MEMORANDUM CONFIRMING TERM

     THIS MEMORANDUM ("Memorandum") is made as of August 28, 1998 between CB
SANLANDO CENTER, INC., a Delaware corporation, ("Landlord"), and Maglio, Inc.
("Tenant"), pursuant to that certain Lease Agreement between Landlord and Tenant
dated as of May 28, 1998 (the "Lease") for the premises located at 2180 West
State Road 434, Suite 4150, Longwood, Florida 32779 (the "Premises") and more
particularly described in the Lease. All initial-capitalized terms used in this
Memorandum have the meanings ascribed to them in the Lease.

     1.   Landlord and Tenant hereby confirm that:

          (a)  The Commencement Date of the Term is August 1, 1998.

          (b)  The Expiration Date of the Term is July 31, 2003; and

          (c)  The date rental commences under the Lease is August 1, 1998

          (d)  The Rent Schedule referenced in Article 39 is hereby shown as
               follows:

--------------------------------------------------------------------------------
                                        Annual Rent                    Monthly
                               Square       per                      Installment
   Period                      Feet     square foot   Annual Rent      of Rent
--------------------------------------------------------------------------------
Commencement Date: 7/31/99    2,960.00     $17.50     $51,800.00      $4,316.67
--------------------------------------------------------------------------------
8/1/99   -  7/31/2000         2,960.00     $18.00     $53,280.00      $4,440.00
--------------------------------------------------------------------------------
8/1/2000 -  7/31/2001         2,960.00     $18.50     $54,760.00      $4,563.33
--------------------------------------------------------------------------------
8/1/2001 -  7/31/2002         2,960.00     $19.00     $56,240.00      $4,686.67
--------------------------------------------------------------------------------
8/1/2002 -  7/31/2003         2,960.00     $19.75     $58,460.00      $4,871.67
--------------------------------------------------------------------------------

     2.   Tenant hereby confirms that:

          (a)  All commitments, arrangements or understandings made to induce
               Tenant to enter into the Lease have been satisfied;

          (b)  All space and improvements have been completed and furnished in
               accordance with the provisions of the Lease; and

          (c)  Tenant has accepted and is in full and complete possession of the
               Premises.

     3.   This Memorandum shall be binding upon and inure to the benefit of the
          parties and their permitted successors and assigns.


<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Memorandum as of the
date first set forth above.

LANDLORD:                                             TENANT:

CB SANLANDO CENTER, INC.                              MAGLIO, INC.

C/O: RREEF Management Company,
a Delaware Corporation

By:  /s/ Charleen E. L. Burgio                        By:  /s/ Richard J. Maglio
     -------------------------                            ----------------------
     Charleen E. L. Burgio,                                   Richard J. Maglio
     District Manager                                 Title:  President
Dated:  8/28, 1998                                    Dated:  8/24, 1998


<PAGE>

                          [LETTERHEAD THE RREEF FUNDS]

                          TENANT ACCEPTANCE OF PREMISES




TENANT (OR LESSEE) NAME:                    Maglio, Inc.

LANDLORD (OR LESSOR) NAME:                  CB Sanlando Center, Inc. a Delaware
                                            Corporation; c/o RREEF Management
                                            Company, a Delaware Corporation

LEASE REFERENCE DATE:                       May 28, 1998

TERM OF LEASE:                              5 years

ADDRESS OF LEASED PREMISES:                 2180 W SR 434, STE 4150
                                            Longwood, FL  32779

APPROXIMATE SQUARE FOOTAGE:                 2,960

THE ABOVE DESCRIBED PREMISES WERE INITIALLY OCCUPIED AND ACCEPTED BY TENANT ON
August 1, 1998.

THE ABOVE DESCRIBED LEASE TERM BEGINS August 1, 1998 AND EXPIRES July 31, 2003.

          BY: ______________________________________________

          TITLE: ___________________________________________

          DATED: ___________________________________________


<PAGE>

                          [LETTERHEAD THE RREEF FUNDS]


June 29, 1998

Mr. Dick Maglio
Maglio, Inc.
2180 W. SR 434, Suite 4150
Longwood, Florida  32779

Re:  Lease and Lease Termination

Dear Dick:

Enclosed please find one fully executed original of each of the above documents
for your files.

We are pleased that you have expanded and renewed your lease, and look forward
to a mutually rewarding relationship over the next five years.

Please do not hesitate to contact me should you have any questions.

Sincerely,

/s/ Karen S. Padgett

Karen S. Padgett
Building Manager

ksp
enclosure


<PAGE>


                           LEASE TERMINATION AGREEMENT


     THIS AGREEMENT is made as of May 28, 1998, by and between CB SANLANDO
CENTER, INC. ("Landlord"), successor in interest to Turner Development
Corporation ("Turner"), and MAGLIO INC., formerly known as R.J. Maglio &
Associates, Inc. ("Tenant"), with respect to certain premises located in the
building (the "Building") commonly known as 2180 Sanlando Center, Longwood,
Florida.

     1. RECITALS. This agreement is made with reference to the following facts
and objectives:

     (a)  Turner and Tenant entered into a written Lease dated August 12, 1991
          for Suite 2160 of the Building, as amended by Amendment No. 1 dated
          August 28, 1991 (changed suite number to 2158), Amendment Number 2
          dated April 26, 1994 (changed expiration date to June 30, 1999 and
          leased premises to suite 4150), Amendment Number 3 dated February 7,
          1995 (changed square footage to 2,091) and Amendment Number 4 dated
          August 4, 1995 and a letter dated January 8, 1997 (advising Landlord
          that Tenant's name had changed to Maglio, Inc.) said Lease, Amendments
          and letter collectively, the "Lease"), pursuant to which Turner leased
          to Tenant leased from Turner, premises consisting of approximately
          2,091 square feet in Suite 4150 of the Building (the "Premises").

     (b)  Landlord acquired all of Turner's right, title and interest in and to
          the Lease.

     (c)  The term of the Lease is scheduled to expire on June 30, 1999.

     (d)  Landlord and Tenant wish to provide for the earlier termination of the
          Lease and to stipulate as to the payment due on termination, all on
          the terms and conditions stated herein.

     (e)  Now, therefore, in consideration of the mutual promises herein
          contained and the detriments to be suffered by each of the parties,
          the parties wish to terminate the Lease within the time period
          provided in this Agreement, and so that Landlord and Tenant can be
          released and discharged from


<PAGE>

          further performance of the Lease provisions, except as otherwise
          provided herein.

     2. TERMINATION DATE. Provided that Tenant shall have complied with all of
its covenants and agreements under the Lease and hereunder the Lease shall
terminate as of July 31, 1998 ("Termination Date"), in the same manner and with
the same effect as if that date had been originally fixed in the Lease for the
expiration of the term, conditioned on the performance by the parties of the
provisions of this Agreement.

     3. OUTSTANDING RENT AND OTHER CHARGES. Tenant shall pay to Landlord all
rent and other charges as specified in the Lease through the Termination Date.
Any charges which cannot be ascertained prior to the Termination Date shall be
estimated by Landlord and Tenant shall pay such estimated amount. All such
amounts shall be used and held by Landlord for payment of such obligations of
Tenant, with Tenant being liable for any additional costs upon demand by
Landlord, or with any excess to be returned to Tenant after all such obligations
have been determined and satisfied.

     4. OPTIONS. Any options of Tenant to renew the Lease, whether or not
exercised prior to the date hereof, are null and void and of no further effect.

     5. REPRESENTATION OF PARTIES. Each party represents that it has not made
any assignment, sublease, transfer, conveyance, or other disposition of the
Lease, or interest in the Lease, or any claim, demand, obligation, liability,
action, or cause of action arising from the Lease, and that it has full right,
power and authority to enter into this Agreement.

     6. ATTORNEY'S FEES. If either party commences an action against the other
party arising out of or in connection with this Agreement, the prevailing party
shall be entitled to recover from the non-prevailing party reasonable attorney's
fees and cost of suit.

     7. FURTHER ASSURANCES. Each party agrees to cooperate with the other and to
execute and deliver all such further instruments and documents and do all such
further acts and things as such party may be reasonably requested to do from
time to time by the other party in order to carry out the provisions and
objectives of this Agreement.

     8. SUCCESSORS. This Agreement shall be binding on and insure to the benefit
of the parties and their successors.

     9. LANDLORD NOT BOUND. Submission of this Agreement to Tenant shall not be
deemed to be an offer. Landlord shall not be bound by this Agreement, and the
Lease shall

                                       2

<PAGE>


remain in full force and effect without reference to this Agreement, until it
has received a copy hereof duly executed by Tenant and has delivered to Tenant a
copy hereof duly executed by Landlord, and until such delivery Landlord reserves
the right to nullify this Agreement.

     10. LIMITATION OF LANDLORD'S LIABILITY. Redress for any claims against
Landlord under the Lease or this Agreement shall only be made against Landlord
to the extent of Landlord's interest in the Building of which the leased
Premises are a part. The obligations of Landlord under the Lease and this
Agreement are not intended to and shall not be personally binding on, nor shall
any resort be had to the private properties of, any of its trustees or board of
directors and officers, as the case may be, its investment manager, the general
partners thereof, or any beneficiaries, stockholders, employees, or agents of
Landlord or the investment manager.

     11. EQUIPMENT REMOVAL. Within fifteen (15) days after the Termination Date,
Tenant must, at its sole cost and expense, properly remove all of Tenant's
antenna, satellite dish and broadcasting equipment from the roof of the Building
and repair and restore the roof of the Building to its original condition,
reasonable wear and tear excepted (collectively "Equipment Removal").

     12. MUTUAL RELEASE. Tenant and Landlord shall have, as of the Termination
Date, no further obligation to each other under the Lease, except for
obligations ("Surviving Obligations") which are expressly provided for herein or
which by their nature would survive the


                                       3

<PAGE>

scheduled termination of the Lease (including, without limitation and by way of
example, indemnification for claims accrued prior to Lease termination), and
each party hereby releases the other party from any liability, claims or damages
arising out of or related to the Lease, excluding Surviving Obligations.

     This Agreement is executed as of the day and year first written above.

LANDLORD:                                           TENANT:

CB SANLANDO CENTER, INC.                            MAGLIO, INC.

By:  RREEF Management Company, a
Delaware corporation

By:  /s/ Charleen E. L. Burgio                      By:  /s/ Richard J. Maglio
     -------------------------                           --------------------
     Charleen E. L. Burgio, District Manager
                                                    Title:  President

Dated:  6/18, 1998                                  Dated:  June 10, 1998

Witnesses:                                          Witnesses:
/s/ Karen S. Padgett                                /s/ Sonia [ILLEGIBLE]
----------------------------                        ------------------------
/s/ Carolyn S. Gaston                               /s/ Connie Paterson
----------------------------                        ------------------------


                                      4

<PAGE>


                                      LEASE

                            -------------------------

                            CB SANLANDO CENTER, INC.,

                                    Landlord

                                       and

                                  MAGLIO, INC.,

                                     Tenant


<PAGE>


                                TABLE OF CONTENTS

Article                                                                     Page

1. USE AND RESTRICTIONS ON USE ............................................    1

2. TERM ...................................................................    1

3. RENT ...................................................................    2

4. RENT ADJUSTMENTS .......................................................    2

5. SECURITY DEPOSIT .......................................................    3

6. ALTERATIONS ............................................................    4

7. REPAIR .................................................................    4

8. LIENS ..................................................................    5

9. ASSIGNMENT AND SUBLETTING ..............................................    5

10.INDEMNIFICATION ........................................................    6

11.INSURANCE ..............................................................    6

12.WAIVER OF SUBROGATION ..................................................    7

13.SERVICES AND UTILITIES .................................................    7

14.HOLDING OVER ...........................................................    7

15.SUBORDINATION ..........................................................    8

16.RULES AND REGULATIONS ..................................................    8

17.REENTRY BY LANDLORD ....................................................    8

18.DEFAULT ................................................................    8

19.REMEDIES ...............................................................    9

20.TENANT'S BANKRUPTCY OR INSOLVENCY ......................................   11

21.QUIET ENJOYMENT ........................................................   12

22.DAMAGE BY FIRE, ETC ....................................................   12

23.EMINENT DOMAIN .........................................................   13

24.SALE BY LANDLORD .......................................................   13

25.ESTOPPEL CERTIFICATES ..................................................   13

26.SURRENDER OF PREMISES ..................................................   13

27.NOTICES ................................................................   14

28.TAXES PAYABLE BY TENANT ................................................   14

29.RELOCATION OF TENANT ...................................................   14

30.DEFINED TERMS AND HEADINGS .............................................   14

31.TENANT'S AUTHORITY .....................................................   14

32.COMMISSIONS ............................................................   15


                                        i



<PAGE>



33.TIME AND APPLICABLE LAW ................................................   15

34.SUCCESSORS AND ASSIGNS .................................................   15

35.ENTIRE AGREEMENT .......................................................   15

36.EXAMINATION NOT OPTION .................................................   15

37.RECORDATION ............................................................   15

38.LIMITATION OF LANDLORD'S LIABILITY .....................................   15

39.RENT SCHEDULE ..........................................................   16

40.PARKING ................................................................   16

41.RADON GAS ..............................................................   16

   EXHIBIT A  -  PREMISES
   EXHIBIT B  -  INITIAL ALTERATIONS
   EXHIBIT C  -  RULE AND REGULATIONS


                                       ii


<PAGE>


                             GROSS (BY) OFFICE LEASE
                                 REFERENCE PAGE


BUILDING:                          2180 Sanlando Center
                                   2180 West State Road 434
                                   Longwood, Florida 32779

LANDLORD:                          CB Sanlando Center, Inc.,
                                   a Delaware corporation

LANDLORD'S ADDRESS:                c/o RREEF Management Company
                                   100 South Ashley Drive, Suite 290
                                   Tampa, Florida 33602

LEASE REFERENCE DATE:              May 28, 1998

TENANT:                            Maglio, Inc.

TENANT'S ADDRESS:                  2180 SR 434, Suite 4150, Longwood, FL  32779

PREMISES IDENTIFICATION:           Suites Number 4150 and 4158
                                   (for outline of Premises see Exhibit A)

PREMISES RENTABLE AREA:            Approximately 2,960 sq. ft.

SCHEDULED COMMENCEMENT DATE:       August 1, 1998

TERMINATION DATE:                  July 31, 2003

TERM OF LEASE:                     Five (5) years beginning on the Commencement
                                   Date and ending on the Termination Date
                                   (unless sooner terminated pursuant
                                   to the Lease)

INITIAL ANNUAL RENT (Article 3):   See Rent Schedule, Article 39

INITIAL MONTHLY INSTALLMENT
OF ANNUAL RENT (Article 3):        See Rent Schedule, Article 39

BASE YEAR (DIRECT EXPENSES):       1998

BASE YEAR (TAXES):                 1998

TENANT'S PROPORTIONATE SHARE:      1.83%

SECURITY DEPOSIT:                  $5,846.00



                                       iii



<PAGE>



ASSIGNMENT/SUBLETTING FEE:         $500.00

REAL ESTATE BROKER DUE             PM Realty Group, Inc., representing Landlord
COMMISSION:

The Reference Page information is incorporated into and made a part of the
Lease. In the event of any conflict between any Reference Page information and
the Lease, the Lease shall control. This Lease includes Exhibits A through C,
all of which are made a part of this Lease.

LANDLORD:                                     TENANT:

CB SANLANDO CENTER, INC.                      MAGLIO, INC.

By:  RREEF Management Company,
     a Delaware corporation

By:  /s/ Charleen E. L. Burgio                By:  /s/ Richard J. Maglio
     --------------------------                    -----------------------
     Charleen E. L. Burgio,                          Richard J. Maglio
     District Manager                         Title: President

Dated:  6/18, 1998                            Dated: June 10, 1998

Witnesses:                                    Witnesses:

/s/ Karen S. Padgett                          /s/ Sonia [ILLEGIBLE]
-------------------------                     ---------------------
/s/ Carolyn S. Gaston                        /s/ Connie Patterson
-------------------------                     ---------------------


                                       iv


<PAGE>


                                      LEASE


     By this Lease Landlord leases to Tenant and Tenant leases from Landlord the
Premises in the Building as set forth and described on the Reference Page. The
Reference Page, including all terms defined thereon, is incorporated as part of
this Lease.

1. USE AND RESTRICTIONS ON USE.

     1.1 The Premises are to be used solely for general office purposes. Tenant
shall not do or permit anything to be done in or about the Premises which will
in any way obstruct or interfere with the rights of other tenants or occupants
of the Building or injure, annoy, or disturb them or allow the Premises to be
used for any improper, immoral, unlawful, or objectionable purpose. Tenant shall
not do, permit or suffer in, on, or about the Premises the sale of any alcoholic
liquor without the written consent of Landlord first obtained, or the commission
of any waste. Tenant shall comply with all governmental laws, ordinances and
regulations applicable to the use of the Premises and its occupancy and shall
promptly comply with all governmental orders and directions for the correction,
prevention and abatement of any violations in or upon, or in connection with,
the Premises, all at Tenant's sole expense. Tenant shall not do or permit
anything to be done on or about the Premises or bring or keep anything into the
Premises which will in any way increase the rate of, invalidate or prevent the
procuring of any insurance protecting against loss or damage to the Building or
any of its contents by the fire or other casualty or against liability for
damage to property or injury to persons in or about the Building or any part
thereof.

     1.2 Tenant  shall not,  and shall not  direct,  suffer or permit any of its
agents,  contractors,  employees,  licensees  or invitees to at any time handle,
use,  manufacture,  store or dispose of in or about the Premises or the Building
any (collectively  "Hazardous Materials")  flammables,  explosives,  radioactive
materials,  hazardous wastes or materials,  toxic wastes or materials,  or other
similar  substances,  petroleum products or derivatives or any substance subject
to  regulation  by or under any  federal,  state and local  laws and  ordinances
relating  to  the  protection  of the  environment  or of  the  keeping,  use or
disposition  of  environmentally  hazardous  materials,  substances,  or wastes,
presently in effect or hereafter adopted, all amendments to any of them, and all
rules  and  regulations  issued  pursuant  to any of  such  laws  or  ordinances
(collectively  "Environmental  Laws"),  nor shall  Tenant  suffer or permit  any
Hazardous  Materials to be used in any manner not fully in  compliance  with all
Environmental  Laws,  in the Premises or the Building  and  appurtenant  land or
allow the  environment  to become  contaminated  with any  Hazardous  Materials.
Notwithstanding the foregoing,  and subject to Landlord's prior consent,  Tenant
may handle,  store,  use or dispose of products  containing  small quantities of
Hazardous  Materials  (such as aerosol cans containing  insecticides,  toner for
copiers,  paints,  paint  remover  and the  like) to the  extent  customary  and
necessary for the use of the Premises for general office purposes; provided that
Tenant  shall  always  handle,  store,  use,  and dispose of any such  Hazardous
Materials in a safe and lawful manner and never allow such  Hazardous  Materials
to  contaminate  the  Premises  or the  Building  and  appurtenances/and  or the
environment.  Tenant shall protect,  defend,  indemnify and hold each and all of
the Landlord  Entities (as defined in Article 30) harmless  from and against any
and all loss,  claims,  liability or costs (including court costs and attorney's
fees)  incurred by reason of any actual or  asserted  failure of Tenant to fully
comply with all applicable Environmental Laws, or the presence, handling, use or
disposition  in or from the  Premises of any  Hazardous  Materials  (even though
permissible  under all applicable  Environmental  Laws or the provisions of this
Lease),  or by  reason  of any  actual or  asserted  failure  of Tenant to keep,
observe, or perform any provision of this Section 1.2.

2. TERM.

     2.1 The Term of this Lease  shall begin on the date  ("Commencement  Date")
which  shall be the  later of the  Scheduled  Commencement  Date as shown on the
Reference  Page and the date that the Landlord  shall tender  possession  of the
Premises to Tenant.  Landlord  shall tender  possession of the Premises with all
the work,  if any, to be  performed  by  Landlord  pursuant to Exhibit B to this
Lease  substantially  completed.  Tenant shall deliver a punch list of items not
completed within 30 days after Landlord  tenders  possession of the Premises and
Landlord  agrees to  proceed  with due  diligence  to  perform  its  obligations
regarding  such items.  Landlord and Tenant shall  execute a memorandum  setting
forth the actual Commencement Date and Termination Date.

     2.2 Tenant agrees that in the event of the inability of Landlord to deliver
possession of the Premises on the Scheduled  Commencement  Date,  Landlord shall
not be liable for any damage resulting from such inability, but Tenant shall not
be liable for any rent until the time when Landlord can, after notice to Tenant,
deliver possession of the Premises to Tenant. No such failure to give possession
on the Scheduled  Commencement Date shall affect the other obligations of Tenant
under this Lease, except that if Landlord is unable to deliver possession of the
Premises within one hundred twenty (120) days of the Scheduled Commencement Date
(other than as a result of strikes,  shortages of  materials or similar  matters
beyond the reasonable  control of Landlord and Tenant is notified by Landlord in
writing as to such delay),  Tenant shall have the option to terminate this Lease
unless said delay is as a result of: (a) Tenant's  failure to agree to plans and
specifications; (b) Tenant's request for materials, finishes or


<PAGE>


installations other than Landlord's standard except those, if any, that Landlord
shall have  expressly  agreed to furnish  without  extension  of time  agreed by
Landlord;  (c)  Tenant's  change  in  any  plans  or  specifications;   or,  (d)
performance  or  completion by a party  employed by Tenant.  If any delay is the
result of any of the foregoing,  the  Commencement  Date and the payment of rent
under this Lease shall be accelerated by the number of days of such delay.

     2.3 In the event  Landlord shall permit Tenant to occupy the Premises prior
to the Commencement  Date, such occupancy shall be subject to all the provisions
of this Lease. Said early possession shall not advance the Termination Date.

3. RENT.

     3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time to
time by paying the Monthly  Installment  of Rent then in effect on or before the
first day of each full  calendar  month  during the Term,  except that the first
month's  rent  shall be paid  upon the  execution  of this  Lease.  The  Monthly
Installment  of Rent in effect at any time  shall be  one-twelfth  of the Annual
Rent in effect at such time.  Rent for any period  during the Term which is less
than a full month shall be a prorated portion of the Monthly Installment of Rent
based upon a thirty (30) day month. Said rent shall be paid to Landlord, without
deduction or offset and without notice or demand, at the Landlord's  address, as
set forth on the Reference  Page, or to such other person or at such other place
as Landlord may from time to time designate in writing.

     3.2 Tenant  recognizes that late payment of any rent or other sum due under
this Lease will  result in  administrative  expense to  Landlord,  the extent of
which additional expense is extremely difficult and economically  impractical to
ascertain.  Tenant  therefore  agrees  that if rent or any other sum is not paid
when due and payable  pursuant to this Lease,  a late charge shall be imposed in
an amount  equal to the greater  of: (a) Fifty  Dollars  ($50.00),  or (b) a sum
equal to five  percent (5%) per month of the unpaid rent or other  payment.  The
amount of the late charge to be paid by Tenant shall be reassessed  and added to
Tenant's   obligation  for  each  successive  monthly  period  until  paid.  The
provisions of this Section 3.2 in no way relieve Tenant of the obligation to pay
rent or other  payments on or before the date on which they are due,  nor do the
terms of this  Section  3.2 in any way affect  Landlord's  remedies  pursuant to
Article 19 of this Lease in the event said rent or other payment is unpaid after
date due.

4. RENT ADJUSTMENTS.

     4.1 For the purpose of this Article 4, the  following  terms are defined as
follows:

          4.1.1 Lease Year:  Each calendar year falling  partly or wholly within
     the Term.

     4.1.2 Direct Expenses: All direct costs of operation,  maintenance,  repair
and  management  of the  Building  (including  the amount of any  credits  which
Landlord  may grant to  particular  tenants of the Building in lieu of providing
any  standard  services or paying any standard  costs  described in this Section
4.1.2 for similar tenants),  as determined in accordance with generally accepted
accounting principles, including the following costs by way of illustration, but
not limitation: water and sewer charges; insurance charges of or relating to all
insurance  policies  and  endorsements  deemed  by  Landlord  to  be  reasonably
necessary  or  desirable   and  relating  in  any  manner  to  the   protection,
preservation,  or operation of the Building or any part thereof;  utility costs,
including,  but not limited to, the cost of heat, light,  power, steam, gas, and
waste disposal;  the cost of janitorial services; the cost of security and alarm
services; window cleaning costs; labor costs; costs and expenses of managing the
Building including management fees; air conditioning maintenance costs; elevator
maintenance  fees and supplies;  material  costs;  equipment costs including the
cost of maintenance, repair and service agreements and rental and leasing costs;
purchase costs of equipment other than capital items; current rental and leasing
costs of items which  would be  amortizable  capital  items if  purchased;  tool
costs;  licenses,  permits and  inspection  fees;  wages and salaries;  employee
benefits and payroll taxes; accounting and legal fees; any sales, use or service
taxes  incurred  in  connection  therewith.  Direct  expenses  shall not include
depreciation or amortization of the Building or equipment in the Building except
as provided herein,  loan principal  payments,  costs of alterations of tenants'
premises,  leasing  commissions,  interest  expenses  on  long-term  borrowings,
advertising  costs or  management  salaries for executive  personnel  other than
personnel  located at the Building.  In addition,  Landlord shall be entitled to
amortize  and  include as an  additional  rental  adjustment:  (i) an  allocable
portion of the cost of capital improvement items which are reasonably calculated
to reduce operating  expenses;  (ii) fire sprinklers and suppression systems and
other life safety systems;  and (iii) other capital  expenses which are required
under any governmental laws, regulations or ordinances which were not applicable
to the  Building  at the  time it was  constructed.  All  such  costs  shall  be
amortized over the reasonable life of such  improvements in accordance with such
reasonable life and amortization schedules as shall be determined by Landlord in
accordance with generally accepted accounting  principles,  with interest on the
unamortized  amount at one  percent  (1%) in excess  of the prime  lending  rate
announced  from time to time as such by The Northern  Trust  Company of Chicago,
Illinois.


                                        2


<PAGE>


          4.1.3  Taxes:  Real  estate  taxes and any other  taxes,  charges  and
     assessments  which are  levied  with  respect to the  Building  or the land
     appurtenant to the Building, or with respect to any improvements,  fixtures
     and equipment or other property of Landlord,  real or personal,  located in
     the Building and used in connection  with the operation of the Building and
     said land,  any  payments  to any  ground  lessor in  reimbursement  of tax
     payments made by such lessor; and all fees,  expenses and costs incurred by
     Landlord in investigating,  protesting, contesting or in any way seeking to
     reduce  or  avoid  increase  in any  assessments,  levies  or the tax  rate
     pertaining  to any Taxes to be paid by Landlord  in any Lease  Year.  Taxes
     shall not include any corporate  franchise,  or estate,  inheritance or net
     income tax, or tax imposed upon any transfer by Landlord of its interest in
     this Lease or the Building.

     4.2 If in any Lease Year, (i) Direct Expenses paid or incurred shall exceed
Direct Expenses paid or incurred in the Base Year (Direct  Expenses) and/or (ii)
Taxes paid or incurred by Landlord in any Lease Year shall  exceed the amount of
such Taxes which became due and payable in the Base Year  (Taxes),  Tenant shall
pay as additional rent for such Lease Year Tenant's  Proportionate Share of such
excess.

     4.3 The annual  determination  of Direct Expenses shall be made by Landlord
and if certified by a nationally  recognized firm of public accountants selected
by Landlord  shall be binding upon  Landlord  and Tenant.  Tenant may review the
books and records  supporting such  determination in the office of Landlord,  or
Landlord's  agent,  during normal business hours,  upon giving Landlord five (5)
days  advance  written  notice  within  sixty  (60) days  after  receipt of such
determination,  but in no event more often than once in any one year period.  In
the event that during all or any portion of any Lease Year,  the Building is not
fully  rented and  occupied  Landlord  may make any  appropriate  adjustment  in
occupancy-related  Direct  Expenses  for such year for the  purpose of  avoiding
distortion  of the amount of such Direct  Expenses to be attributed to Tenant by
reason of  variation  in total  occupancy of the  Building,  by employing  sound
accounting and  management  principles to determine  Direct  Expenses that would
have been paid or incurred by Landlord  had the  Building  been fully rented and
occupied,  and the  amount so  determined  shall be  deemed to have been  Direct
Expenses for such Lease Year.

     4.4 Prior to the actual  determination  thereof for a Lease Year,  Landlord
may from time to time estimate  Tenant's  liability for Direct  Expenses  and/or
Taxes under Section 4.2,  Article 6 and Article 29 for the Lease Year or portion
thereof.  Landlord will give Tenant written  notification  of the amount of such
estimate  and  Tenant  agrees  that it will  pay,  by  increase  of its  Monthly
Installments  of Rent due in such Lease Year,  additional  rent in the amount of
such estimate.  Any such increased rate of Monthly Installments of Rent pursuant
to this Section 4.4 shall remain in effect until further written notification to
Tenant pursuant hereto.

     4.5 When the above mentioned actual determination of Tenant's liability for
Direct  Expenses  and/or  Taxes is made for any Lease Year and when Tenant is so
notified in writing, then:

          4.5.1 If the total  additional  rent Tenant  actually paid pursuant to
     Section 4.3 on account of Direct  Expenses  and/or Taxes for the Lease Year
     is less than Tenant's  liability  for Direct  Expenses  and/or Taxes,  then
     Tenant shall pay such deficiency to Landlord as additional rent in one lump
     sum within thirty (30) days of receipt of Landlord's bill therefor; and

          4.5.2 If the total  additional  rent Tenant  actually paid pursuant to
     Section 4.3 on account of Direct  Expenses  and/or Taxes for the Lease Year
     is more than Tenant's  liability  for Direct  Expenses  and/or Taxes,  then
     Landlord shall credit the differences against the then next due payments to
     be made by Tenant  under this  Article 4. Tenant shall not be entitled to a
     credit by reason of actual Direct  Expenses  and/or Taxes in any Lease Year
     being  less than  Direct  Expenses  and/or  Taxes in the Base Year  (Direct
     Expenses and/or Taxes).

     4.6 If the Commencement  Date is other than January 1 of if the Termination
Date is other than December 31, Tenant's liability for Direct Expenses and Taxes
for the Lease  Year in which said Date  occurs  shall be  prorated  based upon a
three hundred sixty-five (365) day year.

     5.  SECURITY  DEPOSIT.  Tenant  shall  deposit the  Security  Deposit  with
Landlord upon the execution of this Lease. Said sum shall be held by Landlord as
security for the faithful performance by Tenant of all the terms,  covenants and
conditions  of this  Lease  to be kept and  performed  by  Tenant  and not as an
advance rental deposit or as a measure of Landlord's  damage in case of Tenant's
default.  If Tenant  defaults  with  respect  to any  provision  of this  Lease,
Landlord may use any part of the Security Deposit for the payment of any rent or
any other sum in default,  or for the payment of any amount  which  Landlord may
spend or  become  obligated  to spend  by  reason  of  Tenant's  default,  or to
compensate  Landlord for any other loss or damage  which  Landlord may suffer by
reason of Tenant's default.  If any portion is so used, Tenant shall within five
(5) days  after  written  demand  therefor,  deposit  with  Landlord  an  amount
sufficient to restore the Security  Deposit to its original  amount and Tenant's
failure  to do so shall be a  material  breach  of this  Lease.  Except  to such
extent,  if any, as shall be required by law,  Landlord shall not be required to
keep the Security  Deposit separate from its general funds, and Tenant shall not
be entitled to interest on such  deposit.  If Tenant shall fully and  faithfully
perform  every  provision  of this Lease to be  performed  by it,  the  Security
Deposit or any  balance  thereof  shall be returned to Tenant at such time after
termination  of this  Lease when  Landlord  shall  have  determined  that all of
Tenant's obligations under this Lease have been fulfilled.


                                        3


<PAGE>


6. ALTERATIONS.

     6.1 Except for those,  if any,  specifically  provided  for in Exhibit B to
this  Lease,  Tenant  shall  not  make or  suffer  to be made  any  alterations,
additions, or improvements, including, but not limited to, the attachment of any
fixtures or  equipment  in, on, or to the  Premises  or any part  thereof or the
making of any  improvements  as required by Article 7, without the prior written
consent of Landlord.  When applying for such consent, Tenant shall, if requested
by Landlord,  furnish complete plans and  specifications  for such  alterations,
additions and improvements.

     6.2 In the event  Landlord  consents to the making of any such  alteration,
addition  or  improvement  by Tenant,  the same  shall be made using  Landlord's
contractor (unless Landlord agrees otherwise) at Tenant's sole cost and expense.
If Tenant shall employ any Contractor other than Landlord's  Contractor and such
other Contractor or any  Subcontractor of such other Contractor shall employ any
non-union  labor or supplier,  Tenant shall be responsible for and hold Landlord
harmless from any and all delays,  damages and extra costs  suffered by Landlord
as a result of any dispute with any labor  unions  concerning  the wage,  hours,
terms or conditions of the  employment of any such labor.  In any event Landlord
may charge  Tenant a  reasonable  charge to cover its  overhead as it relates to
such proposed work.

     6.3 All alterations,  additions or improvements proposed by Tenant shall be
constructed  in  accordance  with all  government  laws,  ordinances,  rules and
regulations  and Tenant shall,  prior to  construction,  provide the  additional
insurance  required under Article 11 in such case, and also all such  assurances
to  Landlord,  including  but not limited to,  waivers of lien,  surety  company
performance  bonds and  personal  guarantees  of  individuals  of  substance  as
Landlord  shall  require to assure  payment of the costs  thereof and to protect
Landlord  and the  Building  and  appurtenant  land  against  any loss  from any
mechanic's,  materialmen's  or other liens.  Tenant shall pay in addition to any
sums due pursuant to Article 4, any  increase in real estate taxes  attributable
to any such alteration, addition or improvement for so long, during the Term, as
such increase is ascertainable;  at Landlord's  election said sums shall be paid
in the same way as sums due under Article 4.

     6.4 All alterations, additions, and improvements in, on, or to the Premises
made or  installed  by  Tenant,  including  carpeting,  shall be and  remain the
property  of Tenant  during  the Term  but,  excepting  furniture,  furnishings,
movable  partitions  of less than full  height  from floor to ceiling  and other
trade fixtures, shall become a part of the realty and belong to Landlord without
compensation to Tenant upon the expiration or sooner termination of the Term, at
which time title shall pass to  Landlord  under this Lease as by a bill of sale,
unless Landlord elects otherwise.  Upon such election by Landlord,  Tenant shall
upon demand by Landlord,  at Tenant's sole cost and expense,  forthwith and with
all due diligence remove any such alterations,  additions or improvements  which
are  designated by Landlord to be removed,  and Tenant shall  forthwith and with
all due diligence, at its sole cost and expense, repair and restore the Premises
to their  original  condition,  reasonable  wear and tear and  damage by fire or
other casualty excepted.

7. REPAIR.

     7.1 Landlord shall have no obligation to alter, remodel,  improve,  repair,
decorate or paint the Premises,  except as specified in Exhibit B if attached to
this Lease and except that  Landlord  shall repair and  maintain the  structural
portion of the Building, including the basic plumbing, air conditioning, heating
and electrical systems installed or furnished by Landlord.  By taking possession
of the  Premises,  Tenant  accepts  them as being in good order,  condition  and
repair and in the  condition in which  Landlord is obligated to deliver them. It
is hereby understood and agreed that no representations respecting the condition
of the Premises or the Building have been made by Landlord to Tenant,  except as
specifically set forth in this Lease.

     7.2 Tenant shall,  at all times during the Term,  keep the Premises in good
condition  and  repair  excepting  damage  by fire,  or other  casualty,  and in
compliance with all applicable  governmental  laws,  ordinances and regulations,
promptly  complying  with  all  governmental   orders  and  directives  for  the
correction,  prevention and abatement of any violations or nuisances in or upon,
or connected with, the Premises, all at Tenant's sole expense.

     7.3 Landlord  shall not be liable for any failure to make any repairs or to
perform any  maintenance  unless such failure shall persist for an  unreasonable
time after written notice of the need of such repairs or maintenance is given to
Landlord by Tenant.

     7.4 Except as provided in Article 22,  there shall be no  abatement of rent
no  liability  of  Landlord  by reason of any  injury  to or  interference  with
Tenant's  business  arising  from the  making  of any  repairs,  alterations  or
improvements  in or to  any  portion  of the  Building  or  the  Premises  or to
fixtures,  appurtenances and equipment in the Building. Except to the extent, if
any,  prohibited  by law,  Tenant waives the right to make repairs at Landlord's
expense under any law, statute or ordinance now or hereafter in effect.


                                        4


<PAGE>

8. LIENS. Tenant shall keep the Premises,  the Building and appurtenant land and
Tenant's  leasehold  interest in the Premises free from any liens arising out of
any services,  work or materials  performed,  furnished,  or  contracted  for by
Tenant,  or obligations  incurred by Tenant.  In the event that Tenant shall not
within ten (10) days following the imposition of any such lien, either cause the
same to be released of record or provide  Landlord  with  insurance  against the
same issued by a major title insurance company or such other protection  against
the same as Landlord  shall accept,  Landlord  shall have the right to cause the
same to be released by such means as it all shall deem proper, including payment
of the claim  giving rise to such lien.  All such sums paid by Landlord  and all
expenses incurred by it in connection  therewith shall be considered  additional
rent and shall be payable to it by Tenant on demand.

9. ASSIGNMENT AND SUBLETTING.

     9.1  Tenant  shall not have the right to assign or pledge  this Lease or to
sublet the whole or any part of the Premises whether voluntarily or by operation
of law, or permit the use or  occupancy  of the  Premises  by anyone  other than
Tenant,  and shall not make,  suffer or permit such  assignment,  subleasing  or
occupancy  without the prior written consent of Landlord,  and said restrictions
shall be binding upon any and all  assignees of the Lease and  subtenants of the
Premises.  In the event Tenant  desires to sublet,  or permit such occupancy of,
the Premises,  or any portion thereof,  or assign this Lease,  Tenant shall give
written  notice  thereof to Landlord at least  ninety (90) days but no more than
one hundred  eighty (180) days prior to the proposed  commencement  date of such
subletting or assignment,  which notice shall set forth the name of the proposed
subtenant or  assignee,  the relevant  terms of any sublease or  assignment  and
copies of  financial  reports  and other  relevant  financial  reports and other
relevant financial information of the proposed subtenant or assignee.

     9.2 Notwithstanding  any assignment or subletting,  permitted or otherwise,
Tenant shall at all times remain directly,  primarily and fully  responsible and
liable for the payment of the rent  specified  in this Lease and for  compliance
with all of its other obligations  under the terms,  provisions and covenants of
this Lease.  Upon the occurrence of an Event of Default,  if the Premises or any
part of them are then  assigned  or sublet,  Landlord,  in addition to any other
remedies provided in this Lease or provided by law, may, at its option,  collect
directly  from such  assignee or  subtenant  all rents due and  becoming  due to
Tenant  under such  assignment  or sublease and apply such rent against any sums
due to Landlord from Tenant under this Lease,  and no such  collection  shall be
construed  to  constitute  a  novation  or release  of Tenant  from the  further
performance of Tenant's obligations under this Lease.

     9.3 In  addition  to  Landlord's  right  to  approve  of any  subtenant  or
assignee,  Landlord shall have the option, in its sole discretion,  in the event
of any proposed  subletting or assignment,  to terminate  this Lease,  or in the
case of a proposed subletting of less than the entire Premises, to recapture the
portion  of  the  Premises  to be  sublet,  as of the  date  the  subletting  or
assignment  is to be  effective.  The option shall be  exercised,  if at all, by
Landlord  giving Tenant  written notice given by Landlord to Tenant within sixty
(60) days following  Landlord's  receipt of Tenant's  written notice as required
above.  If this Lease shall be  terminated  with respect to the entire  Premises
pursuant to this Section, the Term of this Lease shall end on the date stated in
Tenant's  notice as the effective  date of the sublease or assignment as if that
date had been originally  fixed in this Lease for the expiration of the Term. If
Landlord recaptures under this Section only a portion of the Premises,  the rent
to  be  paid  from  time  to  time  during  the   unexpired   Term  shall  abate
proportionately  based on the proportion by which the approximate square footage
of the remaining portion of the Premises shall be less than that of the Premises
as of the date  immediately  prior to such recapture.  Tenant shall, at Tenant's
own cost and expense, discharge in full any outstanding commission obligation on
the part of Landlord with respect to this Lease,  and any commissions  which may
be due and owing as a result of any proposed  assignment or subletting,  whether
or not the  Premises are  recaptured  pursuant to this Section 9.3 and rented by
Landlord to the proposed tenant or any other tenant.

     9.4 In the event that Tenant  sells,  sublets,  assigns or  transfers  this
Lease,  Tenant shall pay to Landlord as  additional  rent an amount equal to one
hundred percent (100%) of any Increased Rent (as defined below) when and as such
Increased Rent is received by Tenant. As used in this Section,  "Increased Rent"
shall mean the excess of (i) all rent and other  consideration  which  Tenant is
entitled  to  receive  by  reason  of any sale,  sublease,  assignment  or other
transfer of this Lease,  over (ii) the rent  otherwise  payable by Tenant  under
this  Lease at such time.  For  purposes  of the  foregoing,  any  consideration
received  by Tenant in form other  than cash shall be valued at its fair  market
value as determined by Landlord in good faith.

     9.5 Notwithstanding any other provision hereof,  Tenant shall have no right
to make (and Landlord  shall have the absolute  right to refuse  consent to) any
assignment of this Lease or sublease of any portion of the Premises


<PAGE>


if at the time either Tenant's notice of the proposed  assignment or sublease or
the proposed commencement date thereof, there shall exist any uncured default of
Tenant or matter  which  will  become a default of Tenant  with  passage of time
unless cured,  or if the proposed  assignee or sublessee is an entity:  (a) with
which  Landlord is already in  negotiation  as  evidenced  by the  issuance of a
written proposal;  (b) is already an occupant of the Building unless Landlord is
unable to  provide  the  amount of space  required  by such  occupant;  (c) is a
governmental  agency; (d) is incompatible with the character of occupancy of the
Building;  or (e) would  subject the Premises to a use which would:  (i) involve
increased personnel or wear upon the Building;  (ii) violate any exclusive right
granted to another  tenant of the  Building;  (iii)  require any  addition to or
modification of the Premises or the Building in order


                                       5
<PAGE>


to comply  with  building  code or other  governmental  requirements;  or,  (iv)
involve a violation of Section 1.2. Tenant  expressly agrees that Landlord shall
have the absolute right to refuse consent to any such assignment or sublease and
that for the purposes of any statutory or other requirement of reasonableness on
the part of Landlord such refusal shall be reasonable.

     9.6 Upon any request to assign or sublet,  Tenant will pay to Landlord  the
Assignment/Subletting  Fee plus,  on  demand,  a sum equal to all of  Landlord's
costs,  including attorney's fees, incurred in investigating and considering any
proposed or purported  assignment  or pledge of this Lease or sublease of any of
the Premises,  regardless of whether  Landlord shall consent to, refuse consent,
or determine  that  Landlord's  consent is not required  for,  such  assignment,
pledge or sublease. Any purported sale, assignment,  mortgage,  transfer of this
Lease or subletting  which does not comply with the provisions of this Article 9
shall be void.

     9.7 If Tenant is a  corporation,  partnership  or trust,  any  transfer  or
transfers  of or change or changes  within any twelve month period in the number
of the outstanding  voting shares of the  corporation,  the general  partnership
interests  in  the  partnership  or the  identity  of the  persons  or  entities
controlling the activities of such partnership or trust resulting in the persons
or  entities  owning or  controlling  a  majority  of such  shares,  partnership
interests or  activities of such  partnership  or trust at the beginning of such
period  no  longer  having  such  ownership  or  control  shall be  regarded  as
equivalent to an  assignment of this Lease to the persons or entities  acquiring
such  ownership  or control and shall be subject to all the  provisions  of this
Article 9 to the same extent and for all intents and  purposes as though such an
assignment.

10.  INDEMNIFICATION.  None of the Landlord  Entities shall be liable and Tenant
hereby  waives all claims  against  them for any damage to any  property  or any
injury to any person in or about the  Premises  or the  Building  by or from any
cause  whatsoever  (including  without  limiting  the  foregoing,  rain or water
leakage  of any  character  from the  roof,  windows,  walls,  basement,  pipes,
plumbing  works or  appliances,  the  Building  not being in good  condition  or
repair, gas, fire, oil, electricity or theft), except to the extent caused by or
arising  form the gross  negligence  or willful  misconduct  of  Landlord or its
agents, employees or contractors.  Tenant shall protect,  indemnify and hold the
Landlord Entities harmless from and against any and all loss, claims,  liability
or costs  (including  court costs and attorney's fees) incurred by reason of (a)
any  damage to any  property  (including  but not  limited  to  property  of any
Landlord  Entity)  or any  injury  (including  but not  limited to death) to any
person occurring in, on or about the Premises or the Building to the extent that
such  injury or damage  shall be caused by or arise  from any  actual or alleged
act,  neglect,  fault,  or  omission  by or of  Tenant,  its  agents,  servants,
employees,  invitees, or visitors to meet any standards imposed by any duty with
respect to the injury or damage;  (b) the conduct or  management  of any work or
thing  whatsoever  done  by  the  Tenant  in  or  about  the  Premises  or  from
transactions  of the Tenant  concerning  the Premises;  (c) Tenant's  failure to
comply with any and all governmental laws, ordinances and regulations applicable
to the condition or use of the Premises or its  occupancy;  or (d) any breach or
default on the part of Tenant in the performance of any covenant or agreement on
the part of the Tenant to be performed pursuant to this Lease. The provisions of
this Article  shall  survive the  termination  of this Lease with respect to any
claims or liability accruing prior to such termination.

11. INSURANCE.

     11.1  Tenant  shall keep in force  throughout  the Term:  (a) a  Commercial
General Liability  insurance policy or policies to protect the Landlord Entities
against  any  liability  to the public or to any invitee of Tenant or a Landlord
Entity  incidental to the use of or resulting from any accident  occurring in or
upon the Premises with a limit of not less than $1,000,000.00 per occurrence and
not less than  $2,000,000.00 in the annual  aggregate,  or such larger amount as
Landlord may  prudently  require from time to time,  covering  bodily injury and
property   damage   liability  and  $1,000,000   products/completed   operations
aggregate;  (b) Business  Auto  Liability  covering  owned,  non-owned and hired
vehicles with a limit of not less than  $1,000,000  per accident;  (c) insurance
protecting  against  liability under Worker's  Compensation  Laws with limits at
least as required by statute;  (d) Employers  Liability  with limits of $500,000
each accident,  $500,000 disease policy limit, $500,000 disease--each  employee;
(e) All Risk or Special  Form  coverage  protecting  Tenant  against  loss of or
damage  to  Tenant's  alterations,  additions,  improvements,  carpeting,  floor
coverings,  panelings,  decorations,  fixtures,  inventory  and  other  business
personal  property  situated in or about the  Premises  to the full  replacement
value of the property so insured; and, (f) Business Interruption  Insurance with
limit of liability  representing  loss of at least  approximately  six months of
income.


<PAGE>


     11.2 Each of the  aforesaid  policies  shall (a) be  provided  at  Tenant's
expense; (b) name the Landlord Entities as additional insureds; (c) be issued by
an insurance  company with a minimum  Best's rating of "A:VII"  during the Term;
and (d) provide that said  insurance  shall not be canceled  unless  thirty (30)
days prior written notice (ten days for  non-payment of premium) shall have been
given to Landlord;  and said policy or policies or certificates thereof shall be
delivered to Landlord by Tenant upon the  Commencement  Date and at least thirty
(30) days prior to each renewal of said insurance.


                                       6
<PAGE>


     11.3  Whenever  Tenant  shall  undertake  any  alterations,   additions  or
improvements  in, to or about the  Premises  ("Work")  the  aforesaid  insurance
protection  must  extend to and  include  injuries  to  persons  and  damages to
property  arising in connection  with such Work,  without  limitation  including
liability under any applicable  structural work act, and such other insurance as
Landlord  shall require;  and the policies of or  certificates  evidencing  such
insurance must be delivered to Landlord prior to commencement of any such Work.

12.  WAIVER OF  SUBROGATION.  So long as their  respective  insurers  so permit,
Tenant and Landlord  hereby mutually waive their  respective  rights of recovery
against each other for any loss insured by fire, extended coverage, All Risks or
other  insurance  now or hereafter  existing  for the benefit of the  respective
party but only to the extent of the net  insurance  proceeds  payable under such
policies.  Each party shall  obtain any special  endorsements  required by their
insurer to evidence compliance with the aforementioned waiver.

13. SERVICES AND UTILITIES.

     13.1 Provided Tenant shall not be in default under this Lease,  and subject
to the  other  provisions  of this  Lease,  Landlord  agrees to  furnish  to the
Premises during ordinary  business hours on generally  recognized  business days
(but  exclusive  in any event of  Sundays  and legal  holidays),  the  following
services  and  utilities  subject to the rules and  regulations  of the Building
prescribed  form time to time:  (a) water  suitable for normal office use of the
Premises;  (b) heat and air conditioning required in Landlord's judgment for the
use and  occupation of the Premises;  (c) cleaning and janitorial  service;  (d)
elevator service by nonattended automatic elevators;  (e) such window washing as
may from time to time in Landlord's  judgment be reasonably  required;  and, (f)
equipment to bring to Tenant's  meter,  electricity  for  lighting,  convenience
outlets  and other  normal  office  use. To the extent that Tenant is not billed
directly by a public utility, Tenant shall pay, upon demand, as additional rent,
for all electricity  used by Tenant in the premises.  The charge shall be at the
rates charged for such services by the local public utility.  Landlord shall not
be liable for, and Tenant  shall not be entitled to, any  abatement or reduction
of rental by reason of  Landlord's  failure  to  furnish  any of the  foregoing,
unless such failure shall persist for an unreasonable  time after written notice
of such  failure  is given to  Landlord  by Tenant  and  provided  further  that
Landlord shall not be liable when such failure is caused by accident,  breakage,
repairs,  labor disputes of any character,  energy usage  restrictions or by any
other cause,  similar or dissimilar,  beyond the reasonable control of Landlord.
Landlord  shall  use  reasonable  efforts  to  remedy  any  interruption  in the
furnishing of services and utilities.

     13.2 Should Tenant  require any  additional  work or service,  as described
above,  including  services  furnished outside ordinary business hours specified
above,  Landlord may, on terms to be agreed,  upon reasonable  advance notice by
Tenant,  furnish such additional  service and Tenant agrees to pay Landlord such
charges as may be agreed  upon,  including  any tax imposed  thereon,  but in no
event at a charge  less  than  Landlord's  actual  cost plus  overhead  for such
additional   service  and,  where  appropriate,   a  reasonable   allowance  for
depreciation of any systems being used to provide such service.

     13.3 Wherever  heat-generating  machines or equipment are used by Tenant in
the  Premises  which  affect the  temperature  otherwise  maintained  by the air
conditioning  system,  Landlord reserves the right to install  supplementary air
conditioning  units in or for the benefit of the Premises and the cost  thereof,
including the cost of installation  and the cost of operations and  maintenance,
shall be paid by Tenant to Landlord upon demand as such additional rent.

     13.4 Tenant will not,  without the  written  consent of  Landlord,  use any
apparatus or device in the Premises,  including  but not limited to,  electronic
data  processing  machines and machines  using current in excess of 200 watts or
110 volts,  which will in any way  increase the amount of  electricity  or water
usually furnished or supplied for use of the Premises for normal office use, nor
connect with electric current, except through existing electrical outlets in the
Premises,  or water  pipes,  any  apparatus  or device for the purposes of using
electrical  current or water. If Tenant shall require water or electric  current
in excess of that  usually  furnished  or  supplied  for use of the  Premises as
normal office use,  Tenant shall  procure the prior written  consent of Landlord
for the use thereof,  which  Landlord may refuse,  and if Landlord does consent,
Landlord may cause a water meter or electric current meter to be installed so as
to measure the amount of such excess water and electric current. The cost of any
such meters shall be paid for by Tenant. Tenant agrees to pay as additional rent
to Landlord promptly upon demand therefor, the cost of all such excess water and
electric  current  consumed  (as shown by said meters,  if any, or, if none,  as
reasonable  estimated by Landlord) at the rates charged for such services by the
local public utility or agency, as the case may be, furnishing


<PAGE>


the same, plus any additional  expense  incurred in keeping account of the water
and electric current so consumed.

14.  HOLDING  OVER.  Tenant  shall  pay  Landlord  for each day  Tenant  retains
possession  of the Premises or part of them after  termination  of this Lease by
lapse of time or otherwise at the rate ("Holdover  Rate") which shall be 200% of
the greater  of: (a) the amount of the Annual Rent for the last period  prior to
the date of such termination plus all Rent Adjustments under Article 4; and, (b)
the then market rental value of the Premises as determined by Landlord  assuming
a new lease of the  Premises  of the then usual  duration  and other  terms,  in
either case prorated on


                                       7
<PAGE>


a daily basis, and also pay all damages  sustained by Landlord by reason of such
retention.  If Landlord  gives notice to Tenant of  Landlord's  election to that
effect,  such holding over shall  constitute  renewal of this Lease for a period
from month to month or one year, whichever shall be specified in such notice, in
either case at the Holdover Rate, but if the Landlord does not so elect, no such
renewal  shall  result  notwithstanding  acceptance  by Landlord of any sums due
hereunder after such  termination;  and instead,  a tenancy at sufferance at the
Holdover Rate shall be deemed to have been created.  In any event,  no provision
of this Article 14 shall be deemed to waive  Landlord's  right of reentry or any
other right under this Lease or at law.

15.  SUBORDINATION.  Without the  necessity  of any  additional  document  being
executed by Tenant for the  purpose of  effecting  a  subordination,  this Lease
shall be subject and subordinate at all times to ground or underlying leases and
to the lien of any  mortgages  or deeds of trust  now or  hereafter  placed  on,
against  or  affecting  the  Building,  Landlord's  interest  or  estate  in the
Building,  or any ground or  underlying  lease;  provided, however,  that if the
lessor,  mortgagee,  trustee,  or holder of any such  mortgage  or deed of trust
elects  to have  Tenant's  interest  in  this  Lease  be  superior  to any  such
instrument,  then,  by notice to Tenant,  this Lease  shall be deemed  superior,
whether this Lease was executed before or after said instrument. Notwithstanding
the  foregoing,  Tenant  covenants and agrees to execute and deliver upon demand
such further  instruments  evidencing such  subordination or superiority of this
Lease as may be required by Landlord.

16. RULES AND REGULATIONS.  Tenant shall faithfully  observe and comply with all
the  rules and  regulations  as set  forth in  Exhibit  C to this  Lease and all
reasonable  modifications  of and  additions  to them form time to time put into
effect  by  Landlord.  Landlord  shall  not be  responsible  to  Tenant  for the
non-performance  by any other  tenant or  occupant  of the  Building of any such
rules and regulations.

17. REENTRY BY LANDLORD.

     17.1  Landlord  reserves  and shall at all times have the right to re-enter
the  Premises  to inspect  the same,  to supply  janitor  service  and any other
service to be  provided by  Landlord  to Tenant  under this Lease,  to show said
Premises to prospective purchasers, mortgagees or tenants, and to alter, improve
or repair the Premises  and any portion of the  Building,  without  abatement of
rent,  and may for that  purpose  erect,  use and maintain  scaffolding,  pipes,
conduits and other necessary  structures and open any wall,  ceiling or floor in
and through the Building and Premises where reasonably required by the character
of the work to be  performed,  provided  entrance to the  Premises  shall not be
blocked  thereby,  and further provided that the business of Tenant shall not be
interfered with unreasonably.

     17.2  Landlord  shall have the right at any time to change the  arrangement
and/or  locations  of  entrances,  or  passageways,   doors  and  doorways,  and
corridors,  windows,  elevators,  stairs,  toilets or other  public parts of the
Building and to change the name,  number or designation by which the Building is
commonly  known.  In the event that Landlord  damages any portion of any wall or
wall covering, ceiling, or floor or floor covering within the Premises, Landlord
shall  repair or replace the damaged  portion to match the original as nearly as
commercially reasonable but shall not be required to repair or replace more than
the portion actually damaged.

     17.3  Tenant  hereby  waives  any  claim  for  damages  for any  injury  or
inconvenience to or interference with Tenant's  business,  any loss of occupancy
or quiet  enjoyment of the Premises,  any other loss occasioned by any action of
Landlord authorized by this Article 17. Tenant agrees to reimburse Landlord,  on
demand,  as additional  rent,  for any expenses which Landlord may incur in thus
effecting compliance with Tenant's obligations under this Lease.

     17.4 For each of the aforesaid  purposes,  Landlord shall at all times have
and  retain  a key with  which  to  unlock  all of the  doors  in the  Premises,
excluding  Tenant's  vaults and safes or special  security areas  (designated in
advance),  and  Landlord  shall  have the right to use any and all  means  which
Landlord  may deem proper to open said doors in an  emergency to obtain entry to
any portion of the Premises.  As to any portion to which access cannot be had by
means of a key or keys in Landlord's possession,  Landlord is authorized to gain
access by such  means as  Landlord  shall  elect and the cost of  repairing  any
damage  occurring  in doing so shall be borne by Tenant and paid to  Landlord as
additional rent upon demand.


<PAGE>


18. DEFAULT.

     18.1 Except as otherwise provided in Article 20, the following events shall
be deemed to be Events of Default under this Lease:

          18.1.1 Tenant shall fail to pay when due any sum of money becoming due
     to be  paid  to  Landlord  under  this  Lease,  whether  such  sum  be  any
     installment of the rent reserved by this Lease, any other amount treated


                                       8
<PAGE>


     as additional rent under this Lease, or any other payment or  reimbursement
     to Landlord  required by this Lease,  whether or not treated as  additional
     rent under this Lease, and such failure shall continue for a period of five
     days after  written  notice that such payment was not made when due, but if
     any such notice shall be given, for the twelve month period commencing with
     the date of such notice,  the failure to pay within five days after due any
     additional  sum of money  becoming  due to be paid to  Landlord  under this
     Lease during such period shall be an Event of Default, without notice.

          18.1.2  Tenant  shall  fail to  comply  with any  term,  provision  or
     covenant of this Lease which is not provided for in another Section of this
     Article and shall not cure such failure within twenty (20) days (forthwith,
     if the failure involves a hazardous condition) after written notice of such
     failure to Tenant.

          18.1.3  Tenant  shall fail to vacate  the  Premises  immediately  upon
     termination  of  this  Lease,  by  lapse  of  time  or  otherwise,  or upon
     termination of Tenant's right to possession only.

          18.1.4 Tenant shall become  insolvent,  admit in writing its inability
     to pay  its  debts  generally  as  they  become  due,  file a  petition  in
     bankruptcy or a petition to take advantage of any insolvency statute,  make
     an  assignment  for the benefit of  creditors,  make a transfer in fraud of
     creditors,  apply for or consent to the appointment of a receiver of itself
     or of the whole or any substantial part of its property, or file a petition
     or  answer  seeking   reorganization   or  arrangement  under  the  federal
     bankruptcy  laws,  as now in  effect  or  hereafter  amended,  or any other
     applicable law or statute of the United States or any state thereof.

          18.1.5.  A court of  competent  jurisdiction  shall  enter  an  order,
     judgment or decree adjudicating  Tenant bankrupt,  or appointing a receiver
     of Tenant, or of the whole or any substantial part of its property, without
     the consent of Tenant, or approving a petition filed against Tenant seeking
     reorganization  or arrangement  of Tenant under the bankruptcy  laws of the
     United States, as now in effect or hereafter amended, or any state thereof,
     and such  order,  judgment  or decree  shall not be vacated or set aside or
     stayed within thirty (30) days from the date of entry thereof.

19. REMEDIES.

     19.1 Except as otherwise provided in Article 20, upon the occurrence of any
of the Events of Default  described or referred to in Article 18, Landlord shall
have the option to pursue any one or more of the following  remedies without any
notice  or   demand   whatsoever,   concurrently   or   consecutively   and  not
alternatively:

          19.1.1  Landlord  may,  at  its  election,  terminate  this  Lease  or
     terminate Tenant's right to possession only, without terminating the Lease.

          19.1.2 Upon any termination of this Lease, whether by lapse of time or
     otherwise,  or upon any termination of Tenant's right to possession without
     termination of the Lease, Tenant shall surrender  possession and vacate the
     Premises  immediately,  and deliver  possession  thereof to  Landlord,  and
     Tenant  hereby  grants to Landlord  full and free license to enter into and
     upon the Premises in such event and to  repossess  Landlord of the premises
     as of Landlord's former estate and to expel or remove Tenant and any others
     who may be occupying or be within the Premises and to remove Tenant's signs
     and other  evidence of tenancy and all other  property of Tenant  therefrom
     without being deemed in any manner guilty of trespass, eviction or forcible
     entry or  detainer,  and without  incurring  any  liability  for any damage
     resulting  therefrom,  Tenant  waiving any right to claim  damages for such
     re-entry and expulsion,  and without relinquishing Landlord's right to rent
     or any other right given to Landlord  under this Lease or by  operation  of
     law.

          19.1.3 Upon any termination of this Lease, whether by lapse of time or
     otherwise,  Landlord  shall be entitled  to recover as  damages,  all rent,
     including  any amounts  treated as  additional  rent under this Lease,  and
     other sums due and  payable by Tenant on the date of  termination,  plus as
     liquidated  damages and not as penalty,  an amount equal to the sum of: (a)
     an amount  equal to the then  present  value of the rent  reserved  in this
     Lease for the  residue  of the  stated  Term of this  Lease  including  any
     amounts  treated  as  additional  rent  under this Lease and all other sums
     provided in this Lease to be paid by Tenant, minus the fair rental value of
     the  Premises  for such  residue;  (b) the  value  of the time and  expense
     necessary  to obtain a  replacement  tenant or tenants,  and the  estimated
     expenses  described in Section 19.1.4 relating to recovery of the Premises,
     preparation for reletting and for reletting [ILLEGIBLE]


<PAGE>


     itself; and (c) the cost of performing any other covenants which would have
     otherwise been performed by Tenant.

          19.1.4 Upon any  termination  of  Tenant's  right to  possession  only
     without termination of the Lease:

               19.1.4.1 Neither such termination of Tenant's right to possession
          nor Landlord's  taking and holding  possession  thereof as provided in
          Section 19.1.2 shall terminate the Lease or release  Tenant,  in whole
          or in part, from any obligation,  including Tenant's obligation to pay
          the rent, including any amounts treated as additional rent, under this
          Lease for the full Term,  and if Landlord so elects  Tenant  shall pay
          forthwith to Landlord


                                        9
<PAGE>


          the sum equal to the entire amount of the rent,  including any amounts
          treated as additional rent under this Lease,  for the remainder of the
          Term plus any other sums  provided  in this Lease to be paid by Tenant
          for the remainder of the Term.

               19.1.4.2  Landlord  may, but need not,  relet the Premises or any
          part  thereof  for such rent and upon such terms as  Landlord,  in its
          sole  discretion,  shall  determine  (including the right to relet the
          premises for a greater or lesser term than that  remaining  under this
          Lease, the right to relet the Premises as a part of a larger area, and
          the right to change the  character  or use made of the  Premises).  In
          connection with or in preparation for any reletting, Landlord may, but
          shall not be required to, make repairs,  alterations  and additions in
          or to the  Premises  and  redecorate  the same to the extent  Landlord
          deems necessary or desirable,  and Tenant shall, upon demand,  pay the
          cost  thereof,   together  with  Landlord's   expenses  of  reletting,
          including, without limitation, any commission incurred by Landlord. If
          Landlord  decides to relet the  Premises or a duty to relet is imposed
          upon  Landlord by law,  Landlord  and Tenant  agree that  nevertheless
          Landlord  shall at most be  required  to use  only  the  same  efforts
          Landlord  then uses to lease  premises in the Building  generally  and
          that in any case  that  Landlord  shall  not be  required  to give any
          preference  or priority to the showing or leasing of the Premises over
          any other space that Landlord may be leasing or have available and may
          place a suitable prospective tenant in any such other space regardless
          of when such other  space  becomes  available.  Landlord  shall not be
          required  to  observe  any  instruction  given  by  Tenant  about  any
          reletting or accept any tenant  offered by Tenant  unless such offered
          tenant has a  creditworthiness  acceptable  to Landlord and leases the
          entire  Premises  upon terms and  conditions  including a rate of rent
          (after  giving  effect to all  expenditures  by  Landlord  for  tenant
          improvements,  brokers's  commissions  and other leasing costs) all no
          less favorable to Landlord than as called for in this Lease, nor shall
          Landlord be required to make or permit any  assignment or sublease for
          more than the current term or which  Landlord would not be required to
          make or permit under the provisions of Article 19.

               19.1.4.3  Until such times as Landlord  shall elect to  terminate
          the Lease and shall  thereupon  be  entitled  to recover  the  amounts
          specified in such case in Section 19.1.3, Tenant shall pay to Landlord
          upon demand the full amount of all rent, including any amounts treated
          as  additional  rent under this Lease and other sums  reserved in this
          Lease for the  remaining  Term,  together  with the costs of  repairs,
          alterations,   additions,  redecorating  and  Landlord's  expenses  of
          reletting and the collection of the rent accruing therefrom (including
          attorney's fees and broker's  commissions),  as the same shall then be
          due or become due from time to time, less only such  consideration  as
          Landlord may have received  from any  reletting of the  Premises;  and
          Tenant  agrees  that  Landlord  may file  suits  from  time to time to
          recover any sums falling due under this Article 19 as they become due.
          Any  proceeds  of  reletting  by Landlord in excess of the amount then
          owed by Tenant to Landlord from time to time shall be credited against
          Tenant's future  obligations  under this Lease but shall not otherwise
          be refunded to Tenant or inure to Tenant's benefit.

     19.2 Landlord may, at Landlord's  option,  enter into and upon the Premises
if Landlord determines in its sole discretion that Tenant is not acting within a
commercially  reasonable time to maintain,  repair or replace anything for which
Tenant is  responsible  under this Lease and  correct  the same,  without  being
deemed in any manner guilty of trespass, eviction or forcible entry and detainer
and without  incurring any liability for any damage or  interruption of Tenant's
business  resulting  therefrom.  If Tenant  shall  have  vacated  the  Premises,
Landlord may at Landlord's  option  re-enter the Premises at any time during the
last six months of the then current Term of this Lease and make any and all such
changes, alterations,  revisions, additions and tenant and other improvements in
or about the Premises as Landlord shall elect,  all without any abatement of any
of the rent otherwise to be paid by Tenant under this Lease.

     19.3 If, on  account  of any  breach  or  default  by  Tenant  in  Tenant's
obligations  under the terms  and  conditions  of this  Lease,  it shall  become
necessary  or  appropriate  for  Landlord to employ or consult  with an attorney
concerning or to enforce or defend any of Landlord's  rights or remedies arising
under  this  Lease,  Tenant  agrees  to pay all  Landlord's  attorney's  fees so
incurred.  Tenant  expressly  waives  any right to:  (a) trial by jury;  and (b)
service  of any  notice  required  by any  present  or future  law or  ordinance
applicable to landlords or tenants but not required by the terms of this Lease.

     19.4 Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies  provided in this Lease or any other remedies provided
by law (all such  remedies  being  cumulative),  nor shall pursuit of any remedy
provided  in this Lease  constitute  a  forfeiture  or waiver of any rent due to
Landlord  under this Lease or of any  damages  accruing to Landlord by reason of
the violation of any of the terms,  provisions  and covenants  contained in this
Lease.


<PAGE>


     19.5 No act or thing done by Landlord  or its agents  during the Term shall
be deemed a  termination  of this Lease or an acceptance of the surrender of the
Premises, and no agreement to terminate this Lease or accept a surrender of said
Premises  shall be valid,  unless in writing  signed by  Landlord.  No waiver by
Landlord  of any  violation  or  breach  of any of  the  terms,  provisions  and
covenants  contained in this Lease shall be deemed or construed to  constitute a
waiver of any other  violation  or breach of any of the  terms,  provisions  and
covenants  contained  in this  Lease,  Landlord's  acceptance  of the payment of
rental or other  payments  after the occurrence of an Event of Default shall not
be construed as a waiver of such Default,  unless Landlord so notifies Tenant in
writing.


                                       10
<PAGE>

Forbearance  by Landlord in enforcing  one or more of the  remedies  provided in
this  Lease  upon an Event of  Default  shall  not be  deemed  or  construed  to
constitute a waiver of such Default or of  Landlord's  right to enforce any such
remedies with respect to such Default or any subsequent Default.

     19.6 To secure the payment of all rentals and other sums of money  becoming
due from  Tenant  under this  Lease,  Landlord  shall have and Tenant  grants to
Landlord a first lien upon the  leasehold  interest of Tenant  under this Lease,
which lien may be enforced in equity,  and a continuing  security  interest upon
all goods, wares, equipment, fixtures, furniture,  inventory, accounts, contract
rights,  chattel  paper and other  personal  property of Tenant  situated on the
Premises,  and such property shall not be removed  therefrom without the consent
of Landlord  until all  arrearages  in rent as well as any and all other sums of
money  then due to  Landlord  under this  Lease  shall  first have been paid and
discharged.  In the event of a default under this Lease, Landlord shall have, in
addition to any other remedies  provided in this Lease or by law, all rights and
remedies under the Uniform  Commercial Code,  including  without  limitation the
right to sell the property described in this Section 19.6 at a public or private
sale  upon five (5)  days'  notice to  Tenant.  Tenant  shall  execute  all such
financing  statements  and other  instruments  as shall be deemed  necessary  or
desirable  in  Landlord's  discretion  to perfect the security  interest  hereby
created.

     19.7  Any and all  property  which  may be  removed  from the  Premises  by
Landlord  pursuant to the  authority of this Lease or of law, to which Tenant is
or may be entitled,  may be handled,  removed and/or stored, as the case may be,
by or at the direction of Landlord but at the risk, costs and expense of Tenant,
and Landlord shall in no event be  responsible  for the value,  preservation  or
safekeeping  thereof.  Tenant  shall pay to Landlord,  upon demand,  any and all
expenses  incurred in such removal and all storage charges against such property
so long as the  same  shall be in  Landlord's  possession  or  under  Landlord's
control.  Any such property of Tenant not retaken by Tenant from storage  within
thirty (30) days after removal from the Premises shall, at Landlord's option, be
deemed  conveyed  by Tenant to  Landlord  under  this Lease as by a bill of sale
without further payment or credit by Landlord to Tenant.

20. TENANT'S BANKRUPTCY OR INSOLVENCY.

     20.1 If at any time and for so long as  Tenant  shall be  subjected  to the
provisions  of the  United  States  Bankruptcy  Code or other law of the  United
States or any state  thereof for the  protection of debtors as in effect at such
time (each a "Debtor's Law"):

          20.1.1  Tenant,  Tenant as  debtor-in-possession,  and any  trustee or
     receiver of Tenant's assets (each a "Tenant's  Representative")  shall have
     no greater  right to assume or assign  this Lease or any  interest  in this
     Lease,  or to  sublease  any of the  Premises  than  accorded  to Tenant in
     Article 9, except to the extent  Landlord  shall be required to permit such
     assumption,  assignment or sublease by the provisions of such Debtor's Law.
     Without  limitation of the  generality of the  foregoing,  any right of any
     Tenant's  Representative  to assume or assign this Lease or to sublease any
     of the Premises shall be subject to the conditions that:

               20.1.1.1   Such   Debtor's   Law  shall   provide   to   Tenant's
          Representative  a right of  assumption  of this Lease  which  Tenant's
          Representative shall have timely exercised and Tenant's Representative
          shall have fully cured any default of Tenant under this Lease.

               20.1.1.2 Tenant's Representative or the proposed assignee, as the
          case shall be, shall have  deposited with Landlord as security for the
          timely  payment  of rent an amount  equal to the  larger of: (a) three
          months' rent and other monetary charges accruing under this Lease; and
          (b) any sum specified in Article 5; and shall have  provided  Landlord
          with  adequate  other  assurance  of  the  future  performance  of the
          obligations of the Tenant under this Lease.  Without limitation,  such
          assurances shall include,  at least, in the case of assumption of this
          Lease, demonstration to the satisfaction of the Landlord that Tenant's
          Representative  has and will continue to have sufficient  unencumbered
          assets after the payment of all secured obligations and administrative
          expenses to assure  Landlord  that Tenant's  Representative  will have
          sufficient  funds to  fulfill  the  obligations  of Tenant  under this
          Lease; and in the case of assignment,  submission of current financial
          statements  of  the  proposed  assignee,  audited  by  an  independent
          certified  public  accountant  reasonably  acceptable  to Landlord and
          showing a net worth and  working  capital  in  amounts  determined  by
          Landlord to be  sufficient  to assure the future  performance  by such
          assignee of all of the Tenant's obligations under this Lease.

               20.1.1.3 The  assumption or any  contemplated  assignment of this
          Lease or subleasing  any part of the  Premises,  as shall be the case,
          will not breach any provision in any other lease, mortgage,  financing
          agreement or other agreement by which Landlord is bound.

               20.1.1.4  Landlord  shall  have,  or would  have had  absent  the
          Debtor's  Law,  no right  under  Article  9 to refuse  consent  to the
          proposed assignment or sublease by reason of the identity or nature of
          the proposed assignee or sublessee or the proposed use of the Premises
          concerned.


                                       11
<PAGE>


21. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and
authority to enter into this Lease and that Tenant,  while paying the rental and
performing  its other  covenants and agreements  contained in this Lease,  shall
peaceably  and quietly  have,  hold and enjoy the  Premises for the Term without
hindrance or  molestation  from Landlord  subject to the terms and provisions of
this Lease.  Landlord shall not be liable for any interference or disturbance by
other  tenants or third  persons,  nor shall Tenant be released  from any of the
obligations of this Lease because of such interference or disturbance.

22.  DAMAGE BY FIRE, ETC.

     22.1 In the event the Premises or the Building are damaged by fire or other
cause and in  Landlord's  reasonable  estimation  such damage can be  materially
restored within ninety (90) days,  Landlord shall forthwith  repair the same and
this Lease shall  remain in full force and effect,  except that Tenant  shall be
entitled to a proportionate abatement in rent from the date of such damage. Such
abatement of rent shall be made pro rata in accordance  with the extent to which
the damage  and the  making of such  repairs  shall  interfere  with the use and
occupancy by Tenant of the Premises from time to time.  Within  forty-five  (45)
days from the date of such damage,  Landlord shall notify Tenant, in writing, of
Landlord's  reasonable  estimation  of the length of time within which  material
restoration  can be made,  and  Landlord's  determination  shall be  binding  on
Tenant.  For purposes of this Lease,  the  Building or Premises  shall be deemed
"materially  restored"  if they are in such  condition  as would not  prevent or
materially interfere with Tenant's use of the Premises for the purpose for which
it was being used immediately before such damage.

     22.2 If such repairs cannot, in Landlord's reasonable  estimation,  be made
within  ninety  (90) days,  Landlord  and  Tenant  shall each have the option of
giving the other,  at any time within sixty (60) days after such damage,  notice
terminating this Lease as of the date of such damage. In the event of the giving
of such  notice,  this Lease shall  expire and all interest of the Tenant in the
Premises shall  terminate as of the date of such damage as if such date had been
originally fixed in this Lease for the expiration of the Term. In the event that
neither Landlord nor Tenant  exercises its option to terminate this Lease,  then
Landlord  shall  repair or restore such damage,  this Lease  continuing  in full
force and effect,  and the rent  hereunder  shall be  proportionately  abated as
provided in Section 22.1.

     22.3 Landlord shall not be required to repair or replace any damage or loss
by or from  fire or  other  cause  to any  panelings,  decorations,  partitions,
additions,  railings,  ceilings,  floor coverings,  office fixtures or any other
property or improvements  installed on the Premises or belonging to Tenant.  Any
insurance  which may be carried by Landlord or Tenant  against loss or damage to
the  Building or Premises  shall be for the sole  benefit of the party  carrying
such insurance and under its sole control.

     22.4 In the event that  Landlord  should fail to complete  such repairs and
material restoration within sixty (60) days after the date estimated by Landlord
therefor as extended by this Section  22.4,  Tenant may at its option and as its
sole remedy  terminate  this Lease by  delivering  written  notice to  Landlord,
within fifteen (15) days after the expiration of said period of time,  whereupon
the Lease  shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease
for the  expiration of the Term;  provided,  however,  that if  construction  is
delayed because of changes,  deletions or additions in construction requested by
Tenant,  strikes,  lockouts,  casualties,  Acts of God,  war,  material or labor
shortages,   government  regulation  or  control  or  other  causes  beyond  the
reasonable control of Landlord, the period for restoration, repair or rebuilding
shall be extended for the amount of time Landlord is so delayed.

     22.5  Notwithstanding  anything to the contrary  contained in this Article:
(a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or
restore the Premises when the damages resulting from any casualty covered by the
provisions  of this  Article 22 occur  during the last twelve (12) months of the
Term or any extension  thereof,  but if Landlord  determines  not to repair such
damages  Landlord  shall  notify  Tenant and if such  damages  shall  render any
material  portion of the  Premises  untenantable  Tenant shall have the right to
terminate  this  Lease by notice to  Landlord  within  fifteen  (15) days  after
receipt  of  Landlord's  notice;  and  (b)  in  the  event  the  holder  of  any
indebtedness  secured by a mortgage or deed of trust  covering  the  Premises or
Building requires that any insurance  proceeds be applied to such  indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such  requirement
is made by any such holder,  whereupon  this Lease shall end on the date of such
damage  as if the date of such  damage  were the date  originally  fixed in this
Lease for the expiration of the Term.

     22.6 In the event of any damage or  destruction to the Building or Premises
by any peril covered by the  provisions of this Article 22, it shall be Tenant's
responsibility  to properly secure the Premises and upon notice from Landlord to
remove  forthwith,  at its sole cost and  expense,  such  portion  of all of the
property  belonging to Tenant or its  licensees  from such portion or all of the
Building or Premises as Landlord shall request.


                                       12
<PAGE>


23.  EMINENT  DOMAIN.  If all or any  substantial  part of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power of
eminent  domain,  or conveyance in lieu of such  appropriation,  either party to
this Lease shall have the right, at its option, of giving the other, at any time
within thirty (30) days after such taking, notice terminating this Lease, except
that Tenant may only terminate this Lease by reason of taking or  appropriation,
if such  taking  or  appropriation  shall  be so  substantial  as to  materially
interfere  with Tenant's use and occupancy of the Premises.  If neither party to
this Lease shall so elect to terminate this Lease,  the rental  thereafter to be
paid shall be adjusted on a fair and equitable basis under the circumstances. In
addition  to the  rights  of  Landlord  above,  if any  substantial  part of the
Building shall be taken or appropriated by any public or quasi-public  authority
under the power of eminent domain or conveyance in lieu thereof,  and regardless
of  whether  the  Premises  or any part  thereof  are so taken or  appropriated,
Landlord  shall have the right,  at its sole option,  to  terminate  this Lease.
Landlord shall be entitled to any and all income,  rent,  award, or any interest
whatsoever in or upon any such sum, which may be paid or made in connection with
any such public or  quasi-public  use or purpose,  and Tenant hereby  assigns to
Landlord  any  interest it may have in or claim to all or any part of such sums,
other than any separate  award which may be made with respect to Tenant's  trade
fixtures  and moving  expenses;  Tenant shall make no claim for the value of any
unexpired Term.

24.  SALE BY  LANDLORD.  In  event  of sale or  conveyance  by  Landlord  of the
Building,  the same shall operate to release  Landlord from any future liability
upon any of the covenants or conditions, expressed or implied, contained in this
Lease in favor of Tenant,  and in such event Tenant agrees to look solely to the
responsibility  of the  successor  in interest of Landlord in and to this Lease.
Except as set forth in this  Article 24, this Lease shall not be affected by any
such sale and  Tenant  agrees to attorn to the  purchaser  or  assignee.  If any
security has been given by Tenant to secure the faithful  performance  of any of
the covenants of this Lease,  Landlord may transfer or deliver any security,  as
such,  to  Landlord's  successor in interest  and  thereupon  Landlord  shall be
discharged from any further liability with regard to said security.

25.  ESTOPPEL  CERTIFICATES.  Within ten (10) days following any written request
which  Landlord may make from time to time,  Tenant shall execute and deliver to
Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a)
the  date of  commencement  of this  Lease;  (b) the  fact  that  this  Lease is
unmodified and in full force and effect (or, if there have been modifications to
this  Lease,  that this  lease is in full force and  effect,  as  modified,  and
stating  the date and nature of such  modifications);  (c) the date to which the
rent and other sums payable  under this Lease have been paid;  (d) the fact that
there are no current  defaults  under this  Lease by either  Landlord  or Tenant
except as specified in Tenant's statement;  and (e) such other matters as may be
requested by Landlord.  Landlord and Tenant intend that any statement  delivered
pursuant to this Article 25 may be relied upon by any mortgagee,  beneficiary or
purchaser  and Tenant  shall be liable for all loss,  cost or expense  resulting
from the  failure  of any sale or  funding  of any loan  caused by any  material
misstatement  contained in such estoppel certificate.  Tenant irrevocably agrees
that if Tenant  fails to execute and deliver  such  certificate  within such ten
(10) day period  Landlord  or  Landlord's  beneficiary  or agent may execute and
deliver such certificate on Tenant's behalf,  and that such certificate shall be
fully binding on Tenant.

26. SURRENDER OF PREMISES.

     26.1  Tenant  shall,  at least  thirty (30) days before the last day of the
Term,  arrange to meet Landlord for a joint  inspection of the Premises.  In the
event of Tenant's  failure to arrange such joint  inspection to be held prior to
vacating the Premises,  Landlord's  inspection at or after Tenant's vacating the
Premises  shall be  conclusively  deemed  correct for  purposes  of  determining
Tenant's responsibility for repairs and restoration.

     26.2 At the end of the Term or any  renewal  of the  Term or  other  sooner
termination  of  this  Lease,  Tenant  will  peaceably  deliver  up to  Landlord
possession of the Premises,  together with all improvements or additions upon or
belonging to the same, by whomsoever  made, in the same  conditions  received or
first  installed,  broom clean and free of all debris,  excepting  only ordinary
wear  and  tear  and  damage  by fire or  other  casualty.  Tenant  may,  and at
Landlord's request shall, at Tenant's sole cost, remove upon termination of this
Lease, any and all furniture,  furnishings, movable partitions of less than full
height from floor to ceiling,  trade  fixtures and other  property  installed by
Tenant,  title to which shall not be in or pass  automatically  to Landlord upon
such termination,  repairing all damage caused by such removal.  Property not so
removed shall, unless requested to be removed, be deemed abandoned by the Tenant
and title to the same shall  thereupon pass to Landlord under this Lease as by a
bill of sale. All other alterations, additions and improvements in, on or to the
Premises shall be dealt with and disposed of as provided in Article 6 hereof.

     26.3 All  obligations of Tenant under this Lease not fully  performed as of
the  expiration or earlier  termination of the Term shall survive the expiration
or  earlier  termination  of the Term.  In the event  that  Tenant's  failure to
perform prevents Landlord from releasing the Premises,  Tenant shall continue to
pay rent  pursuant to the  provisions  of Article 14 until such  performance  is
complete.  Upon the expiration or earlier  termination of the Term, Tenant shall
pay to Landlord the amount,  as  estimated by Landlord,  necessary to repair and
restore the  Premises as provided  in this Lease  and/or to  discharge  Tenant's
obligation for unpaid amounts due or to become due to


                                       13
<PAGE>


Landlord.  All such  amounts  shall be used and held by Landlord  for payment of
such  obligations of Tenant,  with Tenant being liable for any additional  costs
upon demand by  Landlord,  or with any excess to be returned to Tenant after all
such  obligations  have been  determined  and  satisfied.  Any otherwise  unused
Security  Deposit shall be credited  against the amount  payable by Tenant under
this Lease.

27. NOTICES.  Any notice or document required or permitted to be delivered under
this Lease shall be addressed to the intended  recipient,  shall be  transmitted
personally,  by fully prepaid  registered or certified United States Mail return
receipt  requested,  or  by  reputable  independent  contract  delivery  service
furnishing a written record of attempted or actual delivery, and shall be deemed
to be delivered  when  tendered for delivery to the addressee at its address set
forth on the  Reference  Page,  or at such  other  address  as it has then  last
specified by written notice  delivered in accordance with this Article 27, or if
to Tenant either its aforesaid  address or its last known  registered  office or
home of a general partner or individual owner,  whether or not actually accepted
or received by the addressee.

28. TAXES PAYABLE BY TENANT. In addition to rent and other charges to be paid by
Tenant under this Lease,  Tenant shall reimburse to Landlord,  upon demand,  any
and all taxes payable by Landlord  (other than net income taxes)  whether or not
now  customary  or within the  contemplation  of the parties to this Lease:  (a)
upon,  allocable  to, or measured by or on the gross or net rent  payable  under
this Lease,  including  without  limitation  any gross  income tax or excise tax
levied  by  the  State,  any  political  subdivision  thereof,  or  the  Federal
Government with respect to the receipt of such rent; (b) upon or with respect to
the possession, leasing, operation, management, maintenance, alteration, repair,
use or occupancy of the Premises or any portion  thereof,  including  any sales,
use or service  tax  imposed as a result  thereof;  (c) upon or  measured by the
Tenant's  gross  receipts  or  payroll  or  the  value  of  Tenant's  equipment,
furniture,   fixtures  and  other  personal  property  of  Tenant  or  leasehold
improvements, alterations or additions located in the Premises; or (d) upon this
transaction or any document to which Tenant is a party creating or  transferring
any  interest  of Tenant  in this  Lease or the  Premises.  In  addition  to the
foregoing, Tenant agrees to pay, before delinquency, any and all taxes levied or
assessed  against  Tenant and which become  payable  during the term hereof upon
Tenant's  equipment,  furniture,  fixtures and other personal property of Tenant
located in the Premises.

29. RELOCATION OF TENANT. Landlord, at its sole expense, on at least ninety (90)
days prior written notice, may require Tenant to move from the Premises to other
space of comparable  size and decor in order to permit  Landlord to  consolidate
the space leased to Tenant with other  adjoining space leased or to be leased to
another  tenant.  In the  event of any such  relocation,  Landlord  will pay all
expenses  of  preparing  and  decorating  the new  premises so that they will be
substantially  similar to the Premises from which Tenant is moving, and Landlord
will also pay the expense of moving  Tenant's  furniture  and  equipment  to the
relocated  premises.  In such event this Lease and each and all of the terms and
covenants  and  conditions  hereof  shall  remain in full  force and  effect and
thereupon be deemed applicable to such new space except that a revised Reference
Page and a revised  Exhibit A shall become part of this Lease and shall  reflect
the location of the new premises.

30. DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are for
convenience of reference and shall in no way define, increase, limit or describe
the scope or intent of any  provision  of this  Lease.  Any  indemnification  or
insurance  of  Landlord  shall  apply  to and  inure to the  benefit  of all the
following "Landlord Entities",  being Landlord,  Landlord's  investment manager,
and  the   trustees,   boards  of   directors,   officers,   general   partners,
beneficiaries,  stockholders,  employees and agents of each of them.  Any option
granted to Landlord shall also include or be exercisable by Landlord's  trustee,
beneficiary,  agents and  employees,  as the case may be. In any case where this
Lease is signed by more than one person,  the obligations under this Lease shall
be joint and several.  The terms  "Tenant" and "Landlord" or any pronoun used in
place thereof shall indicate and include the masculine or feminine, the singular
or plural  number,  individuals,  firms or  corporations,  and their and each of
their respective  successors,  executors,  administrators and permitted assigns,
according  to the  context  hereof.  The term  "rentable  area"  shall  mean the
rentable  area of the Premises or the Building as  calculated by the Landlord on
the  basis  of  the  plans  and  specifications  of  the  Building  including  a
proportionate  share of any common areas. Tenant hereby accepts and agrees to be
bound by the figures for the rentable space footage of the Premises and Tenant's
Proportionate Share shown on the Reference Page.

31.  TENANT'S  AUTHORITY.  If Tenant signs as a corporation  each of the persons
executing this Lease on behalf of Tenant represents and warrants that Tenant has
been and is  qualified  to do  business  in the state in which the  Building  is
located,  that the  corporation  has full right and authority to enter into this
Lease, and that all persons signing on behalf of the corporation were authorized
to do so by  appropriate  corporate  actions.  If Tenant signs as a partnership,
trust or other legal entity,  each of the persons executing this Lease on behalf
of Tenant  represents  and warrants that Tenant has compiled with all applicable
laws, rules and governmental regulations relative to its right to do business in
the state and that such entity on behalf of the Tenant was  authorized  to do so
by any and all



                                       14
<PAGE>


appropriate  partnership,  trust or other  actions.  Tenant  agrees  to  furnish
promptly  upon request a corporate  resolution,  proof of due  authorization  by
partners, or other appropriate documentation evidencing the due authorization of
Tenant to enter into this Lease.

32.  COMMISSIONS.  Each of the parties represents and warrants to the other that
it has not dealt with any broker or finder in connection with this Lease, except
as described on the Reference Page.

33. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its
provisions.  This Lease  shall in all  respects  be  governed by the laws of the
state in which the Building is located.

34.  SUCCESSORS AND ASSIGNS.  Subject to the provisions of Article 9, the terms,
covenants and conditions contained in this Lease shall be binding upon and inure
to the benefit of the heirs, successors,  executors,  administrators and assigns
of the parties to this Lease.

35. ENTIRE  AGREEMENT.  This Lease,  together  with its  exhibits,  contains all
agreements   of  the  parties  to  this  Lease  and   supersedes   any  previous
negotiations.  There  have  been  no  representations  made by the  Landlord  or
understandings made between the parties other than those set forth in this Lease
and its exhibits.  This Lease may not be modified except by a written instrument
duly executed by the parties to this Lease.

36. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a
reservation of the Premises.  Landlord shall not be bound by this Lease until it
has received a copy of this Lease duly  executed by Tenant and has  delivered to
Tenant a copy of this lease duly  executed by Landlord,  and until such delivery
Landlord  reserves  the  right  to  exhibit  and  lease  the  Premises  to other
prospective  tenants  notwithstanding  anything  contained  in this Lease to the
contrary,  Landlord may withhold  delivery of  possession  of the Premises  from
Tenant  until  such time as Tenant has paid to  Landlord  any  security  deposit
required by Article 5, the first  month's rent as set forth in Article 3 and any
sum owed pursuant to this Lease.

37. RECORDATION.  Tenant shall not record or register this Lease or a short form
memorandum hereof without the prior written consent of Landlord,  and then shall
pay all charges and taxes incident such recording or registration.

38. LIMITATION OF LANDLORD'S  LIABILITY.  Redress for any claim against Landlord
under this Lease  shall be limited to and  enforceable  only  against and to the
extent of Landlord's interest in the Building. The obligations of Landlord under
this Lease are not intended to and shall not be personally binding on, nor shall
any resort be had to the private  properties  of, any of it trustees or board of
directors and officers,  as the case may be, its investment manager, the general
partners thereof, or any beneficiaries,  stockholders,  employees,  or agents of
Landlord or the investment manager.


                                       15
<PAGE>


39.  RENT SCHEDULE.

<TABLE>
<CAPTION>
===========================================================================================
Period                            Square Feet   Annual Rent   Annual Rent      Monthly
                                              per square foot                Installment of
                                                                                 Rent
===========================================================================================
<S>                               <C>             <C>         <C>              <C>
Commencement Date--7/31/99        2,960.00        $17.50      $51,800.00       $4,316.67
-------------------------------------------------------------------------------------------
8/1/99--7/31/2000                 2,960.00        $18.00      $53,280.00       $4,440.00
-------------------------------------------------------------------------------------------
8/1/2000--7/31/2001               2,960.00        $18.50      $54,760.00       $4,563.33
-------------------------------------------------------------------------------------------
8/1/2001--7/31/2002               2,960.00        $19.00      $56,240.00       $4,686.67
-------------------------------------------------------------------------------------------
8/1/2002--7/31/2003               2,960.00        $19.75      $58,460.00       $4,871.67
===========================================================================================
</TABLE>


40.  PARKING. Free surface parking is available on a non-assigned, non-exclusive
basis, at a ratio of four (4) parking spaces per 1,000 square feet of rentable
area. Tenant shall also be entitled to the use of one (1) reserved parking space
in the covered garage.


41.  RADON GAS. As required by (section) 404,056(6), Florida Statutes, the
following notification is made regarding radon gas: Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county public health unit.


LANDLORD:                                         TENANT:

CB SANLANDO CENTER, INC.                          MAGLIO, INC.

By RREEF Management Company, a Delaware
corporation

By:  /s/ Charleen E.L. Burgio                     By: /s/ Richard J. Maglio
     --------------------------------------           --------------------------
     Charleen E.L. Burgio, District Manager               Richard J. Maglio
                                                  Title:   President
                                                       -------------------------
Dated:  6/18                 1998                 Dated: June 10, 1998
     ----------------------,                            ------------------------
Witnesses:                                        Witnesses:

/s/ Karen S. Padgett                               /s/ ILLEGIBLE
-------------------------                         -----------------------------
/s/  Carolyn S. Gaston                            /s/ Connie Patterson
-----------------------                           ------------------------------




                                       16
<PAGE>


                                    EXHIBIT A


                attached to and made a part of Lease bearing the
                  Lease Reference Date of May 28, 1998 between
                   CB Sanlando Center, Inc., as Landlord and
                            Maglio, Inc., as Tenant


                                    PREMISES

Exhibit A is intended only to show the general layout of the Premises as of the
beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth in Section 17.2 with respect to arrangements and/or
locations of public parts of the Building and changes in such arrangements
and/or locations. It is not to be scaled; any measurements or distances shown
should be taken as approximate.




[DIAGRAM]






<PAGE>


                                   EXHIBIT B


                attached to and made a part of Lease bearing the
                  Lease Reference Date of May 28, 1998 between
                   CB Sanlando Center, Inc., as Landlord and
                            Maglio, Inc., as Tenant


                              INITIAL ALTERATIONS

1.   Landlord's Work. Landlord shall provide design and construction of the work
described in Schedule I attached hereto ("Landlord's Work"). Tenant may not use
or occupy the Premises with a number of personnel greater than is contemplated
in the approved space plans. As further provided herein, Tenant shall be
responsible for the incremental cost of Landlord's Work in excess of the Maximum
TI Allowance (defined below). The certificate of Landlord's architect that the
work to be done by Landlord pursuant to this Exhibit B has been substantially
completed shall be adequate evidence that the Premises have been completed in
accordance with the requirements of the Lease and that possession thereof has
been deemed delivered to Tenant, for all purposes of the Lease, including the
commencement of payment of rent.

2.   Cost and Allowance.

     2.1 Prior to commencing any of Landlord's Work, Landlord shall submit to
Tenant for Tenant's approval a written estimate of the cost of Landlord's Work
(an "Estimate"). Landlord may require Tenant to deposit that amount of the
amount of the Estimate which exceeds the Maximum TI Allowance with Landlord
within five (5) days after Landlord's written request therefor. Such deposit
shall be held as security for the payment of, and shall be credited, without
interest, against the sums payable by Tenant under this Lease. Landlord shall
not be required to commence its work until such payment is received, and, for
purposes only of determining if Landlord has timely complied with its
construction obligation under Section 2.2, the Scheduled Commencement Date shall
be extended one (1) day for each day that such payment is delayed after such
five day period.

     2.2 This Lease and the rental rates provided for herein are premised on a
total cost of Landlord's Work not to exceed $20,720.00 ($7.00 per RSF, the
"Maximum TI Allowance"). The "cost of Landlord's Work" includes, without
limitation:

         2.2.1 All costs and expenses actually incurred by Landlord pertaining
to Landlord's Work, including, but not limited to, costs charged by contractors,
subcontractors and general and other conditions costs and expenses in connection
with preparation of the Premises for occupancy;

         2.2.2 All costs and expenses of preparation of the plans for such
construction, and site inspection and contract administration by Landlord's
consulting architects and/or engineers;

         2.2.3 All costs of permits, licenses and other approvals required for
the performance of Landlord's Work; and

         2.2.4 A construction management fee to Landlord of five percent (5%) of
the total of all such costs under the foregoing Paragraphs 2.2.1, 2.2.2 and
2.2.3.

     2.3 If the total cost of Landlord's Work exceeds the Maximum TI Allowance,
the entire amount of such excess shall be borne by Tenant and shall be paid to
Landlord by Tenant upon demand as additional rent under the Lease.

3.   Miscellaneous

     3.1 Except as set forth in this Exhibit B, Landlord has no other agreement
with Tenant and has no obligation to do any work with respect to the Premises.
Any other work in the Premises which may be permitted by Landlord pursuant to
the terms and conditions of the Lease shall be done at Tenant's sole cost and
expense and in accordance with the terms and provisions of the Lease.

     3.2 All rights and remedies of Landlord herein created or otherwise
existing at law or equity are cumulative, and the exercise of one or more such
rights or remedies shall not be deemed to exclude or waive the right to the
exercise of any other rights or remedies. All such rights and remedies may be
exercised and enforced concurrently and whenever and as often as deemed
desirable.

     3.3 This Exhibit B shall not be deemed applicable to any additional space
added to the original Premises at any time or from time to time, whether by any
options under the Lease or otherwise, or to any portion of

<PAGE>


the original Premises or any additions thereto in the event of a renewal or
extension of the original term of the Lease, whether by any options under the
Lease or otherwise.

4. Recapture of Concessions. Tenant understands and agrees that in entering into
this Lease, Landlord is relying upon receipt of all the base rent to become due
with respect to all of the Leased Premises over the full term of this Lease for
amortization, including an interest factor of ten (10%) per annum (the "Interest
Rate") of the Concession Amount. For purposes hereof, the "Concession Amount"
shall be defined as the aggregate of the Maximum TI Allowance and the brokers'
commissions becoming due by reason of this Lease.

Accordingly, Tenant agrees that if this Lease or Tenant's right to possession of
the Leased Premises leased hereunder shall be terminated as of any date
("Termination Date") prior to the expiration of the full Term hereof by reason
of a default of Tenant, there shall be due and owing to Landlord as of the day
prior to the Termination Date, as rent in addition to all other amounts owed by
Tenant as of such Date, the amount ("Unamortized Amount") of the Concession
Amount determined as set forth below; provided, however, that in the event that
such amounts are recovered by Landlord pursuant to any other provision of this
Lease, Landlord agrees that it shall not attempt to recover such amounts
pursuant to this paragraph.

For the purposes hereof, the Unamortized Amount shall be determined in the same
manner as the remaining principal balance of a mortgage with the Interest Rate
payable in level payments over the same length of time would be determined; to
illustrate, according to a standard mortgage amortization table the principle
amount outstanding at the end of the fifth year of a loan of $1,000.00 payable
in level payments with interest at 8% over ten years will be $598.00 assuming
all payments to that point are made as due.


<PAGE>


                                   SCHEDULE I

                                LANDLORD'S WORK

Construction per plans and specifications dated 6-10-98 (accepted by Tenant on
6-11-98) prepared by Scott Bray Design Associates.



<PAGE>


                                   EXHIBIT C

                attached to and made a part of Lease bearing the
                  Lease Reference Date of May 28, 1998 between
                   CB Sanlando Center, Inc., as Landlord and
                            Maglio, Inc., as Tenant


                             RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be installed
or displayed on any part of the outside or inside of the Building without the
prior written consent of the Landlord. Landlord shall have the right to remove,
at Tenant's expense and without notice, any sign installed or displayed in
violation of this rule. All approved signs or lettering on doors and walls shall
be printed, painted, affixed or inscribed at the expense of Tenant by a person
or vendor chosen by Landlord. In addition, Landlord reserves the right to change
from time to time the format of the signs or lettering and to require previously
approved signs or lettering to be appropriately altered.

2. If Landlord objects in writing to any curtains, blinds, shades or screens
attached to or hung in or used in connection with any window or door of the
Premises, Tenant shall immediately discontinue such use. No awning shall be
permitted on any part of the Premises. Tenant shall not place anything or allow
anything to be placed against or near any glass partitions or doors or windows
which may appear unsightly, in the opinion of Landlord, from outside the
Premises.

3. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances,
elevators, escalators or stairways of the Building. The halls, passages, exits
entrances, shopping malls, elevators, escalators and stairways are not for the
general public, and Landlord shall in all cases retain the right to control and
prevent access to the Building of all persons whose presence in the judgment of
Landlord would be prejudicial to the safety, character, reputation and interest
of the Building and its tenants provided that nothing contained in this rule
shall 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 shall go upon the roof of the Building.

4. The directory of the Building will be provided exclusively for the display of
the name and location of tenants only and Landlord reserves the right to exclude
any other names therefrom.

5. All cleaning and janitorial services for the Building and the Premises shall
be provided exclusively through Landlord. Tenant shall not cause any unnecessary
labor by carelessness or indifference to the good order and cleanliness of the
Premises. Landlord shall not in any way be responsible to any Tenant for any
loss of property on the Premises, however occurring, or for any damage to any
Tenant's property by the janitor or any other employee or any other person.

6. Landlord will furnish Tenant free of charge with two keys to each door in the
Premises. Landlord may make a reasonable charge for any additional keys, and
Tenant shall not make or have made additional keys, and Tenant shall not alter
any lock or install a new or additional lock or bolt on any door of its
Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord
the keys of all doors which have been furnished to Tenant, and in the event of
loss of any keys so furnished, shall pay Landlord therefor.

7. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's instructions in
their installation.

8. No equipment, materials, furniture, packages, supplies, merchandise or other
property will be received in the Building or carried in the elevators except
between such hours and in such elevators as may be designated by Landlord.

9. Tenant shall not place a load upon any floor which exceeds the load per
square foot which such floor was designed to carry and which is allowed by law.
Landlord shall have the right to prescribe the weight, size and position to all
equipment, materials, furniture or other property brought into the Building.
Heavy objects shall, stand on such platforms as determined by Landlord to be
necessary to properly distribute the weight. Business machines and mechanical
equipment belonging to Tenant which cause noise or vibration that may be
transmitted to the structure of the Building or to any space in the Building to
such a degree as to be objectionable to Landlord or to any tenants shall be
placed and maintained by Tenant, at Tenant's expense, on vibration eliminators
or other devices sufficient to eliminate noise or vibration. The persons
employed to move such equipment in or out of the Building must be acceptable to
Landlord. Landlord will not be responsible for loss of, or damage to, any such
equipment or other property from any cause, and all damage done to the Building
by maintaining or moving such equipment or other property shall be repaired at
the expense of Tenant.


                                      C-1
<PAGE>


10. Tenant shall not use any method of heating or air conditioning other than
that supplied by Landlord. Tenant shall not waste electricity, water or air
conditioning. Tenant shall keep corridor doors closed.

11. Landlord reserves the right to exclude from the Building between the hours
of 6 p.m. and 7 a.m. the following day, or such other hours as may be
established from time to time by Landlord, and on Sundays and legal holidays any
person unless that person is known to the person or employee in charge of the
Building and has a pass or is properly identified. Tenant shall be responsible
for all persons for whom it requests passes and shall be liable to Landlord for
all acts of such persons. Landlord shall not be liable for damages for any error
with regard to the admission to or exclusion from the Building of any person.

12. Tenant shall close and lock the doors of its Premises and entirely shut off
all water faucets or other water apparatus and electricity, gas or air outlets
before Tenant and its employees leave the Premises. Tenant shall be responsible
for any damage or injuries sustained by other tenants or occupants of the
Building or by Landlord for noncompliance with this rule.

13. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed, no
foreign substance of any kind whatsoever shall be thrown into any of them, and
the expense of any breakage, stoppage or damage resulting from the violation of
this rule shall be borne by the Tenant who, or whose employees or invitees,
shall have caused it.

14. Tenant shall not install any radio or television antenna, satellite dish,
loudspeaker or other device on the roof or exterior walls of the Building.
Tenant shall not interfere with radio or television broadcasting or reception
from or in the Building or elsewhere.

15. Except as approved by Landlord, Tenant shall not mark, drive nails, screw or
drill into the partitions, woodwork or plaster or in any way deface the
Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix
any floor covering to the floor of the Premises in any manner except as approved
by Landlord. Tenant shall repair any damage resulting from noncompliance with
this rule.

16. Tenant shall not install, maintain or operate upon the Premises any vending
machine.

17. Tenant shall store all its trash and garbage within its Premises. Tenant
shall not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage disposal.
All garbage and refuse disposal shall be made in accordance with directions
issued from time to time by Landlord.

18. No cooking shall be done or permitted by any Tenant on the Premises, except
by the Tenant of Underwriters' Laboratory approved microwave over or equipment
for brewing coffee, tea, hot chocolate and similar beverages shall be permitted
provided that such equipment and use is in accordance with all applicable
federal, state and city laws, codes, ordinances, rules and regulations.

19. Tenant shall not use in any space or in the public halls of the Building any
hand trucks except those equipped with the rubber tires and side guards or such
other material-handling equipment as Landlord may approve. Tenant shall not
bring any other vehicles of any kind into the Building.

20. Tenant shall not use the name of the Building in connection with or in
promoting or advertising the business of Tenant except as Tenant's address.

21. The requirements of Tenant will be attended to only upon appropriate
application to the office of the Building by an authorized individual. Employees
of Landlord shall not perform any work or do anything outside of their regular
duties unless under special instruction from Landlord, and no employee of
Landlord will admit any person (Tenant or otherwise) to any office without
specific instructions from Landlord.

22. 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
shall be construed as a waiver of such Rules and Regulations in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Building.

23. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of premises in the Building.

24. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for safety and
security, for care and cleanliness of the Building and for the preservation of
good order in and about the Building. Tenant agrees to abide by all such rules
and regulations in this Exhibit C stated and any additional rules and
regulations which are adopted.


                                      C-2
<PAGE>


25. No smoking policy: no smoking is permitted in the Building, except in areas,
if any, specifically designated for smoking by Landlord.

26. Tenant shall be responsible for the observance of all of the foregoing rules
by Tenant's employees, agents, clients, customers, invitees and guests.







                                      C-3
<PAGE>




                               LANDLORD'S CONSENT


     The undersigned, as landlord under the Lease dated May 28, 1998, by and
between Magio, Inc. (Tenant) and CB Sanlando Center, Inc. (Landlord), does
hereby consent to the Assignment from Maglio, Inc. to Maglio-Accufacts
Pre-Employment Screening, Inc. under the following terms and conditions:

1.   No Waiver. Landlord's consent shall not be deemed to be a waiver of any
     restrictions contained in the Lease concerning further assignment,
     subleasing or hypothecation of the Lease.

2.   Assignor's Liability. Assignor and any guarantor of the Lease obligations
     shall remain liable for the performance of all provisions of the Lease, to
     the same extent as provided in the Lease.

3.   Broker Fees. Assignor and Assignee shall indemnify, defend and hold
     Landlord harmless from and against any fees or commissions to any real
     estate broker or agent in connection with this assignment of lease.

4.   Assignment Cost to Transfer. In connection with this assignment, Assignor
     shall pay to Landlord a fee of $500.00 to defray Landlord's cost in
     effecting such transfer.

5.   Conflicts. In the event of any conflict between the terms and provisions of
     the Lease and the Assignment, the terms and provisions of the Lease shall
     control.

6.   Landlord's Liability. Redress for any claims against Landlord under the
     Lease or this Assignment of Lease shall only be made against Landlord to
     the extent of Landlord's interest in the property to which the Premises are
     a part. The obligations of Landlord under the Lease and this Assignment of
     Lease shall not be personally binding on, nor shall any resort be had to
     the private properties of, any of its trustees or board of directors and
     officers, as the case may be, the general partners thereof or any
     beneficiaries, stockholders, employees or agents of Landlord, or its
     investment managers.



LANDLORD:
CB Sanlando Center, Inc.
a Delaware corporation

By:    RREEF Management Company
       a Delaware corporation

By:    /s/ Charleen E.L. Burgio
       ------------------------
       Charleen E.L. Burgio
Title: District Manager
Date:  10/13/99