SUBLEASE AGREEMENT


                                     PARTIES

This  instrument,  for  reference  purposes  only,  dated  as of this 5th day of
January  1999,  by and between  Fluor  Daniel,  Inc., a  California  corporation
("Sublessor")   and  Mobius   Management   Systems,   a   Delaware   corporation
("Sublessee") as a Sublease under that certain Office Lease dated August 1, 1995
as amended by First Amendment  dated May 1, 1996,  entered into by The Equitable
Life  Assurance  Society of the United  States as  Landlord,  and  Sublessor  as
Tenant.  A copy of said Lease  (hereinafter  referred to as the Prime  Lease) is
marked as Exhibit "A" and is attached  hereto and made a part  hereof.  The term
Lessor or Landlord used in the Prime Lease is herein after  referred to as Prime
Lessor.  Initially capitalized but undefined terms shall have the meanings given
to such terms in the Prime Lease.

                                    PREMISES

Sublessor  leases to Sublessee and Sublessee  hires from Sublessor the following
described premises situated in the City of Chicago, State of Illinois,  known as
the  entire  twentieth  floor  of  120  South  Riverside  Plaza,  consisting  of
approximately  36,680  rentable  square  feet,  hereinafter  referred  to as the
"Subleased Premises".

                                      TERM

The term of this  Sublease  shall be for a period of  eighty  (83)  months,  and
fifteen (15) days,  commencing on February 1st,  1999, and ending on January 15,
2006, unless sooner terminated pursuant to any provision hereof. Notwithstanding
said  stated  commencement  date,  if for any reason  Sublessor  cannot  deliver
possession of the Subleased Premises to Sublessee on said date,  Sublessor shall
not be subject to any  liability  therefor,  nor shall such  failure  affect the
validity of this Sublease or the  obligations  of Sublessee  hereunder or extend
the term  hereof,  but in such case the  commencement  date shall be the date on
which the Subleased  Premises is tendered to Sublessee in the condition required
herein and Sublessee  shall not be obligated to pay rent or  additional  rent or
other charges until two (2) months following the date on which possession of the
Subleased  Premises is tendered to Sublessee at which date this  Sublease  shall
commence;   provided  however,  that  if  Sublessor  shall  not  have  delivered
possession  of the  Subleased  Premises  by  May  1,  1999,  Sublessee  may,  at
Sublessee's  option  and as  Sublessee's  sole  remedy,  by notice in writing to
Sublessor  within  ten (10)  days  thereafter,  cancel  this  Sublease.  If this
Sublease is canceled as aforesaid,  Sublessor shall return any moneys previously
deposited by Sublessee and the parties shall  thereafter be discharged  from all
liabilities  hereunder.  No delay in delivery  of  possession  of the  Subleased
Premises shall extend the stated expiration date of this Sublease.

In the event that  Sublessor  shall permit  Sublessee to take  possession of the
Subleased  Premises for the purpose of installing its improvements  prior to the
stated  commencement date of the term and Sublessee shall take possession of the
same or any  portion  thereof,  such  possession  shall be subject to all of the
provisions  of this  Sublease  except the payment of rent and  additional  rent.
Commencing on the date  Sublessee  takes  possession of the Subleased  Premises,
Sublessee shall pay for electricity consumed within the Subleased Premises. Said
early possession shall not advance the termination date of this Sublease.

                                      RENT

Commencing February 1, 1999,  Sublessee shall pay to Sublessor as fixed rent for
the  Subleased  Premises,  equal  monthly  installments  of Thirty  Thousand Two
Hundred Sixty One and NO/100 Dollars  ($30,261.00) in advance,  on the first day
of each month of the first  twelve (12)  months of the term  hereof  except that
fixed rent for the months of February and March of 1999 is hereby  conditionally
waived.  On the first  anniversary of the commencement date and each anniversary
thereafter,  fixed  rent  shall be  increased  by three  percent  (3%)  over the
previous year's fixed rent.  Sublessee  shall pay Sublessor,  upon the execution
hereof,  the sum of Thirty  Thousand  Two Hundred  Sixty One and No/100  Dollars
($30,261.00)  as fixed rent for the first month of the term for which fixed rent
is due.

Commencing February 1, 1999, Sublessee shall also pay to Sublessor, concurrently
with each monthly payment of rent, as additional rent, Sublessee's Proportionate
Share (as  hereinafter  defined) of the Ownership  Taxes and Operating  Expenses
required  to be paid by  Sublessor  to  Prime  Lessor  under  the  Prime  Lease.
Notwithstanding  the  foregoing,  Sublessee's  Proportionate  share of Ownership
Taxes and Operating Expenses due for the months of February and March of 1999 is
hereby  conditionally  waived.   Sublessee's   Proportionate  Share  (33.33%  of
Sublessor's  Proportionate  Share),  is equivalent  to five and 55/100s  percent
(5.55%) of Taxes and Operating  Expenses and is  calculated by dividing  36,680,
the  rentable  square  feet of the  Subleased  Premises  by  660,703,  the total
rentable  area  of  the  Premises  and  the  office  portion  of  the  Building.
Accordingly,  and  initially  based  upon  Sublessor's  estimated  1999 costs of
Ownership  Taxes and  Operating  Expenses,  Sublessee's  Proportionate  Share of
Ownership  Taxes and  Operating  Expenses  shall be Thirty  Five  Thousand  Four
Hundred  Fifty  Seven and  Thirty  Three  Cents  ($35,457.33)  per  month  until
Sublessor's  Proportionate  Share of Ownership Taxes and Operating  Expenses are
adjusted by Prime Lessor. Sublessee's Proportionate Share of Ownership Taxes and
Operating  Expenses shall be apportioned  during the first and last years of the
term of this  Sublease  based upon the portion of such year this  Sublease is in
effect.  Sublessee shall pay Sublessor,  upon the execution  hereof,  the sum of
Thirty Five  Thousand  Four Hundred  Fifty Seven  Dollars and Thirty Three Cents
($35,457,33) as Sublessee's Proportionate Share of Ownership Taxes and Operating
Expenses for the first month of the term for which Ownership Taxes and Operating
Expenses are due. The obligations  contained in this Paragraph shall survive the
expiration or other  termination of this Sublease.  Sublessee  shall also pay to
Sublessor, as additional rent, Sublessee's Proportionate Share of the additional
rent and all other sums and charges  (except fixed rent and Ownership  Taxes and
Operating  Expenses and any other sums solely  related to those  portions of the
Premises  which are  outside  the  Subleased  Premises)  required  to be paid by
Sublessor to Prime  Lessor under the Prime Lease,  whether or not referred to as
additional  rent (provided such additional rent and other charges are not due to
the acts or failures to act of  Sublessor),  at least five (5) days earlier than
the date on which such amounts are required to be paid by Sublessor to the Prime
Lessor under the terms of the Prime Lease. Except for Sublessee's  obligation to
(i) pay rent and other  amounts  coming due under the terms of this  sublease or
(ii)  reimburse  Sublessor in full for any fee paid by Sublessor for  additional
services performed for Sublessee or for the Subleased Premises,  Sublessee shall
not be obligated to (a) pay any amounts for which it is not otherwise  obligated
by the terms of this  Sublease or (b) pay to  Sublessor  any amount in excess of
its Proportionate Share of amounts owed by Sublessor to Prime Lessor.  Sublessee
shall be obligated to pay its Proportionate Share of any shortfall in payment in
Ownership  Taxes and  Operating  Expenses  and shall  similarly be entitled to a
refund of its  Proportionate  Share of any  overpayment  of  Ownership  Taxes or
Operating Expenses, as such  reconciliation's  shall be made by the Prime Lessor
pursuant to the Prime Lease.

Rent for any  period  during  the term  hereof  which is for less than one month
shall be a pro rata  portion  of the  monthly  installment.  Except as set forth
herein or in the Prime Lease,  rent and additional  rent and other charges shall
be payable without notice or demand, without any deduction, offset, or abatement
and in immediately  available funds of the United States of America to Sublessor
at:

                  Fluor Daniel, Inc.
                  P.O. Box 8859
                  Los Angeles, California
                  90088-8859

or to such other  person or at such other place as  Sublessor  may  designate in
writing. In the event of a default by Sublessee,  the unamortized portion of the
fixed rent, Taxes and Operating Expenses  conditionally waived for the months of
February and March 1999 shall be considered as rent and additional rent.


                  PROVISIONS CONSTITUTING SUBLEASE; SUBORDINATE
              POSITION OF THIS INSTRUMENT; CERTAIN COVENANTS, ETC.


     (a) Except for Articles 1,2,3,4,5,7,  & 8 of the First Lease Amendment; the
1st  paragraph  of  Article  1,  Article  2 (but  solely  as it  applies  to the
determination  of Net  Rent),  the first  sentence  of  Article  4(A),  Articles
6,7,27,31,33(q),  36,37,38,39,41  & 42 of the Prime Lease;  Exhibits D, E & G to
the Prime  Lease;  and  except as the  provisions  of the Prime  Lease may be in
conflict  or  inconsistent  with the  provisions  set  forth in this  instrument
(including,  for example,  Sublessor's,  as opposed to Sublessee's Proportionate
Share),  all of the terms and conditions  contained in the Prime Lease,  as they
relate  to  the  Subleased  Premises,  are  incorporated  herein  as  terms  and
conditions of this Sublease, with each reference in the Prime Lease to Lessor or
Landlord  and to  Lessee  or  Tenant  to be  deemed  to refer to  Sublessor  and
Sublessee,  respectively,  and such incorporated provisions together with all of
the  provisions  contained in this  instrument  shall be the complete  terms and
conditions of this Sublease.  It is understood  that the various periods of time
referenced as bases for the application of additional  rent adjustment  formulae
or other charges  provided in the Prime Lease shall continue to apply  hereunder
without modification.


     (b) This  Sublease  is  subject to all of the terms and  conditions  of the
Prime Lease unless specifically  excepted herein, and Sublessee shall assume and
perform the  obligations  of  Sublessor  as Tenant under said Prime Lease to the
extent said terms and  conditions  are  applicable  to the  Subleased  Premises.
Sublessee shall not commit or permit to be committed on the Subleased  Premises,
any act or omission  which  shall  violate  any term or  condition  of the Prime
Lease. In the event of the  termination of Sublessor's  interest as Tenant under
the  Prime  Lease  for  any  reason,   then  this   Sublease   shall   terminate
coincidentally  therewith  without any  liability  of  Sublessor  to  Sublessee.
Sublessor  agrees not to  voluntarily  terminate or surrender the Prime Lease or
amend the Prime Lease in any manner that would have a material adverse affect on
the Sublessee or this Sublease.  The foregoing  notwthstanding,  in the event of
Damage  and  Destruction  or  Condemnation  to the  degree  required  to trigger
Sublessor's  right of  termination,  Sublessor  may  exercise  that right  under
Article 11 or 14 of the Prime Lease  unless all of  Sublessor's  subtenants  (i)
request Sublessor to allow the Prime Lease to continue and (ii) agree in writing
to waive their  respective  right of  termination in that  particular  instance.
Provided  Sublessee is not in default hereunder,  Sublessor hereby agrees,  with
respect to the Subleased Premises only, not to exercise its Option to Reduce the
Size of the Premises as provided in article 39 of the Prime Lease. Sublessor may
however, assign its interest under the Prime Lease or this Sublease to any other
party, including the Prime Lessor.  Notwithstanding anything in this Sublease to
the contrary,  in the event the Sublease is  terminated  solely as a result of a
default by  Sublessor as Tenant  under the Prime Lease then  Sublessor  shall be
liable to Sublessee for actual and proven  damages,  costs  (including,  without
limitation,  reasonable  attorneys fees and costs),  liabilities and claims that
Sublessee may incur arising out of the termination of the Sublease. In the event
Sublessee is required (and agrees,  which it may do in its sole  discretion)  to
pay to Prime  Lessor  or  other  party  additional  amounts  (either  as rent or
otherwise) in order to continue to occupy the Sublease  Premises after a default
by Sublessor  under the Prime Lease,  Sublessor shall be liable to Sublessee for
all such costs incurred.  The foregoing provisions shall survive the termination
of the Sublease.


     (c)  Sublessee  hereby  acknowledges  that  Sublessor  does not  occupy any
portion of the Premises and does not intend to become involved in the day to day
operation of the Premises or the  Subleased  Premises and  Sublessee  shall make
every  effort to notify the Prime  Lessor  directly of its  occasional  need for
additional services, repairs,  replacements,  restoration and the performance of
Prime  Lessor's  other  obligations  under the Prime Lease.  With respect to the
occasional  need  for  after  hours  HVAC  or  additional  janitorial  services,
Sublessor's  sole  obligation  with  respect  thereto  is  hereby  fulfilled  by
Sublessor's  grant of a power  of  attorney  to  Sublessee  so that,  as long as
Sublessee is not in default  hereunder,  Sublessee  may request such services of
the Prime  Lessor on behalf of and in the name of  Sublessor.  With  respect  to
repairs,  replacements,  restoration,  services  (other than after hours HVAC or
additional  janitorial  services),  and the performance of any other obligations
required of the Prime  Lessor  under the Prime  Lease,  and with  respect to any
consent or approval  required to be obtained of the Prime Lessor under the Prime
Lease,  and provided  Sublessee is not in default  hereunder,  Sublessor's  sole
obligation with respect  thereto,  upon being requested in writing by Sublessee,
shall be to assign to Sublessee such rights as Sublessor may have, whether under
the Prime Lease or otherwise, to require compliance by the Prime Lessor with all
of the  provisions  of the Prime  Lease  insofar as they  affect  the  Subleased
Premises  or any part  thereof or the use or  occupancy  thereof and to seek the
approval or consent of the Prime  Lessor as well as such rights and  remedies as
Sublessor  may have as a result of the Prime  Lessor's  failure  or  refusal  to
comply  with  such  provisions.  In  the  event,  after  Sublessee  has  pursued
reasonable  efforts to obtain any of the  foregoing  services  directly from the
Prime Lessor, Prime Lessor fails or refuses to provide such services,  Sublessor
also agrees to promptly deliver to Prime Lessor any notice, request for consent,
request for additional service or other  communication  provided by Sublessee to
Sublessor  with the intent of it being  delivered by Sublessor to Prime  Lessor.
Notwithstanding the foregoing, while it is the intent of both parties to work in
close  cooperation  to promptly  pursue any failure to perform by Prime  Lessor,
Sublessor shall not become legally liable for any delay or any damages resulting
therefrom  unless and until  Sublessor  fails to respond to Sublessee's  written
request  within  the  period of ten (10)  business  days  following  Sublessor's
receipt thereof.  Sublessee shall have the right to conduct such proceedings (in
court or elsewhere) as may be required, to obtain from the Prime Lessor any such
work and services,  the  performance  of such  obligations  and such consent and
approval.  The foregoing shall not be construed as waiving any requirement  that
Sublessee  obtain  Sublessor's  consent or  approval  on such  matters as herein
provided.  Such proceedings may be brought,  at Sublessee's  option,  in its own
name or in Sublessor's name. Provided such may be rendered at no expense or risk
to Sublessor,  Sublessor shall cooperate with Sublessee in connection therewith.
Sublessee shall indemnify Sublessor against any loss, liability,  damages, costs
and  expenses,  including  reasonable  attorneys'  fees,  actually  incurred  by
Sublessor by reason of such action or  proceeding.  Sublessee  acknowledges  and
agrees  that  Sublessor  shall not be liable to  Sublessee  with  respect to any
delay,  default or failure of the Prime Lessor in the  performance by the latter
of its  obligations  and  covenants  under the Prime Lease unless such be due to
acts or  misconduct  of Sublessor  and,  except as set forth in the Prime Lease,
neither shall the fixed rent, additional rent, and other charges hereunder abate
nor shall any of the  obligations  of Sublessee  hereunder be affected by reason
thereof  and  Sublessee  agrees  to look  solely  to the  Prime  Lessor  for the
performance of same.


     (d) Anything in this instrument to the contrary notwithstanding,  Sublessor
shall not be liable for  incidental,  consequential  or special  damages even if
Sublessor is or has been apprised of the  possibility  thereof and its liability
shall be limited to the sum of Three Million Dollars ($3,000,000.00).


     (e) Wherever in the Prime Lease Lessee or Tenant is required to give notice
to the Lessor or Landlord thereunder, Sublessee shall be required to give notice
to  Sublessor  at least an  additional  five  (5)  days in  advance  of the time
required of Lessee or Tenant  thereunder.  Whenever in the Prime Lease Lessee or
Tenant is required to do an act or cure a default  within a specified  period of
time,  Sublessee  shall perform such act and cure such default (to the extent it
is  Sublessee's  obligation  hereunder to do so) at least five (5) days prior to
the time required of Lessee or Tenant thereunder.

     (f)  Wherever  the  consent  or  approval  of  Sublessor  is  requested  by
Sublessee,  Sublessor  may  withhold  same without  liability  to Sublessee  and
without affecting  Sublessee's  obligations hereunder if Sublessor requests same
under the Prime Lease and does not  receive  such  consent or approval  from the
Prime Lessor.

     (g) Sublessor represents and agrees:

     (1) That the Prime  Lease is in full  force and effect and that to the best
of its  knowledge it is not in default  thereunder,  nor has it received  actual
notice of Prime Lessor's default thereunder.

     (2) That  Sublessor has full right and  authority  under the Prime Lease to
enter into the within  Sublease  subject to the  written  approval  of the Prime
Lessor,  which approval  Sublessor  shall seek in good faith forthwith after the
mutual  execution and delivery of this  Sublease.  If Sublessor  does not obtain
such approval and provide the Sublessee  with a copy thereof  within  forty-five
(45) days after the date hereof,  this Sublease  shall be deemed  terminated and
neither party shall have any obligation to the other except that Sublessor shall
refund to Sublessee any moneys  theretofore  received from  Sublessee  hereunder
provided  Sublessee shall  theretofore  have fully  cooperated with Sublessor in
seeking  such  approval.  Anything  to  the  contrary  notwithstanding  in  this
Sublease, the term hereof shall not commence in the absence of such approval.

     (3) Sublessor has not received  written notice that the Subleased  Premises
are not in compliance with all applicable laws.

     (h)  Sublessor  and  Sublessee  each  shall  have  the  right  but  not the
obligation to take any action  required to be taken by the other party hereunder
where such action may be necessary  to prevent a default  under the terms of the
Prime Lease under circumstances wherein the other party has failed, after proper
notice to take such action,  and the other party who has failed to take any such
action required of it hereunder shall thereupon  reimburse the party taking such
action for any and all  reasonable  costs  thereby  incurred by it together with
interest from the date incurred to the date of  reimbursement,  inclusive,  at a
rate  equal  to four  points  above  the  prime  rate on short  term  commercial
borrowings  charged by Chase Manhattan Bank N.A. (New York, New York), but in no
event higher than the usury or legal rate, if one be applicable thereto.

     (i) Each party hereto  agrees to indemnify and hold the other party and its
affiliated  corporations  and  parent  corporation  harmless  from  any  and all
liability,  loss,  damage,  suits,  actions,  proceedings,  costs and  expenses,
including reasonable attorneys' fees by reason of any breach by the Indemnifying
party of any of the terms or  conditions  of this Sublease or of the Prime Lease
or the use,  occupancy or operations of the  indemnifying  party on or about the
Subleased Premises.

     (j) With respect to such  insurance as is required to be  maintained by the
Tenant or Lessee  under the Prime Lease  against  claims by others for  personal
injury,  death and  property  damage,  the  applicable  policies  shall  name as
insureds both the Sublessor  and the Prime Lessor and any other  entities  which
the Prime Lease may require. In any case, where the Landlord or Lessor under the
Prime Lease is entitled to exculpation with respect to damages  sustained by the
Tenant or Lessee under the Prime Lease,  such exculpation  shall run in favor of
both the Prime Lessor and the Sublessor.

     (k) This Sublease and the rights granted to Sublessee hereunder are subject
and subordinate to the Prime Lease and to the rights of Prime Lessor  thereunder
and of any present or future  mortgages,  deeds of trust,  liens,  encumbrances,
reservations,  restrictions,  easements, agreements, covenants and encroachments
affecting,  or which may affect, the Prime Lease or the real property covered by
the  Prime  Lease.  Without  derogation  of the  foregoing,  in the event of any
conflict  between the terms of this  Sublease and those of the Prime Lease,  the
terms of the Prime Lease shall prevail and control.

     (l) Sublessee  acknowledges that neither Sublessor nor anyone on its behalf
has made  representations  or  promises  with  respect to the said  building  or
Subleased  Premises or otherwise except as herein  expressly set forth.  Nothing
herein  contained shall be construed as warranting  that the Subleased  Premises
are in good  condition  or fit or suitable for any  particular  uses or purposes
whatsoever  and the  Sublessee  hereby agrees that it has examined the Subleased
Premises and is fully  satisfied with the physical  condition  thereof and (save
with respect to latent  defects)  accepts the same in vacant "as is" broom-clean
condition  (after  removal of such  personal  property  and trade  fixtures  and
equipment of Sublessor as Sublessor may elect to remove prior to the delivery of
the Subleased Premises to Sublessee hereunder). If such removal causes damage to
improvements  within the Subleased  Premises which  Sublessee had not planned on
demolishing,  Sublessor  agrees to pay the  reasonable  cost of  repairing  such
improvements.

     m) All notices and demands required hereunder shall be in writing,  sent by
registered  or certified  mail,  return  receipt  requested,  or by hand,  or by
nationally  recognized  overnight  courier,  prepaid for the next  business  day
delivery as follows:

     (1) If given to Sublessor by Sublessee:

                           Fluor Daniel, Inc.
                           3353 Michelson Drive
                           Irvine, California 92698
                           Attn: Director of Corporate Real Estate

     (2) If given to Sublessee by Sublessor  prior to the  commencement  date of
this Sublease:

                           Mobius Management Systems
                           120 Old Post Road
                           Rye, New York 10580
                           Attn: Chief Financial Officer

     (3) If given to Sublessee by Sublessor on or after the commencement date of
this Sublease:

                           Mobius Management Systems
                           20th Floor, 120 South Riverside Plaza
                           Chicago, Illinois
                           Attn: Vice President, Sales,
                           with a copy as set forth in Paragraph 2 above

     (4) To any  subsequent  address or to any other  entity which either of the
parties may designate for such purpose in writing by similar notice.

     (5) All notices  shall be deemed to be given when  received or when receipt
was rejected as evidenced by the Postal Service courier record.

     (6)  Sublessor  and  Sublessee  each  shall give to the other a copy of all
communications  and  notices  given by either  to the  Prime  Lessor in the same
manner and simultaneous with such notices and communications  given to the Prime
Lessor.  Sublessor and Sublessee  shall promptly give to the other a copy of all
notices received from the Prime Lessor during the term of this Sublease.

     (n) Sublessee warrants and represents to Sublessor that Sublessee has dealt
with no broker in connection  with the  negotiation  of the Sublease  other than
Grubb & Ellis and Sublessee agrees to indemnify and hold Sublessor harmless from
any claims,  damages,  liability,  loss, cost and expense,  including reasonable
attorneys'  fees,  arising out of or in connection with any claim for commission
or brokers' or finders' fees with respect to this transaction except for any fee
which may be due to Grubb & Ellis.  Sublessor  agrees to pay the  commission  of
Grubb and Ellis pursuant to a separate agreement.

     (o) In any  instance  in which  Sublessee  requests  or  seeks  Sublessor's
approval  or  consent,  and  Sublessor  has  obtained  Prime  Lessor's  consent,
Sublessor agrees not to unreasonably withhold, condition or delay same.

                                SECURITY DEPOSIT

Sublessee shall deposit with Sublessor,  upon execution hereof,  the sum of Zero
Dollars ($0) as security for  Sublessee's  faithful  performance  of Sublessee's
obligations  hereunder.  If Sublessee  fails to pay when due rent or  additional
rent or other charges hereunder, Sublessor may, in addition to all of its rights
and remedies  under this Sublease and at law,  require  Sublessee to immediately
deposit with  Sublessor a Security  Deposit  equal to (1) month's fixed rent and
Sublessee's  Proportionate  Share of  Ownership  taxes and  Operating  Expenses.
Thereafter,  Sublessor  may use,  apply or retain all of or any  portion of said
deposit for the payment of rent,  additional  rent,  or other  charges for which
Sublessee  may  become  obligated  by  reason  of  Sublessee's  default  and  to
compensate  Sublessor for any loss or damage which Sublessor may suffer thereby.
If Sublessor so uses,  retains,  or applies all or any portion of said  deposit,
Sublessee  shall,  within ten (10) days after written demand  therefor,  deposit
cash with Sublessor in an amount  sufficient to restore said deposit to the full
amount hereinabove stated and Sublessee's  failure to do so shall be a breach of
this  Sublease,  and  Sublessor  may, at his option,  terminate  this  Sublease.
Sublessor  shall not be required to keep said deposit  separate from its general
accounts.  If Sublessee performs all of the Sublessee's  obligations  hereunder,
said deposit or so much thereof as had not  theretofore  been used,  retained or
applied by Sublessor shall be returned to Sublessee (or, at Sublessor's  option,
to the last  assignee,  if any, of Sublessee's  interest  hereunder) and without
interest for the use thereof  within ten (10) days after the  expiration  of the
term hereof, or after Sublessee has vacated the Subleased Premises, whichever is
later.


                                       USE

The Subleased Premises shall be used and occupied only for general office use.


                                   ELECTRICITY

The Subleased Premises is equipped with a separate electrical meter serving only
the  Subleased  Premises.  Sublessee  shall  make its own  arrangement  with the
utility  company  serving  the  Building  and shall pay  directly to the utility
company  the  cost  of  electricity  consumed  within  the  Subleased  Premises.
Sublessee shall indemnify and hold harmless both Sublessor and Prime Lessor from
and  against  any and all cost,  charge or expense  resulting  from  Sublessee's
failure to pay its utility bills.

                    CONSTRUCTION OF SUBLESSEE'S IMPROVEMENTS

Sublessee  hereby  represents  and warrants  that it has inspected the Subleased
Premises  and hereby (i) accepts  (except as herein set forth) same in vacant as
is broom clean condition and (ii) assumes full responsibility to design, procure
and install any and all improvements Sublessee requires for its occupancy of the
Subleased  Premises.  Sublessee  shall present  working  drawings of any and all
improvements to Sublessor for Sublessor's and Prime Lessor's approval. Sublessee
shall comply with all  provisions of Article 9 of the Prime Lease in the design,
approval,  permitting,  selection of  contractors  and completion of Sublessee's
improvements.  Sublessee  shall  cause the  improvements  to be  completed  in a
timely,  good and workmanlike fashion and shall furnish Sublessor with insurance
certificates and lien waivers from all contractors and  subcontractors  retained
by Sublessee.

              SUBLESSOR'S CONTRIBUTION FOR SUBLESSEE'S IMPROVEMENTS

As an inducement to Sublessee to enter into this  transaction,  Sublessor  shall
provide an  improvement  allowance to fund the first $15.50 per rentable  square
foot of  Sublessee's  improvement  expenses,  not to exceed  the  amount of Five
Hundred Sixty Eight Thousand Five Hundred Forty and No/100 Dollars ($568,540.00)
with any excess to be borne by  Sublessee.  Sublessor  shall make  payments on a
monthly basis  directly to  Sublessee's  general  contractor  (and Architect and
Prime Lessor if necessary) upon receipt of contractor's affidavits as to percent
complete  as  approved  by  Sublessee.  Ten  percent  (10%)  of the  cost of the
improvements  shall be withheld as retainage until Sublessee  presents Sublessor
with (i) lien waivers executed by all contractors and subcontractors involved in
the  improvement  project and (ii) a sign off by Sublessee of the project  punch
list signifying  satisfactory  completion of the improvements.  In the event the
improvements cost less than the allowance  provided by Sublessor,  Sublessee may
apply  the  balance  of the  allowance,  first to its  relocation  expenses,  as
evidenced by paid invoices for such services, and second as a credit against the
payment of fixed rent and additional rent. Notwithstanding anything contained in
this Sublease or the Prime Lease to the contrary,  while Prime Lessor may charge
a  supervision  fee under the terms of the Prime Lease and  Sublessee  shall pay
such fee or reimburse Sublessor for such fee if Sublessor pays such fee to Prime
Lessor, Sublessor shall not charge such an additional supervisory fee.

                                ENTIRE AGREEMENT

This Sublease contains the entire  understanding of the parties hereto and shall
supersede  all prior  agreements  which are hereby  deemed  null and void.  This
Sublease shall not be modified or amended or extended except by an instrument in
writing duly signed by the parties hereto,  such being in the case of Sublessor,
an officer thereof.





IN WITNESS  WHEREOF,  the parties hereto have caused this  Instrument to be duly
executed as of the day and year first above written.



                                     SUBLESSOR: Fluor Daniel, Inc.
WITNESS:
____________________________                BY: /s/ S.F. Hull

                                         TITLE: Vice President & Treasurer


                                    SUBLESSEE: Mobius Management Systems
WITNESS:
____________________________               BY: /s/ E. Kevin Dahill

                                        TITLE: Chief Financial Officer