EXHIBIT 10(a)

                                 CRESCENT [R]
                                 OFFICE LEASE

                                   BETWEEN


                     CRESCENT REAL ESTATE FUNDING I, L.P.

                                 ("LANDLORD")


                                     AND


                      HALLMARK FINANCIAL SERVICES, INC.

                                  ("TENANT")

<PAGE>

                              TABLE OF CONTENTS
                              -----------------
                                                                   PAGE
                                                                   ----
 1.   Basic Lease Information                                        1
 2.   Lease Grant                                                    2
 3.   Term; Adjustment of Commencement Date; Early Access            3
 4.   Rent                                                           4
 5.   Tenant's Use of Premises                                       7
 6.   Security Deposit                                               8
 7.   Services to be Furnished by Landlord                           8
 8.   Use of Electrical Services by Tenant                           9
 9.   Repairs and Alterations                                       10
 10.  Entry by Landlord                                             11
 11.  Assignment and Subletting                                     12
 12.  Liens                                                         13
 13.  Indemnity                                                     13
 14.  Insurance                                                     14
 15.  Mutual Waiver of Subrogation                                  14
 16.  Casualty Damage                                               15
 17.  Condemnation                                                  15
 18.  Events of Default                                             16
 19.  Remedies                                                      16
 20.  Limitation of Liability                                       18
 21.  No Waiver                                                     18
 22.  Tenant's Right to Possession                                  18
 23.  Relocation                                                    19
 24.  Holding Over                                                  19
 25.  Subordination to Mortgages; Estoppel Certificate              19
 26.  Attorneys' Fees                                               20
 27.  Notice                                                        20
 28.  Reserved Rights                                               20
 29.  Surrender of Premises                                         20
 30.  Hazardous Materials                                           21
 31.  Miscellaneous                                                 22


 EXHIBITS AND RIDERS:
 --------------------

 EXHIBIT A-1    OUTLINE AND LOCATION OF PREMISES
 EXHIBIT A-2    LEGAL DESCRIPTION OF PROPERTY
 EXHIBIT B      RULES AND REGULATIONS
 EXHIBIT C      COMMENCEMENT LETTER
 EXHIBIT D      WORK LETTER
 EXHIBIT E      PARKING AGREEMENT
 EXHIBIT F      LANDLORD'S FF&E
 EXHIBIT G      FORM OF SUBORDINATION, NON-DISTURBANCE AND
                ATTORNMENT AGREEMENT
 RIDER NO. 1    OPTION TO EXTEND
 RIDER NO. 4    RIGHT OF FIRST REFUSAL

<PAGE>


                                 OFFICE LEASE


    This Office Lease (this "Lease") is entered into by and between  CRESCENT
 REAL ESTATE FUNDING I, L.P.,  a  Delaware limited partnership  ("Landlord"),
 and HALLMARK FINANCIAL SERVICES,. INC., a Nevada corporation ("Tenant"), and
 shall be effective as of the date set forth below Landlord's signature  (the
 "Effective Date")


 1. Basic Lease Information. The key  business terms used  in this Lease  are
    defined as follows:

    A.  "Building": The building  commonly known as Carter Burgess Plaza  and
 located at 777 Main Street, Fort Worth, Texas 76102.

    B.  "Rentable  Square Footage of the  Building" is agreed and  stipulated
 to be 936,373 square feet.

    C.  "Premises":  The  area  shown on  Exhibit  A-1  to  this  Lease.  The
 Premises are located on floor 10 of  the Building and known as suite  number
 1000.  The "Rentable Square Footage of the Premises" is deemed to be  27,808
 square feet.  If the Premises include, now or hereafter, one or more  floors
 in their entirety,  all corridors and  restroom facilities  located on  such
 full floor(s) shall be considered part of the Premises.  Landlord and Tenant
 stipulate and agree that the Rentable Square Footage of the Building and the
 Rentable Square  Footage  of the  Premises  are  correct and  shall  not  be
 remeasured.

    D.  "Base Rent':
                                        Annual Rate             Monthly
            Period                    Per Square Foot          Base Rent
            ------                    ---------------          ---------
       6/1/03 to 10/31/03                  $0.00                   $0.00
      11/1/03 to  6/30/05                 $13.45              $31,168.13
       7/1/05 to  6/30/07                 $13.95              $32,326.80
       7/1/07 to  6/30/09                 $14.45              $33,485.47
       7/1/09 to  6/30/11                 $14.95              $34,644.13


    E.  "Tenant's  Pro Rata  Share":  The percentage  equal to  the  Rentable
 Square Footage of the Premises divided by the Rentable Square Footage of the
 Building.  As of the Effective Date, Tenant's Pro Rata Share is 2.97%.

    F.  "Base Year" for Operating Expenses: 2003.

    G.  "Term.": The  period of approximately 97  months starting on June  1,
 2003 and continuing through and including June 30, 2011.

    H. "Commencement Date": June 1, 2003.

    I. "Security Deposit": $N/A.

    J. "Guarantor(s)": N/A.

    K  "Business Day(s)": Monday  through Friday of  each week, exclusive  of
 New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
 the day  after  Thanksgiving and  Christmas  Day ("Holiday").  Landlord  may
 designate additional  Holidays, provided  that the  additional Holidays  are
 commonly recognized by other office buildings in the area where the Building
 is located.

    L.  "Law(s)": All  applicable statutes, codes, ordinances, orders,  rules
 and regulations of any  municipal or governmental  entity, now or  hereafter
 adopted, including the  Americans with Disabilities  Act and  any other  law
 pertaining to disabilities and architectural barriers (collectively, "ADA"),
 and all  laws pertaining  to the  environment, including  the  Comprehensive
 Environmental Response, Compensation and Liability Act as amended, 42 U.S.C.
 S9601 et seq.  ("CERCLA"), and all restrictive covenants existing of  record
 and all rules and  requirements of any  existing association or  improvement
 district affecting the Property.

    M.  "Normal business Hours":  7:00 AM. to 7:00 P.M.  on Business Days and
 8:00 A.M. to 1:00 P.M. on Saturdays, exclusive of Holidays.

    N.  "Notice Addresses":

 Tenant:  On or after the Commencement Date,  notices shall be sent to Tenant
 at  the Premises  with  a copy to the address set forth below.  Prior to the
 Commencement Date, notices shall be sent to Tenant at the following address:

                                          With a copy to:
   Hallmark Financial Services, Inc.      Hallmark Financial Services, Inc.
   717 Main Street, Suite 1000            777 Main Street, Suite 1000
   Fort Worth, TX 76102                   Fort Worth, TX 76102
   Attn: Chief Financial Officer          Attn: General Counsel
   Phone #: (817) ________                Phone #: (817) ________
   Fax #: (817) ________                  Fax #: (817) ________


   Landlord:                              With a copy to;

   777 Main Street,                       300 Crescent Court,
   Suite 1160                             Suite 120
   Fort Worth, TX 76102                   Dallas, TX 75201
   Attn: Property Manager                 Attn: Senior Vice President,
   Phone #: (817) 321-1110                Asset Management and Leasing
   Fax #: (817) 321-1101                  Phone #: (214) 880-4525
                                          Fax: (214) 880-4547

                                          And to:

                                          777 Main Street
                                          Suite 2100
                                          Fort Worth, Texas 76102
                                          Attn: Legal Department
                                          Phone #: (817) 321-2100
                                          Fax: (817) 321-2000


    Rent (defined in Section 4-A) is payable to the order Crescent Real
 Estate Funding I, L.P. at the following address: P.O. Box 841763, Dallas,
 Texas 75284-1763 or by wire transfer to Bank of America, Dallas, Texas,
 ABA [ deleted for confidentiality ], for further credit to Crescent Real
 Estate Funding I, L.P. Account [ deleted for confidentiality ].

     O.  "Other Defined Terms": In addition to the terms defined above, an
 index of the other defined terms used in the text of this Lease set forth
 below, with a cross-reference to the paragraph in this Lease in which the
 definition of such term can be found:


 Affiliate                      11.E    Mortgagee                        25
 Alterations                  9-C(1)    Operating Expenses              4.D
 Audit Election Period           4.G    Permitted Transfer             11.E
 Cable                           9.A    Permitted Use                   5.A
 Claims                           13    Prime Rate                     19.B
 Collateral                     19.E    Property                          2
 Commencement Date               3.A    Provider                        7.C
 Common Areas                      2    Relocated Premises               23
 Completion Estimate            16.B    Relocation Date                  23
 Contamination                  30.C    Rent                            4.A
 Costs of Reletting             19.B    Service Failure                 7.B
 Excess Operating Expenses       4.B    Special Installations            29
 Expiration Date                 3.A    Substantial Completion  Work Letter
 Force Majeure                  31.C    Taking                           17
 Hazardous Materials            30.C    Tenant Parties                   13
 Landlord Parties                 13    Tenant's Insurance             14.A
 Landlord Work                   3.A    Tenant's Property              14.A
 Landlord's Rental Damages      19.B    Tenant's Removable Property      29
 Leasehold Improvements           29    Time Sensitive Default         18.B
 Minor alterations            9.C(1)    Transfer                       11.A
 Monetary Default               18.A    Work Letter                     3.A
 Mortgage                         25

<PAGE>


 2. Lease  Grant. Landlord leases  the Premises to  Tenant and Tenant  leases
 the Premises from Landlord, together with the right in common with others to
 use any portions  of the  Property (defined  below) that  are designated  by
 Landlord for the common use of tenants and others, such as sidewalks, common
 corridors, vending  areas, lobby  areas and,  with respect  to  multi-tenant
 floors, restrooms and elevator foyers (the "Common Areas"). "Property" means
 the Building and the parcel(s) of land on which it is located as more  fully
 described on Exhibit A-2. together with all other buildings and improvements
 located thereon; and the Building  garage(s) and other improvements  serving
 the Building, if any, and the parcel(s) of land on which they are located.


 3. Term: Adjustment of Commencement Date: Early Access.

    A.  Term. This  Lease shall govern the relationship between Landlord  and
 Tenant with respect to the Premises from the Effective Date through the last
 day of the  Term specified in  Section 1.G (the  "Expiration Date"),  unless
 terminated early in accordance with this  Lease.  The Term of this Lease (as
 specified in Section 1.G) shall commence  on the "Commencement Date",  which
 shall be June 1, 2003.  If  Landlord  is delayed in delivering possession of
 the  Premises  or  any other space due to any reason,  including  Landlord's
 failure  to  Substantially  Complete  the  Landlord  Work  by  the Estimated
 Commencement  Date, the holdover or unlawful possession of such space by any
 third party, or for any other reason, such delay shall not  be a  default by
 Landlord,  render  this Lease void or voidable, or otherwise render Landlord
 liable  for damages. Promptly  after the  determination of  the Commencement
 Date, the Expiration Date, the Rent schedule and any other variable matters,
 Landlord shall prepare and deliver to Tenant a commencement letter agreement
 substantially in the form attached as Exhibit C. If such commencement letter
 is not executed by Tenant within 30 days after delivery of same by Landlord,
 then Tenant  shall be  deemed to  have  agreed with  the matters  set  forth
 therein.  Notwithstanding any other provision of this Lease to the  contary,
 if the Expiration Date would otherwise occur  on a date other than the  last
 day of a calendar  month, then the Term  shall be automatically extended  to
 include the  last  day  of  such calendar  month,  which  shall  become  the
 Expiration Date.  "Landlord Work" means the work, if  any, that Landlord  is
 obligated to perform  in the  Premises pursuant  to a  separate work  letter
 agreement (the "Work  Letter"), if  any, attached as  Exhibit D.  If a  Work
 Letter is not attached to this Lease or if an attached Work Letter does  not
 require Landlord to  perform any work,  the occurrence  of the  Commencement
 Date shall not  be conditioned  upon the  performance of  work by  Landlord.
 Tenant shall have the option to terminate this Lease effective as of the day
 prior to  the 6th  anniversary of  the Commencement  Date (the  "Termination
 Date"), provided Tenant gives notice thereof to Landlord not less than  nine
 (9) months  prior to  the Termination  Date and  provided Tenant  is not  in
 default under the Lease at the time of the giving of such notice nor on  the
 Termination Date.  Tenant's right to terminate hereunder is conditioned upon
 the payment in full by Tenant, on or before the Termination Date, of (i) all
 Rent through  and including  the  Termination Date,  (ii)  the cash  sum  of
 $160,000.00, and  (iii)  the  unamortized cost  of  all  tenant  improvement
 allowances, leasing commissions and other transaction costs actually paid by
 Landlord in connection with the Lease, calculated using a cost of funds rate
 equal to ten percent (10%) (collectively, the "Termination Payment").  After
 Landlords receipt  of the  Termination Payment  and so  long as  Tenant  has
 surrendered the Premises in the condition required under this Lease, neither
 party shall have any rights, liabilities or obligations under this Lease for
 the period accruing after the Termination  Date, except those which, by  the
 provisions of this Lease, expressly survive the termination of this Lease.

    B.  Acceptance  of Premises. The Premises are  accepted by Tenant in  "as
 is" condition and configuration  subject to (1)  any Landlord obligation  to
 perform Landlord Work, and (2) any  latent defects in the Premises of  which
 Tenant notifies Landlord within one year after the Commencement Date  [other
 than work performed by Tenant Parties (defined below)]. TENANT HEREBY AGREES
 THAT THE PREMISES  ARE IN GOOD  ORDER AND SATISFACTORY  CONDITION AND  THAT,
 EXCEPT AS  OTHERWISE  EXPRESSLY  SET  FORTH IN  THIS  LEASE,  THERE  ARE  NO
 REPRESENTATIONS OR WARRANTIES OF ANY KIND,  EXPRESS OR IMPLIED, BY  LANDLORD
 REGARDING THE PREMISES, THE BUILDING OR THE PROPERTY.

    C.  Early Access.  Landlord and Tenant hereby acknowledge and agree  that
 Tenant is  currently  occupying  the Premises  as  of  the  Effective  Date.
 Tenant's access to the Premises shall be subject to the terms and conditions
 of this Lease and Tenant shall pay Rent (defined in Section 4.A) to Landlord
 for each day of such early access. However; except for the cost of  services
 requested by  Tenant (e.g.,  freight elevator  usage), Tenant  shall not  be
 required to pay Base  Rent and Tenant's Pro  Rata Share of Excess  Operating
 Expenses for any days of such early access prior to June 1, 2003.


 4. Rent.

    A.  Payments.  As  consideration  for  this  Lease,  commencing  on   the
 Commencement Date, Tenant shall pay Landlord, without any demand, setoff  or
 deduction, the total amount of Base Rent, Tenant's Pro Rata Share of  Excess
 Operating Expenses  (defined in  Section 4.B)  and any  and all  other  sums
 payable by Tenant under this Lease (all of which are sometimes  collectively
 referred to as "Rent"). Tenant shall pay and be liable for all rental, sales
 and use taxes (but excluding income taxes), if any, imposed upon or measured
 by Rent under applicable Law.  The monthly Base Rent  and Tenant's Pro  Rata
 Share of Excess Operating  Expenses shall be due  and payable in advance  on
 the first day  of each calendar  month without notice or demand.  All  other
 items of Rent shall be due and payable by Tenant on or before 30 days  after
 billing by Landlord.  All payments of Rent shall  be by good and  sufficient
 check or by  other means (such  as automatic debit  or electronic  transfer)
 acceptable to Landlord.  If the Term commences on a day other than the first
 day of a calendar month, the monthly  Base Rent and Tenant's Pro Rata  Share
 of any Excess Operating Expenses for the month shall be prorated on a  daily
 basis based on a 360 day calendar year.  Landlord's acceptance of less  than
 the correct amount of Rent shall be  considered a payment on account of  the
 earliest Rent  due.  No  endorsement  or statement  on  a  check  or  letter
 accompanying  a  check  or  payment  shall  be  considered  an  accord   and
 satisfaction, and either party may accept such check or payment without such
 acceptance being considered a waiver of any rights such party may have under
 this Lease or applicable Law.  Tenant's covenant to pay Rent is  independent
 of every other covenant in this Lease.

    B.  Excess Operating Expenses.  Tenant shall pay Tenant's Pro Rata  Share
 of the amount, if any, by which Operating Expenses (defined in Section  4.D)
 for each calendar year  during the Term, exceed  Operating Expenses for  the
 Base Year (the "Excess  Operating Expenses").  If Operating Expenses in  any
 calendar year decrease below the amount  of Operating Expenses for the  Base
 Year, Tenant's Pro Rata Share of  Operating Expenses for that calendar  year
 shall be $0.  In no event shall  Base Rent be reduced if Operating  Expenses
 for any calendar year are less than Operating Expenses for the Base Year. On
 or about January 1 of each calendar year, Landlord shall provide Tenant with
 a good faith  estimate of the  Excess Operating Expenses  for such  calendar
 year during the Term. On or before the first day of each month, Tenant shall
 pay to Landlord a monthly installment  equal to one-twelfth of Tenant's  Pro
 Rata Share of Landlord's estimate of the Excess Operating Expenses. Prior to
 May 1 of each  calendar year of  the Term, if  Landlord determines that  its
 good faith estimate of the Excess Operating Expenses was incorrect, Landlord
 may provide Tenant with a revised estimate. After its receipt of the revised
 estimate,  Tenant's  monthly  payments  shall  be  based  upon  the  revised
 estimate. If Landlord does not provide Tenant with an estimate of the Excess
 Operating Expenses by January 1 of a calendar year, Tenant shall continue to
 pay monthly installments based on the most recent estimate(s) until Landlord
 provides Tenant with the new estimate (no later than May 1 of each  calendar
 year during the Term). Upon delivery of the new estimate an adjustment shall
 be made for any  month for which Tenant  paid monthly installments based  on
 the same year's prior incorrect estimate(s).  Tenant shall pay Landlord  the
 amount of any underpayment within 30 days after receipt of the new estimate.
 Any overpayment shall  be credited against  the next sums  due and owing  by
 Tenant or, if no further Rent is due, refunded directly to Tenant within  30
 days of determination.  The obligation of Tenant to pay for Excess Operating
 Expenses  as  provided  herein  shall  survive  the  expiration  or  earlier
 termination of this Lease. If the Expiration Date falls on a date other than
 December 31st",  Tenant's Excess Operating  Expenses shall be prorated on  a
 daily basis based on a 360 day calendar year.

     C. Reconciliation of Operating Expenses.  Within 120 days after the  end
 of each calendar year or as soon  thereafter as is practicable but no  later
 than May  1 of  each calendar  year, Landlord  shall furnish  Tenant with  a
 statement of the actual Operating Expenses and Excess Operating Expenses for
 such calendar year.  If the most recent estimated Excess Operating  Expenses
 paid by  Tenant for such  calendar  year  are more  than the  actual  Excess
 Operating  Expenses  for  such  calendar  year,  Landlord  shall  apply  any
 overpayment by Tenant against  Rent due or next  becoming due; provided,  if
 the Term  expires  before the  determination  of the  overpayment,  Landlord
 shall, within 30  days of determination,  refund any  overpayment to  Tenant
 after first deducting the amount of  Rent due. If the most recent  estimated
 Excess Operating Expenses  paid by Tenant  for the prior  calendar year  are
 less than the actual Excess Operating  Expenses for such year, Tenant  shall
 pay Landlord, within 30 days after its receipt of the statement of Operating
 Expenses, any underpayment for the prior calendar year.

    D.  Operating Expenses Defined.  "Operating Expenses" means all costs and
 expenses incurred or accrued  in each calendar year  in connection with  the
 ownership, operation, maintenance, management, repair and protection of  the
 Property which  are directly  attributable or  reasonably allocable  to  the
 Property, including Landlord's personal property used in connection with the
 Property and including all costs and expenditures relating to the following,
 except that  if such  replacements are  properly  classified as  capital  in
 nature under sound real  estate accounting principles consistently  applied,
 the cost of such  replacements shall be included  in Operating Expenses  and
 amortized pursuant  to Section  4.D(9) below.  As used  in this  Lease,  the
 "sound real estate  accounting principles" used  by Landlord in  calculating
 Operating Expenses will, to  the extent applicable  and except as  otherwise
 provided in this  Lease, be consistent  with "generally accepted  accounting
 principles" or "GAAP":

        (1) Operation, maintenance,  repair and replacements  of any part  of
 the Property, including the mechanical, electrical, plumbing, HVAC, vertical
 transportation, fire  prevention and  warning  and access  control  systems;
 materials and supplies  (such as light  bulbs and  ballasts); equipment  and
 tools;  floor,  wall and window coverings;  personal property;  required  or
 beneficial easements;  and related  service agreements  and rental  expenses
 (except for repairs, replacements and general maintenance paid by  insurance
 proceeds).

        (2) Administrative   and  management   fees,  including   accounting,
 information and professional services (except for negotiations and  disputes
 with specific tenants  not affecting other  parties); management  office(s);
 and  wages,  salaries,  benefits,   reimbursable  expenses  and  taxes   (or
 allocations thereof) for full and part time personnel involved in operation,
 maintenance and management (except for fees  and expenses paid by  insurance
 proceeds).

        (3) Janitorial service;  window cleaning waste  disposal; gas,  water
 and sewer and  other utility charges  (including add-ons); and  landscaping,
 including all applicable tools and supplies.

        (4) Property,  liability and  other  insurance coverages  carried  by
 Landlord,  including  deductibles   and  risk  retention   programs  and   a
 proportionate allocation to the  Property of the  cost of blanket  insurance
 policies maintained by Landlord and/or its Affiliates (defined below).

        (5) Real   estate  taxes,   assessments,  business   taxes   excises,
 association dues fees,  levies, charges and  other taxes of  every kind  and
 nature whatsoever, general and special, extraordinary and ordinary, foreseen
 and unforeseen, including  interest on  installment payments,  which may  be
 levied or  assessed  against or  arise  in connection  with ownership.  use,
 occupancy, rental,  operation  or  possession  of  the  Property  (including
 personal property taxes for property that  is owned by Landlord and used  in
 connection with the operation, maintenance and  repair of the Property),  or
 substituted, in whole or in part, for  a tax previously in existence by  any
 taxing authority, or assessed  in lieu of  a tax increase,  or paid as  rent
 under any ground lease. Operating Expenses do not include Landlord's income,
 franchise or estate  taxes (except  to the  extent such  excluded taxes  are
 assessed in lieu of taxes included above).

        (6) Compliance  with Laws, including  license, permit and  inspection
 fees (but not in duplication of  capital expenditures amortized as  provided
 in Section 4.D(9)); and all expenses and fees, including attorneys' fees and
 court or other venue of dispute resolution costs, incurred in negotiating or
 contesting real  estate taxes  & the  validity and/or  applicability of  any
 governmental  enactments  which  may  affect  Operating  Expenses;  provided
 Landlord shall credit against Operating  Expenses any refunds received  from
 such negotiations or contests to the extent originally included in Operating
 Expenses (less Landlord's costs).

        (7) Building  safety services to  the extent  provided or  contracted
 for by Landlord

        (8) Goods  and services  purchased from  Landlord's subsidiaries  and
 Affiliates to the extent the cost  of same is consistent with rates  charged
 by unaffiliated third parties for similar goods and services. Such goods and
 services shall from  time to  time be competitively  bid on  by third  party
 providers.

        (9) Amortization  of capital  expenditures incurred:  (a) to  conform
 with Laws;  (b)  to  provide or  maintain  building  standards  (other  than
 building standard  tenant  improvements);  or  (c)  with  the  intention  of
 promoting safety or reducing or controlling increases in Operating Expenses,
 such as lighting  retrofit and  installation of  energy management  systems.
 Such expenditures shall be amortized uniformly over the following periods of
 time (together with interest  on the unamortized balance  at the Prime  Rate
 (defined in Section  19.B) as of  the date incurred  plus 2%): for  building
 improvements, the shorter of  10 years or the  estimated useful life of  the
 improvement; for equipment, 7  years; for furniture  and fixtures, 5  years;
 for computer equipment  and software, 3  years; and for  all other items,  3
 years for expenditures under $50,000 and 5 years for expenditures in  excess
 of $50,000.  Notwithstanding the foregoing, Landlord  may elect to  amortize
 capital expenditures  under this  subsection over  a longer  period of  time
 based upon (i) the purpose and nature of the expenditure. (ii) the  relative
 capital burden  on  the  Property, (iii)  for  cost  savings  projects,  the
 anticipated payback period and (iv) otherwise in accordance with sound  real
 estate accounting principles consistently applied.

        (10)    Electrical services used  in the  operation, maintenance  and
 use of  the  Property;  sales,  use, excise  and  other  taxes  assessed  by
 governmental authorities on  electrical services supplied  to the  Property,
 and other costs of providing electrical services to the Property.

    E.  Exclusions  from Operating Expenses.  Operating Expenses exclude  the
 following expenditures:

        (1) Leasing commissions, attorneys'  fees and other expenses  related
 to leasing tenant space and constructing  improvements for the sole  benefit
 of an individual tenant.

        (2) Goods  and services  furnished to  an  individual tenant  of  the
 Building  which  are  above  building  standard  and  which  are  separately
 reimbursable directly to Landlord in addition to Excess Operating Expenses.

        (3) Repairs, replacements and  general maintenance paid by  insurance
 proceeds or condemnation  proceeds or  another tenant  or responsible  third
 party.

        (4) Except   as    provided   in   Section   4.D(9),    depreciation,
 amortization, interest payments on any encumbrances on the Property and  the
 cost of capital improvements or additions.

        (5) Costs   of  installing  any   specialty  service,   such  as   an
 observatory,  broadcasting   facility,  luncheon   club,  or   athletic   or
 recreational dub.

        (6) Expenses  for repairs  or  maintenance related  to  the  Property
 which have been  reimbursed to Landlord  pursuant to  warranties or  service
 contracts.

        (7) Costs (other  than maintenance costs)  of any art  work (such  as
 sculptures or paintings) used to decorate the Building.

        (8) Principal payments on  indebtedness secured by liens against  the
 Property, or costs of refinancing such indebtedness.

        (9) Transfer, gains, inheritance,  estate, income, excess profits  or
 franchise taxes or other such taxes imposed on or measured by the income  of
 Landlord from the operation of the Property.

        (10)    Expenses  incurred  in  leasing  or  procuring  new  tenants,
 including advertising and marketing expenses and expenses for preparation of
 leases or renovating space for new tenants, rent allowances, lease  takeover
 costs, payment of moving costs and similar costs and expenses.

        (11)    Costs relating to  disputes between Landlord  and a  specific
 tenant of the Building

        (12)    The cost  of any  work or  service performed  for any  tenant
 (including Tenant) at such tenant's cost.

        (13)    Costs of correcting latent defects in the Premises which  are
 disclosed to Landlord within one year after the Commencement Date

     F. Proration  of Operating  Expenses:  Adjustments.  If Landlord  incurs
 Operating Expenses  for  the  Property  together  with  one  or  more  other
 buildings  or  properties,  whether   pursuant  to  a  reciprocal   easement
 agreement, common area agreement or otherwise, the shared costs and expenses
 shall be equitably prorated and apportioned by Landlord between the Property
 and the other buildings or properties.  If the Building is not 100% occupied
 during any calendar  year or  partial calendar year  or if  Landlord is  not
 supplying services  to 100%  of the  total Rentable  Square Footage  of  the
 Building at  any time  during  a calendar  year  or partial  calendar  year,
 Operating Expenses shall  be determined  as if  the Building  had been  100%
 occupied and Landlord had  been supplying services to  100% of the  Rentable
 Square Footage of the Building during that calendar year. If Tenant pays for
 Tenant's Pro Rata  Share of  Operating Expenses  based on  increases over  a
 "Base Year"' and Operating  Expenses for a calendar  year are determined  as
 provided in the prior sentence, Operating  Expenses for the Base Year  shall
 also be determined as  if the Building had  been 100% occupied and  Landlord
 had been supplying services  to 100% of the  Rentable Square Footage of  the
 Building. The extrapolation of Operating  Expenses under this Section  shall
 be performed  by Landlord  by  adjusting the  cost  of those  components  of
 Operating Expenses that  are impacted  by changes  in the  occupancy of  the
 Building.

     G. Audit Rights.  Within 60 days after Landlord furnishes its  statement
 of actual Operating Expenses for any calendar year (including the Base Year)
 (the "Audit  Election  Period"),  Tenant  may,  at  its expense  (except  as
 otherwise set forth below), elect to audit landlord's Operating Expenses for
 such calendar year only, subject to  the following conditions: (1) there  is
 no uncured  event  of default  under  this Lease;  (2)  the audit  shall  be
 prepared by an  independent certified public  accounting firm of  recognized
 national standing; (3) in no  event shall any audit  be performed by a  firm
 retained on a "contingency fee" basis;  (4) the audit shall commence  within
 60 days  after Landlord  makes Landlord's  books  and records  available  to
 Tenant's auditor and shall conclude within  90 days after commencement;  (5)
 the audit shall be conducted during landlord's normal business hours at  the
 location where  Landlord  maintains its  books  and records  and  shall  not
 unreasonably interfere with the conduct  of Landlord's business; (6)  Tenant
 and its accounting firm shall treat  any audit in a confidential manner  and
 shall each  execute  Landlord's  confidentiality  agreement  for  Landlord's
 benefit prior to commencing the audit,  and (7) the accounting firm's  audit
 report shall,  at no  charge to  Landlord, be  submitted in  draft form  for
 Landlord's review  and comment  before the  final approved  audit report  is
 delivered to  Landlord,  and  any  reasonable  comments  by  Landlord  shall
 accompany the final audit report.  This paragraph shall not be construed  to
 limit, suspend, or abate Tenant's obligation to pay Rent when due, including
 estimated Excess Operating Expenses.  Landlord shall credit any  overpayment
 determined by the final approved audit report against the next Rent due  and
 owing by  Tenant or,  if no  further Rent  is due,  refund such  overpayment
 directly to Tenant within 30 days of determination.  Likewise, Tenant  shall
 pay Landlord any underpayment determined by the final approved audit  report
 within 30 days of determination. The foregoing obligations shall survive the
 expiation or termination  of this  Lease.  If Tenant does  not give  written
 notice of its  election to audit  Landlord's Operating  Expenses during  the
 Audit Election  Period, Landlord's  Operating  Expenses for  the  applicable
 calendar year shall be  deemed approved for all  purposes, and Tenant  shall
 have no further  right to review  or contest the same.  The  right to  audit
 granted hereunder is personal to the initial Tenant named in this Lease  and
 to any assignee under a Permitted Transfer (defined below) and shall not  be
 available to any subtenant  under a sublease of  the Premises, if the  audit
 proves that Landlord's  calculation of Operating  Expenses for the  calendar
 year under inspection was overstated by  more than five percent (5%),  then,
 after verification.  Landlord shall pay Tenant's  actual reasonable  out-of-
 pocket audit and inspection fees applicable  to the review of said  calendar
 year statement within  thirty (30) days  after receipt  of Tenant's  invoice
 therefor.

 5.  Tenant's Use of Premises.

     A. Permitted Uses.  'The Premises shall be used only for general  office
 use (the "Permitted Use") and for no other use whatsoever.  Tenant shall not
 use or permit  the use of  the Premises for  any purpose  which is  illegal,
 creates obnoxious odors (including tobacco smoke), noises or vibrations,  is
 dangerous to persons or property, could increase Landlord's insurance costs,
 or which, in Landlord's reasonable opinion, unreasonably disturbs any  other
 tenants of the Building or interferes  with the operation or maintenance  of
 the Property.  Except as provided below,  the following  uses are  expressly
 prohibited  in  the  Premises:  schools,  government  offices  or  agencies;
 personnel agencies;  collection agencies;  credit unions;  data  processing,
 telemarketing or  reservation centers;  medical treatment  and health  care;
 radio, television or other telecommunications broadcasting; restaurants  and
 other retail; customer service offices of  a public utility company; or  any
 other purpose  which would,  in Landlord's  reasonable opinion,  impair  the
 reputation or  quality  of the  Building,  overburden any  of  the  Building
 systems, Common Areas or parking facilities  (including any use which  would
 create a  population density  in the  Premises  which is  in excess  of  the
 density which is standard  for the Building),  impair Landlord's efforts  to
 lease space  or otherwise  interfere with  the  operation of  the  Property.
 Notwithstanding the foregoing, the following ancillary uses are permitted in
 the Premises only so long as they do not, in the aggregate, occupy more than
 10% of  the Rentable  Square Footage  of the  Premises or  any single  floor
 (which ever  is  less):  (A)  the  following  services  provided  by  Tenant
 exclusively to  its  employees:  schools,  training  and  other  educational
 services;  credit  unions;  and  similar  employee  services;  and  (B)  the
 following services directly  and exclusively  supporting Tenant's  business:
 telemarketing; reservations; storage; data processing; debt collection;  and
 similar support services.

     B. Compliance  with Laws.  Tenant shall comply with  all Laws  regarding
 the operation of Tenant's business and the use, condition, configuration and
 occupancy of the Premises and the use of the Common Areas. Tenant, within 10
 days after receipt, shall provide Landlord with copies of any notices Tenant
 receives regarding  a violation  or alleged  or potential  violation of  any
 Laws.  Tenant shall comply with the  rules and regulations  of the  Building
 attached as Exhibit B  and such other reasonable  rules and regulations  (or
 modifications thereto) adopted by  Landlord from time  to time with  written
 notice to Tenant. Such rules and regulations will be applied in an equitable
 manner as  determined  by Landlord.  Tenant  shall also  cause  its  agents,
 contractors, subcontractors, employees, customers, and subtenants to  comply
 with all rules and regulations.

     C. Tenant's Security Responsibilities. Tenant shall  (1) lock the  doors
 to the premises and take other  reasonable steps to secure the Premises  and
 the personal property of all Tenant  Parties (defined in Section 13) in  the
 Common Areas  and parking  facilities of  the  Building and  Property,  from
 unlawful intrusion, theft, fire and other hazards; (2) keep and maintain  in
 good working order all security and safety devices installed in the Premises
 by or for the benefit of Tenant (such as locks, smoke detectors and  burglar
 alarms); and (3) cooperate with Landlord  and other tenants in the  Building
 on Building safety mailers.  Tenant acknowledges that any security or safety
 measures employed  by  Landlord are  for  the protection  of  Landlords  own
 interests; that Landlord is not a guarantor of the security or safety of the
 Tenant Parties or any of Tenant's  transferees, contractors or licensees  or
 their  property;  and  that  such  security  and  safety  matters  are   the
 responsibility of Tenant and the local law enforcement authorities.

 6.  Security Deposit Intentionally deleted.

 7.  Services Furnished by Landlord.

     A. Standard Services. Subject to the provisions of this Lease,  Landlord
 agrees to  furnish  (or cause  a  third party  provider  to furnish)  as  an
 Operating Expense (as set forth in Section 4.D.), the following services  to
 Tenant during the Term:

        (1) Water service for  use in the lavatories  on each floor on  which
 the Premises are located.

        (2) Heat  and  air conditioning  in  season  during  Normal  Business
 Hours, at such temperatures and in such amounts as required by  governmental
 authority or as Landlord  determines are standard  for the Building.  Tenant
 upon such notice as is reasonably  required by Landlord, and subject to  the
 capacity of  the Building  systems, may  request HVAC  service during  hours
 other than  Normal  Business  Hours.  Tenant shall  pay  Landlord  for  such
 additional service at a rate equal to $60.00 per requested hour of operation
 per floor (the "Hourly HVAC Charge") Landlord shall have the right, upon  30
 days prior written notice to Tenant,  to adjust the Hourly HVAC Charge  from
 time to time, but not more than once per calendar year, based upon increases
 in HVAC  costs, which  costs include  utilities, taxes,  surcharges,  labor,
 equipment, maintenance and repair.

        (3) Maintenance and  repair of the Property  as described in  Section
 9.B.

        (4) Janitorial service  five days per  week (excluding Holidays),  as
 determined by Landlord.  If Tenant's use  of the Premises, floor covering or
 other improvements  require  special  services in  excess  of  the  standard
 services for the Building, Tenant shall pay the additional cost attributable
 to the special services.

        (5) Elevator service, subject to proper authorization and  Landlord's
 policies and procedures for use of the elevator(s) in the Building.

        (6) Exterior  window  washing at  such  intervals  as  determined  by
 Landlord.

        (7) Electricity  to   the  Premises  for   general  office  use,   in
 accordance with and subject to the terms and conditions in Article 8.

        (8) On-site  building  safety  personnel  services  consistent   with
 comparable buildings in the  Fort Worth, Texas area  from 7:00 a.m. to  7:00
 p.m. on weekdays other than Holidays,  subject to the provisions of  Section
 5.C.

        (9) Landlord   agrees   that   the   above-described   services   and
 maintenance of the Building and its components, including the Common  Areas,
 shall be comparable to services and maintenance provided to other comparable
 office buildings in  Fort Worth, Texas,  taking into account  age, size  and
 other relevant  operating factors  during the  Term  (arid any  renewals  or
 extensions thereof).

     B. Service  Interruptions.  For  purposes  of  this  Lease,  a  'Service
 Failure" shall mean any interruption, suspension or termination of  services
 being provided to Tenant  by Landlord or  by third-party providers,  whether
 engaged by  Tenant  or  pursuant to  arrangements  by  such  providers  with
 Landlord, which are  due to (1)  the application of  Laws; (2) the  failure,
 interruption or malfunctioning  of any electrical  or mechanical  equipment,
 utility or other service to the Building or Property; (3) the performance of
 repairs, maintenance, improvements or alterations; or (4) the occurrence  of
 any other event  or cause whether  or not within  the reasonable control  of
 Landlord.  No Service  Failure  shall  render  Landlord  liable  to  Tenant,
 constitute a constructive eviction of Tenant,  give rise to an abatement  of
 Rent, or  relieve Tenant  from the  obligation to  fulfill any  covenant  or
 agreement.  Commencing on the 6th consecutive  Business Day  of any  Service
 Failure within Landlord's control, (unless the Service Failure is caused  by
 a fire or other casualty, in which event Section 16 controls), Tenant shall,
 as its sole  remedy, be  entitled to an  equitable diminution  of Base  Rent
 based upon the pro rata portion of the Premises which is rendered unfit  for
 occupancy for the Permitted Use, except  to the extent such Service  Failure
 is caused by a Tenant Party.  In no event shall Landlord be liable to Tenant
 for any loss or damage, including the theft of Tenant's Property (defined in
 Article 14), arising out of or in connection with any Service Failure or the
 failure of any Building safety services, personnel or equipment.

     C. Third  Party Services, If Tenant  desires any service which  Landlord
 has not  specifically agreed  to  provide in  this  Lease, such  as  private
 security systems or telecommunications services serving the Premises, Tenant
 shall procure such  service directly from  a reputable  third party  service
 provider ("Provider") for  Tenant's own  account Tenant  shall require  each
 Provider to comply with the Building's rules and regulations, all Laws,  and
 Landlord's reasonable  policies  and  practices  for  the  Building.  Tenant
 acknowledges Landlord's current policy that requires all Providers utilizing
 any area of the Property outside the Premises to be approved by landlord and
 to enter into a  written agreement acceptable to  Landlord prior to  gaining
 access  to,  or  making  any  installations   in  or  through,  such   area.
 Accordingly, Tenant shall give Landlord  written notice sufficient for  such
 purposes.

 8.  Use of Electrical Services by Tenant

     A. Landlord's  Electrical Service.  Subject to the terms of this  Lease,
 Landlord shall furnish building standard electrical service to the  Premises
 sufficient  to  operate  customary  lighting,  office  machines  and   other
 equipment  of  similar  low  electrical  consumption.  Landlord  and  Tenant
 acknowledge and agree that Tenant's  electrical  consumption conforms to the
 building standards as of the Effective Date.  Landlord may, at any time  and
 from time to time, calculate Tenant's  actual electrical consumption in  the
 Premises by  a  survey  conducted by  a  reputable  consultant  selected  by
 Landlord, all at Tenant's expense. The cost of any electrical consumption in
 excess of that which Landlord determines is standard for the Building  shall
 be paid  by  Tenant  in  accordance with  Section  8.D.  The  furnishing  of
 electrical  services  to  the  Premises  shall  be  subject  to  the  rules,
 regulations and practices  of the supplier  of such electricity  and of  any
 municipal  or  other  governmental  authority  regulating  the  business  of
 providing electrical  utility  service.  Landlord shall  not  be  liable  or
 responsible to  Tenant for  any loss,  damage or  expense which  Tenant  may
 sustain or  incur if  either the  quantity or  character of  the  electrical
 service is  changed or  is no  longer available  or no  longer suitable  for
 Tenant's requirements.

    B.  Selection  of Electrical Service  Provider.  Landlord shall have  and
 retain the sole right to select  the provider of electrical services to  the
 Building and/or  the  Property.  To the  fullest extent  permitted  by  Law,
 Landlord shall have the  continuing right to  change such utility  provider.
 All charges and  expenses incurred by  Landlord due to  any such changes  in
 electrical  services,  including  maintenance,  repairs,  installation   and
 related costs, shall be included in the electrical services costs referenced
 in Section 4.D(10), unless paid directly by Tenant.

     C. Submetering.  Landlord shall have the continuing right, upon 30  days
 written notice, to install a submeter for the Premises at Tenant's  expense,
 but such  expense  shall  only  be  charged to  Tenant  if  Landlord  has  a
 reasonable belief  that Tenant's  electrical consumption  is above  building
 standard.  If submetering is installed for the Premises, Landlord may charge
 for Tenant's  actual  electrical  consumption monthly  in  arrears  for  the
 kilowatt hours  used, a  rate per  kilowatt hour  equal to  that charged  to
 Landlord by the provider  of electrical service to  the Building during  the
 same period of  time (plus, to  the fullest extent  permitted by  applicable
 Laws, an administrative fee equal to 2.5% of such charge; provided, however,
 if Landlord is installing submeters for  all tenants of the Building and  is
 not installing a submeter for the Premises because Landlord has a reasonable
 belief that  Tenant's electrical  consumption  is above  building  standard,
 Tenant shall not be charged such  administrative fee or an installation  fee
 for Tenant's  submeter),  except as  to  electricity directly  purchased  by
 Tenant from third  party providers after obtaining Landlord's consent to the
 same. In the event Landlord is unable to determine the exact kilowatt hourly
 charged during the period of time,  Landlord shall use the average  kilowatt
 hourly charge to the Building for  the first billing cycle ending after  the
 period of time  in question.  Even if  the Premises  are submetered,  Tenant
 shall remain  obligated  to pay  Tenant's  Pro Rata  Share  of the  cost  of
 electrical services as provided in Section 4.B, except that Tenant shall  be
 entitled to a credit against electrical services costs equal to that portion
 of the amounts actually paid by  Tenant separately and directly to  Landlord
 which are attributable to  building standard electrical services  submetered
 to the Premises.

     D. Excess Electrical  Service. Tenant's use of electrical service  shall
 not exceed, in voltage, rated capacity, use beyond Normal Business Hours  or
 overall load, that which Landlord deems to be standard for the Building.  If
 Tenant requests permission  to consume excess  electrical service,  Landlord
 may refuse to consent or may condition consent upon conditions that Landlord
 reasonably elects (including the  installation of utility service  upgrades,
 meters, submeters, air handlers or cooling units). The costs of any approved
 additional consumption (to  the extent permitted  by Law), installation  and
 maintenance shall be paid by Tenant.

 9.  Repairs and Alterations.

     A. Tenant's Repair  Obligations. Tenant shall keep the Premises in  good
 condition and  repair,  ordinary  wear and  tear  excepted  Tenant's  repair
 obligations include,  without limitation,  repairs  to: (1)  floor  covering
 and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior
 side of demising walls; (5) electronic,  phone and data cabling and  related
 equipment (collectively, "Cable") that is installed by or for the benefit of
 Tenant whether located in the Premises or in other portions of the Building;
 (6) supplemental  air  conditioning  units, private  showers  and  kitchens,
 including hot water heaters, plumbing, dishwashers, ice machines and similar
 facilities serving Tenant exclusively; (7)  phone rooms used exclusively  by
 Tenant; (8) Alterations (defined below) performed by contractors retained by
 Tenant,  including  related  HVAC  balancing;   and  (9)  all  of   Tenant's
 furnishings, trade fixtures,  equipment and inventory.  Prior to  performing
 any such repair  obligation, Tenant shall  give written  notice to  Landlord
 describing the necessary maintenance or repair. Upon receipt of such notice,
 Landlord may  elect either  to  perform any  of  the maintenance  or  repair
 obligations specified  in such  notice in  a  reasonably timely  manner,  or
 require that Tenant perform such  obligations by using contractors  approved
 by Landlord,  which approval  shall not  be unreasonably withheld.  All work
 shall be  performed at  Tenants expense  in accordance  with the  rules  and
 procedures described  in Section  9.C below.  If Tenant  fails to  make  any
 repairs to the  Premises for more  than 15 days  after notice from  Landlord
 (although notice shall not be required  if there is an emergency),  Landlord
 may, in  addition  to any  other  remedy  available to  Landlord,  make  the
 repairs, and Tenant shall pay to Landlord the reasonable cost of the repairs
 within 30 days after receipt of an invoice, together with an  administrative
 charge in an amount equal to 10% of the cost of the repairs.

     B. Landlord's  Repair Obligations.  Landlord shall keep and maintain  in
 good repair and working  order and make repairs  to and perform  maintenance
 upon: (1)  structural  elements of  the  Building; (2)  standard  mechanical
 (including HVAC), electrical, plumbing and fire/life safety systems  serving
 the Building generally; (3) Common Areas; (4) the roof of the Building;  (5)
 exterior windows of the  Building; and (6)  elevators serving the  Building.
 Landlord shall promptly  make repairs (taking  into account  the nature  and
 urgency of the  repair) for  which Landlord is responsible . If  any of  the
 foregoing maintenance or repair is necessitated due to the acts or omissions
 of any Tenant Party  (defined in Section  13) and such  costs are not  fully
 covered by  insurance,  Tenant  shall  pay the  costs  of  such  repairs  or
 maintenance to Landlord within 30 days after receipt of an invoice, together
 with an administrative charge in an amount equal  to 10% of the cost of  the
 repairs; provided  however, such  costs shall  be reduced  by any  insurance
 proceeds actually received by Landlord  from Landlord's insurer relating  to
 such repair.

     C. Alterations.

        (1) When  Consent Is  Required. Tenant  shall not  make  alterations,
 additions or  improvements to  the  Premises or  install  any Cable  in  the
 Premises or  other portions  of the  Building (collectively,  "Alterations")
 without first obtaining the  written consent of  Landlord in each  instance,
 which consent  shall  not  be  unreasonably  withheld.  However,  Landlord's
 consent shall not be required for  any Alteration that satisfies all of  the
 following criteria (a "Minor Alteration"): (a) is of a cosmetic nature  such
 as painting, wallpapering, hanging pictures and installing carpeting; (b) is
 not visible from outside the Premises  or Building; (c) will not affect  the
 systems or structure of the  Building; and (d) does  not require work to  be
 performed inside the walls or above the ceiling of the Premises.

        (2) Requirements For  All Alterations.  Including Minor  Alterations.
 Prior to starting work  on any Alteration, Tenant  shall finish to  Landlord
 for review  and  approval:  plans  and  specifications;  names  of  proposed
 contractors (provided that Landlord may designate specific contractors  with
 respect to Building  systems); copies  of contracts;  necessary permits  and
 approvals; evidence  of  contractors'  and  subcontractors'  insurance;  and
 Tenant's security for performance  of the Alteration.  Changes to the  plans
 and specifications must also be submitted to Landlord for its approval. Some
 of the foregoing requirements may be waived by Landlord for the  performance
 of specific  Minor Alterations;  provided that  such waiver  is obtained  in
 writing prior  to the  commencement of  such Minor  Alterations.  Landlord's
 waiver on one  occasion shall  not waive  Landlord's right  to enforce  such
 requirements on any other occasion.  Alterations shall  be constructed in  a
 good and workmanlike manner  using materials of a  quality that is at  least
 equal to the quality designated by Landlord as the minimum standard for  the
 Building.  Landlord  may   designate  reasonable   rules,  regulations   and
 procedures for the  performance of Alterations  in the Building and, to  the
 extent reasonably  necessary to  avoid disruption  to the  occupants of  the
 Building, shall have the right to designate the time when Alterations may be
 performed.  Tenant shall reimburse Landlord within 30 days after receipt  of
 an invoice  for reasonable  out-of-pocket sums  paid by  Landlord for  third
 party examination of Tenant's plans for  Alterations.  No later than 30 days
 after completion of the Alterations,  Tenant shall furnish "as-built"  plans
 (which shall not be required for Minor Alterations). completion  affidavits,
 full and final waivers of liens,  receipts and bills covering all labor  and
 materials.  Tenant  shall  assure  that  the  Alterations  comply  with  all
 insurance requirements and Laws.

        (3) Landlord's Liability  For Alterations. Landlord's approval of  an
 Alteration shall not  be a representation  by Landlord  that the  Alteration
 complies with applicable Laws or will  be adequate for Tenant's use.  Tenant
 acknowledges that Landlord  is not an  architect or engineer,  and that  the
 Alterations  will   be  designed   and/or  constructed   using   independent
 architects,  engineers  and  contractors.  Accordingly,  Landlord  does  not
 guarantee or warrant that the applicable construction documents will  comply
 with Laws or be free from errors or omissions, or that the Alterations  will
 be free from defects, and Landlord will have no liability therefore,  unless
 Landlord is directly acting as general contractor of the work.

 10. Entry by Landlord. Landlord, its agents, contractors and representatives
 may enter the Premises to  inspect or show the  Premises, to clean and  make
 repairs,  alterations  or  additions  to  the  Premises,  and  to conduct or
 facilitate repairs, alterations or additions to any portion of the Building,
 including other  tenants'  premises.  Except in  emergencies or  to  provide
 janitorial and other Building services after Normal Business Hours or at any
 time during the  last 9 months  of the Term,  Landlord shall provide  Tenant
 with 24 hour prior  notice of entry  into the Premises,  which may be  given
 orally.  Landlord shall have the right to temporarily close all or a portion
 of the Premises to perform repairs, alterations and additions, if reasonably
 necessary for the protection and safety of Tenant and its employees.  Except
 in emergencies.  Landlord  will not  close  the  Premises if  the  work  can
 reasonably be  completed  on  weekends  and  after  Normal  Business  Hours;
 provided, however, that landlord is not required to conduct work on weekends
 or after Normal Business Hours if such work can be conducted without closing
 the Premises.  Entry  by Landlord for any such purposes shall not constitute
 a constructive eviction  or entitle Tenant to an abatement  or reduction  of
 Rent.

 11. Assignment and Subletting.

     A. Landlord's Consent Required.  Subject to the remaining provisions  of
 this Article  11, but  notwithstanding anything  to the  contrary  contained
 elsewhere in this Lease, Tenant shall  not assign, transfer or encumber  any
 interest in this Lease  (either absolutely or  collaterally) or sublease  or
 allow any third party  to use any portion  of the Premises (collectively  or
 individually, a "Transfer") without the  prior written consent of  Landlord,
 which consent shall not be unreasonably withheld. Without limitation, Tenant
 agrees that Landlord's consent shall not be considered unreasonably withheld
 if: (1)  the proposed  transferee's financial  condition does  not meet  the
 criteria Landlord uses to select  Building tenants having similar  leasehold
 obligations; (2) the proposed transferee  is a governmental organization  or
 present occupant of the Property, or Landlord is otherwise engaged in  lease
 negotiations  with  the  proposed  transferee  for  other  premises  in  the
 Property; (3) any uncured event of default exists under this Lease; (4)  any
 portion  of  the  Building  or  Premises  would  likely  become  subject  to
 additional or different Laws as a consequence of the proposed Transfer;  (5)
 the proposed transferee's use of the  Premises conflicts with the  Permitted
 Use or  any  exclusive usage  rights  granted to  any  other tenant  in  the
 Building; (6) the  use, nature, business,  activities or  reputation in  the
 business community of the proposed transferee (or its principals,  employees
 or invitees) does not  meet Landlord's standards  for Building tenants;  (7)
 either the Transfer or any consideration  payable to Landlord in  connection
 therewith adversely affects the  real estate investment trust  qualification
 tests applicable  to  landlord  or  its  Affiliates;  or  (8)  the  proposed
 transferee is or has been involved in litigation with Landlord or any of its
 Affiliates.  Tenant shall not be entitled  to receive monetary damages based
 upon a claim that Landlord unreasonably  withheld its consent to a  proposed
 Transfer and Tenant's  sole remedy shall  be an action  to enforce any  such
 provision  through  specific  performance   or  declaratory  judgment.   Any
 attempted Transfer in violation  of this Article  is voidable at  Landlord's
 option.

     B. Consent  Parameters/Requirements.  As part of  Tenant's request  for,
 and as  a condition  to,  Landlord's consent  to  a Transfer,  Tenant  shall
 provide Landlord with  financial statements for  the proposed transferee,  a
 complete copy (unexecuted) of the proposed assignment or sublease and  other
 contractual documents, and such other information as Landlord may reasonably
 request.  Landlord shall then have  the right  (but not  the obligation)  to
 terminate this Lease as  of the effective date  of Transfer with respect  to
 the portion of the Premises which Tenant desires to Transfer. In such event,
 the rent and other charges payable shall be proportionately reduced. Consent
 by Landlord to  one or more  Transfer(s) shall not  operate as  a waiver  of
 Landlord's rights to approve any subsequent Transfers. In no event shall any
 Transfer or Permitted Transfer release or relieve Tenant from any obligation
 under this  Lease, nor  shall  the acceptance  of  Rent from  any  assignee,
 subtenant or occupant constitute a waiver  or release of Tenant from any  of
 its obligations or liabilities under this Lease.  Tenant shall pay  Landlord
 for Landlord's  review  of  any Permitted  Transfer  or  requested  Transfer
 Landlord's  actual  reasonable  costs  and  expenses  (including  reasonable
 attorney's fees).

     C. Payment to Landlord  If the aggregate consideration paid to a  Tenant
 Party for  a  Transfer exceeds  that  payable  by Tenant  under  this  Lease
 (prorated according to the transferred interest), Tenant shall pay  Landlord
 50%  of   such  excess   (after  deducting   therefrom  reasonable   leasing
 commissions,  reasonable  legal   fees  and  reasonable   costs  of   tenant
 improvements paid  to  unaffiliated third  parties  in connection  with  the
 Transfer, with  proof  of  same provided  to  Landlord).  Tenant  shall  pay
 Landlord for Landlord's share  of any excess within  30 days after  Tenant's
 receipt of such excess consideration. If any uncured event of default exists
 under this Lease (or a condition exists  which, with the passage of time  or
 giving of notice, would  become an event of  default), Landlord may  require
 that all  sublease payments  be made  directly to  Landlord, in  which  case
 Tenant shall receive  a credit against  Rent in the  amount of any  payments
 received, but not to exceed the amount payable by Tenant under this Lease.

    D.  Change  in Control  of Tenant.  Except for a  Permitted Transfer,  if
 Tenant is a corporation, limited liability company, partnership, or  similar
 entity, and if the entity  which owns or controls  a majority of the  voting
 shares/rights at  any  time changes  fix  any reason  (including  a  merger,
 consolidation or reorganization), such change of ownership or control  shall
 constitute a Transfer. The foregoing shall not apply so long as, both before
 and after  the Transfer,  Tenant is  an entity  whose outstanding  stock  is
 listed on a recognized security exchange, or  if at least 80% of its  voting
 stock is owned by another  entity, the voting stock  of which is so  listed;
 provided, however, that Tenant shall give  Landlord written notice at  least
 30 days prior to the effective date of such change in ownership or control.

     E. No  Consent Required.  Tenant may  assign its  entire interest  under
 this Lease to its Affiliate (defined below)  or to a successor to Tenant  by
 purchase, merger,  consolidation or  reorganization without  the consent  of
 Landlord, provided that  all of the  following conditions  are satisfied  in
 Landlord's reasonable discretion  (a "Permitted Transfer"):  (1) no  uncured
 event of default exists under this  Lease; (2) Tenant's successor shall  own
 all or substantially  all of  the assets of  Tenant; (3)  such Affiliate  or
 successor shall have a net worth  which is at least equal to  $17,000,000.00
 as of  the day  prior to  the proposed  purchase, merger,  consolidation  or
 reorganization; (4)  no portion  of the  Building or  Premises would  likely
 become subject  to additional  or different  Laws as  a consequence  of  the
 proposed Transfer, (5) such Affiliate's or  successor's use of the  Premises
 shall not conflict  with the  Permitted Use  or any  exclusive usage  rights
 granted to any other  tenant in the Building;  (6) neither the Transfer  nor
 any consideration  payable to  Landlord  in connection  therewith  adversely
 affects the real estate investment  trust qualification tests applicable  to
 Landlord or its Affiliates; (7) such  Affiliate or successor is not and  has
 not  been  involved  in  litigation  with  Landlord  or  any  of  Landlord's
 Affiliates; and (8) Tenant  shall give Landlord written  notice at least  30
 days prior to the  effective date of the  proposed Transfer, along with  all
 applicable documentation  and other  information necessary  for landlord  to
 determine that the requirements  of this Section  11.E have been  satisfied,
 including if applicable, the qualification of such proposed transferee as an
 Affiliate of  Tenant.  The  term "Affiliate'  means  any  person  or  entity
 controlling, controlled by or under common control with Tenant or  Landlord,
 as applicable.  If requested by Landlord, the  Affiliate or successor  shall
 sign a commercially reasonable form of assumption agreement.

 12. Liens. Tenant shall not  permit mechanic's or other  liens to be  placed
 upon the Property,  Premises or  Tenant's leasehold  interest in  connection
 with any work or service done or purportedly  done by or for the benefit  of
 Tenant.  If a lien is so placed, Tenant shall, within 10 days of notice from
 Landlord of the filing of the Lien, fully discharge the lien by settling the
 claim which resulted in the lien or by bonding or insuring over the lien  in
 the manner  prescribed  by the  applicable  lien  Law.  If  Tenant  fails to
 discharge the  lien, then,  in addition  to  any other  right or  remedy  of
 Landlord, Landlord may bond or insure  over the lien or otherwise  discharge
 the lien. Tenant  shall, within  30 days after  receipt of  an invoice  from
 Landlord, reimburse  Landlord for  any amount  paid by  Landlord,  including
 reasonable attorneys' fees, to bond or insure over the lien or discharge the
 lien.

 13. Indemnity.  Subject to  Article  15  Tenant  shall  hold  Landlord,  its
 trustees,  Affiliates,  subsidiaries,  members,  principals,  beneficiaries,
 partners,  officers,   directors,  shareholders,   employees,   Mortgagee(s)
 (defined in Article 25) and agents  (including the manager of the  Property)
 (collectively, "Landlord Parties") harmless  from, and indemnify and  defend
 such parties  against,  all liabilities,  obligations,  damages,  penalties,
 claims,  actions,  costs,   charges  and   expenses,  including   reasonable
 attorneys' fees  and other  reasonable professional  fees that  are  imposed
 upon, incurred by or asserted against any of such indemnified parties  (each
 a "Claim" and  collectively "Claims")  that  arise out of  or in  connection
 with any damage  or injury occurring  in the Premises  except to the  extent
 caused by the gross  negligence or willful  misconduct of Landlord  Parties.
 Provided Landlord Parties are properly named  as additional insureds in  the
 policies required to be  carried under this Lease,  and except as  otherwise
 expressly provided in this Lease, the  indemnity set forth in the  preceding
 sentence shall be  limited to  the greater of  (A) $5,000,000,  and (B)  the
 aggregate amount of general/umbrella liability insurance actually carried by
 Tenant Subject to Articles 9.B, 15  and 20, Landlord shall hold Tenant,  its
 trustees,  Affiliates,   members,   principals,   beneficiaries,   partners,
 officers,  directors,  shareholders,  employees  and  agents  (collectively,
 "Tenant Parties)  harmless  from,  and indemnify  and  defend  such  parties
 against all Claims that  arise out of  or in connection  with any damage  or
 injury occurring in or on the  Property (excluding the Premises), except  to
 the extent caused by the gross negligence or willful misconduct of a  Tenant
 Party, to the  same extent the  Tenant Parties would  have been covered  had
 they been named as additional insureds  on the commercial general  liability
 insurance policy required to  be carried by Landlord  under this Lease.  The
 indemnity set forth in the preceding sentence shall be limited to the amount
 of $5,000,000.


 14. Insurance.

     A. Tenant's  Insurance. Tenant  shall maintain  the following  insurance
 ("Tenant's Insurance"), at its sole cost and expense: (1) commercial general
 liability  insurance  applicable  to  the  Premises  and  its  appurtenances
 providing, on an occurrence  basis, a per occurrence  limit of no less  than
 $1,000,000; (2) causes of loss-special  form (formerly "all risk")  property
 insurance, covering all above  building standard leasehold improvements  and
 Tenant's trade fixtures,  equipment, furniture and  other personal  property
 within the Premises ("Tenant's Property" in ) amount of the full replacement
 cost  thereof;  (3)  business  income  (formerly  "business   interruption")
 insurance written on an actual loss sustained form or with sufficient limits
 to address reasonably anticipated business interruption losses; (4) business
 automobile liability  insurance  to  cover all  owned,  hired  and  nonowned
 automobiles owned or operated by Tenant providing a minimum combined  single
 limit of $1 .000,000; (5) workers' compensation insurance as required by the
 state in which the Premises is located and in amounts as may be required  by
 applicable statute (provided, however, if no workers' compensation insurance
 is statutorily required, Tenant shall carry workers' compensation  insurance
 in a minimum amount of $500,000);  (6) employer's liability insurance in  an
 amount of  at least  $500,000 per  occurrence;  and (7)  umbrella  liability
 insurance that follows form  in excess of the  limits specified in (1),  (4)
 and (6)  above,  of  no less  than  $4,000,000  per occurrence  and  in  the
 aggregate.  Any company  underwriting any of  Tenant's Insurance shall have,
 according to A.M Best Insurance Guide, a  Best's rating of not less than  A-
 and a Financial Size Category of not less than VIII.  All commercial general
 liability, business automobile  liability and  umbrella liability  insurance
 policies  shall  name  landlord  (or  any  successor),  Landlord's  property
 manager, Landlord's  Mortgagee  (if  any),  and  their  respective  members,
 principals, beneficiaries,  partners,  officers, directors,  employees,  and
 agents, and other designees  of Landlord as the  interest of such  designees
 shall appear, as "additional insureds" and shall be primary with  Landlord's
 policy being  secondary  and  noncontributory.  If any  aggregate  Limit  is
 reduced because of losses paid  to below 75% of  the limit required by  this
 lease, Tenant will notify Landlord in writing within 10 days of the date  of
 reduction. All policies of Tenants Insurance shall contain endorsements that
 the insurer(s)  shall give  Landlord and  its designees  at least  30  days'
 advance written notice of any change, cancellation, termination or lapse  of
 insurance. Tenant shall provide Landlord with a certificate of insurance and
 all required endorsements evidencing Tenant's Insurance prior to the earlier
 to occur of the Commencement Date or the  date Tenant is provided access  to
 the Premises for any reason, and upon renewals at least 10 days prior to the
 expiration of the  insurance coverage.  All of Tenant's Insurance  policies,
 endorsements and  certificates will  be on  forms and  with deductibles  and
 self-insured retention,  if  any,  reasonably acceptable  to  Landlord.  The
 limits of Tenant's insurance shall not  limit Tenant's liability under  this
 Lease.

    B.  Landlord's  Insurance.   Landlord  shall  maintain:  (1)   commercial
 general liability insurance applicable to the Property which provides, on an
 occurrence basis, a minimum combined single limit of no less than $5,000,000
 (coverage  in  excess  of   $1,000,000  may  be  provided   by  way  of   an
 umbrella/excess liability  policy);  and  (2) causes  of  loss-special  form
 (formerly "all risk") property  insurance on the Building  in the amount  of
 the replacement  cost  thereof, as  reasonably  estimated by  Landlord.  The
 foregoing insurance  and any  other insurance  carried  by Landlord  may  be
 effected by a policy or policies of  blanket insurance and shall be for  the
 sole benefit of  Landlord and under  Landlord's sole control.  Consequently,
 Tenant shall have no  right or claim  to any proceeds  thereof or any  other
 rights thereunder.

 15. Mutual Waiver of Subrogation.  Notwithstanding anything in this Lease to
 the contrary, Tenant waives,  and shall cause  its insurance carrier(s)  and
 any other  party  claiming through  or  under  such carrier(s),  by  way  of
 subrogation or otherwise, to  waive any and all  rights of recovery,  Claim,
 action or causes  of action  against all Landlord  Parties for  any loss  or
 damage to Tenant's business, any  loss  of  use  of  the  Premises,  and any
 loss,  theft  or damage to Tenant's Property (including Tenant's automobiles
 or  the  contents  thereof). INCLUDING  ALL RIGHTS (BY WAY OF SUBROGATION OR
 OTHERWISE)  OF  RECOVERY,  CLAIMS, ACTIONS  OR CAUSES OF ACTION ARISING  OUT
 OF THE NEGLIGENCE OF ANY LANDLORD PARTY,  which loss or damage is (or  would
 have been, had the insurance required by this Lease been maintained) covered
 by insurance.  In  addition,  Landlord  waives  (except  to  the  extent  of
 Landlords property  insurance  deductible)  and shall  cause  its  insurance
 carrier(s) and any other party claiming through or under such carrier(s), by
 way of subrogation or  otherwise, to waive any  and all rights of  recovery,
 Claim, action or causes of action against all Tenant Parties for any loss of
 or damage to or loss of use  of the Building, any additions or  improvements
 to the Building, or  any contents thereof, INCLUDING  ALL RIGHTS (BY WAY  OF
 SUBROGATION OR OTHER WISE) OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF  ACTION
 ARISING OUT OF THE NEGLIGENCE OF ANY  TENANT PARTY, which loss or damage  is
 (or would  have  been,  had  the  insurance  required  by  this  Lease  been
 maintained) covered by insurance.

 16. Casualty Damage.

     A. Repair  or  Termination  by Landlord.  If  all  or any  part  of  the
 Premises are damaged  by fire or  other casualty,  Tenant shall  immediately
 notify, Landlord in writing. Landlord shall have the right to terminate this
 lease if: (1) the Building shall be damaged so that, in Landlord's  judgment
 substantial alteration or reconstruction of  the Building shall be  required
 (whether or  not  the Premises  have  been  damaged); (2)  Landlord  is  not
 permitted by Law to rebuild the  Building in substantially the same form  as
 existed before the fire or casualty;  (3) the Premises have been  materially
 damaged and there is less than 2 years of the Term remaining  on the date of
 the casualty;  (4) any  Mortgagee requires  that the  insurance proceeds  be
 applied to the payment of the mortgage debt; or (5) an uninsured loss of the
 Building occurs  notwithstanding  Landlord's compliance  with  Section  14.B
 above. Landlord may exercise its right to terminate this Lease by  notifying
 Tenant in writing within 90 days after the date of the casualty. If landlord
 does not  terminate this  Lease under  this  Section  16.A,  Landlord  shall
 commence and proceed  with reasonable diligence  to repair  and restore  the
 Building and/or the Premises to substantially the same condition as  existed
 immediately prior to the  date of damage;  provided, however, that  Landlord
 shall  only  be   required  to  reconstruct   building  standard   leasehold
 improvements existing in the Premises as  of the date of damage, and  Tenant
 shall be  required  to pay  the  cost  for  restoring  any  other  leasehold
 improvements.  However, in no event shall Landlord be required to spend more
 than the insurance proceeds received by Landlord.

     B. Timing  for  Repair;  Termination by  Either  Party.  If all  or  any
 portion of the Premises is  damaged as a result  of fire or other  casualty,
 Landlord shall, with  reasonable promptness, cause  an architect or  general
 contractor selected  by  Landlord to  provide  Landlord and  Tenant  with  a
 written estimate of the  amount of time  required to substantially  complete
 the repair and restoration of the  Premises, using standard working  methods
 ("Completion Estimate").  If  the  Completion Estimate  indicates  that  the
 Premises cannot be made tenantable within 270 days from the date of  damage,
 then regardless of anything  in Section 16.A above  to the contrary,  either
 party shall have the right to terminate this Lease by giving written  notice
 to the other of such election within 10 days after receipt of the Completion
 Estimate.  Tenant, however, shall not have the right to terminate this Lease
 if the  fire  or  casualty  was caused  by  the  negligence  or  intentional
 misconduct of any of the Tenant Parties.  If  neither party terminates  this
 Lease under this Section  16.B, then Landlord shall  repair and restore  the
 Premises in  accordance with,  and subject  to the  Limitations of,  Section
 16.A.

     C. Abatement.  In  the event  a  material  portion of  the  Premises  is
 damaged as a result of a fire or  other casualty, the Base Rent shall  abate
 for the portion of the Premises that is not used by Tenant until substantial
 completion of the repairs  and restoration required to  be made by  Landlord
 pursuant to Section  16.A.  Tenant, however,  shall not be entitled to  such
 abatement if the  fire or  other casually was  caused by  the negligence  or
 intentional misconduct of any of the  Tenant Parties.  Landlord shall not be
 liable for any loss  or damage to  Tenant's Property or  to the business  of
 Tenant resulting in  any way from  the fire or  other casualty  or  from the
 repair and restoration of the damage.  Landlord and Tenant hereby waive  the
 provisions of any Law relating to the matters addressed in this Article, and
 agree that  their respective  rights for  damage to  or destruction  of  the
 Premises shall be those specifically provided in this Lease.

 17. Condemnation.  Either party may terminate this Lease if the whole or any
 material part  of the  Premises are  taken or  condemned for  any public  or
 quasi-public use under Law,  by eminent domain or  private purchase in  lieu
 thereof (a "Taking").  Landlord shall also  have the right to terminate this
 Lease if there is a Taking of any portion of the Building or Property  which
 would leave the remainder  of the Building unsuitable  for use as an  office
 building in a manner comparable to  the Building's use prior to the  Taking.
 In order to exercise  its right to terminate  this lease under this  Article
 17, Landlord or Tenant, as the case  may be, must provide written notice  of
 termination to the other  within 45 days after  the terminating party  first
 receives notice of the Taking. Any such termination shall be effective as of
 the date the physical taking of the Premises or the portion of the  Building
 or Property occurs,  If this Lease  is not terminated,  the Rentable  Square
 Footage of the  Building, the Rentable  Square Footage of  the Premises  and
 Tenant's Pro Rata Share shall, if  applicable, be appropriately adjusted  by
 Landlord.  In addition, Base  Rent for any portion  of the Premises taken or
 condemned shall  be abated  during the  unexpired  Term effective  when  the
 physical taking  of the  portion of  the Premises  occurs.  All compensation
 awarded for a Taking, or sale  proceeds, shall be the property of  Landlord,
 any right  to receive  compensation or  proceeds being  expressly waived  by
 Tenant.  However,  Tenant may file a  separate claim  at its  sole cost  and
 expense for Tenant's Property  (excluding above building standard  leasehold
 improvements) and  Tenant's  reasonable relocation  expenses,  provided  the
 filing of such claim  does not diminish the  award which would otherwise  be
 receivable by Landlord.

 18. Events of Default.  Tenant shall be  considered to be  in default  under
 this Lease upon the occurrence of any of the following events of default:

     A. Tenant's  failure to  pay when due  all or  any portion  of the  Rent
 ("Monetary Default"); provided that the first  two such failures during  any
 consecutive 12 month period shall not  be a Monetary Default if Tenant  pays
 the amount due within 5 business days after written notice from Landlord.

     B. Tenant's failure  to perform any of the obligations of Tenant in  the
 manner set forth in Article, 14, 23, 24 or 25 (a "Time Sensitive Default ").

     C. Tenant's failure  (other than a Monetary Default or a Time  Sensitive
 Default) to comply with  any term, provision or  covenant of this Lease,  if
 the failure is  not cured  within 10 days  after written  notice to  Tenant.
 However, if Tenant's failure to comply cannot reasonably be cured within  10
 days, Tenant shall be allowed additional  time (not to exceed an  additional
 10 days) as  is reasonably necessary  to cure the  failure so  long as:  (1)
 Tenant commences to  cure the  failure within  the 10  day period  following
 Landlord's initial  written  notice, and  (2)  Tenant diligently  pursues  a
 course of  action that  will cure  the failure  and bring  Tenant back  into
 compliance with this Lease.  However,  if Tenant's failure to comply creates
 a hazardous condition, the failure must be cured immediately upon notice  to
 Tenant In  addition, if  Landlord provides  Tenant with  notice of  Tenant's
 failure to comply with the same specific term, provision or covenant of this
 Lease on more than  two (2) occasions during  any 12 month period,  Tenant's
 subsequent violation  of the  same term,  provision  or covenant  shall,  at
 Landlord's option, be deemed an incurable event of default by Tenant.

     D. Tenant  or any  Guarantor  becomes insolvent,  files a  petition  for
 protection under the U.S. Bankruptcy Code (or similar Law) or a petition  is
 filed against Tenant or any Guarantor  under such Laws and is not  dismissed
 within 45 days after the date of such  filing, makes a transfer in fraud  of
 creditors or makes an assignment for the benefit of creditors, or admits  in
 writing its inability to pay its debts when due.

     E. The leasehold estate is taken by process or operation of Law.

     F. Intentionally deleted.

     G. Tenant  is in  default beyond  any notice  and the  period under  any
 other lease  or agreement  with Landlord  in connection  with the  Property,
 including any lease or agreement for parking.

 19. Remedies.

     A. Landlord's Remedies.  Upon any default (subject to applicable  notice
 and cure periods), Landlord  shall have the right  without notice or  demand
 (except as provided in Article 18) to pursue any of its rights and  remedies
 at Law or in equity, including any one or more of the following remedies:

        (1) Terminate this Lease;

        (2) Re-enter the  Premises, change locks, alter security devices  and
 lock out Tenant or  terminate Tenant's right of  possession of the  Premises
 without terminating this Lease, and  without complying with applicable  Law,
 the benefits of which are waived  by Tenant to the fullest extent  permitted
 by applicable Law;

        (3) Remove and  store, at Tenant's expense,  all the property in  the
 Premises using such lawful force as may be necessary;

        (4) Cure such event of  default for Tenant at Tenant's expense  (plus
 a 15% administrative fee);

        (5) Withhold or suspend  payment of sums Landlord would otherwise  be
 obligated to pay to Tenant under this Lease or any other agreement;

        (6) Require all future payments to be made by cashier's check,  money
 order or  wire transfer  after the  first  time any  check is  returned  for
 insufficient funds, or the  second time any sum  due hereunder is more  than
 five (5) days late;

        (7) Apply any Security Deposit as permitted under this Lease; and/or

        (8) Recover  such other  amounts in  addition to  or in  lieu of  the
 foregoing as may be permitted from time to time by applicable Law, including
 any other  amount necessary  to compensate  Landlord for  all the  detriment
 proximately caused by Tenant's failure to perform its obligations under this
 Lease or which in the  ordinary course of events  would be likely to  result
 therefrom.

     B. Measure of Damages.

        (1) Calculation.  If  Landlord   either  terminates  this  Lease   or
 terminates Tenant's  right  to  possession of  the  Premises,  Tenant  shall
 immediately surrender and vacate  the Premises and  pay Landlord on  demand:
 (a) all Rent accrued through the end  of the month in which the  termination
 becomes effective; (b) interest on  all unpaid Rent from  the date due at  a
 rate equal to  the lesser  of 18%  per annum  or the  highest interest  rate
 permitted by  applicable  Law;  (c)  all  expenses  reasonably  incurred  by
 Landlord in enforcing its  rights and remedies  under this Lease,  including
 all reasonable legal expenses; (d) Costs  of Reletting (defined below);  and
 (e) all  Landlord's  Rental  Damages (defined  below).  In  the  event  that
 Landlord relets the Premises for an amount greater than the Rent due  during
 the Term, Tenant shall not receive a credit for any such excess.

        (2) Definitions.  "Costs  of Reletting"  shall  include  commercially
 reasonable costs losses and expenses incurred  by Landlord in reletting  all
 or any portion of  the Premises including, without  limitation, the cost  of
 removing  and  storing  Tenant's   furniture,  trade  fixtures,   equipment,
 inventory or  other property,  repairing  and/or demolishing  the  Premises,
 removing and/or replacing  Tenant's signage and  other fixtures, making  the
 Premises ready  for  a  new  tenant,  including  the  cost  of  advertising,
 commissions, architectural fees, legal fees and leasehold improvements,  and
 any allowances and/or  concessions provided by  Landlord. "Landlords  Rental
 Damage" shall mean the total Rent  which Landlord would have received  under
 this Lease (had  Tenant made all  such Lease payments  as required) for  the
 remainder of the Term minus  the fair rental value  of the Premises for  the
 same period, or, if the Premises are relet, the actual rental value (not  to
 exceed the Rent due  during the Term), both  discounted to present value  at
 the  Prime  Rate  (defined below)  in effect upon the date of determination.
 For purposes hereof, the "Prime Rate" shall be the per annum  interest  rate
 publicly announced by a federally insured bank mutually selected by Landlord
 and Tenant in  the state in  which the Building  is located  as such  bank's
 prime or base rate.

        (3) Landlord's Alternative Calculation.  Because future market rental
 rates, and the  costs or  time involved in  reletting may  be uncertain  and
 difficult to determine at  the time of Tenant's  default, the parties  agree
 that Landlord  may in  its sole  discretion  elect to  recover, in  lieu  of
 calculating damages  under Section  19.B(1)(d) and  (e) above  (but  without
 limiting damages under Section l9.B(1)(a) and (b) above), the sum of (a) the
 unamortized portion of all costs, losses  and expenses incurred by  Landlord
 as a result of entering into the Lease, and (b) twenty five percent (25%) of
 the total nominal Rent which landlord  would have received under this  Lease
 (had Tenant made all  such Rent payments as  required) for the remainder  of
 the Term,  which the  parties agree  is a  fair and  reasonable estimate  of
 landlord's Rental Damages and the Costs of Reletting.

     C. Tenant Not Relieved from Liabilities.  Unless expressly  provided  in
 this Lease  the  repossession or  re-entering  of all  or  any part  of  the
 Premises shall not relieve Tenant of  its liabilities and obligations  under
 this Lease.  In addition, Tenant shall  not be relieved  of its  liabilities
 under this Lease, nor be entitled to any damages hereunder, based upon minor
 or immaterial errors  in the exercise  of Landlord's remedies.  No right  or
 remedy of Landlord  shall be exclusive  of any other  right or remedy.  Each
 right and remedy shall be cumulative and in addition to any other right  and
 remedy now or  subsequently available to  Landlord at Law  or in equity.  If
 Tenant fails  to  pay  any  amount  when  due hereunder,  Landlord  shall be
 entitled to receive interest on any unpaid item  of Rent at a rate equal  to
 the lesser  of 18%  per annum  or  the highest  rate  permitted by  Law.  In
 addition, if Tenant fails to pay any  item or installment of Rent when  due,
 Tenant shall pay Landlord an administrative fee equal to 5% of the past  due
 Rent.  However, in no event shall the charges  permitted under this  Section
 19.C or elsewhere in this Lease, to the extent they are considered  interest
 under applicable Law,  exceed the maximum  lawful rate of  interest.  If any
 payment by  Tenant of  an amount  deemed to  be interest  results in  Tenant
 having paid any interest in excess of that permitted by Law, then it is  the
 express  intent  of  Landlord  and  Tenant  that  all  such  excess  amounts
 theretofore collected  by Landlord  be credited  against the  other  amounts
 owing by Tenant under  this Lease.  Receipt by Landlord of Tenant's keys  to
 the Premises  shall  not  constitute  an  acceptance  or  surrender  of  the
 Premises. NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE TO THE CONTRARY,
 TENANT SHALL HOLD LANDLORD PARTIES HARMLESS  FROM AND INDEMNIFY  AND  DEFEND
 SUCH PARTIES AGAINST, ALL CLAIMS THAT ARISE  OUT OF OR IN CONNECTION WITH  A
 BREACH OF  THIS LEASE,  SPECIFICALLY  INCLUDING ANY  VIOLATION OR APPLICABLE
 LAWS OR CONTAMINATION (DEFINED  IN ARTICLE  30) CAUSED BY A TENANT PARTY.

     D. Mitigation of Damages.  Upon termination of Tenant's right to possess
 the Premises,  Landlord shall,  only  to the  extent  required by  Law,  use
 objectively  reasonable  efforts  to  mitigate  damages  by  reletting   the
 Premises.  Landlord shall not be deemed to have failed to do so if  Landlord
 refuses to lease the  Premises to a prospective  new tenant with respect  to
 whom Landlord would be entitled to withhold its consent pursuant to  Section
 11.A, or who (1) is an Affiliate, parent or subsidiary of Tenant; (2) is not
 acceptable to any  Mortgagee of Landlord  (3) requires  improvements to  the
 Premises to be  made at Landlord's  expense; or (4)  is unwilling to  accept
 lease terms then proposed by Landlord, including: (a) leasing for a  shorter
 or longer  term  than  remains  under  this  Lease;  (b)  re-configuring  or
 combining the Premises with other  space, (c) taking all  or only a part  of
 the Premises; and/or (d) changing the  use of the Premises.  Notwithstanding
 Landlord's duty to mitigate its damages  as provided herein, Landlord  shall
 not be obligated  (i) to give  any priority to  reletting Tenant's space  in
 connection with its leasing of space in the Building or any complex of which
 the Building is a part, or (ii) to accept below market rental rates for  the
 Premises or any rate that would  negatively impact the market rates for  the
 Building.  To the extent  that Landlord  is required  by applicable  Law  to
 mitigate damages,  Tenant  must plead  and  prove by  clear  and  convincing
 evidence that  Landlord  failed  to  so  mitigate  in  accordance  with  the
 provisions of  this Section  19.D,  and that  such  failure resulted  in  an
 avoidable and quantifiable detriment to Tenant.

     E. Landlord's Lien. Intentionally deleted.

 20. Limitation  of  Liability.  Notwithstanding  anything  to  the  contrary
 contained in this  Lease, the liability  of Landlord (and  of any  successor
 Landlord) to Tenant (or any person  or entity claiming by, through or  under
 Tenant) shall be limited to the interest of Landlord in the Property. Tenant
 shall look solely to Landlord's interest in the Property for the recovery of
 any  judgment  or  award  against  Landlord.  No  Landlord  Party  shall  be
 personally liable for any judgment or deficiency.  Before filing suit for an
 alleged default by Landlord, Tenant shall give Landlord and the Mortgagee(s)
 (defined in  Article  25)  whom Tenant  has  been  notified  hold  Mortgages
 (defined in Article 25)  on the Property, Building  or Premises, notice  and
 reasonable time to cure the alleged default. Tenant hereby waives all claims
 against all Landlord Parties for consequential, special or punitive  damages
 allegedly suffered  by  any  Tenant  Parties,  including  lost  profits  and
 business interruption.

 21. No Waiver.  Neither party's  failure to  declare a  default  immediately
 upon its occurrence or delay in taking action for a default shall constitute
 a waiver  of the  default,  nor shall  it  constitute an  estoppel.  Neither
 party's failure  to enforce  its rights  for a  default shall  constitute  a
 waiver of that party's rights regarding any subsequent default.

 22. Tenant's Right to Possession.  Provided Tenant pays  the Rent and  fully
 performs all of its other covenants and agreements under this Lease,  Tenant
 shall have the right to occupy the Premises without hindrance from  Landlord
 or any person lawfully  claiming through Landlord, subject  to the terms  of
 this Lease, all Mortgages, insurance  requirements and applicable Law.  This
 covenant and all other covenants of Landlord shall be binding upon  Landlord
 and its successors only during its or their respective periods of  ownership
 of the  Building, and  shall not  be  a personal  covenant of  any  Landlord
 Parties.

 23. Relocation.  Landlord may, upon  90 days notice  to Tenant, relocate the
 Premises to any other premises within the Property ("Relocated Premises") on
 a  date  of  relocation  (the  "Relocation  Date")  specified  therein.  The
 Relocated Premises  shall  in all  respects  be substantially  the  same  or
 better,  as  reasonably  determined  by  Landlord,  in  area,  finish,   and
 appropriateness for the Permitted Use. In such event all reasonable expenses
 of moving Tenant  and decorating the  Relocated Premises with  substantially
 the same  leasehold  improvements  shall be  at  the  expense  of  Landlord,
 including  the  physical  move,   relocating  Tenant's  existing   telephone
 equipment and other costs set forth  below.  All moving costs (including the
 cost to relocate phones, computers and other systems of similar nature), all
 costs of reprinting  stationery, cards  and other  printed material  bearing
 Tenant's address  at  the  Premises  if such  address  changes  due  to  the
 relocation  (but  only  the  quantity  existing  immediately  prior  to  the
 relocation) and all other out-of-pocket costs directly incurred by Tenant in
 connection with relocation to  the Relocated Premises, including  reasonable
 decorating and design costs,  shall be paid by  Landlord within thirty  (30)
 days after receipt of third-party invoices  therefor. Tenant shall have  the
 option, effective  as  of the  Relocation  Date,  either to  enter  into  an
 appropriate lease amendment  relocating the Premises,  or to terminate  this
 Lease, which option  shall be exercised  within 10  Business Days  following
 receipt of Landlord's relocation notice.  Failure of Tenant to choose either
 option within such period shall constitute Tenant's election to relocate. If
 Tenant elects (or  is deemed to  have elected) to  relocate, Landlord  shall
 have the  option to  tender the  Relocated Premises  to Tenant  on any  date
 within a 30 day period after the Relocation Date, in which event the date of
 tender of possession of the Relocated  Premises shall become the  Relocation
 Date.  From the Relocation  Date through the Expiration Date, the  aggregate
 Base Rent for the Relocated Premises shall  be the same as for the  original
 Premises.  Tenant's failure  to  vacate  the  Premises  and  move  into  the
 Relocated Premises on the Relocation Date shall constitute a Time  Sensitive
 Default.

 24. Holding Over. Except for any permitted occupancy by Tenant under Article
 29, if Tenant or  any party claiming  by, through or  under Tenant fails  to
 surrender the  Premises at  the expiration  or earlier  termination of  this
 Lease, the continued occupancy of the Premises shall be that of a tenancy at
 sufferance.  Tenant shall  pay an  amount  (on  a per  month  basis  without
 reduction for partial months during the holdover) equal to 150% of the  Base
 Rent and 100%  of Tenant's Pro  Rata Share of  Operating Expenses  following
 expiration or termination.  No holdover by Tenant or payment by Tenant after
 the expiration or  early termination  of this  Lease shall  be construed  to
 extend the Term or prevent Landlord from immediate recovery of possession of
 the Premises by summary proceedings or otherwise. In addition to the payment
 of the amounts provided above, if  Landlord is unable to deliver  possession
 of the  Premises to  a new  tenant, or  to perform  improvements for  a  new
 tenant, as a  result of  Tenant's holdover and  Tenant fails  to vacate  the
 Premises within  15  days  after  Landlord  notifies  Tenant  of  Landlord's
 inability to deliver possession, or perform improvements, such failure shall
 constitute a Time Sensitive Default hereunder; and notwithstanding any other
 provision of this Lease to the contrary, TENANT SHALL BE LIABLE TO  LANDLORD
 FOR, AND  SHALL  PROTECT  LANDLORD FROM  AND INDEMNIFY  AND DEFEND  LANDLORD
 AGAINST, ALL LOSSES AND DAMAGES, INCLUDING ANY CLAIMS MADE BY ANY SUCCEEDING
 TENANT RESULTING FROM  SUCH FAILURE TO  VACATE, AND ANY CONSEQUENTAL DAMAGES
 THAT LANDLORD SUFFERS FROM THE HOLDOVER.

 25. Subordination to Mortgages:  Estoppel Certificate.  Tenant accepts  this
 Lease subject and subordinate to any  mortgage(s), deed(s) of trust,  ground
 lease(s) or other lien(s) now or  subsequently affecting  the Premises,  the
 Building or the Property, and  to renewals, modifications, refinancings  and
 extensions thereof  (collectively,  a  "Mortgage").  The  party  having  the
 benefit of a  Mortgage shall  be rehired to  as a  "Mortgagee."  This clause
 shall be self-operative,  but upon request  from a  Mortgagee, Tenant  shall
 execute a commercially  reasonable subordination agreement  in favor of  the
 Mortgagee.  Landlord shall use  reasonable efforts  to obtain,  at  Tenant's
 costs, Landlord's Mortgagee's  nondisturbance agreement for  the benefit  of
 Tenant in  the  form  attached  hereto  as  Exhibit  G.  The  fee  for  such
 nondisturbance agreement  is  currently  $500.00.  In  lieu  of  having  the
 Mortgage be superior to this Lease, a Mortgagee shall have the right at  any
 time to subordinate its Mortgage to this Lease. If requested by a successor-
 in-interest to all  or apart of  Landlord's interest in  this Lease,  Tenant
 shall, without  charge, attorn  to the  successor-in-interest Tenant  shall,
 within 5 business  days after receipt  of a written  request from  Landlord,
 execute and  deliver  an  estoppel  certificate  to  those  parties  as  are
 reasonably requested  by  Landlord  (including a  Mortgagee  or  prospective
 purchaser).  The estoppel certificate shall include  a statement  certifying
 that this  Lease  is  unmodified  (except  as  identified  in  the  estoppel
 certificate) and in  full force and  effect, describing the  dates to  which
 Rent and other  charges have been  paid, representing that,  to the best  of
 Tenant's knowledge, there  is no default  (or stating  with specificity  the
 nature of the alleged default) and certifying other matters with respect  to
 this Lease that may reasonably be requested. Tenant's failure to provide any
 estoppel certificate within the 5 business  day period specified above,  and
 the continuation  of such  failure for  a period  of 5  business days  after
 Landlord delivers a second written notice requesting same, shall  constitute
 a Time Sensitive Default under this Lease.

 26. Attorney' Fees.  If either party institutes a suit against the other for
 violation of or to enforce  any covenant or condition  of this Lease, or  if
 either party intervenes in any suit in which the other is a party to enforce
 or protect its interest or rights, the prevailing party shall be entitled to
 all of its costs and expenses, including reasonable attorneys' fees.

 27. Notice, If a demand, request, approval, consent or notice (collectively,
 a "notice") shall or may be given to  either party by the other, the  notice
 shall be in writing and delivered by hand or sent by registered or certified
 mail with return receipt requested, or sent by overnight or same day courier
 service, or sent by facsimile, at the party's respective Notice  Address(es)
 set forth in Article 1, except that  if Tenant has vacated the Premises  (or
 if the Notice Address for Tenant is other than the Premises, and Tenant  has
 vacated such  address)  without  providing Landlord  a  new  Notice  Address
 Landlord may serve notice in any manner described in this Article or in  any
 other manner permitted  by Law.  Each notice shall  be deemed  to have  been
 received or given on the earlier to occur of actual delivery (which, in  the
 case of delivery  by facsimile,  shall be  deemed to  occur at  the time  of
 delivery indicated on the electronic confirmation  of the facsimile) or  the
 date on  which delivery  is first  refused, or,  if Tenant  has vacated  the
 Premises or  the other  Notice Address  of Tenant  without providing  a  new
 Notice Address, three (3) days after notice is deposited in the U.S. mail or
 with courier service in the manner described above. Either party may, at any
 time, change its Notice Address by giving the other party written notice  of
 the new address in the manner described in this Article.

 28. Reserved Rights.  This Lease does not grant any rights  to light or  air
 over or about  the Building.  Landlord excepts and  reserves exclusively  to
 itself the  use  of: (A)  roofs,  (B) telephone  electrical  and  janitorial
 closets, (C) equipment rooms, Building risers or similar areas that are used
 by Landlord for the provision of  Building services, (D) rights to the  land
 and improvements below the floor of  the Premises, (E) the improvements  and
 air rights above the Premises, (F)  the improvements and air rights  outside
 the demising walls of the Premises,  (G) the areas within the Premises  used
 for the  installation  of  utility lines  and  other  installations  serving
 occupants of the Building, and (H)  any other areas designated from time  to
 time by Landlord as service areas of the Building. Tenant shall not have the
 right to  install  or operate  any  equipment producing  radio  frequencies,
 electrical or electromagnetic output or other signals, noise or emissions in
 or from the Building without the  prior written consent of Landlord. To  the
 extent permitted by applicable Law Landlord  reserves the right to  restrict
 and control the use of such equipment.  Landlord has the right to change the
 Building's name or address.  Landlord also has the right to make such  other
 changes to the Property and Building as Landlord deems appropriate, provided
 the changes do not  materially affect Tenant's ability  to use the  Premises
 for the  Permitted Use.  Landlord shall  also have  the right  (but not  the
 obligation)  to  temporarily  close  the  Building  if  Landlord  reasonably
 determines that there  is an imminent  danger of significant  damage to  the
 Building or of personal) injury to Landlord's employees or the occupants  of
 the Building.  The circumstances under which landlord may temporarily  close
 the Building shall  include, without  limitation, electrical  interruptions,
 hurricanes and  civil disturbances.  A closure  of the  Building under  such
 circumstances shall  not  constitute  a constructive  eviction  nor  entitle
 Tenant to an abatement or reduction of Rent.

 29. Surrender of Premises.  All improvements to the Premises  (collectively,
 "Leasehold Improvements" shall be  owned by Landlord  and shall remain  upon
 the Premises with out compensation to  Tenant.  At the expiration or earlier
 termination of  this Lease  or Tenant's  right  o possession,  Tenant  shall
 remove Tenant's Removable  Property (defined  below) from  the Premises  and
 quit and surrender the Premises to Landlord, broom clean, and in good order,
 condition and repair, ordinary wear and  tear excepted.  As used herein, the
 term "Tenant's Removable Property" shall mean (A) Cable installed by or  for
 the benefit of Tenant and located in  the Premises or other portions  of the
 Building (B) any  Leasehold improvements that  are installed by  or for  the
 benefit of Tenant and,  in Landlord's reasonable judgment,  are of a  nature
 that would require removal and repair costs that are materially in excess of
 the removal and  repair costs associated  with standard office  improvements
 ("Special Installations");  and  (C) Tenant's  personal  property.  Landlord
 shall  within  10  Business  Days  after  its  receipt  of (i) the  Approved
 Construction Documents (as  defined in the  Work Letter  attached hereto  as
 Exhibit D)  with  respect to  the  Landlord Work,  and  (ii) the  plans  and
 specifications with respect  to any  Alterations, notify  Tenant in  writing
 whether any  Leasehold  Improvements  to  be  constructed  in  the  Premises
 constitute Special  Installations.  Notwithstanding the foregoing,  Landlord
 may, in  Landlord's sole  discretion and  at no  cost to  Landlord,  require
 Tenant to leave any of its Special Installations in the Premises . If Tenant
 fails to  remove any  of Tenant's  Removable  Property (other  than  Special
 Installations which  Landlord  has designated  to  remain in  the  Premises)
 within 5 days after the  termination of this Lease  or of Tenant's right  to
 possession, Landlord, at Tenant's sole cost  and expense, shall be  entitled
 (but not  obligated)  to  remove  and  store  Tenant's  Removable  Property.
 Landlord shall not be responsible for the value, preservation or safekeeping
 of Tenant's Removable Property.  Tenant shall pay Landlord, upon demand, the
 expenses and storage  charges incurred for  Tenant's Removable Property.  To
 the fullest  extent  permitted by  applicable  Law, any  unused  portion  of
 Tenant's Security Deposit maybe applied to offset Landlord's costs set forth
 in the preceding sentence. In addition,  if Tenant fails to remove  Tenant's
 Removable Property from the Premises or storage, as the case may be,  within
 30 days after written notice, Landlord may deem all or any part of  Tenant's
 Removable Property to be abandoned, and title to Tenant's Removable Property
 (except with  respect to  any Hazardous  Material [defined  in Article  30])
 shall be deemed  to be immediately  vested in Landlord.  Except for  Special
 Installations designated by  Landlord to  remain in  the Premises,  Tenant's
 Removable Property shall be  removed by Tenant  before the Expiration  Date;
 provided that upon Landlord's prior written consent (which must be requested
 by Tenant at least 30 days in advance of the Expiration Date and which shall
 not be unreasonably withheld), Tenant may remain in the Premises for up to 5
 days after the  Expiration Date for  the sole purpose  of removing  Tenant's
 Removable Property.  Tenant's  possession of the Premises  for such  purpose
 shall be subject to all of the terms and conditions of this Lease, including
 the obligation  to pay  Base Rent  and  Tenant's Pro  Rata Share  of  Excess
 Operating Expenses on a per diem  basis at the rate  in effect for the  last
 month of  the Term.  In the  event this  Lease is  terminated prior  to  the
 Expiration  Date,   Tenant's   Removable  Property   (except   for   Special
 Installations designated by  Landlord to remain  in the  Premises) shall  be
 removed by Tenant  on or  before such  earlier date  of termination.  Tenant
 shall repair  damage  caused by  the  installation or  removal  of  Tenant's
 Removable Property.

 30. Hazardous Materials.

    A.  Restrictions.  No Hazardous Material (defined  below) (except for  de
 minimis quantities of household cleaning  products and office supplies  used
 in the ordinary  course of Tenant's  business at the  Premises and that  are
 used, kept and disposed of in  compliance with Laws) shall be brought  upon,
 used, kept or disposed of in  or about the Premises  or the Property by  any
 Tenant Parties  or any  of Tenant's  transferees, contractors  or  licensees
 without Landlord's prior written consent, which  consent may be withheld  in
 Landlord's sole and absolute discretion.  Tenant's request for such  consent
 shall include a  representation and warranty  by Tenant  that the  Hazardous
 Material in question  (1) is necessary  in the ordinary  course of  Tenant's
 business, and (2) shall be used, kept and disposed of in compliance with all
 Laws. Tenant shall, at its expense, monitor the Premises for the presence of
 Hazardous  Materials  or  conditions  which  may  reasonably  give  rise  to
 Contamination (defined below)  and promptly notify  Landlord if it  suspects
 Contamination in the Premises.

     B. Remediation.  If  Contamination occurs  as  a  result of  an  act  or
 omission of any Tenant  Party, Tenant shall, at  its expense, promptly  take
 all actions necessary to  comply with Laws and  to return the Premises,  the
 Building, the  Property and/or  any adjoining  or affected  property to  its
 condition prior to such Contamination,  subject to Landlord's prior  written
 approval, which shall  not be  unreasonably withheld,  of Tenant's  proposed
 methods, times and procedures for remediation. Tenant shall provide Landlord
 reasonably satisfactory  evidence  that  such actions  shall  not  adversely
 affect  any  Landlord  Party  or  property.  Landlord  may  require  that  a
 representative of Landlord be  present during any  such actions and/or  that
 such actions be taken after Normal  Business Hours.  If Tenant fails to take
 and diligently prosecute  any necessary remediation  actions within 30  days
 after written notice from Landlord or an authorized governmental agency  (or
 any  shorter  period  required  by   any  governmental  agency)  that   such
 remediation is required,  Landlord may take  such actions  and Tenant  shall
 reimburse Landlord therefor, plus a 15%  administrative fee, within 30  days
 of' Landlord's invoice.

    C.  Definitions. For purposes  of this Article 30, a "Hazardous  Material
 is any  substance (1)  the  presence of  which  requires, or  may  hereafter
 require, notification,  investigation or  remediation  under any  Laws;  (2)
 which is now or hereafter defined,  listed or regulated by any  governmental
 authority as  a  "hazardous  waste",  "extremely  hazardous  waste",  "solid
 waste", "toxic substance",  "hazardous substance",  "hazardous material"  or
 "regulated substance", or otherwise regulated under  any Laws; or (3)  which
 is now  or hereafter  considered a  biological  contaminant or  which  could
 adversely impact  air quality,  including mold,  fungi and  other  bacterial
 agents. "Contamination" means the existence or any release or disposal of  a
 Hazardous Material in, on, under, at  or from the Premises, the Building  or
 the Property which may result in any liability, fine, use restriction,  cost
 recovery lien, remediation requirement or other government or private  party
 action or  imposition affecting  any Landlord  Party.  For  purposes of this
 Lease, claims arising from Contamination shall include diminution in  value,
 restrictions on use, adverse impact on leasing space, and all costs of  site
 investigation, remediation, removal and restoration work, including response
 costs under CERCLA and similar statutes.

    D.  Reports, Surveys  and Acceptance of Premises.  All current surveys or
 reports prepared  for  the  Property regarding  the  presence  of  Hazardous
 Materials (if any) in the Building are available for inspection by Tenant in
 the office  of the  Property manger  With  respect to  Hazardous  Materials,
 Tenant hereby (1) accepts full responsibility for reviewing any such surveys
 and reports and satisfying itself prior to the execution of this Lease as to
 the  acceptability  of  the  Premises  under  Section  3.B  above,  and  (2)
 acknowledges  and   agrees  that   this  provision   satisfies  all   notice
 requirements under applicable Law.  In  the event  Tenant performs or causes
 to be performed any test  on  or within the  Premises  for  the  purpose  of
 determining the  presence  of  a Hazardous  Material,  Tenant  shall  obtain
 Landlord's prior written consent and use  a vendor approved by Landlord  for
 such testing.  In addition, Tenant shall  provide to Landlord a copy of such
 test within 10 days of Tenant's receipt

 31. Miscellaneous.

    A.  Governing  Law:  Jurisdiction  and  Venue:  Severability:   Paragraph
 Heading.  This Lease and the rights  and obligations of the parties shall be
 interpreted, construed and enforced in accordance with the Laws of the state
 in which  the Property  is located.  All obligations  under this  Lease  are
 performable in  the  county or  other  jurisdiction where  the  Property  is
 located, which  shall  be  venue for  all  legal  actions, If  any  term  or
 provision of this Lease shall be invalid or unenforceable, then such term or
 provision shall be automatically reformed to the extent necessary to  render
 such term or provision  enforceable, without the  necessity of execution  of
 any amendment  or new  document.  The remainder of this Lease  shall not  be
 affected, and each remaining and reformed  provision of this Lease shall  be
 valid and enforced to the fullest extent permitted by Law.  The headings mid
 titles to the Articles and Sections  of this Lease are for convenience  only
 and shall have no effect  on the interpretation of  any part of this  Lease.
 The words "include",  "including" and similar  words will  not be  construed
 restrictively to limit or exclude other items not listed.

    B.  Recording.  Tenant shall  not  record this  Lease or  any  memorandum
 without Landlord's prior written consent.

    C.  Force  Majeure.  Whenever  a period of  time  is prescribed  for  the
 taking of  an action  by Landlord  or Tenant,  the period  of time  for  the
 performance of such action shall be extended by the number of days that  the
 performance is actually delayed  due to strikes, acts  of God, shortages  of
 labor or materials, war, terrorist attacks (including bio-chemical attacks),
 civil disturbances and  other causes beyond  the reasonable  control of  the
 performing party ("Force Majeure").  However, events of Force Majeure  shall
 not extend any period of time for the payment of Rent or other sums  payable
 by either party or any period of time for the written exercise of an  option
 or right by either party.

    D.  Transferability: Release of Landlord.  Landlord shall have the  right
 to transfer  and  assign,  in whole  or  in  part, all  of  its  rights  and
 obligations under this Lease and in  the Building and/or Property, and  upon
 such transfer  Landlord  shall  be released  from  any  further  obligations
 hereunder, and Tenant agrees to look solely to the successor in interest  of
 Landlord for the performance of such obligations.

    E.  Brokers. Tenant represents that  it has dealt directly with and  only
 with Julien J. Studley (whose commission shall be paid by Landlord  pursuant
 to a separate written agreement) in  connection with this Lease.  TENANT AND
 LANDLORD SHALL  EACH  INDEMNTIY  THE  OTHER  AGAINST  ALL  COSTS,  EXPENSES,
 ATTORNEYS'  FEES,  LIENS  AND  OTHER  LIABILITY  FOR  COMMISSIONS  OR  OTHER
 COMPENSATION CLAIMED BY ANY BROKER OR AGENT CLAIMING THE SAME BY, THROUGH OR
 UNDER  THE  INDEMNIFYING  PARTY,  OTHER  THAN  THE  BROKER(S)   SPECIFICALLY
 IDENTIFIED ABOVE.

    F.  Authority: Joint and Several Liability.  Landlord covenants, warrants
 and represents that each  individual executing, attesting and/or  delivering
 this Lease  on behalf  of Landlord  is  authorized to  do  so on  behalf  of
 Landlord, this Lease is binding upon  and enforceable against Landlord,  and
 Landlord is  duly  organized  and  legally existing  in  the  state  of  its
 organization and  is qualified  to do  business in  the state  in which  the
 Premises are located.  Similarly, Tenant covenants, warrants and  represents
 that each individual  executing, attesting and/or  delivering this Lease  on
 behalf of Tenant is  authorized to do  won behalf of  Tenant, this Lease  is
 binding upon and enforceable  against Tenant; and  Tenant is duly  organized
 and legally existing in the state of its organization and is qualified to do
 business in the state in  which the Premises are located.  If there is  more
 than one Tenant, or if Tenant is comprised of more than one party or entity,
 the obligations imposed upon Tenant shall  be joint and several  obligations
 of all the parties and entities.  Notices, payments and agreements given  or
 made by, with or to any  one person or entity shall  be deemed to have  been
 given or made by, with and to all of them.

    G.  Time Is  of the Essence: Relationship:  Successors and Assigns.  Time
 is of the essence  with respect to Tenant's  performance of its  obligations
 and the exercise  of any  expansion, renewal  or extension  rights or  other
 options granted to Tenant.  This Lease shall create only the relationship of
 landlord and  tenant  between the  parties,  and not  a  partnership,  joint
 venture or  any  other  relationship.  This  Lease  and  the  covenants  and
 conditions in this Lease shall inure only to the  benefit of and be  binding
 only upon landlord and Tenant and their permitted successors and assigns.

    H.  Survival  of Obligations.  The  expiration of  the Term,  whether  by
 lapse of time or otherwise shall not relieve either party of any obligations
 which accrued prior to or which may continue to accrue after the  expiration
 or early termination of this Lease.  Without limiting the scope of the prior
 sentence, it is agreed  that Tenant's obligations  under Sections 4.A,  4.B,
 and 4.C,  and under  Articles 6, 8, 12, 13, 19, 24, 29  and 30 shall survive
 the expiration or early termination of this Lease.

    I.  Binding  Effect. Landlord  has  delivered a  copy  of this  Lease  to
 Tenant for Tenant's review only, and the delivery of it does not  constitute
 an offer to Tenant or an option.  This Lease shall not be effective  against
 any party hereto until  an original copy  of this Lease  has been signed  by
 such party and delivered to the other party.

    J.  Full Agreement:  Amendments.  This Lease contains the parties' entire
 agreement  regarding  the   subject  matter   hereof.  All   understandings,
 discussions, and agreements previously made between the parties, written  or
 oral are superseded  by this Lease,  and neither party  is relying upon  any
 warranty, statement  or representation  not contained  in this  Lease.  This
 Lease may be  modified only by  a written agreement  signed by Landlord  and
 Tenant The exhibits and riders attached  hereto are incorporated herein  and
 made a part of this Lease for all purposes

    K.  Tax Waiver.  Tenant waives all rights pursuant to all Laws to contest
 any taxes or other levies or  protest appraised values or receive notice  of
 reappraisal  regarding  the  Property  (including  Landlord's   personalty),
 irrespective of whether Landlord contests same.

    L.  Method of Calculation.  Tenant  is knowledgeable  and experienced  in
 commercial transactions  and  does hereby  acknowledge  and agree  that  the
 provisions of  this Lease  for determining  charges and  amounts payable  by
 Tenant are  commercially reasonable  and valid  and constitute  satisfactory
 methods for  determining such  charges and  amounts as  required by  Section
 93.004 (assessment of  charges) of the  Texas Property Code,  as enacted  by
 House Bill 2186, 77th Legislature.  TENANT FURTHER VOLUNTARILY AND KNOWINGLY
 WAIVES (TO THE FULLEST  EXTENT PERMITTED BY APPLICABLE  LAW) ALL RIGHTS  AND
 BENEFITS OF TENANT  UNDER SUCH SECTION,  AS IT NOW  EXISTS OR AS  IT MAY  BE
 HEREAFTER AMENDED OR SUCCEEDED.

    M.  Waiver of Consumer Rights.  TENANT HEREBY WAIVES ALL ITS RIGHTS UNDER
 THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41
 ET SEQ. OF THE TEXAS BUSINESS AND COMMERCE CODE, A LAW THAT GIVES  CONSUMERS
 SPECIAL RIGHTS  AND  PROTECTIONS.  AFTER  CONSULTATION  WE  AN  ATTORNEY  OF
 TENANT'S OWN SELECTION, TENANT VOLUNTARILY ADOPTS THIS WAIVER.

    N.  Landlord's  Personal Property.  Tenant may,  at no  charge to  Tenant
 during the initial Term, use the furniture, fixtures and equipment listed on
 Exhibit F  attached hereto  "Landlord's FF&E")  located in  the Premises  in
 connection with Tenant's use of the premises.  Tenant shall have no right to
 remove all  or any  portion of  Landlord's FF&E  from the  Premises  without
 Landlord's prior written consent.  Tenant shall maintain Landlord's FF&E and
 shall be responsible  for any  damage thereto  except normal  wear and  tear
 Landlord's FF&E will remain the property of Landlord.

    O.  Confidentiality.  Landlord and Tenant agree to hold the terms of this
 Lease in strict confidence, and will not disclose, except for any disclosure
 required by  Laws,  such terms  to  any  person other  than  the  respective
 partners'  directors,   officers,  employees,   attorneys,  accountants   or
 financing sources of Landlord and Tenant, without the prior written  consent
 of the other party. Notwithstanding the foregoing, Landlord may disclose any
 information in Landlord's newsletter and in public notices required by  Laws
 or otherwise traditionally made by publicly-traded entities to investors and
 the financial community.

    Landlord  and Tenant have executed  this Lease as  of the Effective  Date
 specified below Landlord's signature.


                           LANDLORD:
                           --------

                           CRESCENT REAL ESTATE FUNDING I,
                           L.P., a Delaware limited partnership

                           By: CRE Management I Corp., a
                               Delaware corporation, its General
                               Partner

                               By:    /s/
                                   ----------------------------------------
                               Name:  Michael S. Lewis
                                    ---------------------------------------
                               Title: Vice President Leasing & Marketing
                                      -------------------------------------
                           Effective Date  June 12, 2003


                           TENANT:
                           ------

                           HALLMARK FINANCIAL SERVICES,
                           INC., a Nevada corporation

                           By:    /s/
                               --------------------------------------------
                           Name:  Scott K. Billings
                                 ------------------------------------------
                           Title: CFO
                                  -----------------------------------------