State of Florida:
County of Hillsborough:
                                  OFFICE LEASE


     THIS LEASE ("Lease"), made this 5th day of September,  2002, by and between
HIGHWOODS/FLORIDA HOLDINGS, L.P., a Delaware Limited Partnership,  By: Highwoods
Properties,  Inc., as agent, ("Landlord") and XRG, INC., a Delaware corporation,
("Tenant"), provides as follows:

     1. BASIC  DEFINITIONS AND PROVISIONS.  The following basic  definitions and
provisions apply to this Lease:

          a. Premises.     Rentable Square Feet:      1,530
                           Suite:                     103
                           Building:                  Cypress West
                           Street Address:            5301 West Cypress Street
                           City/County:               Tampa/Hillsborough
                           State/Zip Code:            Florida/33607

          b. Term.         Number of Months:          12
                           Commencement Date:         September 6, 2002
                           Expiration Date:           August 31, 2003

          c. Permitted Use.               General office administrative

          d. Occupancy Limitation.        No more than four (4) persons per one
                                          thousand (1,000) rentable square feet.

         e. Base Rent. The minimum base rent for the Term is $28,666.25, payable
in monthly installments on the 1st day of each month in accordance with the
following Base Rent Schedule:

MONTHS                 RATE PSF             MONTHLY RENT         CUMULATIVE RENT
------                 --------             ------------         ---------------

9/6/02 - 9/30/02        $19.00                $2,422.50             $2,018.75
10/1/02 - 8/31/03       $19.00                $2,422.50            $26,647.50

                                       BASE RENT:                  $28,666.25

          f. Rent Payment Address.   HIGHWOODS/FLORIDA HOLDINGS, L.P.
                                     P.O. Box 406396
                                     Atlanta, Georgia 30384-6396
                                     Attn: Cypress West
                                     Tax ID #: 56-1869557

          g. Security Deposit. $2,422.50

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       h. Business Hours.                  8:00 A.M. to 6:00 P.M. Monday through
                                           Friday (excluding National and State
                                           Holidays).

       i. Electrical Service.              No more than
                                           three (3) watts per usable square
                                           foot for convenience outlets.

       j. After Hours HVAC Rate.           $25.00 per hour, per unit, with a
                                           minimum of two (2)
                                           hours per occurrence.

       k. Parking.                         Not to exceed 6 spaces per
                                           1000 rentable square feet. See Tenant
                                           Parking Agreement - Addendum Five.

       l. Construction Fee.                The Construction Supervision Fee for
                                           alterations is 10% of the cost of the
                                           work. The construction supervision
                                           fee for Tenant Improvements is set
                                           forth in the Workletter
                                           attached as Addendum Number One.

       m.   Tenant's Broker.               Neil Treitman. CCIM
                                           5301 W. Cypress Street
                                           Suite 111
                                           Tampa, Florida 33607

            Landlord's Broker.             Highwoods/Florida GP Corp
                                           3111 W Dr. Martin Luther King, Jr.
                                           Suite 300
                                           Tampa, Florida 33607

       n.   Notice Addresses.

                 LANDLORD:                 HIGHWOODS PROPERTIES, INC.
                                           3111 W. Dr. Martin Luther King, Jr.
                                           Suite 300
                                           Tampa, Florida 33607
                                           Attn: Lease Administrator

                 with a copy to:           HIGHWOODS/FLORIDA HOLDINGS, L.P.
                                           c/o Highwoods Properties, Inc.
                                           3100 Smoketree Court, Suite 600
                                           Raleigh, North Carolina 27604
                                           Attn: Manager, Lease Administration
                                           Facsimile #: 919/876-2448

                 TENANT:                   XRG. INC.
                                           5301 W. Cypress Street, Suite 103
                                           Tampa, Florida 33607

         2. LEASED PREMISES.

         a. Premises, Landlord leases to Tenant and Tenant leases from Landlord
the Premises identified in Section 1 a and as more particularly shown on Exhibit
A, attached hereto.

         b. Rentable Square Foot Determination. The parties acknowledge that all
square foot measurements are approximate and agree that the square footage
figures in Section 1 a shall be conclusive for all purposes with respect to this
Lease.

<PAGE>

         C. Common Areas. Tenant shall have non-exclusive access to the common
areas of the Building. The common areas generally include space that is not
included in portions of the building set aside for leasing to tenants or
reserved for Landlord's exclusive use, including entrances, hallways, lobbies,
elevators, restrooms, walkways and plazas ("Common Areas"). Landlord has the
exclusive right to (i) designate the Common Areas, (ii) change the designation
of any Common Area and otherwise modify the Common Areas, and (iii) permit
special use of the Common Areas, including temporary exclusive use for special
occasions. Tenant shall not interfere with the rights of others to use the
Common Areas. All use of the Common Areas shall be subject to any rules and
regulations promulgated by Landlord,

          3. TERM.

         a. Commencement and Expiration Dates. The Lease Term commences on the
Commencement Date and expires on the Expiration Date, as set forth in Section 1
b.

          b. Adjustments to Commencement Date. The Commencement Date shall be
adjusted as follows:

               I.     If Tenant requests possession of the Premises prior to the
                      Commencement Date, and Landlord consents, the Commencement
                      Date shall be the date of possession. All rent and other
                      obligations under this Lease shall begin on the date of
                      possession, but the Expiration Date shall remain the same.

               ii.    If Landlord, for any reason, cannot deliver possession of
                      the Premises to Tenant on the Commencement Date, then the
                      Commencement Date, Expiration Date, and all other dates
                      that may be affected by their change, shall be revised to
                      conform to the date of Landlord's delivery of possession
                      of the Premises to Tenant. Any such delay shall not
                      relieve Tenant of its obligations under this Lease, and
                      neither Landlord nor Landlord's agents shall. be liable to
                      Tenant for any loss or damage resulting from the delay in
                      delivery of possession.

           c. Termination by Tenant for Failure to Deliver Possession. In the
  event Landlord is unable to deliver possession of the Premises within (90)
  days after the original Commencement Date set forth in Section lb (excluding
  any delays resulting from force majeure or caused by Tenant - "Excused
  Delays"), then Tenant may terminate this Lease by giving notice to Landlord
  within one hundred (100) days of the original Commencement Date (excluding
  Excused Delays). Tenant may not terminate the Lease, however, if it has taken
  possession of any part of the Premises.

           d. Delivery of Possession. Unless otherwise specified in the
  Workletter attached as Lease Addendum Number One, "delivery of possession" of
  the Premises shall mean the earlier of: (1) the date Landlord has the
  Premises ready for occupancy by Tenant as evidenced by (a) a permanent or
  temporary Certificate of Occupancy, (b) a Conditional Final Inspection, or (c)
  a Final Inspection issued by proper governmental authority, or (11) the date
  Landlord could have had the Premises ready had there been no Delays
  attributable to Tenant.

           e. Adjustment of Expiration Date. If the Expiration Date does not
  occur on the last day of a calendar month, then Landlord, at its option, may
  extend the Term by the number of days necessary to cause the Expiration Date
  to occur on the last day of the last calendar month of the Term. Tenant shall
  pay Base Rent and Additional Rent for such additional days at the same rate
  payable for the portion of the last calendar month immediately preceding such
  extension.

           f. Right to Occupy. Tenant shall not occupy the Premises until Tenant
  has complied with all of the following requirements to the extent applicable
  under the terms of this Lease: (i) delivery of all certificates of insurance,
  (ii) payment of Security Deposit, (iii) payment of first month's Rent; (iv)
  execution and delivery of any required Guaranty of Lease, and (v) if Tenant is
  an entity, receipt of a good standing certificate from the State where it was
  organized and a certificate of authority to do business in the State in which
  the Premises are located (if different). Tenant's failure to comply with these
  (or any other conditions precedent to occupancy under the terms of this Lease)
  shall not delay the Commencement Date.

<PAGE>

         g. Commencement Agreement. The Commencement Date, Term, and Expiration
Date may be set forth in a Commencement Agreement similar to Exhibit C, attached
hereto, to be prepared by Landlord and executed by the parties.

         4. USE.

         a. Permitted Use. The Premises maybe used only for general office
purposes in connection with Tenant's Permitted Use as defined in Section 1c and
in accordance with the Occupancy Limitation asset forth in Section 1d.

         b. Prohibited Uses. Tenant shall not use the Premises:

          i.   In  violation  of any  restrictive  covenants  which apply to the
               Premises;

          ii.  In any manner that constitutes a nuisance or trespass;

          iii. In any manner which  increases any insurance  premiums,  or makes
               such insurance unavailable to Landlord on the Building;  provided
               that,  in  the  event  of an  increase  in  Landlord's  Insurance
               premiums  which  results  from  Tenant's  use  of  the  Premises,
               Landlord  may elect to permit the use and  charge  Tenant for the
               increase in premiums,  and Tenant's  failure to pay Landlord,  on
               demand, the amount of such increase shall be an event of default;

          iv.  In any manner that creates  demands for  electricity,  heating or
               air conditioning in excess of that stated in paragraph 1.(I); or

          v.   For any purpose except the Permitted Use, unless  consented to by
               Landlord in writing,

          C. Prohibited Equipment in Premises. Tenant shall not install any
  equipment in the Premises that places unusual demands on the electrical,
  heating or air conditioning systems ("High Demand Equipment") without
  Landlord's prior written consent. No such consent will be given if Landlord
  determines, in its opinion, that such equipment may not be safely used in the
  Premises or that electrical service Is not adequate to support the equipment.
  Landlord's consent may be conditioned, without limitation, upon separate
  metering of the High Demand Equipment and Tenant's payment of all engineering,
  equipment, installation, maintenance, removal and restoration costs and
  utility charges associated with the High Demand Equipment and the separate
  meter. If High Demand Equipment used in the Premises by Tenant affect the
  temperature otherwise maintained by the heating and air conditioning system,
  Landlord shall have the right to install supplemental air conditioning units
  In the Premises with the cost of engineering, installation, operation and
  maintenance of the units to be paid by Tenant. All costs and expenses relating
  to High Demand Equipment and Landlord's administrative costs (such as reading
  meters and calculating invoices) shall be Additional Rent, payable by Tenant
  upon demand.

           5. RENT.

           a. Payment Obligations. Tenant shall pay Base Rent and Additional
   Rent (collectively, "Rent") on or before the first day of each calendar month
   during the Term, as follows:

          i.   Rent payments shall be sent to the Rent Payment Address set forth
               in Section If.

          ii.  Rent shall be paid without  previous demand or notice and without
               set off or deduction.  Tenants  obligation to pay Rent under this
               Lease  is  completely   separate  and  independent  from  any  of
               Landlord's obligations under this Lease.

          iii. If the Term  commences  on a day  other  than the  first day of a
               calendar  month,  then Rent for such month shall be (I)  prorated
               for the period between the Commencement  Date and the last day of
               the month in which the Commencement  Date falls, and (ii) due and
               payable on the Commencement Date.

<PAGE>

          iv.  For each  Base Rent  payment  Landlord  receives  after the fifth
               (5th) day of the month, Landlord shall be entitled to all default
               remedies  provided  under  the  terms of this  Lease,  and a late
               charge in the  amount of five  percent  (5%) of all Base Rent due
               for such month.

          v.   If Landlord  presents  Tenant's  check to any bank and Tenant has
               insufficient  funds to pay for such check, then Landlord shall be
               entitled to all default remedies provided under the terms of this
               Lease and the maximum  lawful bad check fee or five  percent (5%)
               of the amount of such check, whichever amount is less.

         b. Base Rent. Tenant shall pay Base Rent as set forth in Section 1e.

         c. Additional Rent. In addition to Base Rent, Tenant shall pay as rent
all sums and charges due and payable by Tenant under this Lease ("Additional
Rent"), including, but not limited to, the following:

              i.     Tenant's Proportionate Share of the increase in Landlord's
                     Operating Expenses as set forth In Lease Addendum Number
                     Two;

              ii.    Any sales or use tax imposed on rents collected by Landlord
                     or any tax on rents in lieu of ad valorem taxes on the
                     Building, even though laws imposing such taxes attempt to
                     require Landlord to pay the same; provided, however, if any
                     such sales or use tax are Imposed on Landlord and Landlord
                     is prohibited by applicable law from collecting the amount
                     of such tax from Tenant as Additional Rent, then Landlord,
                     upon sixty (60) days prior notice to Tenant, may terminate
                     this Lease; and

              iii.   Any construction supervision fees in connection with the
                     construction of Tenant Improvements or alterations to the
                     Premises.

          6. SECURITY DEPOSIT.

          a. Amount of Deposit. Tenant shall deposit with Landlord a Security
 Deposit in the amount set forth In Section 1g which sum Landlord shall retain
 as security for the performance by Tenant of each of its obligations hereunder.
 The Security Deposit shall not bear interest.

          b. Application of Deposit. If Tenant at any time fails to perform any
 of its obligations under this Lease, including its Rent or other payment
 obligations, its restoration obligations, or its insurance and Indemnity
 obligations, then Landlord may, at its option, apply the Security Deposit (or
 any portion) to cure Tenants default or to pay for damages caused by Tenant's
 default. If the Lease has been terminated, then Landlord may apply the Security
 Deposit (or any portion) against the damages incurred as a consequence of
 Tenant's breach. The application of the Security Deposit shall not limit
 Landlord's remedies for default under the terms of this Lease. If Landlord
 depletes the Security Deposit, in whole or in part, prior to the Expiration
 Date or any termination of this Lease, then Tenant shall restore immediately
 the amount so used by Landlord.

          c. Refund of Deposit. Unless Landlord uses the Security Deposit to
 cure a default of Tenant, to pay damages for Tenant's breach of the Lease, or
 to restore the Premises to the condition to which Tenant is required to leave
 the Premises upon the expiration or any termination of the Lease, then Landlord
 shall, within thirty (30) days after the Expiration Date or any termination of
 this Lease, refund to Tenant any funds remaining in the Security Deposit.
 Tenant may not credit the Security Deposit against any month's Rent.

           7. SERVICES BY LANDLORD.

           a. Base Services. Provided that Tenant is not then in default,
   Landlord shall cause to be furnished to the Building, or as applicable, the
   Premises, in common with other tenants the following services:

               i.   Water (if available from city mains) for drinking,  lavatory
                    and toilet purposes.

<PAGE>


               ii.  Electricity (if available from the utility supplier) for the
                    building standard fluorescent lighting and for the operation
                    of general office  machines,  such as electric  typewriters,
                    desk top computers, dictating equipment, adding machines and
                    calculators,  and general service non-production type office
                    copy   machines;   provided  that  Landlord  shall  have  no
                    obligation  to  provide  more  than the  amount of power for
                    convenience outlets and the number of electrical circuits as
                    set forth in Section 1 i.

               iii. Operatorless elevator service.

               iv.  Building  standard  fluorescent  lighting  fixtures;  Tenant
                    shall  service,  replace and maintain at its own expense any
                    incandescent  fixtures,  table lamps, or lighting other than
                    the building standard  fluorescent light, and any dimmers or
                    lighting  controls  other  than  controls  for the  building
                    standard fluorescent lighting.

               v.   Heating and air conditioning for the reasonably  comfortable
                    use and occupancy of the Premises  during  Business Hours as
                    set forth in Section 1 h; provided that, heating and cooling
                    conforming  to  any  governmental   regulation   prescribing
                    limitations  thereon  shall be deemed  to  comply  with this
                    service.

               vi.  After Business  Hours,  weekend and holiday  heating and air
                    conditioning  at the  After  Hours  HVAC  rate set  forth in
                    Section  1j,  with  such  charges  subject  to  commercially
                    reasonable annual increases as determined by Landlord.

               vii. Janitorial services five (5) days a week (excluding National
                    and State holidays) after Business Hours.

               viii.A  reasonable  pro-rata  share  of  the  unreserved  parking
                    spaces of the Building,  not to exceed the Parking specified
                    in Section 1 k, for use by Tenant's  employees  and-visitors
                    in common  with the other  tenants and their  employees  and
                    visitors.

         b. Landlord's Maintenance. Landlord shall make all repairs and
replacements to the Building (including Building fixtures and equipment), Common
Areas and Building Standard Improvements in the Premises, except for repairs and
replacements that Tenant must make under Section 8. Landlord's maintenance shall
include the roof, foundation, exterior walls, interior structural walls, all
structural components, and all Building systems, such as mechanical, electrical,
HVAC, and plumbing. Repairs or replacements shall be made within a reasonable
time (depending on the nature of the repair or replacement needed) after
receiving notice from Tenant or Landlord having actual knowledge of the need for
a repair or replacement.

         c. No Abatement. There shall be no abatement or reduction of Rent by
reason of any of the foregoing services not being continuously provided to
Tenant. Landlord shall have the right to shut down the Building systems
(including electricity and HVAC systems) for required maintenance and safety
inspections, and in cases of emergency.

         d. Tenant's Obligation to Report Defects. Tenant shall report to
Landlord immediately any defective condition In or about the Premises known to
Tenant and if such defect is not so reported and such failure to promptly report
results in other damage, Tenant shall be liable for same.

         e. Limitation on Landlord's Liability. Landlord shall not be liable to
Tenant for any damage caused to Tenant and its property due to the Building or
any part or appurtenance thereof being improperly constructed or being or
becoming out of repair, or arising from the leaking of gas, water, sewer or
steam pipes, or from problems with electrical service.

           8. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES.

           a. Acceptance of Premises. Subject to the terms of the attached
  Workletter, if any, Tenant's occupancy of the Premises is Tenant's
  representation to Landlord that (i) Tenant has examined and inspected the
  Premises, (ii)

<PAGE>

finds the Premises to be as represented by Landlord and satisfactory for
'Tenant's intended use, and (ill) constitutes Tenant's acceptance of the
Premises "as is". Landlord makes no representation or warranty as to the
condition of the Premises except as may be specifically set forth in the
Workletter.

         b. Move-in Obligations. Tenant shall schedule its move-in with the
Landlord's Property Manager. Unless otherwise approved by Landlord's Property
Manager, move-in shall not take place during Business Hours. During Tenant's
move-in, a representative of Tenant must be on-site with Tenant's moving company
to insure proper treatment of the Building and the Premises. Elevators,
entrances, hallways and other Common Areas must remain in use for the general
public during business hours. Any specialized use of elevators or other Common
Areas must be coordinated with Landlord's Property Manager. Tenant must properly
dispose of all packing material and refuse in accordance with the Rules and
Regulations. Any damage or destruction to the Building or the Premises due to
moving will be the sole responsibility of Tenant.

         c. Tenant's Maintenance. Tenant shall: (I) keep the Premises and
fixtures in good order; (ii) make repairs and replacements to the Premises or
Building needed because of Tenants misuse or negligence; (ill) repair and
replace Non-Standard Improvements, including any special equipment or decorative
treatments, Installed by or at Tenant's request that serve the Premises (unless
the Lease is ended because of casualty loss or condemnation); and (iv) not
commit waste.

         d. Alterations to Premises. Tenant shall make no structural or interior
alterations to the Premises. If Tenant requests such alterations, then Tenant
shall provide Landlord's Property Manager with a complete set of construction
drawings. If Landlord consents to the alterations, then the Property Manager
shall determine the actual cost of the work to be done (to include a
construction supervision fee to be paid to Landlord In the amount set forth in
Section 11). Tenant may then either agree to pay Landlord to have the work done
or withdraw its request for alterations. All such alterations are subject to the
prior written approval of Landlord.

         e. Restoration of Premises. At the expiration or earlier termination of
this Lease, Tenant shall (I) deliver each and every part of the Premises in good
repair and condition, ordinary wear and tear and damage by insured casualty
excepted, and (ii) restore the Premises at Tenants sole expense to the same
condition as existed at the Commencement Date, ordinary wear and tear and damage
by insured casualty excepted. If Tenant has required or installed Non-Standard
Improvements, such improvements shall be removed as part of Tenant's restoration
obligation. Landlord, however, may elect to require Tenant to leave any
Non-Standard Improvements In the Premises unless at the time of such
Non-Standard Improvements were installed, Landlord agreed in writing that Tenant
could remove such improvements. Tenant shall repair any damage caused by the
removal of any NonStandard Improvements. "Non-Standard Improvements" means such
items as (I) High Demand Equipment and separate meters, (11) all wiring and
cabling from the point of origin to the termination point, (ill) raised floors
for computer or communications systems, (iv) telephone equipment, security
systems, and UPS systems, (iv) equipment racks, (v) alterations installed by or
at the request of Tenant after the Commencement Date, and (vi) any other
Improvements that are not part of the Building Standard Improvements.

     f.  Landlord's  Performance  of  Tenant's  Obligations.  If Tenant does not
perform  its  maintenance  or  restoration   obligations  in  a  timely  manner,
commencing  the same within five (5) days after  receipt of notice from Landlord
specifying the work needed, and thereafter  diligently and continuously pursuing
the work until  completion,  then  Landlord  shall  have the right,  but not the
obligation,  to perform such work.  Any amounts  expended by Landlord on such
maintenance  or  restoration  shall be  Additional  Rent to be paid by Tenant to
Landlord within thirty (30) days after demand.

     g. Construction Liens. Tenant shall have no power to do any act or make any
contract  that may create or be the  foundation  of any lien,  mortgage or other
encumbrance upon the  reversionary or other estate of Landlord,  or any interest
of Landlord in the Premises. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR,
SERVICES OR MATERIALS  FURNISHED  TO THE PREMISES  SHALL ATTACH TO OR AFFECT THE
INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE  BUILDING.  Tenant shall keep
the  Premises  and the  Building  free  from any liens  arising  out of any work
performed,  materials  furnished,  or  obligations  incurred  by or on behalf of
Tenant.  Should any lien or claim of lien be filed  against the  Premises or the
Building by reason of any act or  omission of Tenant or any of Tenant's  agents,
employees,  contractors or representatives,  then Tenant shall cause the same to
be canceled and  discharged of record by bond or otherwise  within ten (10) days
after the filing thereof.

<PAGE>

Should Tenant fail to discharge the lien within ten (10) days, then Landlord may
discharge the lien. The amount paid by Landlord to discharge the lien (whether
directly or by bond), plus all administrative and legal costs incurred by
Landlord, shall be Additional Rent payable on demand. The remedies provided
herein shall be in addition to all other remedies available to Landlord under
this Lease or otherwise.

         TENANT SHALL NOTIFY ANY CONTRACTOR PERFORMING ANY CONSTRUCTION WORK IN
THE PREMISES ON BEHALF OF TENANT THAT THIS LEASE SPECIFICALLY PROVIDES THAT THE
INTEREST OF LANDLORD IN THE PREMISES SHALL NOT BE SUBJECT TO LIENS FOR
IMPROVEMENTS MADE BY TENANT, AND NO MECHANIC'S LIEN OR OTHER LIEN FOR ANY SUCH
LABOR, SERVICES, MATERIALS, SUPPLIES, MACHINERY, FIXTURES OR EQUIPMENT SHALL
ATTACH TO OR AFFECT THE STATE OR INTEREST OF LANDLORD IN AND TO THE PREMISES,
THE BUILDING, OR ANY PORTION THEREOF. IN ADDITION, LANDLORD SHALL HAVE THE RIGHT
TO POST AND KEEP POSTED AT ALL REASONABLE TIMES ON THE PREMISES AND NOTICES
WHICH LANDLORD SHALL BE REQUIRED SO TO POST FOR THE PROTECTION OF LANDLORD AND
THE PREMISES FROM ANY SUCH LIEN. TENANT AGREES TO PROMPTLY EXECUTE SUCH
INSTRUMENTS IN RECORDABLE FORM IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF
FLORIDA STATUTE SECTION 713.10.

         h. Communications Compliance. Tenant acknowledges and agrees that any
and all telephone and telecommunication services desired by Tenant shall be
ordered and utilized at the sole expense of Tenant. Unless Landlord requests
otherwise or consents in writing, all of Tenant's telecommunications equipment
shall be located and remain solely in the Premises. Landlord shall not have any
responsibility for the maintenance of Tenant's telecommunications equipment,
including wiring; nor for any wiring or other infrastructure to which Tenant's
telecommunications equipment may be connected. Tenant agrees that, to the extent
any telecommunications service is interrupted, curtailed or discontinued,
Landlord shall have no obligation or liability with respect thereto. Landlord
shall have the right, upon reasonable prior oral or written notice to Tenant, to
Interrupt or turn off telecommunications facilities in the event of emergency or
as necessary in connection with repairs to the Building or installation of
telecommunications equipment for other tenants of the Building. In the event
that Tenant wishes at any time to utilize the services of a telephone or
telecommunications provider whose equipment is not then servicing the Building,
the provider shall not be permitted to install its lines or other equipment
within the Building without first securing the prior written approval of
Landlord. Landlord's approval may be conditioned in such a manner as to protect
Landlord's financial interests, the interest of the Building, and the other
tenants therein. The refusal of Landlord to grant Its approval to any
prospective telecommunications provider shall not be deemed a default or breach
by Landlord of its obligation under this Lease. The provision of this paragraph
may be enforced solely by Tenant and Landlord, are not for the benefit of any
other party, and specifically but without limitation, no telephone or
telecommunications provider shall be deemed a third party beneficiary of this
Lease. Tenant shall not utilize any wireless communications equipment (other
than usual and customary cellular telephones), including antennae and satellite
receiver dishes, within the Premises or the Building, without Landlord's prior
written consent, Landlord's consent may be conditioned in such a manner so as to
protect Landlord's financial interests, the interests of the Building, and the
other tenants therein. At Landlord's option, Tenant may be required to remove
any and all telecommunications equipment (including wireless equipment)
installed in the Premises or elsewhere in or on the Building by or on behalf of
Tenant, including wiring, or other facilities for telecommunications transmittal
prior to the expiration or termination of the Lease and at Tenant's sole cost.

           9. PROPERTY OF TENANT.

            a. Property Taxes, Tenant shall pay when due all taxes levied or
   assessed upon Tenants equipment, fixtures, furniture, leasehold improvements
   and personal property located in the Premises.

            b. Removal. Provided Tenant is not in default, Tenant may remove all
   fixtures and equipment which it has placed in the Premises; provided,
   however, Tenant must repair all damages caused by such removal. If Tenant
   does not remove its property from the Premises upon the expiration or earlier
   termination (for whatever cause) of this Lease, such property shall be deemed
   abandoned by Tenant, and Landlord may dispose of the same in whatever manner
   Landlord may elect without any liability to Tenant.

            10. SIGNS. Tenant may not erect, install or display any sign or
   advertising material upon the exterior of the Building or Premises (including
   any exterior doors, walls or windows) without the prior written consent of
   Landlord, which consent may be withheld in Landlord's sole discretion. Door
   and directory signage shall be provided and

<PAGE>

installed by the Landlord in accordance with building standards at Tenant's
expense, unless otherwise provided in the Workletter attached as Lease Addendum
Number One,

         11. ACCESS TO PREMISES.

         a. Tenant's Access. Tenant, its agents, em'Pl6yees, invitees, and
guests, shall- have access to the Premises and reasonable ingress and egress to
common and public areas of the Building twenty-four hours a day, seven days a
week; provided, however, Landlord by reasonable regulation may control such
access for the comfort, convenience, safety and protection of all tenants in the
Building, or as needed for making repairs and alterations. Tenant shall be
responsible for providing access to the Premises to its agents, employees,
invitees and guests after business hours and on weekends and holidays, but in no
event shall Tenant's use of and access to the Premises during non-business hours
compromise the security of the Building.

         b. Landlord's Access. Landlord shall have the right, at all reasonable
times and upon reasonable oral notice, either itself or through its authorized
agents, to enter the Premises (i) to make repairs, alterations or changes as
Landlord deems necessary, (ii) to inspect the Premises, mechanical systems and
electrical devices, and (iii) to show the Premises to prospective mortgagees and
purchasers. Within one hundred eighty (180) days prior to the Expiration Date,
Landlord shall have the right, either itself or through its authorized agents,
to enter the Premises at all reasonable times to show prospective tenants.

         c. Emergency Access. Landlord shall have the right to enter the
Premises at any time without notice in the event of an emergency.

          12. TENANT'S COMPLIANCE.

         a. Laws. Tenant shall comply with all applicable laws, ordinances and
regulations affecting the Premises, whether now existing or hereafter enacted.

         b. Rules and Regulations. Tenant shall comply with the Rules and
Regulations attached as Exhibit B. The Rules and Regulations may be modified
from time to time by Landlord, effective as of the date delivered to Tenant or
posted on the Premises, provided such rules are uniformly applicable to all
tenants In the Building. Any conflict between this Lease and the Rules and
Regulations shall be governed by the terms of this Lease.

           13. ADA COMPLIANCE.

         a. Tenant's Compliance. Tenant, at Tenant's sole expense, shall comply,
with all laws, rules, orders, ordinances, directions, regulations and
requirements of federal, state, county and municipal authorities now in force,
which shall impose any duty upon Landlord or Tenant with respect to the use or
occupation of the Premises or alteration of the Premises to accommodate persons
with special needs, including using all reasonable efforts to comply with The
Americans With Disabilities Act (the "ADA).

         b. Landlord's Compliance. Landlord, at Landlord's sole expense, shall
use all reasonable efforts to meet the requirements of the ADA as it applies to
the Common Areas and restrooms of the Building; but Landlord shall have no
responsibility for ADA compliance with respect to the Premises. Landlord shall
not be required to make changes to the Common Areas or restrooms of the Building
to comply with ADA standards adopted after construction of the Building unless
specifically required to do so by law.

         c. ADA Notices. If Tenant receives any notices alleging a violation of
ADA relating to any portion of the Building or Premises (including any
governmental or regulatory actions or investigations regarding non-compliance
with ADA), then Tenant shall notify Landlord in writing within ten (10) days of
such notice and provide Landlord with copies of any such notice.

            14. INSURANCE REQUIREMENTS.
<PAGE>


         a. Tenant's Liability Insurance. Throughout the Term, Tenant, at its
sole cost and expense, shall keep or cause to be kept for the mutual benefit of
Landlord, Landlord's Property Manager, and Tenant, Commercial General Liability
Insurance (ISO CGL Form CGO001 or its equivalent) with a combined single limit,
each Occurrence and General Aggregate-per location of at least TWO MILLION
DOLLARS ($2,000,000), which policy shall insure against liability of Tenant,
arising out of and in connection with Tenant's use of the Premises, and which
shall insure the indemnity provisions contained in this Lease. Not more
frequently than once every three (3) years, Landlord may require the limits to
be increased if in its reasonable judgment (or that of its mortgagee) the
coverage is insufficient.

         b. Tenant's Property Insurance. Tenant shall also carry the equivalent
of ISO Special Form Property Insurance on Tenant's Property for full replacement
value and with coinsurance waived. For purposes of this provision, "Tenant's
Property" shall mean Tenant's personal property and fixtures, and any
Non-Standard Improvements to the Premises. Tenant shall neither have, nor make,
any claim against Landlord for any loss or damage to the Tenant's Property,
regardless of the cause of the loss or damage.

         c. Certificates of Insurance. Prior to taking possession of the
Premises, and annually thereafter, Tenant shall deliver to Landlord
certificates or other evidence of insurance satisfactory to Landlord. All such
policies shall be non-assessable and shall contain language to the extent
obtainable that: (I) any loss shall be payable notwithstanding any act or
negligence of Landlord or Tenant that might otherwise result in forfeiture of
the Insurance, (0) that the policies are primary and non-contributing with any
insurance that Landlord may carry, and (iii) that the policies cannot be
canceled, non-renewed, or coverage reduced except after thirty (30) days' prior
notice to Landlord. If Tenant fails to provide Landlord with such certificates
or other evidence of insurance coverage, Landlord may obtain such coverage and
the cost of such coverage shall be Additional Rent payable by Tenant upon
demand.

         d. Insurance Policy Requirements. Tenant's insurance policies required
by this Lease shall: (1) be issued by insurance companies licensed to do
business in the state in which the Premises- are:~ located with a general
policyholders ratings of at least A- and a financial rating of at least VI in
the most current Best's Insurance Reports available on the Commencement Date, or
if the Best's ratings are changed or discontinued, the parties shall agree to a
comparable method of rating insurance companies; (I!) name Landlord and. current
or future Mortgagee as an additional insured as its interest may appear [other
landlords or tenants may be added as additional insureds in a blanket policy];
(III) provide that the insurance not be canceled, non-renewed or coverage
materially reduced unless thirty (30) days advance notice is given to Landlord;
(iv) be primary policies; (v) provide that any loss shall be payable
notwithstanding any gross negligence of Landlord or Tenant which might result in
a forfeiture thereunder of such insurance or the amount of proceeds payable;
(vi) have no deductible exceeding TEN THOUSAND DOLLARS ($10,000), unless
approved in writing by Landlord; and (vii) be maintained during the entire Term
and any extension terms.

         e. Landlord's Property Insurance. Landlord shall keep the Building,
including the Improvements (but excluding Tenant's Property), insured against
damage and destruction by perils insured by the equivalent of ISO Special Form
Property Insurance in the amount of the full replacement value of the Building.

     f. Mutual  Waiver of  Subrogation.  Anything in this Lease to the  contrary
notwithstanding,  Landlord hereby releases and waives unto Tenant (including all
partners, stockholders,  officers, directors, employees and agents thereof), its
successors  and assigns,  and Tenant  hereby  releases and waives unto  Landlord
(including all partners, stockholders, officers, directors, employees and agents
thereof),  its  successors  and  assigns,  all rights to claim  damages for any
injury,  loss,  cost or  damage  to  persons  or to the  Premises  or any  other
casualty,  as long as the amount of such injury,  loss,  cost or damage has been
paid either to Landlord, Tenant, or any other person, firm or corporation, under
the terms of any Property,  General Liability,  or other policy of insurance, to
the extent such  releases  or waivers are  permitted  under  applicable  law. As
respects all policies of insurance  carded or maintained  pursuant to this Lease
and to the extent permitted under such policies,  Tenant and Landlord each waive
the insurance carriers' rights of subrogation.

            15. INDEMNITY. Subject to the insurance requirements, releases and
   mutual waivers of subrogation set forth in this Lease, Tenant agrees as
   follows:

            a. Indemnity. Tenant shall indemnify and hold Landlord harmless from
   and against any and all claims, damages, losses, liabilities, lawsuits, costs
   and expenses (including attorneys' fees at all tribunal levels) arising out

<PAGE>

of or related to (i) any activity, work, or other thing done, permitted or
suffered by Tenant in or about the Premises or the Building, (ii) any breach or
default by Tenant in the performance of any of its obligations under this Lease,
or (iii) any act or neglect of Tenant, or any officer, agent, employee,
contractor, servant, invitee or guest of Tenant.

         b. Defense Obligation. If any such action is brought against Landlord,
then Tenant, upon notice from Landlord, shall defend the same through counsel
selected by Landlord's insurer, or other counsel acceptable to Landlord. The
provisions of this Section shall survive the termination of this Lease.

         16. QUIET ENJOYMENT. Tenant shall have quiet enjoyment and possession
of the Premises provided Tenant promptly and fully complies with all of its
obligations under this Lease. No action of Landlord or other tenants working in
other space in the Building, or in repairing or restoring the Premises, shall be
deemed a breach of this covenant, nor shall such action give to Tenant any right
to modify this Lease either as to term, rent payables or other obligations to be
performed.

          17. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE; AND ESTOPPEL
CERTIFICATE.

         a. Subordination and Attornment. Tenant agrees to execute within ten
(10) days after request to do so from Landlord or its mortgagee an agreement:

          i.   Making this Lease superior or subordinate to the interests of the
               mortgagee;

          ii.  Agreeing to attorn to the mortgagee;

          iii. Giving the  mortgagee  notice of,  and a  reasonable  opportunity
               (which  shall in no event be less than  thirty  (30)  days  after
               notice  thereof is delivered to  mortgagee)  to cure any Landlord
               default  and  agreeing  to accept  such cure if  effected  by the
               mortgagee;

          iv.  Permitting the mortgagee (or other  purchaser at any  foreclosure
               sale),  and its successors and assigns,  on acquiring  Landlord's
               interest  in the  Premises  and the Lease,  to become  substitute
               Landlord  hereunder,   with  liability  only  for  such  Landlord
               obligations as accrue after Landlord's interest is so acquired:

          v.   Agreeing to attorn to any successor Landlord; and

          vi.  Containing  such other  agreements and covenants on Tenant's part
               as Landlord's mortgagee may reasonably request.

           b. Non-Disturbance. Tenant's obligation to subordinate its Interests
  or attorn to any mortgagee is conditioned upon the mortgagee's agreement not
  to disturb Tenant's possession and quiet enjoyment of the Premises under this
  Lease so long as Tenant Is in compliance with the terms of the Lease.

           c. Estoppel Certificates. Tenant agrees to execute within five (5)
  business days after request, and as often as requested, estoppel certificates
  confirming any factual matter requested by Landlord which is true and is
  within Tenant's knowledge regarding this Lease, and the Premises, including
  but not limited to: (1) the date of occupancy, (ii) Expiration Date, (iii) the
  amount of Rent due and date to which Rent is paid, (iii) whether Tenant has
  any defense or offsets to the enforcement of this Lease or the Rent payable,
  (iv) any default or breach by Landlord, and (v) whether this Lease, together
  with any modifications or amendments, is in full force and effect. Tenant
  shall attach to such estoppel certificate copies of any modifications or
  amendments to the Lease.

           18. ASSIGNMENT - SUBLEASE.

           a. Landlord Consent. Tenant may not assign or encumber this Lease or
  its interest in the Premises arising under this Lease, and may not sublet all
  or any part of the Premises without first obtaining the written consent of
  Landlord, which consent shall not be withheld unreasonably. Factors which
  Landlord may consider in deciding whether to consent to an assignment or
  sublease include (without limitation), (I) the creditworthiness of the
  assignee or sublessee, (ii) the proposed use of the Premises, (iii) whether
  there is other vacant space in the Building, (iv)

<PAGE>

whether the assignee or subiessee will vacate other space owned by Landlord, (v)
whether Landlord is negotiating with the proposed sublessee or assignee for a
lease of other space owned by Landlord, and (vi) any renovations to the Premises
or special services required by the assignee or sublessee. Landlord will not
consent to an assignment or sublease that might result in a use that conflicts
with the rights of any existing tenant. One consent shall not be the basis for
any further consent.

         b. Definition of Assignment. For the purpose of this Section 18, the
word "assignmenr" shall be defined and deemed to include the following: (I) if
Tenant is a partnership, the withdrawal or change, whether voluntary,
involuntary or by operation of law, of partners owning thirty percent (30%) or
more of the partnership, or the dissolution of the partnership; (ii) if Tenant
consists of more than one person, an assignment, whether voluntary, involuntary,
or by operation of law, by one person to one of the other persons that is a
Tenant; (III) If Tenant Is a corporation, any dissolution or reorganization of
Tenant, or the sale or other transfer of a controlling percentage (hereafter
defined) of capital stock of Tenant other than to an affiliate or subsidiary or
the sale of fifty-one percent (51%) in value of the assets of Tenant; (iv) if
Tenant is a limited liability company, the change of members whose interest in
the company is fifty percent (50%) or more. The phrase "controlling percentage"
means the ownership of and the right to vote, stock possessing at least
fifty-one percent (51%) of the total combined voting power of all classes of
Tenant's capital stock issued, outstanding and entitled to vote for the election
of directors, or such lesser percentage as is required to provide actual control
over the affairs of the corporation; except that, If the Tenant is a publicly
traded company, public trades or sales of the Tenant's stock on a national stock
exchange shall not be considered an assignment hereunder even if the aggregate
of the trades of sales exceeds fifty percent (50%) of the capital stock of the
company.

          c. Permitted Assignments/Subleases. Notwithstanding the foregoing,
 Tenant may assign this Lease or sublease part or all of the Premises without
 Landlord's consent to: (I) any corporation, limited liability company, or
 partnership that controls, is controlled by, or is under common control with,
 Tenant at the ~Commencement Date; or (!I) any corporation or limited liability
 company resulting from the merger or consolidation withTenant or to any entity
 that acquires all of Tenant's assets as a going concern of the business that is
 being conducted on the Premises; provided however, the assignor remains liable
 under the Lease and the assignee or sublessee is a bona fide entity and assumes
 the obligations of Tenant, is as creditworthy as the7enant, and continues the
 same Permitted Use as provided under Section 4.

          d. Notice to Landlord. Landlord must be given prior written notice of
 every assignment or subletting, and failure to do so shall be a default
 hereunder.

          e. Prohibited Assignments/Subleases. In no event shall this Lease be
 assignable by operation of any law, and Tenant's rights hereunder may not
 become, and shall not be listed by Tenant as an asset under any bankruptcy,
 insolvency or reorganization proceedings. Acceptance of Rent by Landlord after
 any non-permitted assignment or sublease shall not constitute approval thereof
 by Landlord.

          f. Limitation on Rights of Assignee/Sublessee. Any assignment or
 sublease for which Landlord's consent is required shall not include the right
 to exercise any options to renew the Lease Term, expand the Premises, cancel
 the Lease, or similar options, unless specifically provided for in the consent.

          g. Tenant Not Released. No assignment or sublease shall release Tenant
 of any of Its obligations under this Lease.

          h. Landlord's Right to Collect Sublease Rents upon Tenant Default. If
 the Premises (or any portion) Is sublet and Tenant defaults under its
 obligations to Landlord, then Landlord is authorized, at its option, to collect
 all sublease rents directly from the Sublessee. Tenant hereby assigns the right
 to collect the sublease rents to Landlord in the event of Tenant default. The
 collection of sublease rents by Landlord shall not relieve Tenant of its
 obligations under this Lease, nor shall it create a contractual relationship
 between Sublessee and Landlord or give Sublessee any greater estate or right to
 the Premises than contained in its Sublease.

            i. Excess Rents. If Tenant assigns this Lease or subleases all or
   part of the Premises at a rental rate that exceeds the rentals paid to
   Landlord, then any such excess shall be paid over to Landlord by Tenant.

<PAGE>
          j.   Landlord's Fees. Tenant shall pay Landlord an administration fee
of $1,000.00 per assignment or sublease transaction for which consent is
required, If Landlord assists Tenant in finding an assignee or subtenant,
Landlord shall be paid a reasonable fee for such assistance.

         k. Unauthorized Assignment or Sublease. Any unauthorized assignment or
sublease shall constitute a default under the terms of this Lease. In addition
to its other remedies for Default, Landlord may elect to increase Base Rent to
150% of the Base Rent reserved under the terms of this Lease.

          19. DAMAGES TO PREMISES.

         a. Landlord's Restoration Obligations. If the Building or Premises are
damaged by fire or other casualty ("Casualty"), then Landlord shall repair and
restore the Premises to substantially the same condition of the Premises
immediately prior to such Casualty, subject to the following terms and
conditions:

          i.   The casualty must be insured under Landlord's insurance policies,
               and  Landlord's  obligation  Is  limited  to  the  extent  of the
               insurance  proceeds  received  by  Landlord.  Landlord's  duty to
               repair and restore the Premises  shall not begin until receipt of
               the insurance proceeds.

          ii.  Landlord's  lender(s)  must permit the  insurance  proceeds to be
               used for such repair and restoration.

          iii. Landlord shall have no obligation to repair and restore  Tenant's
               trade fixtures, decorations, signs, contents, or any Non-Standard
               Improvements to the Premises.

           b. Termination of Lease by Landlord. Landlord shall have the option
  of terminating the Lease If. (1) the Premises is rendered wholly untenantable;
  (ii) the Premises is damaged in whole or in part as a result of a risk which
  is not covered by Landlord's insurance policies; (iii) Landlord's lender
  does not permit a sufficient amount of the insurance proceeds to be used for
  restoration purposes; (iv) the Premises is damaged in whole or In part during
  the last two years of the Term; or (v) the Building containing the Premises is
  damaged (whether or not the Premises Is damaged) to an extent of fifty percent
  (50%) or more of the fair market value thereof. If Landlord elects to
  terminate this Lease, then It shall give notice of the cancellation to Tenant
  within sixty (60) days after the date of the Casualty. Tenant shall vacate and
  surrender the Premises to Landlord within fifteen (15) days after receipt of
  the notice of termination.

           c. Termination of Lease by Tenant Tenant shall have the option of
  terminating the Lease if: (I Landlord has failed to substantially restore the
  damaged Building or Premises within one hundred eighty (180) days of the
  Casualty ("Restoration Period"); (ii) the Restoration Period has not been
  delayed by force majeure; and (ill) Tenant gives Landlord notice of the
  termination within fifteen 15 days after the end of the Restoration Period (as
  extended by any force majeure delays). If Landlord is delayed by force
  majeure, then Landlord must provide Tenant with notice of the delays within
  fifteen (15) days of the force majeure event stating the reason for the delays
  and a good faith estimate of the length of the delays.

           d. Tenant's Restoration Obligations. Unless terminated, the Lease
  shall remain in full force and effect, and Tenant shall promptly repair,
  restore, or replace Tenant's trade fixtures, decorations, signs, contents, and
  any Non-Standard Improvements to the Premises. All repair, restoration or
  replacement shall be at least to the same condition as existed prior to the
  Casualty. The proceeds of all insurance carried by Tenant on its property
  shall be held in trust by Tenant for the purposes of such repair, restoration,
  or replacement.

           e. Rent Abatement. If Premises is rendered wholly untenantable by the
  Casualty, then the Rent payable by Tenant shall be fully abated. If the
  Premises is only partially damaged, then Tenant shall continue the operation
  of Tenant's business in any part not damaged to the extent reasonably
  practicable from the standpoint of prudent business management, and Rent and
  other charges shall be abated proportionately to the portion of the Premises
  rendered untenantable. The abatement shall be from the date of the Casualty
  until the Premises have been substantially repaired and restored, or until
  Tenant's business operations are restored in the entire Premises, whichever
  shall first occur. However, if the Casualty is caused by the negligence or
  other wrongful conduct of Tenant

<PAGE>

or of Tenant's subtenants, licensees, contractors, or invitees, or their
respective agents or employees, there shall be no abatement of Rent.

         f. Waiver of Claims. The abatement of the Rent set forth above is
Tenant's exclusive remedy against Landlord in the event of a Casualty. Tenant
hereby waives all claims against Landlord for any compensation or damage for
loss of use of the whole or any part of the Premises and/or for any
inconvenience or annoyance occasioned by any Casualty and any resulting damage,
destruction, repair, or restoration.

          20. EMINENT DOMAIN.

         a. Effect on Lease. If all of the Premises are taken under the power of
eminent domain (or by conveyance in lieu thereof), then this Lease shall
terminate as of the date possession is taken by the condemnor, and Rent shall be
adjusted between Landlord and Tenant as of such date. If only a portion of the
Premises Is taken and Tenant can continue use of the remainder, then this Lease
will not terminate, but Rent shall abate in a just and proportionate amount to
the loss of use occasioned by the taking.

         b. Right to Condemnation Award. Landlord shall be entitled to receive
and retain the entire condemnation award for the taking of the Building and
Premises. Tenant shall have no right or claim against Landlord for any part of
any award received by Landlord for the taking. Tenant shall have no right or
claim for any alleged value of the unexpired portion of this Lease, or its
leasehold estate, or for costs of removal, relocation, business Interruption
expense or any other damages arising out of such taking. Tenant, however, shall
not be prevented from making a claim against the condemning party (but not
against Landlord ) for any moving expenses, loss of profits, or taking of
Tenant's personal property (other than its leasehold estate) to which Tenant may
be entitled; provided that any such award shall not reduce the amount of the
award otherwise payable to Landlord for the taking of the Building and Premises.

           21. ENVIRONMENTAL COMPLIANCE.

         a. Environmental Laws. The term " Environmental Laws" shall mean all
now existing or hereafter enacted or issued statutes, laws, rules, ordinances,
orders, permits and regulations of all state, federal, local and other
governmental and regulatory authorities, agencies and bodies applicable to the
Premises, pertaining to environmental matters or regulating, prohibiting or
otherwise having to do with asbestos and all other toxic, radioactive, or
hazardous wastes or materials including, but not limited to, the Federal Clean
Air Act, the Federal Water Pollution Control Act, and the Comprehensive
Environmental Response, Compensation, and. Liability Act of 1980, as from time
to time amended.

         b. Tenant's Responsibility. Tenant covenants and agrees that it will
keep and maintain the Premises at all times in compliance with Environmental
Laws. Tenant shall not (either with or without negligence) cause or permit the
escape, disposal or release of any biologically active or other hazardous
substances, or. materials on the Property. Tenant shall not allow the storage or
use of such substances or materials in any manner not sanctioned by law or in
compliance with the highest standards prevailing in the industry for the storage
and use of such substances or materials, nor allow to be brought onto the
Property any such materials or substances except to use In the ordinary course
of Tenant's business, and then only after notice is given to Landlord of the
identity of such substances or materials. No such notice shall be required,
however, for commercially reasonable amounts of ordinary office supplies and
janitorial supplies. Tenant shall execute affidavits, representations and the
like, from time to time, at Landlord's request, concerning Tenant's best
knowledge and belief regarding the presence of hazardous substances or materials
on the Premises.

            c. Tenant's Liability. Tenant shall hold Landlord free, harmless,
   and indemnified from any penalty, fine, claim, demand, liability, cost, or
   charge whatsoever which Landlord shall incur, or which Landlord would
   otherwise incur, by reason of Tenant's failure to comply with this Section 21
   including, but not limited to: (I) the cost of full remediation of any
   contamination to bring the Property into the same condition as prior to the
   Commencement Date and into full compliance with all Environmental Laws; (ii)
   the reasonable cost of all appropriate tests and examinations of the Premises
   to confirm that the Premises and any other contaminated areas have been
   remediated and brought into compliance with all Environmental Laws; and (iii)
   the reasonable fees and expenses of Landlord's


<PAGE>


attorneys, engineers, and consultants incurred by Landlord in enforcing and
confirming compliance with this Section 21.

         d. Limitation on Tenant's Liability. Tenant's obligations under this
Section 21 shall not apply to any condition or matter constituting a violation
of any Environmental Laws: (1) which existed prior to the commencement of
Tenant's use or occupancy of the Premises; (ii) which was not caused, in whole
or in part, by Tenant or Tenant's agents, employees, officers, partners,
contractors or invitees; or (iii) to the extent such violation is caused by, or
results from the acts or neglects of Landlord or Landlord's agents, employees,
officers, partners, contractors, guests, or invitees.

         e. Inspections by Landlord. Landlord and its engineers, technicians,
and consultants (collectively the "Auditors") may, from time to time as Landlord
deems appropriate, conduct periodic tests and examinations ("Audits") of the
Premises to confirm and monitor Tenant's compliance with this Section 21. Such
Audits shall be conducted in such a manner as to minimize the interference with
Tenant's Permitted Use; however in all cases, the Audits shall be of such nature
and scope as shall be reasonably required by then existing technology to confirm
Tenant's compliance with this Section 21. Tenant shall fully cooperate with
Landlord and. its Auditors in the conduct of such Audits. The cost of such
Audits shall be paid by Landlord unless an Audit shall disclose a material
failure of Tenant to comply with this Section 21, in which case, the cost of
such Audit, and the cost of all subsequent Audits made during the Term and
within thirty (30) days thereafter (not to exceed two (2) such Audits per
calendar year), shall be paid for on demand by Tenant.

          f. Landlord's Liability. Landlord represents and warrants that, to
 the best of Landlord's knowledge, there are no hazardous materials on the
 Premises as of the Commencement Date in violation of any Environmental Laws.
 Landlord shall indemnify and hold Tenant harmless from any liability resulting
 from Landlord's violation of this representation and warranty.

         g. Property. For the purposes of this Section 21, the term "Property"
shall include the Premises, Building, all Common Areas, the real estate upon
which the Building Is located; all personal property (including that owned by
Tenant); and the soil, ground water, and surface water of the real estate upon
which the Building is located.

         h. Tenant's Liability After Termination of Lease. The covenants
contained in this Section 21 shall survive the expiration or termination of this
Lease, and shall continue for so long as Landlord and Its successors and assigns
may be subject to any expense, liability, charge, penalty, or obligation against
which Tenant has agreed to indemnify Landlord under this Section 21.

           22. DEFAULT.

           a. Tenant's Default. Tenant shall be in default under this Lease if
Tenant:

                i.     Fails to pay when due any Base Rent, Additional rent, or
                       any other sum of money which Tenant is obligated to pay,
                       as provided in this Lease;

                ii.    Breaches any other agreement, covenant or obligation in
                       this Lease and such breach is not remedied within fifteen
                       (15) days after Landlord gives Tenant notice specifying
                       the breach, or If such breach cannot, with due diligence,
                       be cured within fifteen (15) days, Tenant does not
                       commence curing within fifteen (15) days and with
                       reasonable diligence completely cure the breach within a
                       reasonable period of time after the notice;

                iii,   Files any petition or action for relief under any
                       creditor's law (including bankruptcy, reorganization, or
                       similar action), either in state or federal court, or has
                       such a petition or action filed against it which is not
                       stayed or vacated within sixty (60) days after filing; or

                iv.    Makes any transfer in fraud of creditors as defined in
                       Section 548 of the United States Bankruptcy Code (111
                       U.S.C. 548, as amended or replaced), has a receiver
                       appointed for Its assets (and the appointment is not
                       stayed or vacated within thirty (30) days), or makes an
                       assignment for benefit of creditors.

  <PAGE>

         b. Landlord's Remedies. In the event of a Tenant default, Landlord at
its option may do one or more of the following:

          i.   Terminate  this Lease and recover all damages  caused by Tenant's
               breach, including consequential damages for lost future rent;

          ii.  Repossess the Premises,  with or without  terminating,  and relet
               the Premises at such amount as Landlord deems reasonable;

          iii. Declare  the  entire  remaining  Base  Rent and  Additional  Rent
               immediately due and payable,  such amount to be discounted to its
               present value at a discount rate equal to the U.S.  Treasury Bill
               or Note rate with the closest  maturity to the remaining  term of
               the Lease as selected by Landlord;

          iv.  Bring  action for  recovery of all amounts  due from  Tenant;

          v.   Seize and hold any  personal  property  of Tenant  located in the
               Premises  and  assert  against  the  same a lien for  monies  due
               Landlord;

          vi.  Pursue any other remedy available in law or equity.

          c. Landlord's Expenses; Attorneys Fees. All reasonable expenses of
 Landlord In repairing, restoring, or altering the Premises for reletting as
 general office space, together with leasing fees and all other expenses In
 seeking and obtaining a new Tenant, shall be charged to and be a liability of
 Tenant. Landlord's reasonable attorneys'fees in pursuing any of the foregoing
 remedies, or in collecting any Rent or Additional Rent due by Tenant hereunder,
 shall be paid by Tenant.

          d. Remedies Cumulative. All rights and remedies of Landlord are
 cumulative, and.the exercise of any one shall not be an election excluding
 Landlord at any other time from ex6rcise of a different or Inconsistent remedy.
 No exercise by Landlord of any right or remedy granted herein shall constitute
 or effect a termination of this Lease unless Landlord shall so elect by notice
 delivered to Tenant. The failure of Landlord to exercise its rights in
 connection with this Lease or any breach or violation of any term, or any
 subsequent breach of the same or any other term, covenant or condition herein
 contained shall not be a Waiver of such term, covenant or condition or any
 subsequent breach of the same or any other covenant or condition herein
 contained~

          e. No Accord and Satisfaction. No acceptance by Landlord of a lesser
 sum than the Rent, Additional Rent and other sums then due shall be deemed to
 be other than on account of the earliest installment of such payments due, nor
 shall any endorsement or statement on any check or any letter accompanying any
 check or payment be deemed as accord and satisfaction, and Landlord may accept
 such check or payment without prejudice to Landlord's right to recover the
 balance of such installment or pursue any other remedy provided in this Lease.

          f. No Reinstatement. No payment of money by Tenant to Landlord after
 the expiration or termination of this Lease shall reinstate or extend the Term,
 or make ineffective any notice of termination given to Tenant prior to the
 payment of such money. After the service of notice or the commencement of a
 suit, or after final judgment granting Landlord possession of the Premises,
 Landlord may receive and collect any sums due under this Lease, and the payment
 thereof shall not make ineffective any notice or in any manner affect any
 pending suit or any judgment previously obtained.

          g. Summary Ejectment. Tenant agrees that in addition to all other
 rights and remedies Landlord may obtain an order for summary ejectment from any
 court of competent jurisdiction without prejudice to Landlord's rights to
 otherwise collect rents or breach of contract damages from Tenant.

            23. MULTIPLE DEFAULTS.

            a. Loss of Option Rights. Tenant acknowledges that any rights or
   options of first refusal, or to extend the Term, to expand the size of the
   Premises, to purchase the Premises or the Building, or other similar rights
   or options

<PAGE>

which have been granted to Tenant under this Lease are conditioned upon the
prompt and diligent performance of the terms of this Lease by Tenant.
Accordingly, should Tenant default under this Lease on two (2) or more occasions
during any twelve (12) month period, in addition to all other remedies available
to Landlord, all such rights and options shall automatically, and without
further action on the part of any party, expire and be of no further force and
effect.

         b. Increased Security Deposit. Should Tenant default in the payment of
Base Rent, Additional Rent, or any other sums payable by Tenant under this Lease
on two (2) or more occasions during any twelve (12) month period, regardless of
whether Landlord permits such default to be cured, then, in addition to all
other remedies otherwise available to Landlord, Tenant shall, within ten (10)
days after demand by Landlord, post a Security Deposit in, or increase the
existing Security Deposit to, a sum equal to three (3) months' installments of
Base Rent. The Security Deposit shall be governed by the terms of this Lease.

         c. Effect on Notice Rights and Cure Periods. Should Tenant default
under this Lease on two (2) or more occasions during any twelve (12) month
period, in addition to all other remedies available to Landlord, any notice
requirements or cure periods otherwise set forth in this Lease with respect to a
default by Tenant shall not apply.

          24.BANKRUPTCY.

         a. Trustee's Rights. Landlord and Tenant understand that,
notwithstanding contrary terms in this Lease, a trustee or debtor in possession
under the United States Bankruptcy Code, as amended, (the "Code") may have
certain rights to assume or assign this Lease. This Lease shall not be construed
to give the trustee or debtor in possession any rights greater than the minimum
rights granted under the Code.

     b. Adequate  Assurance.  Landlord and Tenant acknowledge that,  pursuant to
the Code,  Landlord Is entitled to adequate  assurances of future performance of
the  provisions  of this  Lease.  The  parties  agree  that the  term  "adequate
assurance" shall include at least the following:

          i.   In order to assure Landlord that any proposed  assignee will have
               the resources with which to pay all Rent payable  pursuant to the
               provisions  of this Lease,  any proposed  assignee  must have, as
               demonstrated to Landlord's satisfaction,  a net worth (as defined
               in  accordance  with  generally  accepted  accounting  principles
               consistently applied) of not less than the net worth of Tenant on
               the Effective Date (as hereinafter defined),  increased by seven,
               percent  (7%),  compounded  annually,  for  each  year  from  the
               Effective Date through the date of the proposed assignment. It is
               understood and agreed that the financial  condition and resources
               of Tenant were a material inducement to Landlord in entering into
               this Lease.

          ii.  Any  proposed  assignee  must have been engaged in the conduct of
               business  for the five  (5)  years  prior  to any  such  proposed
               assignment,  which  business does not violate the Use  provisions
               under Section 4 above, and such proposed  assignee shall continue
               to engage in the  Permitted Use under Section 4. It is understood
               that  Landlord's  asset  will be  substantially  impaired  if the
               trustee in bankruptcy or any assignee of this Lease makes any use
               of the Premises other than the Permitted Use.

            C. Assumption of Lease Obligations. Any proposed assignee of this
   Lease must assume and agree to be personally bound by the provisions of this
   Lease.

            25. NOTICES.

            a. Addresses. All notices, demands and requests by Landlord or
   Tenant shall be sent to the Notice Addresses set forth in Section 1m, or to
   such other address as a party may specify by duly given notice.

            b. Form; Delivery, Receipt. ALL NOTICES, DEMANDS AND REQUESTS WHICH
   MAY BE GIVEN OR WHICH ARE REQUIRED TO BE GIVEN BY EITHER PARTY TO THE OTHER
   MUST BE IN WRITING UNLESS OTHERWISE SPECIFIED. Notices, demands or requests
   shall be deemed to have been properly given for all purposes if (I) delivered
   against a written receipt of delivery, (ii) mailed by express, registered or
   certified mail of the


<PAGE>

United States Postal Service, return receipt requested, postage prepaid, or
(iii) delivered to a nationally recognized overnight courier service for next
business day delivery to the receiving party's address as set forth above. Each
such notice, demand or request shall be deemed to have been received upon the
earlier of the actual receipt or refusal by the addressee or three (3) business
days after deposit thereof at any main or branch United States post office if
sent in accordance with subsection (ii) above, and the next business day after
deposit thereof with the courier if sent pursuant to subsection (iii) above.

         c. Address Changes. The parties shall notify the other of any change in
address, which notification must be at least fifteen (15) days in advance of it
being effective.

          d. Notice by Legal Counsel. Notices may be given on behalf of any
party by such party's legal counsel.

         26. HOLDING OVER. If Tenant holds over after the Expiration Date or
other termination of this Lease, such holding over shall not be a renewal of
this Lease but shall create a tenancy-at-sufferance. Tenant shall continue to be
bound by all of the terms and conditions of this Lease, except that during such
tenancy-at-sufferance Tenant shall pay to Landlord (i) Base Rent at the rate
equal to two hundred percent (200%) of that provided for as of the expiration or
termination date, and (ii) any and all Operating Expenses and other forms of
Additional Rent payable under this Lease. The increased Rent during such holding
over is intended to compensate Landlord partially for losses, damages and
expenses, including frustrating and delaying Landlord's ability to secure a
replacement tenant. If Landlord loses a prospective tenant because Tenant fails
to vacate the Premises on the Expiration Date or any termination of the Lease
after notice to do so, then Tenant will be liable for such damages as Landlord
can prove because of Tenants wrongful failure to vacate.

          27. RIGHT TO RELOCATE.

           a. Substitute Premises, Landlord, at its option, may substitute for
  the Premises other space (hereafter called "Substitute Premises") owned by
  Landlord in the same geographical vicinity before theCommencement Date or at
  any time during the Term or any extension of this Lease. Insofar as reasonably
  possible, the Substitute Premises shall be of comparable quality and shall
  have a comparable square foot area and a configuration substantially similar
  to the Premises.

           b. Notice. Landlord shall give Tenant at least sixty (60) days notice
  of its intention to relocate Tenant to the Substitute Premises. This notice
  will be accompanied by a floor plan of the Substitute Premises. After such
  notice, Tenant shall have ten (10) days within which to agree with Landlord on
  the proposed Substitute Premises and unless such agreement is reached within
  such period of time, Landlord may terminate this Lease at the end of the sixty
  (60) day period of time following the notice.

           c. Upfit of Substitute Premises. Landlord agrees to construct or
  alter, at its own expense, the Substitute Premises as expeditiously as
  possible so that they are in substantially the same condition that the
  Premises were In immediately prior to the relocation. Landlord shall have the
  right to reuse the fixtures, improvements and alterations used in the
  Premises. Tenant agrees to occupy the Substitute Premises as soon as
  Landlord's work is substantially completed.

           d. Relocation Costs. If relocation occurs after the Commencement
  Date, then Landlord shall pay Tenants reasonable third-party costs of moving
  Tenant's furnishings, telephone and computer wiring, and other property to the
  Substitute Premises, and reasonable printing costs associated with the change
  of address.

           e. Lease Terms. Except as provided herein, Tenant agrees that all of
  the obligations of this Lease, including the payment of Rent (to be determined
  on a per rentable square foot basis and applied to the Substitute Premises),
  will continue despite Tenant's relocation to the Substitute Premises. Upon
  substantial completion of the Substitute Premises, this Lease will apply to
  the Substitute Premises as if the Substitute Premises had been the space
  originally described in this Lease.


<PAGE>

              Limitation on Landlord's Liability. Except as provided above,
Landlord shall not be liable or responsible in any way for damages or injuries
suffered by Tenant pursuant to the relocation in accordance with this provision
including, but not limited to, the loss of goodwill, business, productivity or
profits.
          28. BROKER'S COMMISSIONS.

         a. Broker. Each party represents and warrants to the other that it has
not dealt with any real estate broker, finder or other person with respect to
this Lease in any manner, except the Broker identified in Section 1n.

         b. Landlord's Obligation. Landlord shall pay any commissions or fees
that are payable to the Broker with respect to this Lease pursuant to Landlord's
separate agreement with the Broker.

         c. Indemnity. Each party shall indemnify and hold the other party
harmless from any and all damages resulting from claims that may be asserted
against the other party by any other broker, finder or other person (including,
without limitation, any substitute or replacement broker claiming to have been
engaged by Indemnifying party in the future), claiming to have dealt with the
indemnifying party in connection with this Lease or any amendment or extension
hereto, or which may result in Tenant leasing other or enlarged space from
Landlord. The provisions of this Section shall survive the termination of this
Lease.
          29. MISCELLANEOUS.

         a. No Agency. Tenant is not, may not become, and shall never represent
itself to be an agent of Landlord, and Tenant acknowledges that Landlord's title
to the Building is paramount, and that It can do nothing to affect or impair
Landlord's title.

         b. Force Majeure. The term "force majeure" means: fire, flood, extreme
weather, labor disputes, strike, lock-out, riot, government interference
(including regulation, appropriation or rationing), unusual delay In
governmental permitting, unusual delay in deliveries or unavailability of
materials, unavoidable casualties, Act of God, or other causes beyond the
Landlord's reasonable control.

         c. Building Standard Improvements. The term "Building Standard
Improvements" shall mean the standards for normal construction of general office
space within the Building as specified by Landlord, including design and
construction standards, electrical load factors, materials, fixtures and
finishes.

         d. Limitation on Damages. Notwithstanding any other provisions in this
Lease, Landlord shall not be liable to Tenant for any special, consequential,
incidental or punitive damages.

         e. Satisfaction of Judgments Against Landlord. If Landlord, or its
employees, officers, directors, stockholders or partners are ordered to pay
Tenant a money judgment because of Landlord's default under this Lease, said
money judgment may only be enforced against and satisfied out of: (i) Landlord's
Interest in the Building in which the Premises are located including the rental
income and proceeds from sale; and (ii) any Insurance or condemnation proceeds
received because of damage or condemnation to, or of, said Building that are
available for use by Landlord. No other assets of Landlord or said other parties
exculpated by the preceding sentence shall be liable for, or subject to, any
such money judgment.

     f. Interest. Should Tenant fail to pay any amount due to Landlord within 30
days of the date such amount is due (whether Base Rent,  Additional Rent, or any
other payment  obligation),  then the amount due shall begin ' accruing interest
at the rate of 18% per annum,  compounded  monthly,  or the highest  permissible
rate under applicable usury law, whichever is less, until paid.

     g. Legal Costs.  Should Landlord prevail in any legal  proceedings  against
the Tenant for breach of any  provision  in this  Lease,  then  Tenant  shall be
liable for the costs and  expenses of the  Landlord,  Including  its  reasonable
attorneys'fees (at all tribunal levels).


<PAGE>

     h. Sale of  Premises or  Building.  Landlord  may sell the  Premises or the
Building without affecting the obligations of Tenant hereunder; upon the sale of
the Premises or the Building,  Landlord shall be relieved of all  responsibility
for the Premises and shall be released  from any liability  thereafter  accruing
under this Lease.

     i. Time of the Essence.  Time is of the essence in the  performance  of ail
obligations under the terms of this Lease.

         j. Transfer of Security Deposit. If any Security Deposit or prepaid
Rent has been paid by Tenant, Landlord may transfer the Security Deposit or
prepaid Rent to Landlord's successor and upon such transfer, Landlord shall be
released from any liability for return of the Security Deposit or prepaid Rent.

         k. Tender of Premises. The delivery of a key or other such tender of
possession of the Premises to Landlord or to an employee of Landlord shall not
operate as a termination of this Lease or a surrender of the Premises unless
requested in writing by Landlord.

         1. Tenant's Financial Statements. Upon request of Landlord, Tenant
agrees to furnish to Landlord copies of Tenant's most recent annual, quarterly
and monthly financial statements, audited If available. The financial statements
shall be prepared in accordance with generally accepted accounting principles,
consistently applied. The financial statements shall include a balance sheet and
a statement of profit and loss, and the annual financial statement shall also
include a statement of changes in financial position and appropriate explanatory
notes. Landlord may deliver the financial statements to any prospective or
existing mortgagee or purchaser of the Building.

         m. Recordation. This Lease may not be recorded without Landlord's prior
written consent, but Tenant and Landlord agree, upon the request of the other
party, to execute a memorandum hereof for recording purposes.

         n. Partial Invalidity. The invalidity of any portion of this Lease
shall not invalidate the remaining portions of the Lease.

         o. Binding Effect. This Lease shall be binding upon the respective
parties hereto, and upon their heirs, executors, successors and assigns.

         p. Entire Agreement. This Lease supersedes and cancels all prior
negotiations between the parties, and no changes shall be effective unless in
writing signed by both parties. Tenant acknowledges and agrees that it has not
relied upon any statements, representations, agreements or warranties except
those expressed In this Lease, and that this Lease contains the entire agreement
of the parties hereto with respect to the subject matter hereof.

         q. Good Standing. If requested by Landlord, Tenant shall furnish
appropriate legal documentation evidencing the valid existence in good standing
of Tenant, and the authority of any person signing this Lease to act for the
Tenant. If Tenant signs as a corporation, each of the persons executing this
Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly
authorized and existing corporation, that Tenant has and is qualified to do
business in the State in which the Premises are located, that the corporation
has a full right and authority to enter into this Lease and that each of the
persons signing on behalf of the corporation is authorized to do SO.

         r. Terminology. The singular shall include the plural, and the
masculine, feminine or neuter includes the other.

         s. Headings. Headings of sections are for convenience only and shall
   not be considered in construing the meaning of the contents of such section.

         t. Choice of Law. This Lease shall be interpreted and enforced in
   accordance with the laws of the State in which the Premises are located.

         u. Effective Date. The submission of this Lease to Tenant for review
   does not constitute a reservation of or option for the Premises, and this
   Lease shall become effective as a contract only upon the execution and
   delivery

<PAGE>

by both Landlord and Tenant. The date of execution shall be entered on the top
of the first page of this Lease by Landlord, and shall be the date on which the
last party signed the Lease, or as otherwise may be specifically agreed by both
parties. Such date, once inserted, shall be established as the final day of
ratification by all parties to this Lease, and shall be the date for use
throughout this Lease as the "Effective Date".

         30. SPECIAL CONDITIONS. The following special conditions, if any, shall
apply, and where in conflict with earlier provisions in this Lease shall
control:

          None.

         31. ADDENDA AND EXHIBITS. If any addenda are noted below, such addenda
are incorporated herein and made a part of this Lease.


          a.   Lease Addendum Number One - "Work Letter"
          b.   Lease Addendum Number Two - "Additional Rent - Operating  Expense
               Pass Throughs"
          c.   Lease Addendum Number Three - "Option to Renew Lease Term"
          d.   Lease Addendum Number Four - INTENTIONALLY OMITTED
          e.   Lease Addendum Number Five - "Tenant Parking Agreement"
          f.   Lease Addendum Number Six - "Radon"
          g.   Exhibit A - Premises
          h.   Exhibit B - Rules and Regulations
          i    Exhibit C - Commencement Agreement

<PAGE>



            IN WITNESS WHEREOF, Landlord and Tenant have executed this lease in
   three originals, all as of the day and year first above written.


                                     LANDLORD:
   WITNESSES:                        HIGHWOODS/FLORIDA HOLDINGS, L.P.
                                     a Delaware limited partnership

                                     By:  Highwoods/Florida GP Corp.,
                                          its general partner

                                     By:
                                        ------------------------------------
   Print Name                                Stephen A. Meyers
                                    Title:     Vice President - Tampa

                                    Date:

   Print Name                       TENANT:
                                    XRG, INC., a Delaware corporation

                                        ------------------------------------
                                                  Signature Line


                                    By:      Kevin Brennan
                                        ------------------------------------
    Print Name                                    Print Name

                                    Title:            President

                                    Date:
    Print Name