a wholly-owned subsidiary of Tenant or
the parent of Tenant or to any corporation into or with
which Tenant may be merged or consolidated; provided
that Tenant promptly provides Landlord with a fully
executed copy of such assignment or sublease and that
Tenant is not released from liability under the Lease.

    9.6 Remedies. If Tenant believes that Landlord has
unreasonably withheld its consent pursuant to this
Article 9, Tenant's sole remedy will be to seek a
declaratory judgment that Landlord has unreasonably
withheld its consent or an order of specific
performance or mandatory injunction of the Landlord's
agreement to give its consent; however, Tenant may
recover damages if a court of competent jurisdiction
determines that Landlord has acted arbitrarily and
capriciously in evaluating the proposed assignee's or
subtenant's creditworthiness, identity, and business
character and the proposed use and lawfulness of the
use.
           ARTICLE 10 RULES AND REGULATIONS

    Tenant and its employees, agents, licensees, and
visitors will at all times observe faithfully, and
comply strictly with, the rules and regulations set
forth in Exhibit C and all modifications and additions
thereto. Landlord may, at its sole discretion, from
time to time reasonably amend, delete, or modify
existing rules and regulations, or adopt reasonable new
rules and regulations for the use, safety, cleanliness,
and care of the Premises, the Building, and the
project, and the comfort, quiet, and convenience of
occupants of the project, provided however, any changes
or modifications must be applied uniformly to all
tenants. Modifications or additions to the rules and
regulations will be effective upon 30 days prior
written notice to Tenant from Landlord. In the event of
any breach of any rules or regulations or any
amendments or additions to such rules and regulations,
Landlord will have all remedies that this Lease
provides for default by Tenant, and will  in
<PAGE>
addition have any remedies available at law or in
equity, including the right to enjoin any breach of
such rules and regulations. Landlord will not be liable
to Tenant for violation of such rules and regulations
by any other tenant, its employees, agents, visitors,
or licensees or any other person. In the event of any
conflict between the provisions of this Lease and the
rules and regulations, the provisions of this Lease
will govern.

                ARTICLE 11 COMMON AREAS

    As used in this Lease, the term "common areas"
means, without limitation, the hallways, entryways,
stairs, elevators, driveways, walkways, terraces,
docks, loading areas, restrooms, trash facilities, and
all other areas and facilities in the Building that are
provided and designated from time to time by Landlord
for the general nonexclusive use and convenience of
Tenant with Landlord and other Tenants of the Building
and their respective employees, invitees, licensees, or
other visitors. Landlord grants Tenant, its employees,
invitees, licensees, and other visitors a nonexclusive
license for the Lease Term to use the common areas in
common with others entitled to use the common areas,
subject to the terms and conditions of this Lease.
Without advance written notice to Tenant, except with
respect to matters covered by subsection (a) below, and
without any liability to Tenant in any respect,
provided Landlord will take no action permitted under
this Article 11 in such a manner as to materially
impair or adversely affect Tenant's substantial benefit
and enjoyment of the Premises, Landlord will have the
right to:
   (a) close off any of the common areas
to whatever extent required in the opinion of Landlord
and its counsel to prevent a dedication of any of the
common areas or the accrual of any rights by any person
or the public to the common areas;
   (b) temporarily close any of the common areas for
maintenance, alteration, or improvement purposes; and
   (c) change the size, use, shape, or nature of any
such common areas, including erecting additional
buildings on the common areas, expanding the existing
Building or other buildings to cover a portion of the
common areas, converting common areas to a portion of
the Building or other buildings, or converting any
portion of the Building (excluding the Premises) or
other buildings to common areas. Upon erection of any
additional buildings or change in common areas, the
portion of the project upon which buildings or
structures have been erected will no longer be deemed
to be a part of the common areas. In the event of any
such changes in the size or use of the Building or
common areas of the Building or project, Landlord will
make an appropriate adjustment in the rentable area of
the Building or the Building's pro rata share of
exterior common areas of the project, as appropriate,
and a corresponding adjustment to Tenant's share of the
operating expenses payable pursuant to Article 5 of
this Lease.

            ARTICLE 12 LANDLORD'S SERVICES

    12.1 Landlord's Repair and Maintenance. Landlord
will maintain, repair and restore the common areas,
including lobbies, stairs, elevators, corridors, and
<PAGE>
restrooms, the windows in the Building, the mechanical,
plumbing and electrical equipment serving the Building,
and the roof and structure of the Building in
reasonably good order and condition.
    12.2 Landlord's Other Services.
   (a) Landlord will furnish the Premises with those
services customarily provided in comparable office
buildings in the vicinity of the Building, including
without limitation (1) electricity for lighting and the
operation of low-wattage office machines (such as
desktop personal computers, desktop calculators, and
typewriters) although Tenant shall reimburse Landlord
for the cost of such electricity as Additional Rent,
and Landlord will not be obligated to furnish more
power to the Premises than is proportionally allocated
to the Premises under the Building design; (2) heat and
air conditioning reasonably required for the
comfortable occupation of the Premises during business
hours; although Landlord will not be obligated to
furnish more heating or air conditioning to the
Premises than is proportionally allocated to the
Premises under the Building design; (3) elevator
service; (4) lighting replacement during business hours
(for Building standard lights, but not for any special
Tenant lights, which will be replaced at Tenant's sole
cost and expense), (5) window washing with reasonable
frequency, as determined by Landlord, (6) hot and cold
water. Landlord may provide, but will not be obligated
to provide, any such services (except elevator service
and electricity) on holidays or weekends.
    (b) Tenant will have the right to purchase for use
during business hours and non-business hours the
service described in clause (a)(2) in excess of the
amounts Landlord has agreed to furnish so long as (1)
Tenant gives Landlord reasonable prior written notice
of its desire to do so; (2) the excess services are
reasonably available to Landlord and to the Premises;
and (3) Tenant pays as Additional Rent (at the time the
next payment of Monthly Rent is due) the cost of such
excess service from time to time charged by Landlord;
subject to the procedures established by Landlord from
time to time for providing such additional or excess
services.
    (c) The term "business hours" means 7:00 a.m. to
6:00 p.m. on Monday through Friday, except holidays (as
that term is defined below), and 7:30 a.m. to 12:00
noon on Saturdays, except holidays. The term "holidays"
means New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.
Landlord shall be entitled to charge Tenant for any
services for hours in excess of the standard business
hours as defined in the first sentence of this
paragraph. Access to the Premises is available 24-hours
per day.

    12.3 Tenant's Costs. Whenever equipment or lighting
(other than Building standard lights) is used in the
Premises by Tenant and such equipment or lighting
affects the temperature otherwise normally maintained
by the design of the Building's air conditioning
system, Landlord will have the right, after prior
written notice to Tenant, to install supplementary air
conditioning facilities in the Premises or otherwise
modify the ventilating and air conditioning system
serving the Premises; and the cost of such facilities,
modifications, and additional service will be paid by
Tenant as Additional Rent. If Landlord reasonably
believes that Tenant is using more power than Landlord
furnishes pursuant to Article 12.2, Landlord may
install separate meters of Tenant's power usage, and
Tenant will pay for the cost of such <PAGE>
excess power as Additional Rent, together with the cost
of installing any risers, meters, or other facilities
that may be necessary to furnish or measure such excess
power to the Premises.
    (b) Electricity used for lighting the Premises,
outlet power, and power used to operate Tenant's
equipment, shall be separately metered and Tenant shall
reimburse Landlord monthly as Additional Rent.
      (1) In the event Tenant wishes to utilize
services of an alternative electricity service provider
("ASP") rather than the public utility that is
servicing the Building as of the date of Tenant's
execution of this Lease, no such ASP shall be permitted
to provide service to Tenant or install its lines or
other equipment within the Building without obtaining
the prior written consent of Landlord.
    (c) Tenant, at its expense, shall provide for such
cleaning service as it requires. The scope of work
provided by Tenant's cleaning service shall not be less
than Landlord's standard cleaning specifications which
have been provided to Tenant. The cleaning service must
be a locally recognized professional janitorial
cleaning service and must be bonded and fully insured.
A certificate or other verification of insurance
coverage shall be provided to Landlord. Insurance must
be sufficient, in Landlord's sole opinion to cover all
personal liability, theft, or damage to the Building.

    12.4 Limitation on Liability. Landlord will not be
in default under this Lease or be liable to Tenant or
any other person for direct or consequential damage, or
otherwise, for any failure to supply any heat, air
conditioning, elevator, cleaning, lighting, security;
for surges or interruptions of electricity; or for
other services Landlord has agreed to supply
(including, but not limited to, the proper and
continuous functioning of the telecommunications cable
noted in paragraph 12.2(d), above) during any period
when Landlord uses reasonable diligence to supply such
services. Landlord will use commercially reasonable
efforts to diligently remedy any interruption in the
furnishing of such services. Landlord reserves the
right temporarily to discontinue such services at such
times as may be necessary by reason of accident;
repairs, alterations or improvements; strikes;
lockouts; riots; acts of God; earthquakes; governmental
preemption in connection with a national or local
emergency; any rule, order, or regulation of any
governmental agency; conditions of supply and demand
that make any product available; Landlord's compliance
with any mandatory governmental energy conservation or
environmental protection program, or any voluntary
governmental energy conservation program at the request
of or with consent or acquiescence of Tenant; or any
other happening beyond the control of Landlord.
Landlord will not be liable to Tenant or any other
person or entity for direct or consequential damages
resulting from the admission to or exclusion from the
Building or project of any person. In the event of
invasion, mob, riot, public excitement, strikes,
lockouts, or other circumstances rendering such action
advisable in Landlord's sole opinion Landlord will have
the right to prevent access to the Building or project
during the continuance of the same by such means as
Landlord, in its sole discretion, may deem appropriate,
including without limitation locking doors and closing
parking areas and other common areas. Landlord will not
be liable for damages to person or property or for
injury to, or interruption of, business for any
discontinuance permitted under this Article 12, nor
will such discontinuance in any
<PAGE>
way be construed as an eviction of Tenant or cause an
abatement of rent or operate to release Tenant from any
of Tenant's obligations under this Lease.

       ARTICLE 13 TENANT'S CARE OF THE PREMISES

    13.1 Tenant will maintain the Premises (including
Tenant's equipment, personal property, and trade
fixtures located in the Premises) in their condition at
the time they were delivered to Tenant, reasonable wear
and tear excluded. Tenant will immediately advise
Landlord of any damage to the Premises or the Building.
All damage or injury to the Premises, the Building, or
the fixtures, appurtenances, and equipment in the
Premises or the Building that is caused by Tenant, its
agents, employees, or invitees may be repaired,
restored, or replaced by Landlord, at the expense of
Tenant. Such expense (plus 10 percent of such expense for
Landlord's overhead) will be collectible as Additional
Rent and will be paid by Tenant within 10 days after
delivery of a statement for such expense.

    13.2 Intentionally deleted.

                ARTICLE 14 ALTERATIONS

    14.1 General.
    (a) During the Lease Term, Tenant will not make or
allow to be made any alterations, additions, or
improvements to or of the Premises or any part of the
Premises, or attach any fixtures or equipment to the
Premises, without first obtaining Landlord's written
consent, which shall not be unreasonably withheld,
conditioned or delayed. All such alterations,
additions, and improvements consented to by Landlord,
and capital improvements that are required to be made
to the Building as a result of the nature of Tenant's
use of the Premises:
    (1) Will be performed by contractors approved by
Landlord and subject to conditions specified by
Landlord (which may include requiring the posting of a
mechanic's or materialmen's lien bond); and
    (2) intentionally deleted
  (b) Tenant shall make no changes, additions,
alterations, or improvements to the Premises that are
visible from outside the Premises without obtaining the
prior written consent of Landlord; and Landlord shall
have the right to withhold such consent in its sole and
absolute discretion.
  (c) Subject to Tenant's rights in Article 16, all
alterations, additions, fixtures, and improvements,
whether temporary or permanent in character, made in or
upon the Premises either by Tenant or Landlord, will
immediately become Landlord's property and at the end
of the Term will remain on the Premises without
compensation to Tenant, unless when consenting to such
alterations, additions, fixtures, or improvements,
Landlord has advised Tenant in writing that such
alterations, additions, fixtures, or improvements must
be removed at the expiration or other termination of
this Lease.

<PAGE>

    14.2 Free-Standing Partitions. Tenant will have the
right to install free-standing work station partitions,
without Landlord's prior written consent, so long as no
building or other governmental permit is required for
their installation or relocation; however, if a permit
is required, Landlord will not unreasonably withhold
its consent to such relocation or installation. The
freestanding work station partitions for which Tenant
pays will be part of Tenant's trade fixtures for all
purposes under this Lease. All other partitions
installed in the Premises are and will be Landlord's
property for all purposes under this Lease.

    14.3 Removal. If Landlord has required Tenant to
remove any or all alterations, additions, fixtures, and
improvements that are made in or upon the Premises
pursuant to this Article 14 prior to the Expiration
Date, Tenant will remove such alterations, additions,
fixtures, and improvements at Tenant's sole cost and
will restore the Premises to the condition in which
they were before such alterations, additions, fixtures,
improvements, and additions were made, reasonable wear
and tear and casualty excepted.

    14.4 Exterior Signage. So long as the rentable area
of the Premises is not reduced, Tenant may, at its
expense, maintain its existing signage on the
Building's facade and the existing monument sign
located on the west side of the Building. Any change in
the design, size, location, and method of installation
shall be subject to Landlord's prior approval, which
shall not be unreasonably withheld. Also, any
modification of such signage shall be subject to the
approval of any governmental authority having
jurisdiction. Landlord agrees to reasonably assist
Tenant in seeking governmental approval for any
changes. Tenant shall remove all such signage and
restore the Building and monument sign to its original
condition (exclusive of wear and tear and casualty) at
its expense, within thirty (30) days of 1) the
expiration or early termination of the Lease, 2) the
early termination of a portion of the Premises where
the remaining premises contains less than 9,188
rentable square feet, or 3) written notice from
Landlord that another tenant occupying more than 9,500
rentable square feet in the Building wishes to install
signage on the Building or monument sign.

              ARTICLE 15 MECHANICS' LIENS

    Tenant will pay or cause to be paid all costs and
charges for work (a) done by Tenant or caused to be
done by Tenant, in or to the Premises, and (b) for all
materials furnished for and in connection with such
work. Tenant will indemnify Landlord against and hold
Landlord, the Premises, the Building and the project
free, clear, and harmless of and from all mechanics'
liens and claims of liens, and all other liabilities,
liens, claims, and demands on account of such work by
or on behalf of Tenant, other than work performed by
Landlord pursuant to the Workletter. If any such lien,
at any time, is filed against the Premises or any part
of the project, Tenant will cause such lien to be
discharged of record within 10 days after the filing of
such lien, except that if Tenant desires to contest
such lien, it will furnish Landlord, within such 10-day
period, security reasonably satisfactory to Landlord of
at least 150 percent of the amount of the claim, plus
estimated costs and interest, or comply with such
statutory procedures as may be available to release the
lien. If a final judgment establishing the validity or
existence of a lien for any amount is entered, Tenant
will pay and satisfy the same at once. If Tenant fails
to pay any charge for which a mechanics' lien has been
filed, and has not given
<PAGE>
Landlord security as described above, or has not
complied with such statutory procedures as may be
available to release the lien, Landlord may, at its
option, pay such charge and related costs and interest,
and the amount so paid, together with reasonable
attorneys' fees incurred in connection with such lien,
will be immediately due from Tenant to Landlord as
Additional Rent. Nothing contained in this Lease will
be deemed the consent or agreement of Landlord to
subject Landlord's interest in the Building or the
project to liability under any mechanics' or other lien
law. If Tenant receives written notice that a lien has
been or is about to be filed against the Premises or
the Building, or that any action affecting title to the
Building has been commenced on account of work done by
or for or materials furnished to or for Tenant, it will
immediately give Landlord written notice of such
notice. At least 15 days prior to the commencement of
any work (including but not limited to any maintenance,
repairs, alterations, additions, improvements, or
installations) in or to the Premises, by or for Tenant,
Tenant will give Landlord written notice of the
proposed work and the names and addresses of the
persons supplying labor and materials for the proposed
work. Landlord will have the right to post notices of
nonresponsibility or similar written notices on the
Premises in order to protect the Premises against any
such liens.

                ARTICLE 16 END OF TERM

    16.1 End of Lease Term. At the end of this Lease,
Tenant will promptly quit and surrender the Premises
broomclean, in good order and repair, ordinary wear and
tear and casualty excepted. If Tenant is not then in
default, Tenant may remove from the Premises any trade
fixtures, equipment, and movable furniture placed in
the Premises by Tenant, whether or not such trade
fixtures or equipment are fastened to the Building;
Tenant will not remove any trade fixtures or equipment
without Landlord's prior written consent if such
fixtures or equipment are used in the operation of the
Building, or if the removal of such fixtures or
equipment will result in impairing the structural
strength of the Building. Whether or not Tenant is in
default, Tenant will remove such alterations,
additions, improvements, trade fixtures, equipment, and
furniture as Landlord has requested in accordance with
Article 14. Tenant will fully repair any damage
occasioned by the removal of any trade fixtures,
equipment, furniture, alterations, additions, and
improvements. All trade fixtures, equipment, furniture,
inventory, effects, alterations, additions, and
improvements on the Premises after the end of the Lease
Term will be deemed conclusively to have been abandoned
and may be appropriated, sold, stored, destroyed, or
otherwise disposed of by Landlord without written
notice to Tenant or any other person and without
obligation to account for them. Tenant will pay
Landlord for all expenses incurred in connection with
the removal of such property, including but not limited
to the cost of repairing any damage to the Building or
Premises caused by the removal of such property.
Tenant's obligation to observe and perform this
covenant will survive the expiration or other
termination of this Lease.

               ARTICLE 17 EMINENT DOMAIN

    If all of the Premises are taken by exercise of the
power of eminent domain (or conveyed by Landlord in
lieu of such exercise) this Lease will terminate on a
date (the "Termination Date") which is the earlier of
the date upon which the condemning authority takes
<PAGE>
possession of the Premises or the date on which title
to the Premises is vested in the condemning authority.
If more than 25 percent of the rentable area of the Premises
is so taken, Tenant will have the right to cancel this
Lease by written notice to Landlord given within 20
days after the termination date. If less than 25 percent of
the rentable area of the Premises is so taken, or if
the Tenant does not cancel this Lease according to the
preceding sentence, the Monthly Rent will be abated in
the proportion of the rentable area of the Premises so
taken to the rentable area of the Premises immediately
before such taking, and Tenant's share will be
appropriately recalculated. If 25 percent or more of the
Building or the project is so taken, Landlord may
cancel this Lease by written notice to Tenant given
within thirty (30) days after the Termination Date. In
the event of any such taking, the entire award will be
paid to Landlord and Tenant will have no right or claim
to any part of such award; however, Tenant will have
the right to assert a claim against the condemning
authority in a separate action, so long as Landlord's
award is not otherwise reduced, for Tenant's moving
expenses and Leasehold improvements owned by Tenant.

           ARTICLE 18 DAMAGE AND DESTRUCTION

    (a) If the Premises or the Building are damaged by
fire or other casualty, Landlord will give Tenant
written notice of the time which will be needed to
repair such damage, as determined by Landlord in its
reasonable discretion, and the election (if any) which
Landlord has made according to this Article 18. Such
notice will be given before the 30th day (the "notice
date") after the fire or other insured casualty.
    (b) If the Premises or the Building are damaged by
fire or other casualty to an extent which may be
repaired within one hundred twenty (120) days after the
notice date, as reasonably determined by Landlord,
Landlord will promptly begin to repair the damage after
the notice date and will diligently pursue the
completion of such repair. In that event this Lease
will continue in full force and effect except that
Monthly Rent will be abated on a pro rata basis from
the date of the damage until the date of the completion
of such repairs (the "repair period") based on the
proportion of the rentable area of the Premises Tenant
is unable to use during the repair period.
    (c) If the Premises or the Building are damaged by
fire or other casualty to an extent that may not be
repaired within one hundred twenty (120) days after the
notice date, as reasonably determined by Landlord, then
(1) Landlord may cancel this Lease as of the date of
such damage by written notice given to Tenant on or
before the notice date or (2) Tenant may cancel this
Lease as of the date of such damage by written notice
given to Landlord within ten (10) days after Landlord's
delivery of a written notice that the repairs cannot be
made within such one hundred twenty (120) day period.
If neither Landlord nor Tenant so elects to cancel this
Lease, Landlord will diligently proceed to repair the
Building and Premises and Monthly Rent will be abated
on a pro rata basis during the repair period based on
the proportion of the rentable area of the Premises
Tenant is unable to use during the repair period.
    (d) Notwithstanding the provisions of subparagraphs
(a), (b), and (c) above, Landlord shall have no
obligation whatsoever to repair, reconstruct, or
restore the Premises and/or the Building if any of the
following occurs:
<PAGE>
     (1) The holder of the first deed of trust,
security agreement, or mortgage encumbering the
Building elects not to permit the insurance proceeds
payable upon damage to or destruction of the Building
or Premises to be used for such repair, reconstruction,
or restoration;
     (2) The damage or destruction is not fully covered
by insurance maintained by Landlord for Landlord's
benefit;
     (3) The damage or destruction occurs during the
last 24 months of the Lease Term or any renewal or
extension thereof;
     (4) Tenant is in default of the Lease as described
in Article 25. In such event, Landlord or Tenant
(unless Tenant is in default of the Lease) may
terminate this Lease by written notice to the other
party given within 30 days after the damage or
destruction
      (e) If any such damage by fire or other casualty
is the result of the willful conduct or sole negligence
or intentional failure to act of Tenant, its agents,
contractors, employees, or invitees, there will be no
abatement of Monthly Rent as otherwise provided for in
this Article 18. Tenant will have no rights to
terminate this Lease on account of any damage to the
Premises or the Building, except as set forth in this
Lease.

               ARTICLE 19 SUBORDINATION

    19.1 General. This Lease and Tenant's rights under
this Lease are subject and subordinate to any ground or
underlying Lease, mortgage, indenture, deed of trust,
or other lien encumbrance (each a "superior lien"),
together with any renewals, extensions, modifications,
consolidations, and replacements of such superior lien,
now or after the date affecting or placed, charged or
enforced against the Land, the Building, or all or any
portion of the project or any interest of Landlord in
them or Landlord's interest in this Lease and the
Leasehold estate created by this Lease (except to the
extent any such instrument expressly provides that this
Lease is superior to such instrument). This provision
will be self-operative and no further instrument of
subordination will be required in order to effect it.
Notwithstanding the foregoing, Tenant will execute,
acknowledge, and deliver to Landlord, within twenty
(20) days after written demand by Landlord, such
documents as may be reasonably requested by Landlord or
the holder of any superior lien to confirm or effect
any such subordination.

    19.2 Attornment and Nondisturbance.
Tenant agrees that in the event that any holder of a
superior lien succeeds to Landlord's interest in the
Premises, Tenant will pay to such holder all rents
subsequently payable under this Lease. Further, Tenant
agrees that in the event of the enforcement by the
holder of a superior lien of the remedies provided for
by law or by such superior lien, Tenant will, upon
request of any person or party succeeding to the
interest of Landlord as a result of such enforcement,
automatically become the Tenant of and attorn to such
successor in interest without change in the terms or
provisions of this Lease. Such successor in interest
will not be bound by:
<PAGE>
    (a) Any payment of rent for more than one month in
advance, except prepayments in the nature of security
for the performance by Tenant of its obligations under
this Lease;
   (b) Any amendment or modification of this Lease made
without the written consent of such successor in
interest (if such consent was required under the terms
of such superior lien);
   (c) Any claim against Landlord arising prior to the
date on which such successor in interest succeeded to
Landlord's interest; or
   (d) Any claim or offset of Monthly Rent against the
Landlord.

Upon request by such successor in interest and without
cost to Landlord or such successor in interest, Tenant
will, within twenty (20) days after written demand,
execute, acknowledge, and deliver an instrument or
instruments confirming the attornment in form and
substance satisfactory to such successor in interest,
so long as such instrument provides that such successor
in interest will not disturb Tenant in its use of the
Premises in accordance with this Lease.

             ARTICLE 20 ENTRY BY LANDLORD

    Landlord, its agents, employees, and contractors
may enter the Premises at any time in response to an
emergency and at reasonable hours to:
    (a) Inspect the Premises;
    (b) Exhibit the Premises to prospective purchasers,
lenders, or tenants;
    (c) Determine whether Tenant is complying with all
its obligations in this Lease;
    (d) Supply services to be provided by Landlord to
Tenant according to this Lease;
    (e) Post written notices of nonresponsibility or
similar notices; or
    (f) Make repairs required of Landlord under the
terms of this Lease or make repairs
to any adjoining space or utility services or make
repairs, alterations, or improvements to any other
portion of the Building; however, all such work will be
done as promptly as reasonably possible and so as to
cause as little interference to Tenant as reasonably
possible.

Tenant, by this Article 20, waives any claim against
Landlord, its agents, employees, or contractors for
damages for any injury or inconvenience to or
interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, or any
other loss occasioned by any entry in accordance with
this Article 20, except to the extent of damage caused
by Landlord's intentional acts. Landlord will at all
times have and retain a key with which to unlock all
<PAGE>
of the doors in, on, or about the Premises (excluding
Tenant's vaults, safes, and similar areas designated in
writing by Tenant in advance). Landlord will have the
right to use any and all means Landlord may deem proper
to open doors in and to the Premises in an emergency in
order to obtain entry to the Premises, provided that
Landlord will promptly repair any damages caused by any
forced entry. Any entry to the Premises by Landlord in
accordance with this Article 20 will not be construed
or deemed to be a forcible or unlawful entry into or a
detainer of the Premises or an eviction, actual or
constructive, of Tenant from the Premises or any
portion of the Premises, nor will any such entry
entitle Tenant to damages or an abatement of Monthly
Rent, Additional Rent, or other charges that this Lease
requires Tenant to pay.

 ARTICLE 21 INDEMNIFICATION, WAIVER, AND RELEASE

    21.1 Indemnification. Except for any injury or
damage to persons or property on the Premises that is
proximately caused by or results from the gross
negligence or deliberate act of Landlord, its
employees, or agents, unless contradicted by other
terms of this Lease, Tenant will neither hold nor
attempt to hold Landlord, its employees, or agents
liable for, and Tenant will indemnify and hold harmless
Landlord, its employees, and agents from and against,
any and all demands, claims, causes of action, fines,
penalties, damages (including consequential damages),
liabilities, judgments, and expenses (including without
limitation reasonable attorneys' fees) incurred in
connection with or arising from:
    (a) the use or occupancy or manner of use or
occupancy of the Premises by Tenant or any other person
claiming under Tenant;
    (b) any activity, work, or thing done or permitted
by Tenant in or about the Premises, the Building;
    (c) any breach by Tenant or its employees, agents,
contractors, or invitees of this Lease; and
    (d) any injury or damage to the person, property,
or business of Tenant, its employees, agents,
contractors, or invitees entering upon the Premises
under the express or implied invitation of Tenant.

    If any action or proceeding is brought against
Landlord, its employees, or agents by reason of any
such claim for which Tenant has indemnified Landlord,
Tenant, upon written notice from Landlord, will defend
the same at Tenant's expense, with counsel reasonably
satisfactory to Landlord.

    21.2 Waiver and Release. Tenant, as a material part
of the consideration to Landlord for this Lease, by
this Article 21.2 waives and releases all claims
against Landlord, its employees, and agents with
respect to all matters for which Landlord has
disclaimed liability pursuant to the provisions of this
Lease.
<PAGE>

              ARTICLE 22 SECURITY DEPOSIT

Intentionally Deleted

              ARTICLE 23 QUIET ENJOYMENT
    Landlord covenants and agrees with Tenant
that so long as Tenant pays the Monthly Rent and
observes and performs all the terms, covenants, and
conditions of this Lease  on Tenant's part to be
observed and performed, Tenant may peaceably and
quietly enjoy the Premises subject, nevertheless, to
the terms and conditions of this Lease, and Tenant's
possession will not be disturbed by anyone claiming by,
through, or under Landlord.

               ARTICLE 24 EFFECT OF SALE

    A sale, conveyance, or assignment of the Building
or the project will operate to release Landlord from
liability from and after the effective date of such
sale, conveyance, or assignment upon all of the
covenants, terms, and conditions of this Lease, express
or implied, except those liabilities that arose prior
to such effective date, and, after the effective date
of such sale, conveyance, or assignment, Tenant will
look solely to Landlord's successor in interest in and
to this Lease. This Lease will not be affected by any
such sale, conveyance, or assignment, and Tenant will
attorn to Landlord's successor in interest to this
Lease, so long as such successor in interest assumes
Landlord's obligations under the Lease from and after
such effective date.

                  ARTICLE 25 DEFAULT

    25.1 Events of Default. The following events are
referred to, collectively, as "events of default" or,
individually, as an "event of default":
    (a) Tenant defaults in the due and punctual payment
of Monthly Rent, and such default continues for five
(5) days after written notice from Landlord; however,
Tenant will not be entitled to more than three (3)
written notices for monetary defaults during any twelve
(12)-month period, and if after such written notice any
Monthly Rent is not paid when due, an event of default
will be considered to have occurred without further
notice;
    (b) intentionally deleted;
    (c) This Lease or the Premises or any part of the
Premises are taken upon execution or by other process
of law directed against Tenant, or are taken upon or
subject to any attachment by any creditor of Tenant or
claimant against Tenant, and said attachment is not
discharged or disposed of within fifteen (15) days
after its levy;
    (d) Tenant files a petition in bankruptcy or
insolvency or for reorganization or arrangement under
the bankruptcy laws of the United States or under any
insolvency act of any state, or admits the material
allegations of any such petition by answer or
otherwise, or is dissolved or makes an assignment for
the benefit of creditors;
<PAGE>
    (e) Involuntary proceedings under any such
bankruptcy law or insolvency act or for the dissolution
of Tenant are instituted against Tenant, or a receiver
or trustee is appointed for all or substantially all of
the property of Tenant, and such proceeding is not
dismissed or such receivership or trusteeship vacated
within sixty (60) days after such institution or
appointment;
    (f) intentionally deleted;
    (g) Tenant breaches any of the other agreements,
terms, covenants, or conditions that this Lease
requires Tenant to perform, and such breach continues
for a period of thirty (30) days after written notice
from Landlord to Tenant or, if such breach cannot be
cured reasonably within such thirty (30)-day period, if
Tenant fails to diligently commence to cure such breach
within thirty (30) days after written notice from
Landlord and to complete such cure within a reasonable
time thereafter.

    25.2 Landlord's Remedies. If any one or more events
of default set forth in Article 25.1 occurs then
Landlord has the right, at its election:
    (a) to give Tenant written notice of Landlord's
intention to terminate this Lease on the earliest date
permitted by law or on any later date specified in such
notice, in which case Tenant's right to possession of
the Premises will cease and this Lease will be
terminated, except as to Tenant's liability, under this
Lease existing as of such termination, as if the
expiration of the Lease term fixed in such notice were
the end of the Lease Term in which event Landlord's
damages shall be calculated pursuant to Article 25.4
below.
    (b) without further demand or notice, but in
accordance with the law, to reenter and take possession
of the Premises or any part of the Premises, repossess
the same, expel Tenant and those claiming through or
under Tenant, and remove the effects of both or either,
using such force for such purposes as may be necessary,
without being liable for prosecution, without being
deemed guilty of any manner of trespass. and without
prejudice to any remedies or any preceding breach of
covenants or conditions; or (c) without further demand
or notice to cure any event of default and to charge
Tenant for the cost of effecting such cure, including
without limitation reasonable attorneys' fees and
interest on the amount so advanced at the rate set
forth in Article 1.1(s), provided that Landlord will
have no obligation to cure any such event of default of
Tenant. Should Landlord elect to reenter as provided in
subsection (b), or should Landlord take possession
pursuant to legal proceedings or pursuant to any notice
provided by law, Landlord may, from time to time,
without terminating this Lease, relet the Premises or
any part of the Premises in Landlord's or Tenant's
name, but for the account of Tenant, for such term or
terms (which may be greater or less than the period
which would otherwise have constituted the balance of
the Lease Term) and on such conditions and upon such
other terms (which may include concessions of free rent
and alteration and repair of the Premises) as Landlord,
in its reasonable discretion, may determine, and
Landlord may collect and receive the rent. Landlord
will in no way be responsible or liable for any failure
to relet the Premises, or any part of the Premises, or
for any failure to collect any rent due upon such
reletting.
<PAGE>
No such reentry or taking possession of the Premises by
Landlord will be construed as an election on Landlord's
part to terminate this Lease unless a written notice of
such intention is given to Tenant. No written notice
from Landlord under this Article or under a forcible or
unlawful entry and detainer statute or similar law will
constitute an election by Landlord to terminate this
Lease unless such notice specifically so states.
Landlord reserves the right following any such reentry
or reletting to exercise its right to terminate this
Lease by giving Tenant such written notice, in which
event this Lease will terminate as specified in such
notice.
    (d) Landlord shall act in a commercially reasonable
manner to mitigate damages.

    25.3 Certain Damages. In the event that Landlord
does not elect to terminate this Lease as permitted in
Article 25.2(a), but on the contrary elects to take
possession as provided in Article 25.2(b), Tenant will
pay to Landlord Monthly Rent and other sums as provided
in this Lease that would be payable under this Lease if
such repossession had not occurred, less the net
proceeds, if any, of any reletting of the Premises
after deducting all of Landlord's reasonable expenses
in connection with such reletting, including without
limitation all repossession costs, brokerage
commissions, attorneys' fees, expenses of employees,
alteration and repair costs, and expenses of
preparation for such reletting. If, in connection with
any reletting, the new lease term extends beyond the
existing Lease Term, or the Premises covered by such
new Lease include other Premises not part of the
Premises, a fair apportionment of the rent received
from such reletting and the expenses incurred in
connection with such reletting, and any rent
concessions will be equally apportioned over the term
of the new lease. Tenant will pay such rent and other
sums to Landlord monthly on the day on which the
Monthly Rent would have been payable under this Lease
if possession had not been retaken, and Landlord will
be entitled to receive such rent and other sums from
Tenant on each such day.

    25.4 Continuing Liability After Termination. In the
event this Lease is terminated on account of the
occurrence of an event of default, Landlord will be
entitled to recover against Tenant as damages for loss
of the bargain and not as a penalty:
    (a) The worth at the time of award of the unpaid
Monthly Rent that has been earned at the time of
termination;

    (b) The worth at the time of award of the amount by
which the unpaid Monthly Rent that would have been
earned after termination until the time of award
exceeds the amount of such rental loss that Tenant
proves could have been reasonably avoided by Landlord;
and
    (c) Any other amount necessary to compensate
Landlord for all the detriment proximately caused by
Tenant's failure to perform its obligations under this
Lease or which in the ordinary course of things would
be likely to result therefrom.

The "worth at the time of award" of the amounts
referred to in clauses (a) and (b) above is computed by
adding interest at the per annum interest rate
described in Article 1.1(s) on the date on which this
Lease is terminated from the date of termination until
the time of the award. The "worth at the time of award"
of the amount referred to in clause (c) above
<PAGE>
is computed by discounting such amount at the discount
rate of the Federal Reserve Bank of Kansas City,
Missouri, at the time of award plus 1 percent.

    25.5 Cumulative Remedies. Any suit or suits for the
recovery of the amounts and damages set forth in
Articles 25.3 and 25.4 may be brought by Landlord, from
time to time, at Landlord's election, and nothing in
this Lease will be deemed to require Landlord to await
the date upon which this Lease or the Lease Term would
have expired had there occurred no event of default.
Each right and remedy provided for in this Lease is
cumulative and is in addition to every other right or
remedy provided for in this Lease or now or after the
Lease date existing at law or in equity or by statute
or otherwise, and the exercise or beginning of the
exercise by Landlord of any one or more of the rights
or remedies provided for in this Lease or now or after
the Lease date existing at law or in equity or by
statute or otherwise will not preclude the simultaneous
or later exercise by Landlord of any or all other
rights or remedies provided for in this Lease or now or
after the Lease date existing at law or in equity or by
statute or otherwise. All costs incurred by Landlord in
collecting any amounts and damages owing by Tenant
pursuant to the provisions of this Lease or to enforce
any provision of this Lease, including reasonable
attorneys' fees from the date any such matter is turned
over to an attorney, whether or not one or more actions
are commenced by Landlord, will also be recoverable by
Landlord from Tenant.

    25.6 Waiver of Redemption. Tenant waives any right
of redemption arising as a result of Landlord's
exercise of its remedies under this Article 25.

                  ARTICLE 26 PARKING

    26.1 Tenant is hereby granted a non- exclusive
license to park vehicles in a maximum of forty-six (46)
parking spaces contained in the Building's Parking Lot,
and an additional license to use an additional fifty-
four (54) parking spaces in the area shown on Exhibit E
attached hereto, marked as "Additional Parking". The
current owner of the Additional Parking is Landlord.
The Additional Parking is contained in the parking lot
adjacent to the Gerson Company Building. Said Parking
Lot is sometimes called herein the "Gerson Parking
Lot".

    At any time during the term of this Lease, the
Owner of the Additional Parking shall be entitled to
terminate Tenant's License to use the Additional
Parking, but only in the event that the Owner enters
into an agreement to sell or lease all or part of the
Gerson Company Building or Gerson Parking Lot. Tenant's
License to use the Additional Parking shall terminate
the later of the ninetieth (90th) day after Owner
provides Tenant with written notice that Owner has
entered into such agreement to sell or lease, or the
date upon which Owner's deed is recorded in the name of
the Purchaser or the date that the new tenant takes
possession of its premises. The failure of Owner to
terminate Tenant's License in the event that the Owner
sells or leases all or part of the Gerson Building or
Gerson Parking Lot shall not be deemed a waiver of
Owner's (or any subsequent Owner's) right to terminate
the License in the event of any future sale or lease.
<PAGE>

    26.2 All such parking (including the Additional
Parking) shall be subject to the rules and regulations
set forth in Exhibit C, and any amendments or additions
to them. Tenant shall have the right to use such
parking on a nonexclusive basis at no additional cost.
In order to protect persons and property from injury or
damage due to fire or other casualty and to provide
suitable parking for visitors and the handicapped,
Tenant agrees to restrict the parking of its motor
vehicles and the motor vehicles of all of its employee,
agents, contractors, customers, guests and invitees to
those striped, designated parking areas provided with
the Building and Gerson Parking as the same may be
configured from time to time by Landlord, so that all
roadways, driveways, aisles and entry ramps shall
remain open and unobstructed at all times for use as
fire lanes and those parking spaces reserved for
visitors and the handicapped will be available to those
for whom they are intended. Should a motor vehicle be
parked by Tenant or by any of its employees, agents,
contractors, customers, guests and invitees other than
in such designated parking areas, Tenant covenants and
agrees that Landlord may remove or cause the removal of
such motor vehicle from the Building and Gerson Parking
at the cost of the owner thereof, and Landlord shall
not be liable to such owner or any other person for any
loss or damage which may result therefrom. Landlord
reserves the right to make such additional rules and
regulations pertaining to parking as may be reasonably
necessary for the orderly use, maintenance and
ownership of the Building and Gerson Parking. Tenant
agrees to provide Landlord with a state automobile
license number for the cars of employees working in the
Premises upon request by Landlord.

               ARTICLE 27 MISCELLANEOUS

    27.1 No Offer. This Lease is submitted to Tenant on
the understanding that it will not be considered an
offer and will not bind Landlord in any way until
Tenant has duly executed and delivered duplicate
originals to Landlord and Landlord has executed and
delivered one of such originals to Tenant.

    27.2 Joint and Several Liability. If Tenant is
composed of more than one signatory to this Lease, each
signatory will be jointly and severally liable with
each other signatory for payment and performance
according to this Lease. The act of, written notice to,
written notice from, refund to, or signature of any
signatory to this Lease (including without limitation
modifications of this Lease made by fewer than all such
signatories) will bind every other signatory as though
every other signatory had so acted, or received or
given the written notice or refund, or signed.

    27.3 No Construction Against Drafting Party.
Landlord and Tenant acknowledge that each of them and
their counsel have had an opportunity to review this
Lease and that this Lease will not be construed against
Landlord merely because Landlord has prepared it.

    27.4 Time of the Essence. Time is of the essence of
each and every provision of this Lease.

    27.5 No Recordation. Tenant's recordation of this
Lease or any memorandum or short form of it will be
void and a default under this Lease.
<PAGE>

    27.6 No Waiver. The waiver by Landlord of any
agreement, condition, or provision contained in this
Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement,
condition, or provision contained in this Lease, nor
will any custom or practice that may grow up between
the parties in the administration of the terms of this
Lease be construed to waive or to lessen the right of
Landlord to insist upon the performance by Tenant in
strict accordance with the terms of this Lease. The
subsequent acceptance of Monthly Rent by Landlord will
not be deemed to be a waiver of any preceding breach by
Tenant of any agreement, condition, or provision of
this Lease, other than the failure of Tenant to pay the
particular Monthly Rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the
time of acceptance of such Monthly Rent.

    27.7 Estoppel Certificates. At any time and from
time to time but within fifteen (15) days after prior
written request by either party, the other party will
execute, acknowledge, and deliver to the requesting
party, promptly upon request, a certificate certifying,
if true (a) that this Lease is unmodified and in full
force and effect or, if there have been modifications,
that this Lease is in full force and effect, as
modified, and stating the date and nature of each
modification; (b) the date, if any, to which Monthly
Rent and other sums payable under this Lease have been
paid; (c) that no written notice of any default has
been delivered to Landlord which default has not been
cured, except as to defaults specified in said
certificate; (d) that there is no event of default
under this Lease or an event which, with notice or the
passage of time, or both, would result in an event of
default under this Lease, except for defaults specified
in said certificate; and (e) such other matters as may
be reasonably requested. Any such certificate may be
relied upon by any prospective purchaser or existing or
prospective mortgagee or beneficiary under any deed of
trust of the Building or any part of the project. The
certifying party's failure to deliver such a
certificate within such time will be conclusive
evidence of the matters set forth in it.

    27.8 Waiver of Jury Trial. Landlord and Tenant by
this Article 27.8 waive trial by jury in any action,
proceeding, or counterclaim brought by either of the
parties to this Lease against the other on any matters
whatsoever arising out of or in any way connected with
this Lease, the relationship of Landlord or Tenant,
Tenant's use or occupancy of the Premises, or any other
claims (except claims for personal injury or property
damage), and any emergency statutory or any other
statutory remedy.

    27.9 No Merger. The voluntary or other surrender of
this Lease by Tenant or the cancellation of this Lease
by mutual agreement of Tenant and Landlord or the
termination of this Lease on account of Tenant's
default will not work a merger, and will, at Landlord's
option, (a) terminate all or any subleases and
subtenancies or (b) operate  as an assignment to
Landlord of all or any subleases or subtenancies.
Landlord's option under this Article 27.9 will be
exercised by written notice to Tenant and all known
subtenants or subtenants in the Premises or any part of
the Premises.

    27.10 Holding Over. Tenant will have no right to
remain in possession of all or any part of the Premises
after the expiration of the Lease Term. If Tenant
remains in possession of all or any part of the
Premises after the expiration of the Lease Term, with
the express or implied consent of Landlord: (a) such
<PAGE>
tenancy will be deemed to be a periodic tenancy from
month-to-month only; (b) such tenancy will not
constitute a renewal or extension of this Lease for any
further term; and (c) such tenancy may be terminated by
Landlord upon earlier of thirty (30) days prior
written notice or the earliest date permitted by law.
In such event, Monthly Rent will be increased to an
amount equal to 150 percent of the Monthly Rent payable during
the last month of the Lease Term, and any other sums
due under this Lease will be payable in the amount and
at the times specified in this Lease. Such month-to-
month tenancy will be subject to every other term,
condition, and covenant contained in this Lease.
<PAGE>

    27.11 Notices. Any notice, request, demand,
consent, approval, or other communication required or
permitted under this Lease must be in writing and will
be deemed to have been given when personally delivered,
sent by facsimile with receipt acknowledged, deposited
with any nationally recognized overnight carrier that
routinely issues receipts, or deposited in any
depository regularly maintained by the United States
Postal Service, postage prepaid, certified mail, return
receipt requested, addressed to the party for whom it
is intended at its address set forth in Article 1.1.
Either Landlord or Tenant may add additional addresses
or change its address for purposes of receipt of any
such communication by giving ten (10) days prior
written notice of such change to the other party in the
manner prescribed in this Article 27.11.

    27.12 Severability. If any provision of this Lease
proves to be illegal, invalid, or unenforceable, the
remainder of this Lease will not be affected by such
finding, and in lieu of each provision of this Lease
that is illegal, invalid, or unenforceable a provision
will be added as a part of this Lease as similar in
terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid, and
enforceable.

    27.13 Written Amendment Required. No amendment,
alteration, modification of, or addition to the Lease
will be valid or binding unless expressed in writing
and signed by Landlord and Tenant. Tenant agrees to
make any modifications of the terms and provisions of
this Lease required or requested by any lending
institution providing financing for the Building, or
project, as the case may be, provided that no such
modifications will materially adversely affect Tenant's
rights and obligations under this Lease.

    27.14 Entire Agreement. This Lease, the exhibits
and addenda, if any, contain the entire agreement
between Landlord and Tenant. No promises or
representations, except as contained in this Lease,
have been made to Tenant respecting the condition or
the manner of operating the Premises, the Building, or
the project.

    27.15 Captions. The captions of the various
articles and sections of this Lease are for convenience
only and do not necessarily define, limit, describe, or
construe the contents of such articles and sections.

    27.16 Notice of Landlord's Default. In the event of
any alleged default in the obligation of Landlord under
this Lease, Tenant will deliver to Landlord written
notice listing the reasons for Landlord's default and
Landlord will have thirty (30) days following receipt
of such notice to cure such alleged default or, in the
event the alleged default cannot reasonably be cured
within a thirty (30)-day period, to commence action and
proceed diligently to cure such
<PAGE>
alleged default. A copy of such notice to Landlord will
be sent to any holder of a mortgage or other
encumbrance on the Building or project of which Tenant
has been notified in writing, and any such holder will
also have the same time periods to cure such alleged
default.

    27.17 Authority. Tenant and the party executing
this Lease on behalf of Tenant represent to Landlord
that such party is authorized to do so by requisite
action of the board of directors or partners, as the
case may be, and agree upon request to deliver to
Landlord a resolution or similar document to that
effect.

    27.18 Brokers. Landlord and Tenant respectively
represent and warrant to each other that neither of
them has consulted or negotiated with any broker or
finder with regard to the Premises except the Broker
named in Article 1.1(q), if any. Each of them will
indemnify the other against and hold the other harmless
from any claims, demands, actions, liabilities,
damages, costs and expenses (including reasonable
attorneys' fees), fees or commissions arising from
either:

    (a) A claim for a fee or commission made by any
broker other than the Broker claiming to have acted by
or on behalf of Tenant in connection with the Lease; or
    (b) A claim of, or right to, lien under the
Statutes of the state of Kansas relating to real estate
broker liens, with respect to any such broker other
than the Broker.

    27.19 Governing Law. This Lease will be governed by
and construed pursuant to the laws of the state of
Kansas.

    27.20 No Easements for Air or Light. Any diminution
or shutting off of light, air, or view by any structure
that may be erected on lands adjacent to the Building
will in no way affect this Lease or impose any
liability on Landlord.

    27.21 Tax Credits. Landlord is entitled to claim
all tax credits and depreciation attributable to
leasehold improvements in the Premises. Promptly after
Landlord's demand, Landlord and Tenant will prepare a
detailed list of the leasehold improvements and
fixtures and their respective costs for which Landlord
or Tenant has paid. Landlord will be entitled to all
credits and depreciation for those items for which
Landlord has paid by means of any Tenant finish
allowance or otherwise. Tenant will be entitled to any
tax credits and depreciation for all items for which
Tenant has paid with funds not provided by Landlord.

    27.22 Relocation of the Premises. Intentionally
deleted.

    27.23 Financial Reports. Not more than once during
any calendar year and within fifteen (15) days after
Landlord's request, Tenant will furnish Tenant's most
recent audited financial statements (including any
notes to them) to Landlord, or, if no such audited
statements have been prepared, such other financial
statements (and notes to them) as may have been
prepared by an independent certified public accountant
in accordance with generally accepted accounting
principles. Landlord will not disclose any aspect of
Tenant's financial statements that Tenant designates to
Landlord as confidential except (a) to Landlord's
<PAGE>
lenders or prospective purchasers of the Building or
project, (b) in litigation between Landlord and Tenant,
and (c) if required by court order.

    27.24 Landlord's Fees. Whenever Tenant requests
Landlord to take any action or give any consent
required or permitted under this Lease, Tenant will
reimburse Landlord for all of Landlord's reasonable
costs incurred in reviewing the proposed action or
consent, including without limitation reasonable
attorneys', engineers' or architects' fees, within ten
(10) days after Landlord's delivery to Tenant of a
statement of such costs. Tenant will be obligated to
make such reimbursement without regard to whether
Landlord consents to any such proposed action.

    27.25 Binding Effect. The covenants, conditions,
and agreements contained in this Lease will bind and
inure to the benefit of Landlord and Tenant and their
respective heirs, distributees, executors,
administrators, successors, and, except as otherwise
provided in this Lease, their assigns.

    28.26 Attorney's Fees. If either Landlord or Tenant
commences, engages in, or threatens to commence or
engage in any legal action or proceeding against the
other party (including, without limitation, litigation
or arbitration) arising of or in connection with the
Lease, the Premises, or the Building (including,
without limitation a) the enforcement or interpretation
of either party's rights or obligations under this
Lease (whether in contract, tort, or both) or b) the
declaration of any rights or obligations under this
Lease), the prevailing party shall be entitled to
recover from the losing party reasonable attorney's
fees, together with any costs and expenses, incurred in
any such action or proceeding, including any attorney's
fees , costs, and expenses incurred on collection and
on appeal.

    28.27 Landlord and Tenant are parties to that
certain Office Lease dated September 24, 1994, which
was amended by First Amendment to Lease dated March 2,
1995, and Second Amendment to Lease dated May 15, 1996,
relating to the Premises (the "Original Lease"). This
Lease supersedes the Original Lease, and upon its
expiration the Original Lease shall be of no force and
effect.

    Landlord and Tenant have executed this Lease as of
the day and year first above written.

VANGUARD AIRLINES, INC.

Date:  July 15, 1999

By:  /s/ Brian S. Gillman
Printed Name: Brian S. Gillman
Its: Vice President and General Counsel



THE GERSON COMPANY
Date:  July 15, 1999
By:  /s/ John C. Hjalmarson
Printed Name: John C. Hjalmarson
Its: Co-President
<PAGE>
                     EXHIBIT A
                   THE PREMISES
<PAGE>
                      EXHIBIT B
         LEGAL DESCRIPTION  OF THE LAND
                   7000 Squibb Road

All that part of the SW 1/4 of Section 8, Township 12,
Range 25, now in the City of Mission, Johnson County,
Kansas, more particularly described as follows:
Commencing at the Southwest corner of the SW 1/4 of
said Section 8; thence N 0 degrees E along the West
line of the SW 1/4 of the SW 1/4 of said Section 8 a
distance of 861.27 feet; thence N 90 degrees E a
distance of 138.36 feet, to a point on the Easterly
right-of-way line of U.S. Highway No. 69, as now
established and 464.50 feet South of the North line of
the SW 1/4 of the SW 1/4 of said Section 8, said point
also being the true point of beginning of subject
tract; thence S 89 degrees 45' 11" E along a line
464.50 feet South and parallel to the North line of the
SW 1/4 of the SW 1/4 of said Section 8, a distance of
418.32 feet; thence S 0 degrees 14" 49" W along a line
perpendicular to the last described course a distance
of 332.82 feet; thence S 22 degrees 32' 54" W a
distance of 192.22 feet to a point on the Northerly
rightof-way line of U.S. Highway No. 50, as now
established; thence N 67 degrees 27' 06" W along the
Northerly right-of-way line of said U.S. Highway No. 50
a distance of 360 feet, to a point on the Easterly
right-ofway line of said U.S. Highway No. 69; thence N
1 degree 38' 14" W along the Easterly right-of-way line
of said U.S. Highway No. 69 a distance of 374.25 feet,
to the true point of beginning of subject tract
<PAGE>
                    EXHIBIT C
                 RULES AND REGULATIONS
  1. Landlord may from time to time adopt appropriate
systems and procedures for the security or safety of
the Building, any persons occupying, using, or entering
the Building, or any equipment, finishings, or contents
of the Building, and Tenant will comply with Landlord's
reasonable requirements relative to such systems and
procedures.
  2. The sidewalks, halls, passages, exits, entrances,
elevators, and stairways of the Building will not be
obstructed by Tenant or used by any of them for any
purpose other than for ingress to and egress from their
respective Premises. The halls, passages, exits
entrances, elevators, escalators, and stairways are not
for the general public, and Landlord will in all cases
retain the right to control access to such halls,
passages, exits, entrances, elevators, and stairways of
all persons whose presence in the judgment of Landlord
would be prejudicial to the safety, character,
reputation, and interests of the Building and its
Tenants, provided that nothing contained in these rules
and regulations will be construed to prevent such
access to persons with whom any Tenant normally deals
in the ordinary course of its business, unless such
persons are engaged in illegal activities. No Tenant
and no employee or invitee of any Tenant will go upon
the roof of the Building. No Tenant will be permitted
to place or install any object (including without
limitation radio and television antennas, loudspeakers,
sound amplifiers, microwave dishes, solar devices or
similar devices) on the exterior of the Building or on
the roof of the Building.
  3. No sign, placard, picture, name, advertisement, or
written notice visible from the exterior of Tenant's
Premises will be inscribed, painted, affixed, or
otherwise displayed by Tenant on any part of the
Building or the Premises without the prior written
consent of Landlord. Landlord will adopt and furnish to
Tenant general guidelines relating to signs inside the
Building on the office floors. Tenants agrees to
conform to such guidelines. All approved signs or
lettering on doors will be printed, painted, affixed,
or inscribed at the expense of the Tenant by a person
approved by Landlord. Other than draperies expressly
permitted by Landlord and Building standard mini-
blinds, material visible from outside the Building will
not be permitted. In the event of the violation of this
rule by Tenant, Landlord may remove the violating items
without any liability, and may charge the expense
incurred by such removal to the Tenant or Tenants
violating this rule.
  4. No cooking will be done or permitted by any Tenant
on the Premises, except in the areas of the Premises
which are specially constructed for cooking and except
that use by the Tenant of microwave ovens and
Underwriters' Laboratory approved equipment for brewing
coffee, tea, hot chocolate, and similar beverages will
be permitted, provided that such use is in accordance
with all applicable federal, state and city laws,
codes, ordinances, rules, and regulations.
  5. No Tenant will employ any person or persons other
than the cleaning service of Landlord for the purpose
<PAGE>
of cleaning the Premises, unless otherwise agreed to
by Landlord in writing. Except with the written consent
of Landlord, no person or persons other than those
approved by Landlord will be permitted to enter the
Building for the purpose of cleaning it. No Tenant will
cause any unnecessary labor by reason of such Tenant's
carelessness or indifference in the preservation of
good order and cleanliness. Should Tenant's actions
result in any increased expense for any required
cleaning, Landlord reserves the right to assess Tenant
for such expenses.
  6. The toilet rooms, toilets, urinals, wash bowls and
other plumbing fixtures will not be used for any
purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other
foreign substances will be thrown in such plumbing
fixtures. All damages, resulting from any misuse to the
fixtures will be borne by the Tenant who, or whose
servants, employees, agents, visitors, or licensees,
caused the same.
  7. No Tenant will in any way deface any part of the
Premises or the Building of which they form a part. In
those portions of the Premises where carpet has been
provided directly or indirectly by Landlord, Tenant
will at its own expense install and maintain pads to
protect the carpet under all furniture having casters
other than carpet casters.
  8. No Tenant will alter, change, replace, or re-key
any lock or install an new lock or a knocker on any
door of the Premises. Landlord, its agents, or
employees will retain a pass (master) key too all door
locks on the Premises. Any new door locks required by
Tenant or any change in keying of existing locks will
be installed or changed by Landlord following Tenant's
written request to Landlord and will be at Tenant's
expense. All new locks and re-keyed locks will remain
operable by Landlord's pass (master) key. Landlord will
furnish each Tenant, free of charge, with two (2) keys
to each door lock on the Premises and two (2) Building
access keys. Landlord will have the right to collect a
reasonable charge for additional keys requested by any
Tenant. Each Tenant, upon termination of its tenancy,
will deliver to Landlord all keys and access cards for
the Premises and Building that have been furnished to
such Tenant.
  9. The elevator designated for freight by Landlord
will be available for use by all Tenants in the
Building during the hours and pursuant to such
procedures as Landlord may determine from time to time.
The persons employed to move Tenant's equipment,
material, furniture, or other property in or out of the
Building must be acceptable to Landlord. The moving
company must be a locally recognized professional
mover, whose primary business is the performing of
relocation services, and must be bonded and fully
insured. A certificate or other verification of such
insurance must be received and approved by Landlord
prior to the start of any moving operations. Insurance
must be sufficient, in Landlord's sole opinion, to
cover all personal liability, theft or damage to the
Building, including bur not limited to floor coverings,
doors, walls, elevators, stairs, foliage, and
landscaping. Special care must be taken to prevent
damage to foliage and landscaping during adverse
weather. All moving operations will be conducted at
such times and in such a manner as Landlord will
direct, and all moving will take place during
nonbusiness hours unless Landlord agrees in writing
otherwise. Tenant will be responsible for the provision
of Building security during all moving operations, and
will be liable for all losses and
<PAGE>
damages sustained by any party as a result of the
failure to supply adequate security. Landlord will have
the right to prescribe the weight, size, and position
of all equipment, materials, furniture, or other
property brought into the Building. Heavy objects will,
if considered necessary by Landlord, stand on wood
strips of such thickness as is necessary to properly
distribute the weight. Landlord will not be responsible
for loss of or damage to any such property from any
cause, and all damage done to the Building by moving or
maintaining such property will be repaired at the
expense of Tenant. Landlord reserves the right to
inspect all such property which violates any of these
rules and regulations or the Lease of which these rules
and regulations are a part. Supplies, goods, materials,
packages, furniture, and all other items of every kind
delivered to or taken from the Premises will be
delivered or removed through the entrance and route
designated by Landlord, and Landlord will not be
responsible for the loss or damage of any such property
unless such loss or damage results from the negligence
of Landlord, its agents, or employees.
  10. No Tenant will use or keep in the Premises or the
Building any kerosene, gasoline, or inflammable or
combustible or explosive fluid or material or chemical
substance other than the limited quantities of such
materials or substances reasonable necessary for the
operation and maintenance of office equipment or
limited quantities of cleaning fluids and solvents
required in Tenant's normal operations in the Premises.
Without Landlord's prior written approval, no Tenant
will use any method of heating or air conditioning
other than that supplied by Landlord. No Tenant will
use or keep or permit to be used or kept any foul or
noxious gas or substance in the Premises.
  11. Landlord will have the right, exercisable upon
written notice and without liability to Tenant, to
change the name and street address of the Building,
provided however, Tenant shall have the option to
terminate this Lease if the name of the Building is
changed to refer to a competitor of Tenant.
  12. Landlord will have the right to prohibit any
advertising by Tenant mentioning the Building that, in
Landlord's reasonable opinion, tends to impair the
reputation of the Building or its desirability as a
Building for offices, and upon written notice from
Landlord, Tenant will refrain from or discontinue such
advertising.
  13. Tenant will not bring any animals (except "Seeing
Eye' dogs) or birds into the Building, and will not
permit bicycles or other vehicles inside or on the
sidewalks outside the Building except in areas
designated from time to time by Landlord for such
purposes.
  14. All persons entering or leaving the Building
between the hours of 6 p.m. and 7 a.m. Monday though
Friday, and at all hours on Saturdays, Sundays, and
holidays will comply with such off-hours regulations as
Landlord may establish and modify from time to time.
Landlord reserves the right to limit reasonable or
restrict access to the Building during such time
periods.

  15. Each Tenant will store all its trash and garbage
within the Premises. No materials will be placed in the
trash boxes or receptacles if such material is of such
nature that it may not be disposed of in the ordinary
and customary manner of removing and disposing of trash
and garbage without being in violation of any law or
ordinance governing such disposal. All garbage and
refuse disposal will be made only through entryways and
elevators provided for such purposes and at such times
as Landlord designates. Removal of any furniture or
furnishings, large equipment, packing crates, packing
materials, and boxes will be the responsibility of each
Tenant and such items may not be disposed of in the
Building trash receptacles nor will they be removed by
the Building's janitorial service, except at Landlord's
sole option and at the Tenant's expense. No furniture,
appliances, equipment, or flammable products of any
type may be disposed of in the Building trash
receptacles.
<PAGE>
  16. Canvassing, peddling, soliciting, and
distributing handbills or any other written materials
in the Building are prohibited, and each Tenant will
cooperate to prevent the same.
  17. The requirements of the Tenants will be attended
to only upon application by written, personal, or
telephone notice at the office of the Building.
Employees of Landlord will not perform any work or do
anything outside of their regular duties unless under
special instructions from Landlord.
  18. A directory of the Building will be provided for
the display of the name and location of Tenants only
and such reasonable number of the principal officers
and employees of Tenant as Landlord in its sole
discretion approves, but Landlord will not in any event
be obligated to furnish more than one (1) directory
strip for each 2,500 square feet of rentable area in
the Premises. Any additional name(s) that Tenant
desires to place in such directory must first be
approved by Landlord, and if so approved, Tenant will
pay to Landlord a charge, set by Landlord, for each
such additional name. All entries on the Building
directory display will conform to standards and style
set by Landlord in its sole discretion. Space on any
exterior signage will be provided in Landlord's sole
discretion. No Tenant will have any right to the use of
any exterior sign.
  19. Tenant will see that the doors of the Premises
are closed and locked and that all water faucets, water
apparatus, and utilities are shut off before Tenant or
Tenant's employees leave the Premises, so as to prevent
the waste or damage, and for any default or
carelessness in this regard Tenant will make good all
injuries sustained by other Tenants or occupants of the
Building or Landlord. On multiple-tenancy floors, all
Tenants will keep the doors of the Building corridors
closed at all times except for ingress and egress.
  20. Tenant will not conduct itself in any manner that
is inconsistent with the character of the Building as a
first quality building or that will impair the comfort
and convenience of other Tenants in the Building.
  21. Neither Landlord nor any operator of the parking
areas within the project, as the same are designated
and modified by Landlord, in its sole discretion, from
time to time (the "parking areas") will be liable for
loss of or damage to any vehicle or any contents of
such vehicle or accessories to any such vehicle, or any
property left in any of the parking areas, resulting
from fire, theft, vandalism, accident, conduct of other
users of the parking areas and other persons, or any
other casualty or cause. Further, Tenant understands
and agrees that: (a) Landlord will not be obligated to
provide any traffic control,
<PAGE>
security protection or operator for the parking areas;
(b) Tenant uses the parking areas at its own risk; and
(c) Landlord will not be liable for personal injury or
death, or theft, loss of, or damage to property.
 22. Tenant (including Tenant's employees, agents,
invitees, and visitors) will use the parking spaces
solely for the purposes of parking passenger model
cars, small vans, and small trucks and will comply in
all respects with any rules and regulations that may be
promulgated by Landlord from time to time with respect
to the parking areas. The parking areas may be used by
Tenant, its agents, or employees, for occasional
overnight parking of vehicles. Tenant will ensure that
any vehicle parked in any of the parking spaces will be
kept in proper repair and will not leak excessive
amounts of oil or grease or any amount of gasoline. If
any of the parking spaces are at any time used (a) for
any purpose other than parking as provided above; (b)
in any way or manner reasonably objectionable to
Landlord; or (c) by Tenant after default by Tenant
under the Lease, Landlord, in addition to any other
rights otherwise available to Landlord, may consider
such default an event of default under the Lease.
  23. Tenant's right to use the parking areas will be
in common with other Tenants of the project and with
other parties permitted by Landlord to use the parking
areas. Landlord reserves the right to assign and
reassign, from time to time, particular parking spaces
for use by persons selected by Landlord, provided that
Tenant's rights under the Lease are preserved. Landlord
will not be liable to Tenant for any unavailability of
Tenant's designated spaces, if any, nor will any
unavailability entitle Tenant to any refund, deduction,
or allowance. Tenant will not park in any numbered
space or any space designated as: RESERVED,
HANDICAPPED, VISITORS ONLY, or LIMITED TIME PARKING (or
similar designation).
  24. If the parking areas are damaged or destroyed, or
if the use of the parking areas is limited or
prohibited by any governmental authority, or the use or
operation of the parking areas is limited or prevented
by strikes or other labor difficulties or other causes
beyond Landlord's control, Tenant's inability to use
the parking spaces will not subject Landlord or any
operator of the parking areas to any liability to
Tenant and will not relieve Tenant of any of its
obligations under the Lease and the Lease will remain
in full force and effect.
  25. Tenant has no right to assign or sublicense any
of its rights in the parking spaces, except as part of
a permitted assignment or sublease of the Lease;
however, Tenant may allocate the parking spaces among
its employees.
  26. Tenant may not repair (except for emergency
repairs necessary for removal of the vehicle), wash or
detail automobiles in the parking areas.
  27. No act or thing done or omitted to be done by
Landlord or Landlord's agent during the Lease Term of
the Lease in connection with the enforcement of these
rules and regulations will constitute an eviction by
Landlord if any Tenant nor will it be deemed an
acceptance of surrender of the Premises by any Tenant,
and no agreement to accept such termination or
surrender will be valid unless in a writing signed by
Landlord. The delivery of keys to any employee or agent
of Landlord will not operate as a termination of
<PAGE>
the Lease or a surrender of the Premises unless such
delivery of keys is done in connection with a written
instrument executed by Landlord approving the
termination or surrender.
  28. In these rules and regulations, Tenant includes
the employees, agents, invitees, and licensees of
Tenant and others permitted by Tenant to use or occupy
the Premises.

  29. Landlord may waive any one or more of these rules
and regulations for the benefit of any particular
Tenant or Tenants, but no such waiver by Landlord will
be construed as a waiver of such rules and regulations
in favor of any other Tenant or Tenants, nor prevent
Landlord from enforcing any such rules and regulations
against any or all of the Tenants of the Building after
such waiver.
  30. These rules and regulations are in addition to,
and will not be construed to modify or amend, in whole
or in part, the terms, covenants, agreements, and
conditions of the Lease.
<PAGE>
                       EXHIBIT D
                 WORKLETTER AGREEMENT

LANDLORD: THE GERSON COMPANY
TENANT: VANGUARD AIRLINES, INC.

This Workletter Agreement (Agreement) supplements that
certain Lease by and between Landlord and Tenant, with
the terms defined in the Lease to have the same
definition where used herein.

1. Provided Tenant is not in default of the Lease,
Landlord shall provide Tenant with a tenant finish
allowance ("Tenant Improvement Allowance") of up to
27,564.00 dollars (i.e. 3.00 dollars per rentable
square foot of the Premises) to improve the Premises.
Any improvements or modifications to the
Premises that exceed 27,564.00 dollars
shall be at Tenant's expense. Tenant shall have the
option to construct said improvements and Landlord will
reimburse Tenant for the costs thereof, up to, but not
exceeding the Tenant Improvement Allowance. Landlord
will release the Tenant Improvement allowance no later
than thirty (30) days following the end of the month
when Tenant presents copies of invoices and evidence of
payment thereof. Tenant shall have the right to
commence completion of the improvements and effect
completion prior to October 15, 1999.

2. All finished work shall require the installation of
new materials in quality equal to or greater than
Building Standard materials. Such work shall be done in
compliance with the following:
  (a) No such work shall proceed without Landlord's
prior approval of:
    (1) Tenant's contractor
    (2) certificates of insurance for public liability,
automobile liability and property damage, and workmen's
compensation as required, endorsed to show Landlord as
an additional insured; and
    (3) detailed plans and specifications for such
work.
  (b) All such work shall be done in compliance with
all applicable building codes and regulations. Any work
not acceptable to any governmental authority having
jurisdiction over such work, or not reasonably
satisfactory to Landlord, shall be promptly replaced at
Tenant's expense. Notwithstanding any failure to object
to such work, Landlord shall have no responsibility
therefor.