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                                                                   EXHIBIT 10.58


                                 LEASE AGREEMENT

         3401 ASSOCIATES, L.P., (hereinafter referred to as "Lessor") agrees to
lease to the Lessee named in the Schedule (hereinafter referred to as "Lessee"),
and Lessee accepts from Lessor the Leased Premises described in the Schedule
(hereinafter referred to as the "Leased Premises") in consideration of the
following mutual covenants and conditions:

         1. TERM. This Lease shall commence upon the Commencement Date specified
in the Schedule, and it shall continue until the Expiration Date specified in
the Schedule (hereinafter referred to as the "Term"). In the event of any delay
on the part of Lessor in making the Leased Premises available for occupancy by
Lessee that is not caused by Lessee, the Commencement Date of the Term and the
obligation of the Lessee to pay rent on the Leased Premises shall be extended to
the date the Leased Premises are ready for occupancy by the Lessee. If Lessor
shall fail to make the Leased Premises ready for occupancy by Lessee within
three (3) months after the date for commencement of the Term specified above as
extended by the period of any delay caused by Lessee, Lessee at its sole
discretion, may terminate this Lease by written notice to Lessor prior to
Lessee's occupancy of the Leased Premises.

         2. RENT. Lessee shall pay an annual base rental in the amount specified
in the Schedule (hereinafter referred to as "Base Rental"). Such Base Rental,
together with one-twelfth (1/12) of the Base Rental Adjustment as hereinafter
defined, shall be due and payable in advance without demand on the first day of
each calendar month during the Term of this Lease. In addition, Lessee shall pay
to Lessor any sales, use or other tax (excepting corporate excise and income
tax) that may be levied upon or in any way measured by this Lease or the rents
payable by Lessee, notwithstanding the fact that a statue, ordinance or
enactment imposing the same may endeavor to impose such tax upon Lessor. If the
Term of this Lease commences on other than the first day of a calendar month or
terminates on other than the last day of a calendar month, then the Base Rental
and the Base Rental Adjustment for such month or months shall be prorated.
Lessee shall also pay as additional rent, all such other sums of money as shall
become due from and payable by Lessee to Lessor under this Lease. All rent or
other payments due hereunder, if not paid when due, shall bear interest at the
per annum rate of the Base Rate of interest that Citibank, N. A. establishes
from time to time as its Base Rate, plus 2%, said interest rate to be adjusted
on the date the Base Rate changes, but not to exceed the maximum lawful rate of
interest chargeable under the laws of the State of Tennessee, from the date due
until paid. In addition, Lessee shall pay to Lessor all costs of collection of
the sums due hereunder including reasonable attorney fees.

         3. SECURITY DEPOSIT. Lessor acknowledges that Lessee has deposited with
Lessor a security deposit in the amount specified in the Schedule, and Lessor
shall apply such security deposit to any delinquent rent due Lessor under this
Lease. Lessee shall not be entitled to interest on the security deposit, and
Lessor may commingle such security deposit with other funds of Lessor.
Furthermore, Lessor at its option may apply such part of the deposit as may be
necessary to cure any default under this Lease, and if Lessor does so, Lessee
shall, upon demand, redeposit with Lessor an amount equal to that so applied so
that Lessor will have the full security deposit on hand at all times during the
term of this Lease. Upon the termination of this Lease, provided Lessee is not
in default hereunder,

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Lessor shall refund to Lessee any of the then remaining balance of the deposit
without interest. In the event of a sale or leasing of the Building or the real
property on which the Building is located, Lessor shall have the right to
transfer the deposit to the vendee or lessee and Lessor shall thereupon be
released by Lessee from all liability for the return of such deposit and Lessee
agrees to look to the new landlord solely for the return of said deposit. The
provisions hereof shall apply to every transfer or assignment made of the
deposit to a new landlord.

         4. IMPROVEMENTS TO LEASED PREMISES. Lessee agrees to furnish Lessor
with a detailed floor plan layout and working drawings (the "Plans") reflecting
the partitions and improvements desired by Lessee in the Leased Premises no
later than the date specified in the Schedule. After receipt and approval of
said Plans by Lessor's Architect, Lessor will cause the Leased Premises to be
constructed in accordance therewith by a contractor approved by Lessor;
provided, however, Lessor shall not be required to install any partitions or
improvements that are not in conformity with the plans and specifications for
the Building referenced in the Schedule (hereinafter referred to as the
"Building") or which are not approved by Lessor's architect. The cost of all
improvements in excess of the Tenant Cost Allowance as set forth in the Schedule
plus an additional overhead charge of 15% shall be paid by Lessee to Lessor
prior to commencement of construction promptly upon being invoiced therefor.
Failure on the part of Lessee to deliver plans in a timely manner or subsequent
changes requested by Lessee that delay construction work are to be regarded as
delays caused by the Lessee, for the purpose of determining the Commencement
Date of the Term and the obligation of Lessee to commence payment of rent.

         5. BASE RENTAL ADJUSTMENT. The Base Rental Adjustment shall be
calculated and paid as follows:

                  (a) The Rentable Area (hereinafter referred to as "RA") in the
Leased Premises is hereby stipulated to be the number of square feet of Rentable
Area specified in the Schedule, whether the same should be more or less as a
result of variations resulting from actual construction and completion of the
Leased Premises for occupancy.

                  (b) "Operating Costs" shall mean all operating expenses of the
Building and all Common Areas as hereinafter defined as computed on the cash
basis in accordance with generally accepted accounting principles consistently
applied and shall include all expenses, costs and disbursements (but not
payments of principal and interest on notes secured by deeds of trust on the
Building and Common Areas, capital investment items related to the initial
construction of the Building and Common Areas and replacements thereof, or costs
specially billed to specific tenants) of every kind and nature that Lessor shall
pay or become obligated to pay because of or in connection with the ownership
and operation of the Building or Common Areas, including but not limited to, the
following:

                        (i) Wages, salaries, taxes, insurance and benefits
directly attributable to all employees engaged in operating, maintaining,
managing or providing security for the Building or Common Areas and to personnel
who may provide traffic control relating to ingress and egress between the
parking areas and adjacent public streets.


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                        (ii) All supplies and materials used in operation and
maintenance of the Building and Common Areas.

                        (iii) Utilities for the Building and Common Areas,
including water, power, heating, lighting, air conditioning and ventilation.

                        (iv) Maintenance, janitorial, security, and service
agreements for the Building or Common Areas, the sidewalks and common areas,
appurtenant to the Building, and the equipment therein.

                        (v) Casualty, liability, and rent loss insurance
applicable to the Building and Common Areas and Lessor's personal property used
in connection therewith.

                        (vi) Taxes, assessments and governmental charges
attributable to the Building and all Common Areas.

                        (vii) Repairs and general maintenance (excluding repairs
and general maintenance paid by proceeds of insurance or by Lessee or other
third parties).

                        (viii) Amortization of the cost of installation of
capital investment items that are primarily for the purpose of reducing
Operating Costs as hereinafter defined or which may be required by governmental
authority by the passage of new laws, regulations, or requirements.

                        (ix) Lessor's accounting costs attributable to the
Building.

                        (x) Fees paid by Lessor for management of the Building.

                        (xi) Legal consultants', appraisers' and auditing fees
incurred in connection with an appeal for reduction of taxes or for other
management purposes directly incurred in the operation of the Building and all
Common Areas.

                  (c) Lessee's Annual Base Rental includes an annual component
applicable to Operating Costs (as herein defined) equal to those costs for the
calendar year 1996.

                  (d) For the purpose of computing the annual amount of
Operating Costs per square foot of RA, RA for the entire Building shall be
deemed to be 250,000 Rentable Square Feet.

                  (e) As Additional Base Rental, Lessee shall pay Lessor an
amount equal to the excess of annual Operating Costs per square foot of RA over
the annual Operating Costs component of Lessee's Base Rental described in
subparagraph (c) hereof during any calendar year within the Term of this Lease,
or during any fractional part of a calendar year, with Lessee's obligation in
such case to be prorated (the "Base Rental Adjustment"). For this purpose,
Lessor may estimate the amount by which the annual Operating Costs per square
foot of RA for each calendar year or portion thereof during the Term will exceed
the annual Operating Costs component described in subparagraph (c) hereof, and
Lessee's Base Rental shall be adjusted upward by the amount of such estimated
excess multiplied by Lessee's RA (the "Estimated Base Rental Adjustment"). Said
Estimated Base Rental


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Adjustment shall be divided by twelve and paid to Lessor as Additional Base
Rental monthly on the same day the Monthly Base Rental is due and payable.

                  (f) Within one hundred, fifty (150) days or as soon thereafter
as may be reasonably practicable after the conclusion of each calendar year
during the Term, Lessor shall furnish to Lessee a report describing the actual
amount of Operating Costs per square foot or RA for such calendar year and the
actual Base Rental Adjustment. A lump sum payment shall be made by Lessor to
Lessee or by Lessee to Lessor, as appropriate, within thirty (30) days after the
delivery of such report equal to the amount of any difference between the actual
Base Rental Adjustment payable by Lessee pursuant to this Section 5 and the
amount of any previous payments thereof by Lessee due to the Estimated Base
Rental Adjustment based upon Lessor's estimate of annual Operating Costs. For a
ninety (90) day period following the giving of such report, Lessor shall afford
Lessee reasonable access to Lessor's books and records with respect to Operating
Costs, to enable Lessee to verify the amount of Operating Costs that are the
basis for the computation of the actual Base Rental Adjustment and the actual
amount of the difference to be paid by Lessee or Lessor, as applicable; or, in
lieu of such right of inspection, Lessor may, in its sole discretion, provide
Lessee with an audit of Lessor's books and records with respect to Operating
Costs prepared by an independent certified public accountant.

         6. SERVICES TO BE FURNISHED BY LESSOR. Lessor shall furnish the
following services:

                  (a) Entry to the Leased Premises during normal working hours
on business days. On other days and after normal working hours, Lessee may have
entry to the Leased Premises at such times by a key, card key system, or by
signing in with a guard, whichever is chosen by Lessor.

                  (b) Elevator facilities on business days from 7:00 a. m. to
6:00 p. m. and an elevator subject to call at all other times.

                  (c) Hot and cold water at those points of supply provided for
general use of other tenants in the Building; central heat and air conditioning
in season from 7:00 a.m. to 5:30 p. m. on business days and from 7:00 a. m. to
2:00 p. m. on Saturdays, at such temperatures and in such amounts as are
considered by Lessor to be standard, but service at times during business days
other than normal business hours for the Building, other hours on Saturdays, and
on Sundays and holidays or in an amount considered by Lessor to be in excess of
standard (machinery, lighting fixtures or equipment in the Leased Premises
having an electrical load in excess of four (4) watts per square foot of RA or
occupancy in excess of one person per 200 square feet of RA being conclusively
presumed to be in excess of standard) to be furnished only upon the request of
Lessee, who shall bear the entire cost thereof; routine maintenance and electric
lighting service for all public areas and special service areas of the Building
in the manner and to the extent deemed by Lessor to be standard.

                  (d) Janitorial service on business days; provided Lessee shall
provide cleaning for any area used for storage, preparation, service or
consumption of food or beverages on a daily basis and pest extermination on a
monthly basis in a manner satisfactory to Lessor.


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                  (e) Electrical facilities and sufficient power for
typewriters, voice writers, calculating and duplicating machines, personal
computers, and other machines of similar low electrical consumption; but not
including electricity required for main frame or mini-computer, electronic data
processing equipment and special lighting in excess of building standards, or
any item of electrical equipment which (singularly) consumes more than 0.5
kilowatts at rated capacity or requires a voltage other than 120 volts single
phase. If Lessee uses any of the services or electrical current as enumerated in
this subparagraph (e) in an amount greater than 5,000 watt hours annually per
square foot of RA or such larger amounts as may be deemed excessive by Lessor,
Lessor reserves the right to charge Lessee as Additional Rent a reasonable sum
as reimbursement for the direct cost of such added services. Said Additional
Rent shall be due and payable on the same day the Monthly Base Rental is due and
payable as set forth in paragraph 2 hereof. In the event of disagreement as to
the reasonableness of such charge, the opinion of the appropriate local utility
company or a local independent professional engineer reasonably selected by
Lessor shall prevail. Any additional equipment, feeders or risers necessary to
supply Lessor's electrical requirements in excess of the amount to be provided
by Lessor pursuant to this subsection (e) shall be supplied by Lessor at the
expense of Lessee, provided such installations will not, in Lessor's judgement,
overload the electrical system of the Building or entail excessive or
unreasonable alterations to the Building or the Leased Premises.

                  (f) All building standard fluorescent bulb replacement in all
areas and all incandescent bulb replacement in public areas, toilet and restroom
areas and stairwells. Failure by Lessor to any extent to furnish the services
described in this Section 6, or any cessation thereof, resulting from the repair
or alteration of the Building or causes beyond the reasonable control of Lessor
shall not be construed as an eviction of Lessee, nor work an abatement of rent,
nor relieve Lessee from fulfillment of any covenant or agreement hereof.

         7. COMMON AREAS. During the term of this Lease, for so long as Lessee
is not in default hereunder, Lessor grants Lessee a non-exclusive license to use
and occupy in common with others so entitled, the common areas of the Building,
including, but not limited to, corridors, stairways, elevators, restrooms,
lobbies, entranceways, parking areas, service roads, loading facilities,
sidewalks, and other facilities as may be designated from time to time by Lessor
subject to the terms and conditions of this Lease.

         8. KEYS, LOCKS AND CARD KEYS. Lessor shall furnish Lessee with two (2)
keys for each corridor door entering the Leased Premises and two (2) card keys
(if applicable) to the Building. Additional keys will be furnished at a charge
by Lessor on an order signed by Lessee or Lessee's authorized representative.
All such keys shall remain the property of Lessor. No locks shall be allowed on
any door of the Leased Premises nor shall Lessee change the locks without
Lessor's permission, and Lessee shall not make, or permit to be made any
duplicate keys, except those furnished by Lessor. Upon termination of this
Lease, Lessee shall surrender to Lessor all keys and card keys of the Leased
Premises and give to Lessor the explanation of the combination of all locks for
safes, safe cabinets and vault doors, if any, installed in the Leased Premises
by Lessee.

         9. GRAPHICS. Lessor shall provide and install, at Lessor's cost, all
letters or numerals on entrance doors to the Leased Premises and Building
Directory. All such letters and numerals shall be in the Building standard
graphics and size, and no others shall be used or permitted on the Leased
Premises.


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         10. PARKING. Lessee at all times during the term of this Lease agrees
to lease parking rights for at least five cars in the Parking Garage located
adjacent to the Building. No specific spaces in the Parking Garage are to be
assigned to Lessee, but Lessor shall issue to Lessee the aforesaid number of
stickers or tags, each of which will authorize parking in the Parking Garage of
a car on which the sticker or tag is displayed, or Lessor will provide a
reasonable alternative means of identifying and controlling cars authorized to
be parked in the Parking Garage. Lessor may designate the area within which each
such car may be parked and Lessor may change such designations from time to
time. Lessor may make, modify and enforce rules and regulations relating to the
parking of automobiles in the Parking Garage, and Lessee will abide by such
rules and regulations.

                  Lessee covenants and agrees to pay Lessor during the term of
this Lease as additional rental hereunder, the sum of $10.00 per car per month
(the "Basic Parking Charge"), such sum to be payable quarterly in advance on the
first day of each and every calendar quarter during the term hereof, and a pro
rata portion of such sum shall be payable for the first partial calendar month
of any calendar quarter in the event that the lease term commences on a date
other than the first day of a calendar month. The Basic Parking Charge shall be
adjusted from time to time at any time.

                  All costs and expenses and the Basic Parking Charge which
Lessee assumes or agrees to pay to Lessor pursuant to this lease, shall be
deemed additional rent and, in the event of non-payment thereof, Lessor shall
have all the rights and remedies herein provided for in case of non-payment of
Rent.

         11. PERMITTED USES. Lessee shall use and occupy the Leased Premises for
the purpose specified in the Schedule and for no other purpose; provided,
however Lessee shall not occupy or use, or permit any portion of the Leased
Premises to be occupied or used for any business or purpose which is unlawful,
disreputable or deemed to be extra-hazardous on account of fire, or permit
anything to be done which would in any way increase the rate of fire or
liability or any other insurance coverage on the Building and/or its contents,
cause the load upon any floor of the Building to exceed the load for which the
floor was designed or the amount permitted by law, or use electrical energy
exceeding the capacity of the then existing feeders or wiring installations.
Lessee shall further conduct its business and control its agents, employees,
invitees, and visitors in such manner as not to create any nuisance, or
interfere with, annoy or disturb any other tenant or Lessor in its operation of
the Building. No food, soft drink or other vending machine shall be installed
within the Leased Premises. Lessee shall not allow the Premises to be used in
any way which could be construed as a public accommodation and shall indemnify
and hold Lessor harmless against any costs that may be incurred as a result of
such use.

         12. LAWS, REGULATIONS, AND RULES OF BUILDING. Lessee shall comply with
all applicable laws, ordinances, rules and regulations relating to the use,
condition or occupancy of the Leased Premises and all common areas. Lessee shall
comply with reasonable rules and regulations as may be adopted or altered by
Lessor from time to time for the safety, care and cleanliness of the Leased
Premises, Building and common areas and for preservation of good order therein
after receiving notice thereof, including, but not limited to, the Rules and
Regulations attached hereto as Schedule 2.


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         13. REPAIRS BY LESSOR. Except as otherwise provided in Section 4
hereof, Lessor shall not be required to make any improvements to or repairs of
any kind or character in the Leased Premises during the Term of this Lease,
except such repairs as may be deemed necessary by Lessor for normal maintenance
operations required to maintain the Leased Premises in tenantable condition.
Lessor shall keep in good order, condition and state of repair the structural
portions of the Building, the plumbing, heating, air conditioning and electrical
system and the common area facilities provided by Lessor under the provisions
hereof; provided, however, Lessor's obligation to make such repairs shall not
relieve Lessee of the obligation to pay all sums which become due under this
Lease. The obligation of Lessor to maintain and repair the Leased Premises shall
be limited to building standard items. Special leasehold improvements will, at
Lessee's written request, be maintained by Lessor at Lessee's expense, at a cost
or charge equal to the direct costs incurred in such maintenance plus 15% of
said cost to cover overhead. Lessee shall reimburse Lessor upon demand for the
cost of repairing any damage to the Leased Premises or the Building caused by
the deliberate act or negligent act of Lessee or its employees, agents or
invitees not covered by insurance. Lessee shall, at its expense, keep in good
order, condition and state of repair all portions of the Leased Premises with
the exception of those to be maintained and repaired by Lessor under the
foregoing provisions. In the event Lessee fails to comply with the requirements
of this paragraph, Lessor may make such maintenance and repair and the cost
thereof, plus 15% of said costs to cover overhead, with interest at 15% per
annum shall be immediately payable to Lessor as Additional Rent.

         14. REPAIRS AND ALTERATIONS BY LESSEE. Lessee shall, at its own cost
and expense, repair or replace any damage or injury done to the Leased Premises
or the Building or Common Area, caused by Lessee or Lessee's agents, employees,
invitees, contractors, or servants; provided, however, if Lessee fails to make
such repairs or replacements promptly, Lessor may, at its option, make such
repairs or replacements, and Lessee shall pay the costs thereof to the Lessor on
demand as additional rent. No alterations in the Leased Premises or signs
visible from outside the Leased Premises shall be made or installed by Lessee
without the prior written consent of Lessor, and at Lessor's election such
alterations or additions shall become the property of Lessor upon termination of
this Lease. All plans for repairs, replacements, alterations, or installations
required or permitted to be made by Lessee shall be subject to the approval of
Lessor, which may be subject to any reasonable protections or restrictions
designed to preserve the architectural design and structural integrity of the
Building and to protect against claims by materialmen and laborers.

         15. CARE OF LEASED PREMISES. Lessee shall not commit or allow any waste
or damage to be committed on any portion of the Leased Premises, and at the
termination of this Lease, Lessee shall deliver possession of the Leased
Premises to Lessor in as good condition as at date of possession by Lessee, or
as the same may have been improved during the term, ordinary wear and tear or
damage resulting from fire or other unavoidable casualty excepted. If Lessee
installs improvements in the Leased Premises reasonably determined by Lessor to
be special or non-standard, Lessor may require Lessee to remove such special or
non-standard improvements and restore the Leased Premises to its original
condition at Lessee's sole cost and expense upon the termination of this Lease.

         16. LESSOR'S RIGHT TO SUBSTITUTE SPACE. (a) In the event the Demised
Premises leased to Tenant contain less than one-half (1/2) of the total square
feet of Rentable Floor


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Area on the floor on which the Demised Premises are located, Landlord reserves
the right at any time or from time to time, at its option and upon giving not
less than thirty (30) days' prior written notice to Tenant, to transfer and
remove Tenant from the Demised Premises herein specified to any other available
rooms and offices of substantially equal size and area in the Building (or other
building in the development of which the Building is a part) and at an
equivalent Base Rental. Landlord shall bear the expense of said removal together
with the reasonable expense of replacement business cards and stationery and the
expense of any renovation or alterations to said substituted space necessary to
make the same substantially conform in arrangement and layout to the original
space described in this Lease. If Landlord exercises such option, then the
substituted space shall for all purposes hereof be deemed to be and to
constitute the Demised Premises under this Lease and all terms, conditions,
covenants, warranties, agreements and provisions of this Lease including but not
limited to the same Base Rental Rate per square foot of Rentable Floor Area
shall continue in full force and effect and shall apply to the substituted
space. Tenant agrees to vacate the Demised Premises herein specified and
relocate to said substituted space promptly after the substituted space is ready
for Tenant's occupancy as provided herein, and Tenant's failure to do so shall
constitute an event of default by Tenant under this Lease.

         (b) In the event the Demised Premises leased to Tenant contain less
than one-half (1/2) of the total square feet of Rentable Floor Area on the floor
on which the Demised Premises are located, Landlord shall have the right to
terminate this Lease effective at any time during the final twelve (12) months
of the Lease Term upon giving written notice of such election to Tenant at least
ninety (90) days prior to the effective date of such termination. In the event
Landlord shall exercise such option to terminate this Lease, Landlord shall bear
the cost of moving Tenant's furniture, files and other personal property from
the Demised Premises to other office space in the metropolitan Nashville,
Davidson County, Tennessee, area selected by Tenant, and in addition, the Base
Rental for the last month of Tenant's occupancy of the Demised Premises shall be
waived.

         17. PEACEFUL ENJOYMENT. Lessee shall have the right to peacefully
occupy, use and enjoy the Leased Premises during the Lease Term, subject to the
other terms hereof, provided Lessee pays the rent and other sums herein required
to be paid by Lessee and performs all of Lessee's covenants and agreements
herein contained.

         18. LESSOR'S RIGHT OF ENTRY. Lessor or its agents or representatives
shall have the right to enter into and upon any part of the Leased Premises at
all reasonable hours to inspect the same, clean or make repairs, alterations or
additions thereto, as Lessor may deem necessary or desirable. Lessor further
reserves the right to show the Leased Premises to prospective tenants or brokers
during the last six (6) months of the Lease Term as extended, and to prospective
purchasers or mortgagees at all reasonable times, provided prior notice is given
to Lessee in each case, and Lessee's use and occupancy of the Premises shall not
be materially inconvenienced. Lessee shall not be entitled to any abatement or
reduction of rent by reason of the exercise of the foregoing rights on the part
of Lessor.


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<PAGE>

         19. LIMITATION OF LESSOR' LIABILITY. Lessor's liability to Lessee shall
be limited as follows:

         (a) Lessor shall not be liable or responsible to Lessee for any injury
to person or property occurring in the parking areas, the Building, the Common
Areas, or the Leased Premises unless caused by the negligence of Lessor, its
agents, servants or employees other than the employees of any independent,
bonded janitorial service company engaged by Lessor to provide janitorial
service to the Leased Premises. Any janitorial service company so engaged by
Lessor shall be solely responsible for any such injury to person or property
caused by its employees, and Lessor shall provide Lessee with the name and
address of such company.

         (b) Lessor shall not be liable or responsible to Lessee for lost
profits, business interruption or any other type of incidental, consequential,
or special damages caused by the making of repairs or alterations to the Leased
Premises, the Building, or the Common Area, failure to provide or interruption
of services, failure to make repairs, injury to person or property, or
otherwise.

         (c) All separate and personal liability of Lessor or any partner
thereof of every kind or nature, if any, is hereby expressly waived by Lessee,
and by every person now or hereafter claiming by, through, or under Lessee; and
Lessee shall look solely to Lessor's interest in the Building and the proceeds
of any insurance maintained by Lessor in connection with the Building for the
payment of any claim against Lessor.

         20. HOLD HARMLESS. Lessor shall not be liable to Lessee, or to Lessee's
agents, servants, employees, customers, invitees, or visitors for any damage to
person or property caused by the negligence of Lessee or such persons, and
Lessee agrees to indemnify and hold Lessor harmless from all liability and
claims for any such damage. Lessee shall not be liable to Lessor, or to Lessor's
agents, servants, employees, customers, invitees, or visitors for any damage to
person or property caused by any negligence of Lessor or such persons, and
Lessor agrees to indemnify and hold Lessee harmless from all liability and
claims for such damages.

         21. DEFAULTS AND LESSOR'S REMEDIES. Lessor shall have all rights and
remedies allowed at law or in equity; including, but not limited to the
following:

                  (a) If any voluntary or involuntary petition under any section
of any bankruptcy act shall be filed by or against Lessee, or any voluntary or
involuntary proceeding in any court or tribunal shall be instituted to declare
the Lessee insolvent or unable to pay Lessee's debts, and in the case of an
involuntary petition or proceeding, the petition or proceeding is not dismissed
within thirty (30) days from the date it is filed, Lessor may elect, upon notice
of such election, to terminate this Lease.

                  (b) If Lessee defaults in the payment of any installment of
the rent and does not cure the default within five (5) days after notice, or if
Lessee defaults in the prompt performance of any other provision of this Lease
and does not cure such other default within ten (10) days, or forthwith if the
default involves a hazardous condition, after written notice by Lessor, or if
the leasehold interest of Lessee be levied upon under execution or be attached
by process of law, or if Lessee makes an assignment for the benefit


                                       9
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of creditors, or if a receiver be appointed for any property of Lessee, or if
Lessee abandons the Leased Premises, Lessor may terminate this Lease and
Lessee's right to possession of the Leased Premises or, without terminating this
Lease, forthwith terminate Lessee's right to possession of the Leased Premises.

                  (c) Upon any termination of this Lease, or upon any
termination of the Lessee's right to possession without termination of the
Lease, Lessee shall immediately vacate the Leased Premises and deliver
possession to Lessor.

                  (d) If Lessor elects to terminate Lessee's rights to
possession only, without terminating this Lease, Lessor may, at Lessor's option,
enter into the Leased Premises, remove Lessee's signs and other evidences of
tenancy, and take and hold possession thereof without such entry and possession
terminating this Lease or releasing Lessee from the obligation to pay the rent
hereunder for the full Term. Upon and after entry into possession without
termination of this Lease, Lessor may relet the Leased Premises or any part
thereof for the account of Lessee for such rent, for such time and upon such
terms as Lessor in its sole discretion shall determine, and Lessor shall not be
required to accept any tenant offered by Lessee or to observe any instructions
given by Lessee about such reletting. A reletting for a term longer than the
then remaining Lease Term shall not constitute an acceptance by Lessor of a
surrender of this Lease or a waiver of any Lessor's rights hereunder. In any
such case, Lessor may make repairs, alterations and additions in or to the
Leased Premises, and redecorate the same to the extent reasonably deemed
necessary or desirable by Lessor, and Lessee shall, upon demand, pay the cost
thereof, together with Lessor's expense of the reletting. If the consideration
collected by Lessor upon any such reletting for Lessee's account is not
sufficient to pay monthly the full amount of the rent reserved in this Lease,
together with the costs of repairs, alterations, additions, redecorating and
Lessor's expenses of reletting, Lessee shall pay to Lessor the amount of each
monthly deficiency upon demand.

                  (e) Any property which may be removed from the Leased Premises
by the Lessor pursuant to the authority of this Lease or of law, to which Lessee
is or may be entitled, may be handled, removed or stored by Lessor at the risk,
cost and expense of Lessee, and Lessor shall in no event be responsible for the
value, preservation or safe-keeping thereof. Lessee shall pay to Lessor, 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 Lessor's possession or
under Lessor's control. Any such property of Lessee not retaken from storage by
Lessee within thirty (30) days after the end of the Lease Term, however
terminated, shall be conclusively presumed to have been conveyed by Lessee to
Lessor under this Lease as a bill of sale.

                  (f) In the event Lessee defaults in the performance of any of
the terms, covenants, agreements or conditions contained in this Lease and
Lessor places the enforcement of this Lease, or any part thereof, or the
collection of any rent due, or to become due hereunder or recovery of the
possession of the Leased Premises in the hands of an attorney, or files suit
upon the same, Lessee agrees to pay Lessor's reasonable attorney's fees.

                  (g) Failure of Lessor to declare any default immediately upon
occurrence thereof, or delay in taking any action in connection therewith, shall
not waive such default,


                                       10
<PAGE>

but Lessor shall have the right to declare any such default at any time and take
such action as might be lawful or authorized hereunder, either at law or in
equity.

         22. HOLDING OVER. If Lessee retains possession of the Leased Premises
or any part thereof after the termination of this Lease, Lessee shall pay rent
(including Base Rent and Base Rental Adjustment) at double the rate payable on
the month preceding such holding over computed on a daily basis for each day
that Lessee remains in possession. In addition thereto, Lessee shall be liable
for and pay to Lessor, all damages, consequential as well as direct, sustained
by reason of Lessee's holding over.

         23. CONDEMNATION. If the Leased Premises shall be partially taken or
condemned for any public purpose to such an extent as to render a portion of the
Leased Premises untenantable, the rental provided for herein shall abate as to
the portion rendered untenantable. In the event the whole of the Leased Premises
shall be so taken or condemned, this Lease shall terminate as of the date of
taking of possession. All proceeds from any taking or condemnation of the Leased
Premises shall belong to and be paid to Lessor.

         24. DAMAGE OR DESTRUCTION TO THE LEASED PREMISES.

                  If the Leased Premises, the Building, or the Common Area is
damaged or destroyed by fire or other casualty, cause or condition whatsoever
through no fault or neglect of Lessee, its agents, employees, customers,
invitees, visitors or contractors so as to cause the Leased Premises to be
untenantable or to make it possible for Lessee to continue its normal business
operations therein, a just proportion of the rent herein reserved shall abate
according to the extent the full use and enjoyment of the Lease Premises are
rendered impossible by reason of such damage until such time as Lessor makes
such portion of the Leased Premises tenantable, or useable for Lessee's normal
business operations, as the case may be. If Lessor determines that such damage
or destruction cannot be repaired within one hundred and eighty (180) days so as
to restore fully Lessee's full use and enjoyment of the Leased Premises, Lessor
may, by written notice to the Lessee given within thirty (30) days after such
damage terminate this Lease as to all the Leased Premises as of the date of such
destruction, and all rent owed up to the time of such destruction shall be paid
by Lessee. If Lessee does not exercise its right to terminate after such damage,
Lessor shall proceed with due diligence to restore Lessee's full use and
enjoyment of the Leased Premises within one hundred eighty (180) days from the
date of such destruction.

         25. CASUALTY INSURANCE. Lessor shall maintain fire and extended
coverage insurance on the portion of the Building constructed by Lessor,
including additions and improvements by Lessee that are required to be made by
Lessee under this Lease and which have become or are to become the property of
Lessor upon vacation of the Leased Premises by Lessee. Said insurance shall be
maintained with an insurance company authorized to do business in Tennessee in
amounts desired by Lessor and at the expense of Lessor and payments for losses
thereunder shall be made solely to Lessor. Lessee shall maintain at its expense
fire and extended coverage insurance on all of its personal property, including
removable trade fixtures, located in the Leased Premises and on all additions
and improvements made by Lessee and not required to be insured by Lessor above,
and Lessee shall provide Lessor with a current certificate evidencing such
coverage in form reasonably


                                       11
<PAGE>

satisfactory to Lessor. If the annual premiums to be paid by Lessor shall exceed
the standard rates because of Lessee's operations, contents of the Leased
Premises, or improvements with respect to the Leased Premises beyond building
standard, resulting in extra-hazardous exposure, Lessee shall promptly pay the
excess amount of the premium upon request by Lessor as additional rent.

         26. WAIVER OF SUBROGATION. Anything in this Lease to the contrary
notwithstanding, Lessor and Lessee each hereby waive any and all rights of
recovery, claim action or cause of action, against the other, its agents,
officers, or employees, for any loss or damage that may occur to the Leased
Premises, or any improvements thereto, or to the Building of which the Leased
Premises are a part, or any improvements thereto, or any personal property of
such party therein, by reason of fire, the elements, or any other cause which
could be insured against under the terms of standard fire and extended coverage
insurance policies referred to in Section 23 hereof, regardless of cause or
origin, including negligence of the other party hereto, its agents, officers or
employees, and covenants that no insurer shall have any right of subrogation
against such other party.

         27. LIABILITY INSURANCE. Lessee shall maintain comprehensive general
public liability insurance against claims for bodily injury, death or property
damage occurring in, on or about the parking areas, Building or the Leased
Premises in a combined single limit of not less than Two Million Dollars
($2,000,000.00). Such insurance shall be effected under policies satisfactory to
Lessor that shall name Lessor as an additional insured. Lessee shall furnish
Lessor with a certificate evidencing such coverage that shall contain an
undertaking by the insurer to give Lessor ten (10) days prior written notice of
any modification or cancellation of the coverage afforded by such insurance.

         28. SUBORDINATION AND ATTORNMENT. This Lease is subject and subordinate
to all Mortgages now or hereafter placed upon the Building, and all other
encumbrances and matters of public record applicable to the Building, including
without limitation, any reciprocal easement or operating agreements, covenants,
conditions and restrictions and Lessee shall not act or permit the Premises to
be operated in violation thereof. If any foreclosure or power of sale
proceedings are initiated by any Lender or a deed in lieu is granted (or if any
ground lease is terminated), Lessee agrees, upon written request of any such
Lender or any purchaser at such foreclosure sale, to attorn and pay rent to such
party and to execute and deliver any instruments necessary or appropriate to
evidence or effectuate such attornment. In the event of attornment, no Lender
shall be: (i) liable for any act or omission of Lessor, or subject to any
offsets or defenses which Lessee might have against Lessor (prior to such Lender
becoming Lessor under such attornment), (ii) liable for any security deposit or
bound by any prepaid Rent not actually received by such Lender, or (iii) bound
by any future modification of this Lease not consented to by such Lender. Any
Lender may elect to make this Lease prior to the lien of its Mortgage, and if
the Lender under any prior Mortgage shall require, this Lease shall be prior to
any subordinate Mortgage; such elections shall be effective upon written notice
to Lessee. Lessee agrees to give any Lender by certified mail, return receipt
requested, a copy of any notice of default served by Lessee upon Lessor,
provided that prior to such notice Lessee has been notified in writing (by way
of service on Lessee of a copy of an assignment of leases, or otherwise) of the
name and address of such Lender. Lessee further agrees that if Lessor shall have
failed to cure such default within the time permitted Lessor for cure under this
Lease, any such Lender whose address has been so provided to Lessee shall have
an additional period of


                                       12
<PAGE>

thirty (30) days in which to cure (or such additional time as may be required
due to causes beyond such Lender's control, including time to obtain possession
of the Building by power of sale or judicial action or deed in lieu of
foreclosure). The provisions of this Article shall be self-operative; however,
Lessee shall execute such documentation as Lessor or any Lender may request from
time to time in order to confirm the matters set forth in this Article in
recordable form. To the extent not expressly prohibited by Law, Lessee waives
the provisions of any Law now or hereafter adopted which may give or purport to
give Lessee any right or election to terminate or otherwise adversely affect
this Lease or Lessee's obligations hereunder if such foreclosure or power of
sale proceedings are initiated, prosecuted or completed. Lessee agrees to
execute any instruments evidencing such subordination and attornment as
reasonably may be required by the holder of any mortgage or deed of trust on the
building.

         29. ESTOPPEL LETTER. Lessee shall at any time, upon not less than ten
(10) days prior written request, execute and deliver in form and substance
satisfactory to Lessor and any mortgagee or beneficiary under a deed of trust
affecting the Leased Premises, an estoppel letter certifying:

                  (a) The date upon which the Lease Term commences and expires:

                  (b) The date to which rent has been paid;

                  (c) That Lessee has accepted the Leased Premises and that all
improvements have been satisfactorily completed (or if not so accepted or
completed, the matters objected to by Lessee);

                  (d) That the Lease is in full force and effect and has not
been modified or amended (or if modified or amended, a description of same);

                  (e) That there are no defaults by Lessor under the Lease nor
any existing condition with respect to which the giving of notice or lapse of
time would constitute a default;

                  (f) That Lessee has not received any concession;

                  (g) That Lessee has received no notice from any insurance
company of any defects or inadequacies in the Leased Premises;

                  (h) That Lessee has no options or rights other than as set
forth in this Lease or any amendment thereto described in such letter; and

                  (i) Such other matters as may be necessary or appropriate to
qualify Lessee's response to any of the foregoing statements of which Lessor may
reasonably request.

If such letter is to be delivered to a purchaser of the Building, it shall
further include the agreement of Lessee to recognize such purchaser as Lessor
under this Lease, and thereafter to pay rent to the purchaser or its designee in
accordance with the terms of this Lease. Lessee acknowledges that any purchaser
or prospective mortgagee of the Building may rely


                                       13
<PAGE>

upon such estoppel letter and that Lessor may incur substantial damages by
reason of any failure on the part of Lessee to provide such letter in a timely
manner.

         30. LEASE COMMISSION. Lessee represents and warrants that Lessee has
dealt with and only with the Broker(s) named in the Schedule in connection with
this Lease and Lessee agrees to indemnify and hold harmless Lessor and any
broker employed by Lessor from any claims of other broker(s) in connection with
this Lease. Lessor shall pay the leasing commission due to the within-named
Broker(s).

         31. HAZARDOUS SUBSTANCE - GENERAL. The term "Hazardous Substances," as
used in this lease shall mean pollutants, contaminants, toxic or hazardous
wastes, or any other substances the use and/or the removal of which is
restricted, prohibited or penalized by any "Environmental Law," which term shall
mean any federal, state or local law, ordinance or other statue of a
governmental authority relating to pollution or protection of the environment.
Lessee hereby agrees that (i) no activity will be conducted on the Leased
Premises or in the Building that will produce any Hazardous Substance, except
for such activities that are part of the ordinary course of Lessee's business
activities (the "Permitted Activities") provided said Permitted Activities are
conducted in accordance with all Environmental Laws and have been approved in
advance in writing by Lessor; Lessee shall be responsible for obtaining any
required permits and paying any fees and providing any testing required by any
governmental agency; (ii) the Leased Premises will not be used in any manner for
the storage of any Hazardous Substances except for the temporary storage of such
materials that are used in the ordinary course of Lessee's business (the
"Permitted Materials") provided such Permitted Materials are properly stored in
a manner and location meeting all Environmental Laws and approved in advance in
writing by Lessor; Lessee shall be responsible for obtaining any required
permits and paying any fees and providing any testing required by any
governmental agency; (iii) no portion of the Leased Premises will be used as a
landfill or a dump; (iv) Lessee will not install any underground tanks of any
type; (v) Lessee will not allow any surface or subsurface conditions to exist or
come into existence that constitute, or with the passage of time may constitute
a public or private nuisance; (vi) Lessee will not permit any Hazardous
Substances to be brought into the Leased Premises, except for the Permitted
Materials described above, and if so brought or found located thereon, the same
shall be immediately removed, with proper disposal, and all required cleanup
procedures shall be diligently undertaken pursuant to all Environmental Laws.
Upon prior notice and during normal business hours, Lessor or Lessor's
representative shall have the right but not the obligation to enter the Leased
Premises for the purpose of inspecting the storage, use and disposal of
Permitted Materials, and if such Permitted Materials are being improperly
stored, used, or disposed of, then Lessee shall immediately take such corrective
action as requested by Lessor. Should Lessee fail to take such corrective action
within 24 hours, Lessor shall have the right to perform such work and Lessee
shall promptly reimburse Lessor for any and all costs associated with said work.
If at any time during or after the term of the Lease, the Leased Premises is
found to be so contaminated or subject to said conditions, Lessee shall
diligently institute proper and thorough cleanup procedures at Lessee's sole
cost, and Lessee agrees to indemnify and hold Lessor harmless from all claims,
demand, actions, liabilities, costs, expenses, damages and obligations of any
nature arising from or as a result of the use of the Leased Premises by Lessee.
The foregoing indemnification and the responsibilities of Lessee shall survive
the termination or expiration of this Lease.


                                       14
<PAGE>


         32. ADA GENERAL COMPLIANCE. Lessee, at Lessee's sole expense, shall
comply with all laws, rules, orders, ordinances, directions, regulations and
requirements of federal, state, county and municipal authorities now in force or
which may hereafter be in force, which shall impose any duty upon the Lessor or
Lessee with respect to the use, occupation or alteration of the Leased Premises,
and Lessee shall use all reasonable efforts to fully comply with The American's
With Disabilities Act of 1990. Lessor's responsibility for compliance with The
American's With Disabilities Act of 1990 shall include the common areas and
restrooms of the Building, but not the Leased Premises.

Within ten (10) days after receipt, Lessee shall advise Lessor in writing, and
provide the Lessor with copies of (as applicable), any notices alleging
violation of the Americans with Disabilities Act of 1990 ("ADA") relating to any
portion of the Property or of the Premises; any claims made or threatened in
writing regarding noncompliance with the ADA and relating to any portion of the
Property or of the Premises; or any governmental or regulatory actions or
investigations instituted or threatened regarding noncompliance with ADA and
relating to any portion of the Property or the Premises.

         33. ASSIGNMENT BY LESSOR. Lessor shall have the right to transfer and
assign, in whole or in part, all its rights and obligations hereunder and in the
Building. In such event and upon such transfer, no further liability or
obligation shall accrue against the assigning Lessor.

         34. ASSIGNMENT OR SUBLEASE. In the event Lessee should desire to assign
this Lease or sublet the Leased Premises or any part thereof, Lessee shall give
Lessor at least sixty (60) days prior notice, which shall specify the terms and
effective date thereof. Lessor shall have thirty (30) days following receipt of
such notice to notify Lessee in writing that Lessor elects (a) to terminate this
Lease as to the space so affected as of the effective date specified by Lessee
in which event Lessee will be relieved on such effective date of all further
obligation hereunder as to such space, (b) to permit Lessee to assign or sublet
such space, subject, however, to subsequent written approval of the proposed
assignee or sublessee by Lessor, or (c) to refuse to consent (with reasonable
cause only) to Lessee's proposed assignment or sublease and to continue this
Lease in full force and effect as to the entire Leased Premises. If Lessor
should fail to notify Lessee in writing of such election within such thirty (30)
day period, Lessor shall be deemed to have elected option (b) above. If Lessor
elects to exercise option (b) above, Lessee agrees to provide, at its expense,
direct access from the assignment or sublease space to a public corridor of the
Building. No assignment or subletting by Lessee shall relieve Lessee of any
obligation under this Lease. Any attempted assignment or sublease by Lessee in
violation of the terms and covenants of this paragraph shall be void.

         35. AMENDMENTS. This Agreement may not be altered or amended, except by
an instrument in writing signed by all parties hereto. Lessee agrees that it
shall execute such further amendments to this Lease as may be reasonably
requested by any future holder of a first mortgage on the Building, provided
such amendments do not materially and adversely affect the interest of Lessee
hereunder.

         36. BINDING AGREEMENT. This Lease shall be binding upon and inure to
the benefit of the successors and assigns of Lessor, and to the extent
assignment may be approved by Lessor hereunder, Lessee's successors and assigns.


                                       15
<PAGE>


         37. GENDER. The pronouns of any gender shall include the other genders,
and either the singular or the plural shall include the other.

         38. GOVERNING LAW. This Lease shall be governed, construed and enforced
in accordance with the laws of the State of Tennessee.

         39. ENTIRE AGREEMENT. This Lease and the Exhibits attached hereto and
forming a part hereof set forth the entire agreement between Lessor and Lessee.

         40. SEVERABILITY. The invalidity or unenforceability of a particular
provision of this Lease shall not affect the other provisions hereof, and this
Lease shall be construed in all respects as if such invalid or unenforceable
provision were omitted.

         41. PAYMENT AND NOTICES. Any payment or notice required or permitted
hereunder shall be deemed to have been duly made or given when personally
delivered or deposited in the United States Mail, postage prepaid, and addressed
to Lessor at the address specified in the Schedule and to Lessee at the address
specified in the Schedule until the commencement of the Term and thereafter at
the address previously furnished in writing to the other party.

         42. MORTGAGE PROTECTION. Lessee agrees to give any mortgage and/or deed
of trust holders, as to all or a portion of the Building, a copy of any notice
of default served upon Lessor, provided that prior to such notice Lessee has
been notified in writing (by way of notice or assignment of rents and leases, or
otherwise) of the addresses of such mortgage and/or deed available by virtue of
Lessor's default unless Lessee has given such mortgage and/or deed of trust
holders thirty (30) days after receipt of notice of such default or such other
amount of time as may be reasonable required to cure such default.


                                       16
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this foregoing
Lease as of the _____ day of ____________________, 19___.

LESSOR:

3401 ASSOCIATES, L.P. ACTING BY AND THROUGH
EAKIN & SMITH, INC., ITS PROPERTY MANAGER

By:
    ------------------------------------------------------

Title:
       ---------------------------------------------------


LESSEE:

UNIPHY HEALTHCARE, INC.

By:
    ------------------------------------------------------

Title:
       ---------------------------------------------------



                                       17


<PAGE>


                          3401 WEST END OFFICE BUILDING

                              3401 WEST END AVENUE
                           NASHVILLE, TENNESSEE 37203
                           SCHEDULE TO LEASE AGREEMENT

The following Schedule comprises an integral part of the Lease Agreement between
the Lessor and Lessee hereinafter named, dated ______________, 19___
(hereinafter referred to as the "Lease"). Unless the context otherwise requires,
the terms described below shall have the meanings ascribed to them and shall be
governed and construed in accordance with the terms of the Lease.

LESSOR.                 3401 ASSOCIATES, L.P., a Tennessee limited partnership
                        whose address is c/o Eakin & Smith, Inc., 2 100 West End
                        Avenue, Suite 950, Nashville,  Tennessee 37203.

LESSEE:                 Uniphy Healthcare, Inc. a Tennessee  corporation whose
                        address is 3401 West End Avenue, Suite 380W, Nashville,
                        TN 37215.

LEASED PREMISES:        2,190 net rentable square feet designated as Suite 380
                        on the 3rd Floor on the west side of the 3401 West End
                        Building (the "Building"), and more particularly
                        described on the Floor Plan attached to the Lease and
                        made a part thereof as Exhibit "A".

TERM:                   36 months.

COMMENCEMENT DATE:      August 1, 1996, subject to change as provided in
                        Section 1 of the Lease.

EXPIRATION DATE:        July 31, 1999, subject to change as provided in
                        Section 1 of the Lease.

RENT:                    From             To            Rate/SF       Monthly
                        ------          -------         -------      ---------
                        8/1/96          7/31/99         $19.50       $3,558.75

RENTABLE AREA:          2,190 square feet.

TENANT COST ALLOWANCE:  $6,570.00 to be used and  applied in the manner
                        specified  in Section 4 of the Lease. Lessee agrees to
                        approve and furnish the final floor plans no later than
                        May 1, 1996.

SECURITY DEPOSIT.       $  N/A  to be held and applied in accordance with
                        --------
                        Section 3 of the Lease.

PERMITTED USE:          Office Space which is consistent with a first class
                        office building, excluding food services or any other
                        use which


                                       18
<PAGE>

                        could be deemed a public accommodation, subject to the
                        terms, limitations and conditions provided in the Lease.

BROKER.                 Eakin & Smith, Inc.

GUARANTOR.              RHCMS, Inc.


LESSOR:                                       LESSEE:

3401 ASSOCIATES, L.P., ACTING BY AND          UNIPHY HEALTHCARE, INC.
THROUGH EAKIN & SMITH, INC. ITS
PROPERTY MANAGER

By:                                           By:
       -----------------------                       ---------------------------
Title:                                        Title:
       -----------------------                       ---------------------------
Date:                                         Date:
       -----------------------                       ---------------------------


                                       19



<PAGE>

                                    EXHIBIT A

                              drawing of floor plan






                                       20
<PAGE>

                                    EXHIBIT B

                        BUILDING'S RULES AND REGULATIONS

         1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls of the Building shall not be obstructed or
encumbered or used for any purpose other than ingress and egress to and from the
premises demised to any tenant or occupant.

         2. No awnings or other projection shall be attached to the outside
walls or windows of the Building without the prior consent of Landlord. No
curtains, blinds, shades, or screens shall be attached to or hung in, or used in
connection with, any window or door of the premises demised to any tenant or
occupant, without the prior consent of Landlord. Such awnings, projections,
curtains, blinds, shades, screens or other fixtures must be of a quality, type,
design and color, and attached in a manner, approved by Landlord.

         3. No sign, advertisement, object, notice or other lettering shall be
exhibited, inscribed, painted or affixed on any part of the outside or inside of
the premises demised to any tenant or occupant of the Building without the prior
consent of Landlord. Interior signs on doors and directory tables, if any, shall
be of a size, color and style approved by Landlord.

         4. The sashes, sash doors, skylights, windows, and doors that reflect
or admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed, nor shall any bottles, parcels, or
other articles be placed on any window sills.

         5. No show cases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors,
vestibules or other public parts of the Building.

         6. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. No tenant
shall bring or keep, or permit to be brought or kept, any inflammable,
combustible, explosive or hazardous fluid, materials, chemical or substance in
or about the premises demised to such tenant.

         7. No tenant or occupant shall mark, paint, drill into, or in any way
deface any part of the Building or the premises demised to such tenant or
occupant. No boring, cutting or stringing of wires shall be permitted, except
with the prior consent of Landlord, and as Landlord may direct. No tenant or
occupant shall install any resilient tile or similar floor covering in the
premises demised to such tenant or occupant except in a manner approved by
Landlord.

         8. No bicycles, vehicles or animals of any kind shall be brought into
or kept in or about the premises demised to any tenant. No cooking shall be done
or permitted in the Building by any tenant without the approval of the Landlord.
No tenant shall cause or permit any unusual or objectionable odors to emanate
from the premises demised to such tenant.

         9. No space in the Building shall be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods, or property of
any kind at auction, without the prior consent of Landlord.

         10. No tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with other tenants or occupants of the
Building or neighboring buildings or premises whether by the use of any musical
instrument, radio, television set or other audio device, unmusical noise,
whistling, singing, or in any other way. Nothing shall be thrown out of any
doors or windows.

         11. No additional locks or bolts of any kind shall be placed upon any
of the doors or windows, nor shall any changes be made in locks or the mechanism
thereof. Each tenant must, upon the termination of its tenancy, restore to
Landlord all keys of stores, offices and toilet rooms, either furnished to, or
otherwise procured by, such tenant.

         12. All removals from the Building, or the carrying in or out of the
Building or the premises demised to any tenant, of any safes, freight, furniture
or bulky matter of any description must take place at


                                       21
<PAGE>

such time and in such manner as Landlord or its agents may determine, from time
to time. Landlord reserves the right to inspect all freight to be brought into
the Building and to exclude from the Building all freight which violates any of
the Rules and Regulations or the provisions of such tenant's lease.

         13. No tenant shall use or occupy, or permit any portion of the
premises demised to such tenant to be used or occupied, as an office for a
public stenographer or typist, or to a barber or manicure shop, or as an
employment bureau. No tenant or occupant shall engage or pay any employees in
the Building, except those actually working for such tenant or occupant in the
Building, nor advertise for laborers giving an address at the Building.

         14. No tenant or occupant shall purchase spring water, ice, food,
beverage, lighting maintenance, cleaning towels or other like service, from any
company or person not approved by Landlord. No vending machines of any
description shall be installed, maintained or operated upon the premises demised
to any tenant without the prior consent of Landlord.

         15. Landlord shall have the right to prohibit any advertising by any
tenant or occupant which, in Landlord's opinion, tends to impair the reputation
of the Building or its desirability as a building for offices, and upon notice
from Landlord, such tenant or occupant shall refrain from or discontinue such
advertising.

         16. Landlord reserves the right to exclude from the Building, between
the hours of 6:00 p.m. and 8:00 a.m. on business days and at all hours on
Saturdays, Sundays and holidays, all persons who do not present a pass to the
Building signed by Landlord. Landlord will furnish passes to persons for whom
any tenant requests such passes. Each tenant shall be responsible for all
persons for whom it requests such passes and shall be liable to Landlord for all
acts of such persons.

         17. Each tenant, before closing and leaving the premises demised to
such tenant at any time, shall see that all entrance doors are locked and all
windows closed. Corridor doors, when not in use, shall be kept closed.

         18. Each tenant shall, at its expense, provide artificial light in the
premises demised to such tenant for Landlord's agents, contractors and employees
while performing janitorial or other cleaning services and making repairs or
alterations in said premises.

         19. No premises shall be used, or permitted to be used for lodging or
sleeping, or for any immoral or illegal purposes.

         20. The requirements of tenants will be attended to only upon
application at the office of Landlord. Building employees shall not be required
to perform, and shall not be requested by any tenant or occupant to perform, and
work outside of their regular duties, unless under specific instructions from
the office of Landlord.

         21. Canvassing, soliciting and peddling in the Building are prohibited
and each tenant and occupant shall cooperate in seeing their prevention.

         22. There shall not be used in the Building, either by any tenant or
occupant or by their agents or contractors, in the delivery or receipt of
merchandise, freight, or other matter, any hand trucks or other means of
conveyance except those equipped with rubber tires, rubber side guards and such
other safeguards as Landlord may require.

         23. If the Premises demised to any tenant become infested with vermin,
such tenant, at its sole cost and expense, shall cause its premises to be
exterminated, from time to time, to the satisfaction of Landlord, and shall
employ such exterminators therefor as shall be approved by Landlord.

         24. No premises shall be used, or permitted to be used, at any time,
without the prior approval of Landlord, as a store for the sale or display of
goods, wares or merchandise of any kind, or as a restaurant, shop, booth,
bootblack or other stand, or for the conduct of any business or occupation which
predominantly involves direct patronage of the general public in the premises
demised to such tenant, or for manufacturing or for other similar purposes.


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         25. No tenant shall clean any window in the Building from the outside.

         26. No tenant shall move, or permit to be moved, into or out of the
Building or the premises demised to such tenant, any heavy or bulky matter,
without the specific approval of Landlord. If any such matter requires special
handling, only a qualified person shall be employed to perform such special
handling. No tenant shall place, or permit to be placed, on any part of the
floor or floors of the premises demised to such tenant, a load exceeding the
floor load per square foot which such floor was designed to carry and which is
allowed by law. Landlord reserves the right to prescribe the weight and position
of safes and other heavy matter, which must be placed so as to distribute the
weight.

         27. Landlord shall provide and maintain an alphabetical directory board
in the first floor (main lobby) of the Building and no other directory shall be
permitted without the prior consent of Landlord. Each tenant shall be allowed
one line on such board unless otherwise agreed to in writing.

         28. With respect to work being performed by a tenant in its premises
with the approval of Landlord, the tenant shall refer all contractors,
contractors' representatives and installation technicians to Landlord for its
supervision, approval and control prior to the performance of any work or
services. This provision shall apply to all work performed in the Building
including installation of telephones, telegraph equipment, electrical devices
and attachments, and installations of every nature affecting floors, walls,
woodwork, trim, ceilings, equipment and any other physical portion of the
Building.

         29. Landlord shall not be responsible for lost or stolen personal
property, equipment, money, or jewelry from the premises of tenants or public
rooms whether or not such loss occurs when the Building or the premises are
locked against entry.

         30. Landlord shall not permit entrance to the premises of tenants by
use of pass keys controlled by Landlord, to any person at any time without
written permission from such tenant, except employees, contractors, or service
personnel directly supervised by Landlord and employees of the United Postal
Service.

         31. Each tenant and all of tenant's employees and invitees shall
observe and comply with the driving and parking signs and markers on the Land
surrounding the Building, and Landlord shall not be responsible for any damage
to any vehicle towed because of noncompliance with parking regulations.

         32. Without Landlord's prior approval, no tenant shall install any
radio or television antenna, loudspeaker, music system or other device on the
roof or exterior walls of the Building or on common walls with adjacent tenants.

         33. Each tenant shall store all trash and garbage within its premises
or in such other areas specifically designated by Landlord. No material shall be
placed in the trash boxes or receptacles in the Building unless such materials
may be disposed of in the ordinary and customary manner of removing and
disposing of trash and garbage and will not result in a violation of any law or
ordinance governing such disposal. All garbage and refuse disposal shall be only
through entryways and elevators provided for such purposes and at such times as
Landlord shall designate.

         34. No tenant shall employ any persons other than the janitor or
Landlord for the purpose of cleaning its premises without the prior consent of
Landlord. No tenant shall cause any unnecessary labor by reason of its
carelessness or indifference in the preservation of good order and cleanliness.
Janitor service shall include ordinary dusting and cleaning by the janitor
assigned to such work and shall not include beating of carpets or rugs or moving
of furniture or other special services. Janitor service shall be furnished
Mondays through Fridays, legal holidays excepted; janitor service will not be
furnished to areas which are occupied after 9:30 p.m. Window cleaning shall be
done only by Landlord, and only between 6:00 a.m. and 5:00 p.m.


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