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                                                           EXHIBIT 10(d)

                                  LEASE AGREEMENT


     THIS LEASE AGREEMENT (this "Lease") is made and entered into as of the
9th day of August, 1999 ("Date of this Lease") by and between TBC PLACE
PARTNERS, LLC, a Georgia limited liability company ("Landlord"), and HIGHWAY
INFORMATION SYSTEMS, INC. ("Tenant"), upon all the terms and conditions set
forth in this Lease and in all exhibits and riders hereto, to each and all of
which terms Landlord and Tenant hereby mutually agree, and in consideration
of One Dollar ($1.00) and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and of the rents, agreements
and benefits flowing between the parties hereto, as follows:

     1. BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS. Each reference in
this Lease to information and definitions contained in the Basic Lease
Information and Certain Definitions and each use of the terms capitalized and
defined in this Section shall be deemed to refer to, and shall have the
respective meaning set forth in this Section.

A. Premises: That portion of the Building containing approximately 12,472
rentable square feet, as identified on the Floor Plan attached hereto as
Exhibit A.

B. Building: The building known as TBC Place in the City of Durham, North
Carolina.

C. Land: That certain parcel of land upon which the Building is located and
which is more particularly described in Exhibit E attached hereto.

D. Project: The land and all improvements thereon, including the Building,
the parking facilities, and all common areas.

E. Commencement Date: Defined in the Leasehold Improvements Work Letter
attached hereto as Exhibit B.

F. Term: Commencing on the Commencement Date and ending on the last day of
the 60th full month thereafter.

H.  Net Rentable Area of the Building: Approximately 82,350 square feet.

I. Tenant's Proportionate Share: Approximately fifteen and fifteen one
hundredths percent (15.15%), representing the ratio between the Net Rentable
Area of the Premises and the Net Rentable Area of the Building, subject to
adjustment pursuant to the express terms hereof.

J. Rent: The Base Rent and the Additional Rent.

K. Base Rent:, Initial Base Rent for the Net Rentable Area of the Premises:
Nine and 66/100 Dollars ($9.66) per net rentable square foot or $120,479.52
(12,472 x $9.66).

L. Base Rent Escalation:, The Base Rent rate per square foot of Net Rentable
Area of the Premises shall be increased at the expiration of each twelve (12)
month period of the Term by three percent (3%) of the Base Rent rate
applicable during the then expiring twelve (12) month period.

M. Additional Rent: The Additional Rent shall be all other sums due and
payable by Tenant under the Lease, including, but not limited to, Tenant's
Proportionate Share of Operating Expenses.

N. Base Year: The Base Year for purposes of calculating Tenant's Proportionate
Share of Operating Expenses is 1999.

O. Tenant's Permitted Uses: Tenant may use the Premises only for the purposes
set forth in Section 13.1 of the Lease.

P. Security Deposit: An amount equal to the first month's rent paid
simultaneously with the execution of this Lease which shall be held by Landlord
as security until the expiration of the Term as set forth in Section


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5 of the Lease.

Q. Leasehold Improvement Allowance: Twenty-Three and 85/100 Dollars ($23.85)
per rentable square foot as set forth in the Leasehold Improvements Work
Letter attached hereto as Exhibit B.

R.  Broker(s):, Landlord's Broker: Commercial Carolina Corporation

Tenant's Broker: Allentown Commercial

     2. GRANTING CLAUSE. Subject to the terms and conditions hereof, Landlord
hereby leases the Premises to Tenant, and Tenant hereby rents and hires the
Premises from Landlord, for the Term of this Lease.

     3. TERM. The Term of this Lease shall be for the period set forth in
Section 1(F) of this Lease. Tenant shall accept the Premises in its condition
as of the Commencement Date subject to all applicable laws, ordinances,
regulations, covenants and restrictions and subject to Landlord's completion
of the Leasehold Improvements as required in the Leasehold Improvements Work
Letter attached to this Lease as Exhibit B. Landlord has made no
representation or warranty as to the suitability of the Premises for the
conduct of Tenant's business, and Tenant waives any implied warranty that the
Premises are suitable for Tenant's intended purposes. Except as set forth in
Sections 10, 11 and Exhibit B of this Lease, in no event shall Landlord have
any obligation for any defects in the Premises or any limitation on its use.
The taking of possession of the Premises shall be conclusive evidence that
the Tenant accepts the Premises and that the Premises were in good condition
at the time possession was taken except for items that are Landlord's
responsibility under Sections 10, 11 and Exhibit B of this Lease.

     4.  RENT.

     4.1. Tenant shall pay to Landlord, without notice, demand, or deduction
in lawful money of the United States of America, at Landlord's Address for
Notices in Section 33.9, or at such other place as Landlord shall designate
in writing from time to time: (a) the Base Rent in equal monthly
installments, in advance, on or before the first day of each calendar month
during the Term; and (b) the Additional Rent, at the respective times
required hereunder. The first monthly installment of Base Rent shall be paid
in advance on the date Tenant executes this Lease and applied to the first
installment of Base Rent coming due under this Lease. Payment of Rent shall
begin on the Commencement Date; provided; however, that if either the
Commencement Date or the expiration of the Term falls on a date other than
the first day of a calendar month, the Rent due for such fractional month
shall be prorated on a per diem basis between Landlord and Tenant so as to
charge Tenant only for the portion of such fractional month falling within
the Term. Tenant's covenant to pay Rent hereunder is independent of any other
covenant, condition, provision or agreement herein contained. All past due
installments of Rent shall be subject to a late charge of five percent (5%)
simple of the past due amounts.

     4.2. The Base Rent shall be escalated as specified in Section 1(L) of
this Lease commencing on the first day of the first full month following the
first anniversary of the Commencement Date (or on the first anniversary date
of the Commencement Date, if the Commencement Date is the first day of the
month), and on each and every anniversary of such escalation date thereafter
during the Term of this Lease.

     4.3 As used in this Lease, the term "Lease Year" shall mean a calendar
year during the Term, except that the first Lease Year shall be the period
commencing on the Commencement Date and expiring upon the expiration of the
calendar year in which the Commencement Date occurs and the final Lease Year
shall expire upon the expiration of the Term. If the first or final Lease
Year is less than twelve (12) months, all prorations shall be based upon a
365 day year.

     5. SECURITY DEPOSIT. The Security Deposit shall be due on the date
Tenant executes this Lease and shall be held by Landlord as security for the
performance of Tenant's obligations under this Lease. This Security Deposit
is not an advance rental deposit or measure of Landlord's damages in case of


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Tenant's default. Upon each occurrence of an Event of Default (defined in
Section 22), Landlord may use all or part of the Security Deposit to pay
delinquent payments due under this Lease, and the cost of any damage, injury,
expense or liability caused by such Event of Default, without prejudice to
any other remedy provided herein or provided at law or in equity. Tenant
shall pay Landlord on demand the amount that will restore the Security
Deposit to its original amount. Landlord's obligation regarding the Security
Deposit is that of a debtor, not a trustee, and no interest shall accrue
thereon. The Security Deposit shall be the property of Landlord, but shall be
paid to Tenant when Tenant's obligations under this Lease have been
completely fulfilled. Landlord shall be released from any obligation with
respect to the Security Deposit upon transfer of this Lease and the Premises
to a person or entity which assumes Landlord's obligations under this Section.

6.  OPERATING EXPENSES.

     6.1. During each month of the Lease Term, on the same date that Base
Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual
cost, as estimated by Landlord from time to time, of Tenant's Proportionate
Share (as defined in Section 1(I)) of Operating Expenses for the Project.
Payment thereof for any fractional calendar month shall be prorated. The term
"Operating Expenses" means all costs and expenses incurred by Landlord with
respect to the ownership, maintenance, repair, replacement and operation of
the Project including, but not limited to, costs of: Taxes (defined in
Section 8 of this Lease) and fees payable to tax consultants and attorneys
for consultation and contesting Taxes; insurance; utilities; maintenance,
repair and replacement of all portions of the Project, including, without
limitation, paving and parking areas, roads, roofs, alleys and driveways,
mowing, landscaping, exterior painting, utility lines, heating, ventilation
and air conditioning systems, lighting, electrical systems, and other
mechanical and building systems; amounts paid to contractors and
subcontractors for work or services performed in connection with any of the
foregoing; charges or assessments of any association to which the Project is
subject; property management fees payable to a property manager, including
any affiliate of Landlord, or if there is no property manager, an
administrative fee of 15% of the Operating Expenses payable to Landlord;
security services, if any; trash collection, sweeping and removal; and
additions or alterations made by Landlord to the Project or the Building in
order to comply with the requirements of applicable laws, statutes,
ordinances, rules and regulations (other than those expressly required herein
to be made by Tenant) or that are appropriate to the continued operation of
the Project or the Building as a bulk warehouse facility in the Durham, North
Carolina market area, provided that the cost of additions or alterations that
are required to be capitalized for federal income tax purposes shall be
amortized on a straight line basis over a period equal to the lesser of the
useful life thereof for federal income tax purposes or 10 years. Operating
Expenses do not include costs, expenses, depreciation or amortization for
capital repairs and capital replacements required to be made by Landlord
under Section 10 of this Lease, debt service under mortgages or ground rent
under ground leases, costs of restoration to the extent of net insurance
proceeds received by Landlord with respect thereto, leasing commissions, the
costs of renovating space for tenants or any cost associated with any
building other than the Building. There shall be no duplication of costs or
reimbursements.

     6.2. If Tenant's total payments of Operating Expenses for any year are
less than Tenant's Proportionate Share of actual Operating Expenses for such
year, then Tenant shall pay the difference to Landlord within 30 days after
demand, and if more, then Landlord shall retain such excess and credit
against Tenant's next payments. For purposes of calculating Tenant's
Proportionate Share of Operating Expenses, a year shall mean a calendar year
except the first year, which shall begin on the Commencement Date, and the
last year, which shall end on the expiration of this Lease. With respect to
Operating Expenses, any expenses which Landlord allocates to the entire
Project, Tenant's Proportionate Share shall be the percentage set forth in
Section 1(I) of this Lease as Tenant's Proportionate Share of the Project, as
reasonably adjusted by Landlord in the future for changes in the physical
size of the Premises, the Building or the Project. Landlord may equitably
increase Tenant's Proportionate Share for any item of expense or cost
reimbursable by Tenant that relates to a repair, replacement or service that
benefits only the


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Premises or only a portion of the Project or Building that includes the
Premises or that varies with occupancy or use. No estimate of Operating
Expenses for the Premises by Landlord shall be a guaranty or warranty that
such estimates shall be accurate.

     6.3. Landlord shall make available to the Premises all water, gas,
electrical power, telephone, sewer and sprinkler services. Landlord shall
provide heating and air-conditioning systems sufficient to serve the Premises
24 hours per day, 7 days per week, at such temperatures and in such amounts
as is customary in buildings of comparable size and quality and in the
Durham, North Carolina market area, with such adjustments as Landlord
reasonably deems necessary for the comfortable occupancy of the Premises,
subject to any governmental requirements, ordinances, rules, regulations,
guidelines or standards relating to, among other matters, energy conservation.

     7. UTILITIES. Tenant shall pay for all water, gas, electrical power,
telephone, sewer, sprinkler services, refuse and trash collection and other
utilities and services used on the Premises, all maintenance charges for
utilities and any storm sewer charges or other similar charges for utilities
imposed by any governmental entity or utility provider, together with any
taxes, penalties, surcharges or the like pertaining to Tenant's use of the
Premises. Notwithstanding anything contained in Section 6.1 or otherwise in
this Lease to the contrary, Landlord may cause, at Tenant's expense, any
utilities to be separately metered or charged directly to Tenant by the
provider. Tenant shall pay its share of all charges for jointly metered
utilities based upon consumption, as reasonably determined by Landlord. No
interruption or failure of utilities shall result in the termination of this
Lease or the abatement of Rent. Tenant agrees to limit use of water and sewer
for normal restroom use. Notwithstanding anything contained in this Lease to
the contrary, if an interruption or cessation of utilities results from a
cause within Landlord's reasonable control which renders the Premises
unusable by Tenant for the conduct of Tenant's business, Rent and applicable
Operating Expenses not actually incurred by Tenant shall be abated for the
period which commences five (5) business days after the date Tenant gives to
Landlord written notice of such interruption and shall continue until such
utilities are restored.

     8. TAXES. Landlord shall pay all taxes, assessments and governmental
charges (collectively, "Taxes") that accrue against the Project during the
Lease Term, which shall be included as part of the Operating Expenses charged
to Tenant. Landlord may contest by appropriate legal proceedings the amount,
validity or application of any Taxes or liens thereof. All levies or other
taxes assessed or imposed upon Landlord on the rents payable to Landlord
under this Lease and any franchise tax, any excise, transaction, sales or
privilege tax, assessment, levy or charge measured by or based, in whole or
in part, upon such rents from the Premises and/or the Project or any portion
thereof, shall be paid by Tenant to Landlord monthly in estimated
installments or upon demand, at the option of Landlord as additional rent;
provided, however, in no event shall Tenant be liable for any net income
taxes imposed upon Landlord unless such net income taxes are in substitution
for any Taxes payable under this Lease. If any such tax or excise is levied
or assessed directly against Tenant, then Tenant shall be responsible for and
shall pay the same at such times and in such manner as the taxing authorities
shall require. Tenant shall be liable for all taxes levied or assessed
against any personal property or fixtures placed in the Premises, whether
levied or assessed against Landlord or Tenant.

     9.  INSURANCE.

     9.1 Tenant covenants and agrees that from and after the date of delivery
of the Premises by Landlord to Tenant, Tenant will carry and maintain, at its
sole cost and expense, the following insurance coverages:

          A. Public Liability Insurance. General comprehensive public
liability insurance covering the Premises and Tenant's use thereof against
claims for personal or bodily injury or death or property damage occurring
upon in or about the Premises (including contractual, indemnity and liability
coverage to cover Tenant's indemnities set forth herein), such insurance to
insure both Tenant and, as additional insureds, Landlord and its members,


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employees and agents and the property manager, and to afford protection to
the limit of not less than $3,000,000.00 combined single limit or such higher
limits as Landlord may require from time to time during the Term, on an
occurrence basis, in respect to injury or death to any number of persons and
broad form property damage arising out of any one (1) occurrence, operations
hazard, with a deductible acceptable to Landlord. This insurance coverage
shall extend to any liability of Tenant arising out of the indemnities
provided for in this Lease.

          B. Property Insurance. Property insurance on all-risk extended
coverage basis (including coverage against fire, wind, tornado, vandalism,
malicious mischief, water damage and sprinkler leakage) covering all
fixtures, equipment and personalty located in the Premises, in an amount not
less than one hundred percent (100%) of full replacement cost thereof. Such
policy will be written in the name of Tenant. The property insurance may,
with the consent of the Landlord, provide for a reasonable deductible.

          C. Workers Compensation Insurance. Worker's compensation insurance
insuring against and satisfying Tenant's obligations and liabilities under
the worker's compensation laws of the State of North Carolina.

          D. Employer's Liability Insurance. Employer's liability insurance
in an amount not less than $1,000,000.00.

          E. Builder's Risk Insurance. In the event Tenant performs any
repairs or alterations in the Premises, and builder's risk insurance on an
"all risk" basis (including collapse) on a completed value (non-reporting)
form for full replacement value covering all work incorporated in the
Building and all materials and equipment in or about the Premises.

          F. Other Insurance. Any other form or forms of insurance or any
changes or endorsements to the insurance required herein as Landlord, or any
mortgagee or lessor of Landlord may reasonably require from time to time in
form or in amount.

     9.2. All such insurance will be issued and underwritten by companies
reasonably acceptable to Landlord and will contain endorsements that (a) such
insurance may not lapse with respect to Landlord or property manager or be
canceled or amended with respect to Landlord or property manager without the
insurance company endeavoring to give Landlord and property manager at least
thirty (30) days prior written notice of such lapse, cancellation or
amendment, (b) Tenant will be solely responsible for payment of premiums, (c)
such insurance will include a loss payee endorsement protecting the Landlord
and Landlord's designees and (d) Tenant's insurance is contributing in the
event of overlapping coverage which may be carried by Landlord. Tenant shall
deliver to Landlord duplicate originals of all policies of insurance required
by Section 9.1 of this Lease or duly executed originals of the certificates
of such insurance evidencing in-force coverage on or before the Commencement
Date. Further, Tenant shall deliver to Landlord renewals thereof at least ten
(10) days prior to the expiration of the respective policy terms.

     9.3. Tenant shall not knowingly conduct or permit to be conducted in the
Premises any activity, or place any equipment in or about the Premises or the
Building, which will invalidate the insurance coverage in effect or increase
the rate of casualty insurance or other insurance on the Premises or the
Building, and Tenant shall comply with all customary requirements and
regulations of Landlord's casualty and liability insurer. If any invalidation
of coverage or increase in the rate of casualty insurance or other insurance
occurs or is threatened by any insurance company due to any act or omission
by Tenant, or its agents, employees, contractors, or invitees, such statement
or threat shall be conclusive evidence that the increase in such rate is due
to the act of Tenant or the contents or equipment in or about the Premises,
and, as a result thereof, Tenant shall be liable for such increase and such
amount shall be considered Additional Rent payable with the next monthly
installment of Base Rent due under this Lease. In no event shall Tenant
introduce or permit to be kept on the Premises or brought into the Building
any dangerous, noxious, radioactive or explosive substance.

     9.4. Landlord covenants and agrees that from and after the date of


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delivery of the Premises from Landlord to Tenant, Landlord will carry and
maintain the following insurance, the cost of which shall be included in
Operating Costs:

          A. Public Liability Insurance. General comprehensive public
liability insurance covering the common areas of the Project and the Building
against claims for personal or bodily injury or death or property damage
occurring upon, in or about the common areas (including contractual,
indemnity and liability coverage to cover Landlord's indemnities set forth
herein), such insurance to afford protection to the limit of not less than
$3,000,000 combined single limit or such higher limits as Landlord may elect,
at its option, to carry from time to time, on an occurrence basis, in respect
to injury or death to any number of persons and broad form property damage
arising out of any one (1) occurrence, operations hazard, owner's protective
coverage, contractual liability, with a cross liability clause and a
severability of interests clause to cover Landlord's indemnities set forth
herein, with a commercially reasonable deductible. This insurance coverage
shall extend to any liability of Landlord arising out of the indemnities
provided for in this Lease.

          B. Property Insurance. Property insurance on all-risk extended
coverage basis (including coverage against fire, wind, tornado, vandalism,
malicious mischief, water damage and sprinkler leakage) covering the Project
and the Building in an amount not less than one hundred percent (100%) of
full replacement cost thereof, subject to a commercially reasonable
deductible.

          C. Other Insurance. Such other insurance as Landlord may elect, at
its option, to carry and maintain from time to time.

     9.5. Landlord and Tenant each hereby waive any right of subrogation and
right of recovery or cause of action for injury or loss to the extent that
such injury or loss is covered by fire, extended coverage, "all risk" or
similar policies covering real property or personal property required to be
obtained and maintained hereunder (or which would have been covered if the
party claiming such right of subrogation or recovery or cause of action had
carried the insurance required by this Lease) or covered by any other
insurance maintained by the waiving party. Written notice of the terms of the
above mutual waivers shall be given to the insurance carriers of Landlord and
Tenant and the parties' insurance policies shall be properly endorsed, if
necessary, to prevent the invalidation of said policies by reason of such
waivers.

     10. LANDLORD'S REPAIRS.

     A. Landlord shall maintain and repair, at Tenant's cost and expense
(billed to and paid by Tenant as Tenant's Proportionate Share of the
Operating Expenses), all portions of the Project and the Building except for
items which are Landlord's responsibility as set forth in Section 10B which
shall be maintained and repaired at Landlord's expense, and except for the
items which are Tenant's responsibility as set forth in Section 11 which
shall be maintained and repaired at Tenant's expense.

     B. Landlord shall maintain and repair, at Landlord's expense, the
structural soundness of the roof, foundation and exterior walls of the
Building in good condition, reasonable wear and tear and uninsured losses and
damages caused by Tenant, its employees, agents, contractors and invitees
excluded. The term "walls" as used in this Section shall not include windows,
glass or plate-glass, doors or overhead doors, special store fronts, dock
bumpers, dock plates or levelers, or office entries.

     C. Landlord shall maintain and repair, at Tenant's cost and expense
(directly billed to and paid by Tenant and not prorated as part of the
Operating Expenses), the following components (i) of the Building which
exclusively serve the Premises and (ii) of the Premises: dock and loading
areas, dock bumpers, dock plates and levelers, truck and overhead doors, fire
sprinklers and fire protection systems and electrical, plumbing and
mechanical (including heating and air conditioning) systems and equipment.

     D. Tenant shall promptly give Landlord written notice of any repair


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required by Landlord pursuant to this Section, after which Landlord shall
diligently make all necessary repairs within a reasonable period of time
after receipt of such written notice from Tenant.

     11. TENANT'S REPAIRS. Tenant, at Tenant's expense, shall repair, replace
and maintain in good condition the interior of the Premises, including
entries, doors, windows, glass and plate glass, ceilings, and roof membrane
penetrations caused by Tenant, its employees, agents, contractors and/or
invitees, interior walls and the interior side of demising walls. If Tenant
fails to perform any maintenance, repair or replacement for which it is
responsible, Landlord may, but shall not be required to, perform such work
and be reimbursed by Tenant within ten (10) days after demand therefore.
Subject to Sections 9 and 14 of this Lease, Tenant shall bear the full cost
of any repair or replacement to any part of the Building or the Project that
results from damage caused by Tenant, its employees, agents, contractors or
invitees, as well as any repair that benefits only the Premises.

     12.  ALTERATIONS.

     12.1. Tenant shall not make any alterations to the Premises without
first obtaining Landlord's written consent thereto, which consent may not be
unreasonably withheld. Notwithstanding the foregoing, in the event any such
proposed alteration would, in the reasonable judgment of Landlord, affect any
structural components of the Building or any of its equipment or systems,
Landlord may withhold its consent to any such alteration in its sole
discretion. Without in any way limiting Landlord's consent rights, Landlord
shall not be required to give its consent until (a) Landlord is satisfied
that the contractor or person proposed by Tenant to make such alterations
(the "Contractor"), and the insurance coverage to be provided by Contractor
in connection with the work, are reasonably acceptable to Landlord, (b)
Landlord approves final and complete plans and specifications for the work
and (c) all appropriate governmental agencies have approved the plans and
specifications for such work. Upon Tenant's receipt of written approval from
Landlord and any required approval of any mortgagee or lessor of Landlord and
any such governmental agencies, and upon Tenant's payment to Landlord of any
fees charged by any mortgagee or lessor of Landlord for such review and
approval, Tenant shall have the right to proceed with the construction of all
approved alterations, but only so long as such alterations are made by the
Contractor reasonably acceptable to Landlord in strict compliance with the
plans and specifications so approved by Landlord and with the provisions of
this Section 12. All alterations shall be made at Tenant's sole cost and
expense. Tenant shall keep the Project, the Building, and the Premises and
Landlord's interest therein free from any liens arising from any work
performed, materials furnished, or obligations incurred by, or on behalf of,
Tenant (other than by Landlord pursuant to this Lease). Notice is hereby
given that neither Landlord, nor any mortgagee or lessor of Landlord, shall
be liable for any labor or materials furnished to Tenant except as furnished
to Tenant by Landlord pursuant to this Lease. If any lien is filed for such
work or materials, such lien shall encumber only Tenant's interest in
leasehold improvements on the Premises. Within ten (10) days after Tenant
learns of the filing of any such lien, Tenant shall notify Landlord of such
lien and shall either discharge and cancel such lien of record or post a bond
sufficient under the laws of the State of North Carolina to cover the amount
of the lien claim plus any penalties, interest, attorney's fees, court costs,
and other legal expenses in connection with such lien. If Tenant fails to so
discharge or bond over such lien within twenty (20) days after the earlier of
Tenant becoming aware of such lien or written demand from Landlord, Landlord
shall have the right, at Landlord's option, to pay the full amount of such
lien without inquiry into the validity thereof, and Landlord shall be
promptly reimbursed by Tenant, as Additional Rent, for all amounts so paid by
Landlord, including expenses, interest, and reasonable attorney's fees
actually incurred.

     12.2. All construction, alterations and repair work done by or for
Tenant shall: (a) be performed in such a manner as to maintain harmonious
labor relations; (b) not adversely affect any structural component of the
Building or any of the Building's systems or equipment or the safety of the
Project, the Building or the Premises; (c) comply with all building, safety,
fire, plumbing, electrical, and other codes and governmental and insurance


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requirements, including, without limitation, requirements of the American
With Disabilities Act ("ADA"); (d) not result in any usage in excess of
building standard of water, electricity, gas, or other utilities or of
heating, ventilating or air-conditioning (either during or after such work)
unless prior written arrangements satisfactory to Landlord are made with
respect thereto; (e) be completed promptly and in a good and workmanlike
manner; and (f) not unreasonably disturb Landlord or other tenants in the
Building. After completion of any alterations to the Premises, Tenant will
deliver to Landlord a copy of "as-built" plans and specifications depicting
and describing such alterations.

     12.3. Landlord hereby reserves the right and at all times shall have the
right to repair, change, redecorate, alter, improve, modify, renovate,
enclose or make additions to any part of the Project (including structural
elements and load bearing elements within the Premises) and to enclose and/or
change the arrangement and/or location of driveways or parking areas or
landscaping or other common areas of the Project all without being held
guilty of an actual or constructive eviction of Tenant or breach of the
implied warranty of suitability or of any term of this Lease and without an
abatement of Rent. Without in any way limiting the generality of the
foregoing Landlord's rights shall include, but not limited to, the right to
perform, or cause the performance of the following: (i) construct scaffolding
and other structures and perform all work and other activities associated
with such changes, alterations, improvements, modifications, renovations,
and/or additions; (ii) repair, change, renovate, remodel, alter, improve,
modify or make additions to the arrangement, appearance, location and/or size
of entrances or passageways, doors, and doorways, corridors, elevators,
elevator lobbies, stairs, toilets or other common areas; (iii) temporarily
close any Common Area and/or temporarily suspend Building services and
facilities in connection with any repairs, changes, alterations,
modifications, renovations or additions to any part of the Building; (iv)
repair, change, alter or improve plumbing, pipes and conduits located in the
Building, including without limitation, those located within the Premises,
and (v) repair, change, modify, alter, improve, renovate or make additions to
the structural components of the Building or any portion thereof. When
exercising the rights herein, Landlord will use good faith efforts not to
interfere with Tenant's use and occupancy of the Premises.

     13.  USE AND COMPLIANCE WITH LAW.

     13.1. The Premises shall be used only for the purpose of receiving,
storing, shipping and selling (but limited to wholesale sales) products,
materials and merchandise made and/or distributed by Tenant and for such
other lawful purposes as may be incidental thereto, including, but not
limited to, general office activities. Tenant shall not conduct or give
notice of any auction, liquidation or going out of business sale on the
Premises. Tenant will use the Premises in a careful, safe and proper manner
and will not commit waste, overload the floor or structure of the Premises or
the Building in which the Premises is located or subject the Premises to use
that would damage the Premises or the Building in which the Premises located.
Tenant shall not permit any objectionable or unpleasant odors, smoke, dust,
gas, noise or vibrations to emanate from the Premises, or take any other
action that would constitute a nuisance or would disturb, unreasonably
interfere with, or endanger Landlord or any other tenants of the Project.
Outside storage, including without limitation, storage of trucks and other
vehicles, is prohibited without Landlord's prior written consent.
Notwithstanding the foregoing, Tenant may store Tenant's operational mobile
highway radio advisory systems and service vehicles outside in the courtyard
area cross-hatched on the Site Plan for the Project attached hereto as
Exhibit D and made a part hereof by this reference. Tenant, at Tenant's sole
expense, shall use and occupy the Premises in compliance with all laws
(including, without limitation, the Americans with Disabilities Act), orders,
judgments, ordinances, regulations, codes, directives, permits, licensees,
covenants, and restrictions now or hereafter applicable to the Premises
(collectively "Legal Requirements"). The Premises shall not be used as a
place of public accommodation under the Americans with Disabilities Act or
similar state statutes or local ordinances or any regulations promulgated
thereunder, as any or all of them may be amended from time to time. Tenant
shall, at Tenant's expense, make all alterations or modifications, within or
without the


<PAGE>


Premises, that are required by the Legal Requirements related to Tenant's use
or occupation of the Premises. Tenant will not use or permit the Premises to
be used for any purpose or in any manner that would void Tenant's or
Landlord's insurance, increase the insurance risk or cause the disallowance
of any sprinkler credits. If any increase in the cost of any insurance on the
Premises, the Building or the Project is caused, in whole or in part, by
Tenant's use or occupancy of the Premises, or because Tenant vacates the
Premises, then Tenant shall pay the amount of such increase to Landlord. Any
occupancy of the Premises by Tenant prior to the Commencement Date shall be
subject to all obligations of Tenant under this Lease. Any statements set
forth in this Section 13.1 or elsewhere in this Lease regarding the
particular nature of the business to be conducted by Tenant in the Premises
or the uses to be made thereof by Tenant shall not constitute a
representation or warranty by Landlord that such business or uses are lawful
or permissible under any certificate of occupancy for the Premises or the
Building or are otherwise permitted by applicable law. Tenant shall indemnify
and hold Landlord harmless from any loss, cost, or claim or expenses which
Landlord incurs or suffers by reason of Tenant's failure to comply with its
obligations under this Section 13. If Tenant receives notice of any such
directive, order, citation or of any violation of any law, order ordinance,
regulation or any insurance requirement, Tenant shall promptly notify
Landlord in writing of such alleged violation and furnish Landlord with a
copy of such notice.

     13.2. Tenant shall not use or permit the use of the Premises or any
portion of the Project for the storage, treatment, use, production or
disposal of any hazardous substances or hazardous waste (as those terms are
defined under CERCLA or RCRA or any other applicable federal, state or local
environmental protection laws, ordinances, codes, rules or regulations) other
than those which are stored or used in accordance with all applicable laws,
rules and regulations and those which (i) are incidental to and commonly used
in general executive administrative offices or (ii) are wet and gel cell
batteries used or stored by Tenant on the Premises. Tenant does hereby
indemnify and hold Landlord harmless from and against any and all damage to
any property, or injury to or death of any person, as a result of Tenant's
violation of Section 13 of this Lease. Tenant's indemnity shall include the
obligation to reimburse Landlord for any and all costs and expenses
(including reasonable attorney's fees) incurred by Landlord, its agents or
employees as a result of Tenant's violation of of Section 13 of this Lease.

     14.  DAMAGE OR DESTRUCTION.

     14.1. If at any time during the Term of this Lease, the Premises are
damaged by fire or other casualty, Landlord shall notify Tenant within sixty
(60) days after such damage or destruction as to the amount of time Landlord
reasonably estimates it will take to restore the Premises. If the restoration
time is estimated to exceed one hundred fifty (150) days from the date of
such damage or destruction, either Landlord or Tenant may elect to terminate
this Lease upon written notice to the other party given no later than thirty
(30) days after Landlord's notice. If neither party elects to terminate this
Lease and if Landlord estimates that restoration will take one hundred fifty
(150) days or less, then, subject to receipt of sufficient insurance
proceeds, Landlord shall promptly restore the Premises excluding the
improvements installed by Tenant or by Landlord and paid for by Tenant,
subject to delays arising from the collection of insurance proceeds or from
Force Majeure events. Tenant, at Tenant's expense, shall promptly perform,
subject to delays arising from the collection of insurance proceeds or from
Force Majeure events, all repairs or restorations not required to be done by
Landlord and shall promptly re-enter the Premises and commence doing business
in accordance with this Lease. Notwithstanding the foregoing, either party
may terminate this Lease if the Premises are damaged during the last twelve
(12) months of the Lease Term and Landlord reasonably estimates that it will
take more than one (1) month to repair such damage. Tenant shall pay to
Landlord with respect to any damage to the Premises caused by Tenant or any
employee, agent, contractor or invitee of Tenant, the amount of the
commercially reasonable deductible (which shall not exceed $10,000.00) under
Landlord's insurance policy within ten (10) days after presentment of
Landlord's invoice. If the damage caused by Tenant, or Tenant's employees,
agents, contractors or invitees, involves the premises of other tenants,
Tenant shall pay the portion of the deductible that the cost of the
restoration of the Premises bears to


<PAGE>


the total cost of restoration, as determined by Landlord. Base Rent and
Operating Expenses shall be abated for the period of repair and restoration
proportionately based upon the area of the Premises which is not usable by
Tenant. Notwithstanding the foregoing, in no event shall Base Rent or
Operating Expenses abate or shall any termination occur if damage to or
destruction of the Premises is the result of the negligence or willful act or
omission of Tenant, or Tenant's employees, agents, contractors or invitees.
To the extent Tenant is entitled to such abatement, such abatement shall be
the sole remedy of Tenant, and except as provided herein, Tenant waives any
right to terminate the Lease based upon such damage or destruction.

     14.2. Landlord shall have no liability to Tenant for inconvenience, loss
of business or annoyance arising from any repair of any portion of the
Premises or the Building under this Section 14. In the event that Tenant
collects any insurance proceeds (or would have the right to collect such
proceeds if Tenant had been carrying the insurance policies required by this
Lease) on account of damage or destruction to the Leasehold Improvements, and
such Leasehold Improvements are not restored or repaired, either in whole or
in part, then Tenant shall pay to Landlord an equitable portion of such
insurance proceeds (or those that would have been payable to Tenant had it
been carrying the insurance policies required by this Lease) based on the
ratio between the amount that Tenant expended in connection with such
Leasehold Improvements and the amount contributed by Landlord thereto
pursuant to the other terms hereof. The terms of the foregoing sentence shall
survive the termination or expiration of the Term of this Lease.

     14.3. In the event of termination of this Lease pursuant to Section 14
of this Lease, then all Rent shall be apportioned and paid to the date on
which possession is relinquished or the date of such damage, whichever last
occurs, and Tenant shall immediately vacate the Premises according to such
notice of termination; provided, however, that those provisions of this Lease
which are designated to cover matters of termination and the period
thereafter shall survive the termination hereof.

     15.  CONDEMNATION.

     15.1. In the event the whole or substantially the whole of the Building
or the Premises are taken or condemned by eminent domain or by any conveyance
in lieu thereof (such taking, condemnation or conveyance in lieu thereof
being hereinafter referred to as "condemnation"), the Term shall cease and
this Lease shall terminate on the earlier of the date the condemning
authority takes possession or the date title vests in the condemning
authority. In the event that all or substantially all of the Premises is
temporarily taken by eminent domain and such taking causes all or a
substantial portion of the Premises to be unusable by Tenant for a period of
one hundred fifty (150) consecutive days for the uses permitted hereunder in
which Tenant was engaged at the Premises immediately prior to such temporary
taking, and Tenant or Landlord, as the case may be, shows such fact to the
other party to a degree of certainty reasonably acceptable to such other
party, either Landlord or Tenant may terminate this Lease by delivering
written notice thereof to the other within ten (10) business days after the
taking, condemnation or sale in lieu thereof.

     15.2. In the event any portion of the Building shall be taken by
condemnation (whether or not such taking includes any portion of the
Premises), which taking, in Landlord's reasonable and good faith judgment, is
such that the Building cannot be restored in an economically feasible manner
for use substantially as originally designed, then Landlord shall have the
right, at Landlord's option, to terminate this Lease, effective as of the
date specified by Landlord in a written notice of termination from Landlord
to Tenant.

     15.3. In the event of termination of this Lease pursuant to the provisions
of Section 15.1 or 15.2 of this Lease, the Rent shall be apportioned as of such
date of termination; provided, however, that those provisions of this Lease
which are designated to cover matters of termination and the period thereafter
shall survive the termination hereof.

     15.4. All compensation awarded or paid upon a condemnation of any


<PAGE>


portion of the Project shall belong to and be the property of Landlord
without participation by Tenant. Nothing herein shall be construed, however,
to preclude Tenant from prosecuting any claim directly against the condemning
authority for loss of business, loss of good will, moving expenses, damage
to, and cost of removal of, trade fixtures, furniture and other personal
property belonging to Tenant; provided, however, that Tenant shall make no
claim which shall diminish or adversely affect any award claimed or received
by Landlord.

     16. ACCESS AND INSPECTION. Landlord shall retain duplicate keys to all
doors of the Premises. Tenant shall provide Landlord with new keys should
Tenant receive Landlord's consent to change the locks. Landlord shall have
the right to re-enter the Premises at reasonable hours and upon reasonable
prior notice (or, in the event of an emergency or at any time that an event
of default on the part of Tenant is outstanding, at any hour and without any
notice) for any reasonable purpose, including, without limitation, the
following purposes: (a) to exhibit the same to present or prospective
mortgagees, lessors or purchasers during the Term of this Lease and to
prospective tenants during the last year of the Term; (b) to inspect the
Premises; (c) to confirm that Tenant is complying with all of Tenant's
covenants and obligations under this Lease; (d) to clean or make repairs
required of Landlord under the terms of this Lease; (e) to make repairs to
areas adjoining the Premises; and (f) to repair and service utility lines or
other components of the Building. Landlord shall not be liable to Tenant for
the exercise of Landlord's rights under this Section and Tenant hereby waives
any claims for damages for any injury, inconvenience or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises,
and any other loss occasioned thereby.

     17. INDEMNIFICATION. Subject to the provisions of this Section, Tenant
shall, and hereby agrees to, indemnify and hold Landlord harmless from any
damage to any property, or injury to or death of any person, that occurs in
the Premises or on the Project which arises out of or relates to the acts or
omissions of Tenant, its agents, employees, contractors or invitees prior to
the termination or expiration of the Lease or to Tenant vacating possession
of the Premises, whichever last occurs. Without limiting the generality of
the foregoing, Landlord shall not be liable for any injury to persons or
property resulting from the condition or design of, or any defect in the
Project, the Building or the Premises, nor shall Landlord be liable for any
damage or loss caused by other tenants, occupants or persons in the Building
or the Project. Tenant, for itself and its agents, employees, contractors and
invitees, expressly assumes all risks of injury or damage to person or
property, whether proximate or remote, resulting from the condition of the
Project, the Building or the Premises.

     18.  ASSIGNMENT AND SUBLETTING.

     18.1 Without Landlord's prior written consent, which shall not be
unreasonably withheld, Tenant shall not assign this Lease or sublease all or
part of the Premises or mortgage, pledge or hypothecate Tenant's leasehold
interest or grant any concession or license within the Premises. Any attempt
to do any of the foregoing shall be void AB INITIO and of no force or effect.
For purposes of this Section, a transfer of a controlling ownership interest
in Tenant shall be deemed an assignment of this Lease unless such ownership
interests are publically traded on a nationally recognized stock exchange. No
acceptance by Landlord of any Rent, or any other sum of money, from any
assignee, subtenant or other transferee shall be deemed to constitute
Landlord's consent to any assignment, sublease, mortgage, pledge, encumbrance
or other transfer. Tenant acknowledges and agrees that any consent by
Landlord pursuant to this Section shall not be deemed to be a consent to any
subsequent assignment, sublease, mortgage, pledge, encumbrance or any other
agreement or other action to which Landlord's consent is required.

     18.2 Notwithstanding the foregoing, the Tenant may assign this Lease or
sublet the Premises, in whole or in part, to any entity which controls
Tenant, is controlled by Tenant or is under common control with Tenant (a
"Tenant Affiliate") without the prior written consent of Landlord but with
prior written notice to Landlord of such assignment or sublease. Tenant, upon
written request by Landlord, shall provide Landlord with such information and
documentation evidencing that the entity to which the Lease is being or was


<PAGE>


assigned or to which the Premises is being or were sublet qualifies as a
Tenant Affiliate. Tenant shall reimburse Landlord for all of Landlord's
reasonable out-of-pocket costs and expenses, including legal costs and
expenses, incurred in connection with any assignment of this Lease or
sublease of the Premises, in whole or in part. Upon Landlord's receipt of
Tenant's written notice of Tenant's desire to assign this Lease or sublet the
Premises, in whole or in part (other than to a Tenant Affiliate), Landlord
may, but shall not be required to, terminate this Lease with respect to the
space described in Tenant's Notice by giving written notice to Tenant within
thirty (30) days after receipt of Tenant's notice. Any such termination shall
be effective as of the date specified in Tenant's notice for the commencement
of the proposed assignment or sublease.

     18.3 Notwithstanding any such assignment of this Lease or subletting of
the Premises, Tenant, and any guarantor or surety of Tenant's obligations
under this Lease, shall at all times remain fully and primarily responsible
and liable for the payment of Rent and for performance in accordance with the
terms of this Lease (regardless of whether Landlord's approval has been
obtained for any such assignment or subletting). In the event that the Rent
due and payable by a sublessee or assignee (or a combination of the Rent
payable under such sublease or assignment plus any bonus or other
consideration therefore or incident thereto) exceeds the Rent payable under
this Lease, Tenant shall be bound and obligated to pay Landlord as additional
Rent under this Lease fifty percent (50%) of all such excess rental and other
excess consideration within ten (10) calendar days following the receipt
thereof by, or on behalf of, Tenant.

     18.4 If this Lease is assigned or if the Premises is subleased (whether
in whole or in part) or in the event of the mortgage, pledge or hypothecation
of Tenant's leasehold interest or the grant of any concession or license
within the Premises or if the Premises be occupied, in whole or in part, by
anyone other than Tenant, then upon a default by Tenant under this Lease,
Landlord may collect Rent and any other sum of money otherwise due, from the
assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest
was hypothecated, concessionee or licensee or other occupant and, except to
the extent of any excess rentals to which Landlord is entitled as hereinabove
set forth, apply the amount collected to the next Rent payable under this
Lease. All Rent, collected by Tenant shall be held in trust for Landlord and
shall immediately be forwarded to Landlord. No such transaction or collection
of Rent or application thereof by Landlord, however, shall be deemed a waiver
of the terms of this Lease or a release of Tenant from the further
performance by Tenant of its covenants, duties or obligations under this
Lease.

     19. QUIET ENJOYMENT. If Tenant shall perform all of the covenants and
agreements set forth in this Lease which are required to be performed by
Tenant, Tenant shall, subject to the terms and conditions of this Lease, at
all times during the Lease Term have peaceful and quiet enjoyment of the
Premises against any person claiming by, through or under Landlord.

     20. SURRENDER. Upon termination of the Lease Term or earlier termination
of Tenant's right of possession, Tenant shall surrender the Premises to
Landlord in the same condition as received, broom clean, ordinary wear and
tear and casualty loss and condemnation covered by Sections 14 and 15 of this
Lease excepted. Any alterations, improvements and fixtures installed upon the
Premises by or for the benefit of Tenant and all of Tenant's personal
property not removed by Tenant as permitted or required by this Lease, shall
be deemed abandoned and may be stored, removed and disposed of by Landlord,
at Tenant's expense, and Tenant waives all claims against Landlord for any
damages resulting from Landlord's retention and disposition of such property.
All obligations of Tenant hereunder not fully performed as of the termination
of the Lease Term shall survive the termination of the Lease Term, including,
without limitation, indemnity obligations, payment obligations with respect
to Operating Expenses and obligations concerning the condition and repair of
the Premises.

     21. HOLDING OVER. If Tenant retains possession of the Premises after the
termination of the Lease Term or the earlier termination of Tenant's right of
possession, unless otherwise agreed in writing, such possession shall be
subject to immediate termination by Landlord at any time, and all of the
other


<PAGE>


terms and conditions of this Lease (excluding any expansion or renewal option
or other similar right or option) shall be applicable during such holdover
period, except that Tenant shall pay Landlord from time to time, upon demand,
as Base Rent for the holdover period, an amount equal to 150% of the Base
Rent in effect on the termination date, computed on a monthly basis for each
month, or part thereof, during such holding over. All other payments shall
continue under the terms of this Lease. In addition, Tenant shall be liable
for all damages incurred by Landlord as a result of such holding over. No
holding over by Tenant, whether with or without consent of Landlord, shall
operate to extend this Lease except as otherwise expressly provided in this
Lease, and this Section shall not be construed as consent by Landlord for
Tenant to retain possession of the Premises.

     22. EVENTS OF DEFAULT. The occurrence of any of the events described
below shall constitute a default by Tenant under this Lease:

     22.1. Tenant shall fail to pay any installment of Base Rent or any other
payment required under this Lease when due, and such failure shall continue
for a period of ten (10) days from the date such payment was due.

     22.2. Tenant or any guarantor or surety of Tenant's obligations
hereunder shall (i) make a general assignment for the benefit of creditors;
(ii) commence any case, proceeding or other action seeking to have any order
for relief entered on its behalf as a debtor or to adjudicate it a bankrupt
or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts or seeking
appointment of a receiver, trustee, custodian or other similar official for
it or for all or any substantial part of its property (collectively a
"proceeding for relief"); (iii) become the subject of any proceeding for
relief which is not dismissed within sixty (60) days of its filing or entry;
or (iv) die or suffer a legal disability (if Tenant, guarantor or surety is
an individual) or be dissolved or otherwise fail to maintain its legal
existence (if Tenant, guarantor or surety is a corporation, partnership,
limited liability company or other entity).

     22.3. Any insurance required to be maintained by Tenant pursuant to this
Lease shall be canceled or terminated or shall expire or shall be reduced or
materially changed, except, in each case, as permitted in this Lease.

     22.4. Tenant shall not occupy or shall vacate the Premises or shall fail
to continuously operate its business at the Premises for the permitted uses
set forth in Section 1(O) of this Lease, whether or not Tenant is in monetary
or other default under this Lease.

     22.5. Tenant shall attempt, or there shall occur any assignment,
subleasing or other transfer of Tenant's interest in or with respect to this
Lease, except as otherwise permitted in this Lease.

     22.6. Tenant shall fail to discharge any lien placed upon the Premises
in violation of this Lease within thirty (30) days after any such lien or
encumbrance is filed against the Premises.

     22.7. Tenant shall fail to comply with any term or condition of this
Lease other than those specifically referred to in this Section 22, and
except as otherwise expressly provided herein, such default shall continue
for more than thirty (30) days after Landlord has given Tenant written notice
of such default.

     23. LANDLORD'S REMEDIES. Upon the occurrence of any default by Tenant
specified in Section 22 of this Lease, Landlord, at its option, may in
addition to all other rights and remedies provided herein or at law or in
equity, exercise one or more of the remedies set forth below:

     23.1. Termination. Landlord may terminate this Lease by written notice
to Tenant in which event Tenant shall immediately surrender the Premises to
Landlord and if Tenant fails to do so, Landlord may without prejudice to any
other remedy which it may have for possession or arrearages in Rent, enter
upon and take possession of the Premises and expel or remove Tenant and any
other person who may be occupying the Premises, or any part thereof, without


<PAGE>


being liable for prosecution or any claim of damages therefor. Upon any such
termination, Tenant shall be and remain liable for all obligations of Tenant
arising or accruing under this Lease prior to the time of termination and, in
addition thereto, for the damages provided for in Section 23(4) hereof.

     23.2. Terminate Possession. Landlord may terminate Tenant's right of
possession (but not this Lease), by written notice to Tenant specifying the
date of termination in such notice, and, on or after such date, enter upon
and take possession of the Premises and expel or remove Tenant and any other
person who may be occupying the Premises, or any part thereof, by entry,
dispossessory suit or otherwise, without thereby releasing Tenant from any
liability hereunder, without terminating this Lease, and without being liable
for prosecution of any claim of damages therefor, and, if Landlord so elects,
make such alterations, redecorations and repairs as, in Landlord's reasonable
judgment, may be necessary to relet the Premises. Landlord may, but shall be
under no obligation to do so, relet the Premises or any portion thereof in
Landlord's or Tenant's name, but for the account of Tenant, for such term or
terms (which may be for a term extending beyond the Lease Term under this
Lease) and at such rental or rentals and upon such other terms and conditions
as Landlord in its sole discretion may deem advisable, with or without
advertisement, or by private negotiations, and receive the rent therefor.
Upon each such reletting, all rentals and other sums received by Landlord
from such reletting shall be applied, first, to the payment of any
indebtedness other than Rent due hereunder from Tenant to Landlord, second,
to the payment of any costs and expenses of such reletting actually incurred
by Landlord, including lease assumptions, reasonable brokerage fees and
attorneys' fees and the costs of any alterations, repairs, redecorations and
restorations; third, to the payment of Rent and other charges due and unpaid
hereunder; and the residue, if any shall be held by Landlord and applied in
payment of future Rent as the same may become due and payable hereunder or
shall be paid to Tenant to the extent (and only to the extent) provided in
the third following sentence. If such rentals and other sums received from
such reletting during any month are less than the amount of Rent to be paid
during that month by Tenant hereunder, Tenant shall pay such deficiency to
Landlord. Such deficiency shall be calculated and paid monthly. If such
rentals and the sums received from such reletting during any month shall be
more than the amount of Rent to be paid during that month by Tenant
hereunder, Tenant shall have no right to, and shall receive no credit for,
the excess; provided, however, if any such excess shall exist at such time as
this Lease shall terminate, after application of such rentals and sums
received from reletting in the manner hereinabove set forth, such excess
shall be paid to Tenant. No such reentry or taking possession of the Premises
by Landlord (whether through entry, dispossessory suit or otherwise) shall be
construed as an election on Landlord's part to terminate this Lease unless a
written notice of such termination be given to Tenant. Notwithstanding any
such reletting without termination, Landlord may at any time elect by written
notice to Tenant to terminate this Lease for such previous Event of Default.

     23.3. Entry. Landlord may enter upon the Premises, without being liable
for prosecution or any claim of damages therefor, and do whatever Tenant is
obligated to do under the terms of this Lease, and Tenant agrees to reimburse
Landlord on demand for any expenses including, without limitation, reasonable
attorneys' fees, which Landlord may actually incur in thus effecting
compliance with Tenant's obligations under this Lease. Tenant further agrees
that Landlord shall not be liable for any damages resulting to Tenant from
such action.

     23.4. Acceleration. If this Lease is terminated by Landlord as a result
of the occurrence of an Event of Default, Landlord may declare to be due and
payable immediately the excess of (i) the entire amount of Rent and other
charges and assessments which in Landlord's reasonable determination would
become due and payable during the remainder of the Lease Term (determined as
though the Lease has not been terminated) discounted to present value by
using a discount factor of eight percent (8%) over (ii) the then fair market
rental value of the Premises for the remainder of the Lease term discounted
to present value by using a discount factor of eight percent (8%) per annum.
Upon the acceleration of such amounts, Tenant agrees to pay the same at once,
in addition to all Rent and other charges, costs and assessments due as
provided in Section 23.2 hereof, at Landlord's address as provided herein. If


<PAGE>


Landlord exercises its rights under this Section 23.4, Landlord and Tenant
agree that the payment of the aforesaid accelerated amount shall not
constitute a penalty or forfeiture but shall constitute liquidated damages
for Tenant's failure to comply with the terms and provisions of this Lease
(Landlord and Tenant agreeing that Landlord's actual damages in such event
are impossible to ascertain and that the amount set forth above is a
reasonable estimate thereof).

     23.5. Self-Help. Landlord may, at its option, without waiving or
releasing Tenant from obligations of Tenant, make any such payment or perform
any such other act on behalf of Tenant. All sums so paid by Landlord, or
incurred by Landlord in effecting such performance or other act, and all
necessary incidental costs, together with interest thereon at the legal rate
of interest, from the date of such payment by Landlord, shall be payable to
Landlord on demand. Tenant covenants to pay any such sums, and Landlord shall
have (in addition to any other right or remedy of Landlord) the same rights
and remedies in the event of the non-payment thereof by Tenant as in the case
of default by Tenant in the payment of Rent.

     23.6. Cumulative Remedies. No right or remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other right or
remedy, and each and every right and remedy shall be cumulative and in
addition to any other right or remedy given hereunder or now or hereafter
existing at law or in equity or by statute. In addition to the other remedies
provided in this Lease, Landlord shall be entitled, to the extent permitted
by applicable law, to injunctive relief in the case of the violation, or
attempted or threatened violation, of any of the covenants, agreements,
conditions or provisions of this Lease, or to a decree compelling performance
of any of the covenants, agreements, conditions or provisions of this Lease,
or to any other remedy allowed to Landlord at law or in equity.

     24. TENANT'S REMEDIES/LIMITATION OF LIABILITY. Anything contained in
this Lease to the contrary notwithstanding, Tenant agrees that Tenant shall
look solely to the estate and property of Landlord in the Building (and the
actual rents received by Landlord from the Building from and after the date
of any money judgment against Landlord) for the collection of any judgment or
other judicial process requiring the payment of money by Landlord. In no
event shall either Landlord or any partners, shareholders, members or other
principals of Landlord, or any managers or employees of Landlord be
personally responsible or liable for the payment of any such judgment or
process, and, subject to the preceding sentence, the assets of any such party
or person shall not be subject to levy, execution or other judicial process
for the satisfaction thereof. The term "Landlord", as used in this Lease, so
far as covenants or obligations on the part of Landlord are concerned, shall
be limited to mean and include only the owner or owners, at the time in
question, of the fee title to, or a lessee's interest in a ground lease of,
the Land or the Building. In the event of any assignment, conveyance or other
transfer of any such title or interest (each of which may be effected without
Tenant's consent), Landlord herein named (and in case of any subsequent
transfers or conveyances, the then grantor) shall be automatically freed and
relieved from and after the date of such transfer, assignment or conveyance
of all liability as respects the performance of any covenants or obligations
on the part of Landlord contained in this Lease thereafter to be performed.

     25. SUBORDINATION AND ATTORNMENT. This Lease and Tenant's interests and
rights hereunder are and shall be subject and subordinate at all times to the
lien of any mortgage, now existing or hereafter created, on or against the
Project, the Building or the Premises by Landlord, and all amendments,
restatements, renewals, modifications, consolidations, refinancings,
assignments and extensions thereof, without the necessity of any further
instrument or act on the part of Tenant. Tenant agrees, at the election of
the holder of any such mortgage, to attorn to any such holder. Tenant agrees
upon demand to execute, acknowledge and deliver such instruments and other
documents confirming such subordination and such instruments and other
documents of attornment as shall be requested by any such holder. Tenant
hereby irrevocably appoints Landlord as Tenant's attorney-in-fact (such power
of attorney being coupled with an interest) to execute, acknowledge and
deliver any such instrument and instruments for and in the name of Tenant and
to cause any such instrument or other documents to be recorded.


<PAGE>


Notwithstanding the foregoing, any such holder may at any time subordinate
its mortgage to this Lease, without Tenant's consent, by written notice to
Tenant, and thereupon this Lease shall be deemed prior to such mortgage
without regard to their respective dates of execution, delivery or recording,
and in that event, such holder shall have the same rights with respect to
this Lease as though this Lease had been executed prior to the execution,
delivery and recording of such mortgage and had been assigned to such holder.
The term "mortgage" whenever used in this Lease shall be deemed to include
deeds of trust, mortgages, security deeds, security assignments and any other
instrument which creates a lien. Any reference to the "holder" of such a
mortgage shall be deemed to include the beneficiary under a deed of trust.

     26. ESTOPPEL CERTIFICATES. Tenant agrees, from time to time, within ten
(10) days after request of Landlord, to execute and deliver to Landlord, or
Landlord's designee, any estoppel certificate requested by Landlord, stating
that (i) this Lease is in full force and effect; (ii) the date to which rent
has been paid; (iii) Landlord is not in default under this Lease (or
specifying in detail the nature of Landlord's default); (iv) the termination
date of this Lease; and (v) such other matters relating to this Lease as may
be requested by Landlord. Tenant's obligation to furnish each estoppel
certificate in a timely fashion is a material inducement for Landlord's
execution of this Lease. No cure or grace period provided in this Lease shall
apply to Tenant's obligations to timely deliver an estoppel certificate.
Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to
execute on its behalf, and in its name, any such estoppel certificate if
Tenant fails to execute and deliver the estoppel certificate within ten (10)
days after Landlord's written request thereof.

     27. SECURITY SERVICES. Tenant acknowledges and agrees that, while
Landlord may patrol the Project, Landlord is not providing any security
services with respect to the Premises and that Landlord shall not be liable
to Tenant for, and Tenant waives any claim against Landlord with respect to,
any loss by theft or any other damage or injury suffered or incurred by
Tenant in connection with any unauthorized entry into the Project, the
Building or the Premises, or any other breach of security with respect to the
Project, the Building or the Premises.

     28. FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by Landlord or Tenant, Landlord or Tenant shall not be
liable or responsible for, and there shall be excluded from the computation
for any such period of time, any delays due to force majeure, which term
shall include strikes, riots, acts of God, shortages of labor or materials,
war, governmental approvals, laws, regulations, or restrictions, or any other
cause of any kind whatsoever which is beyond the reasonable control of
Landlord or Tenant, as the case may be. Force Majeure shall not excuse or
delay Tenant's obligation to pay Rent or any other amount due under this
Lease.

     29. BROKERS AND COMMISSIONS. Tenant and Landlord each represent and
warrant to the other that it has not entered into any agreement with, or
otherwise had any dealings with, any broker or agent in connection with the
negotiation or execution of this Lease which could form the basis of any
claim by any such broker or agent for a brokerage fee or commission, finder's
fee, or any other compensation of any kind or nature in connection herewith,
other than with Brokers, and each party shall, and hereby agrees to,
indemnify and hold the other harmless from all costs (including court costs,
investigation costs, and attorneys' fees), expenses, or liability for
commissions or other compensation claimed by any broker or agent with respect
to this Lease which arise out of any agreement or dealings, or alleged
agreement or dealings, between the indemnifying party and any such agent or
broker, other than with Brokers. This provision shall survive the expiration
or earlier termination of this Lease. Landlord shall pay a commission to
Commercial Carolina Corporation ("Landlord's Broker") in accordance with a
separate written agreement with Landlord's Broker and shall pay a commission
to Allentown Commercial ("Tenant's Broker") in accordance with the terms
thereof or of a separate written agreement between Landlord and Tenant's
Broker. All brokers, including Brokers, shall be required to execute and
deliver lien waivers as a condition of payment. The parties hereto
acknowledge that Landlord's Broker is acting as agent for Landlord in this
transaction and that Tenant's Broker is acting as agent for Tenant in this
transaction.


<PAGE>


     30. BANKRUPTCY. Tenant acknowledges that this Lease is a lease of
nonresidential real property and therefore agrees that Tenant, as the debtor
in possession, or the trustee for Tenant (collectively the "Trustee") in any
proceeding under Title 11 of the United States Bankruptcy Code relating to
Bankruptcy, as amended (the "Bankruptcy Code"), shall not seek or request any
extension of time to assume or reject this Lease or to perform any
obligations of this Lease which arise from or after the entry of an order for
relief.

     30.1. If the Trustee proposes to assume or to assign this Lease or
sublet the Premises (or any portion thereof) to any person which shall have
made a bona fide offer to accept an assignment of this Lease or a subletting
on terms acceptable to the Trustee, the Trustee shall give Landlord, and
lessors and mortgagees of Landlord of which Tenant has notice, written notice
setting forth the name and address of such person and the terms and
conditions of such offer, no later than twenty (20) days after receipt of
such offer, but in any event no later then ten (10) days prior to the date on
which the Trustee makes application to the Bankruptcy Court for authority and
approval to enter into such assumption and assignment or subletting. Landlord
shall have the prior right and option, to be exercised by written notice to
the Trustee given at any time prior to the effective date of such proposed
assignment or subletting, to accept an assignment of this Lease or subletting
of the Premises upon the same terms and conditions and for the same
consideration, if any, as the bona fide offer made by such person, less any
brokerage commissions which may be payable out of the consideration to be
paid by such person for the assignment or subletting of this Lease. Any
person or entity to which this Lease is assigned pursuant to the provisions
of the Bankruptcy Code shall be deemed, without further act or deed, to have
assumed all of the obligations arising under this Lease and each of the
conditions and provisions hereof on and after the date of such assignment.
Any such assignee shall, upon the request of Landlord, forthwith execute and
deliver to Landlord an instrument, in form and substance acceptable to
Landlord, confirming such assumption.

     30.2. The Trustee shall have the right to assume Tenant's rights and
obligations under this Lease only if the Trustee: (a) promptly cures or
provides adequate assurance that the Trustee will promptly cure any default
under the Lease; (b) compensates or provides adequate assurance that the
Trustee will promptly compensate Landlord for any actual pecuniary loss
incurred by Landlord as a result of Tenant's default under this Lease; and
(c) provides adequate assurance of future performance under the Lease.
Adequate assurance of future performance by the proposed assignee shall
include, as a minimum, that: (i) the Trustee or any proposed assignee of the
Lease shall deliver to Landlord a security deposit in an amount equal to at
least three (3) months Rent accruing under the Lease; (ii) any proposed
assignee of the Lease shall provide to Landlord an audited financial
statement, dated no earlier than six (6) months prior to the effective date
of such proposed assignment or sublease with no material change therein as of
the effective date, which financial statement shall show the proposed
assignee to have a net worth equal to at least twelve (12) months Rent
accruing under the Lease, or, in the alternative, the proposed assignee shall
provide a guarantor of such proposed assignee's obligations under the Lease,
which guarantor shall provide an audited financial statement meeting the
requirements of (ii) above and shall execute and deliver to Landlord a
guaranty agreement in form and substance acceptable to Landlord; and (iii)
any proposed assignee shall grant to Landlord a security interest in favor of
Landlord in all furniture, fixtures, and other personal property to be used
by such proposed assignee in the Premises. All payments required of Tenant
under this Lease, whether or not expressly denominated as such in this Lease,
shall constitute rent for the purposes of Title 11 of the Bankruptcy Code.

     30.3. The parties agree that for the purposes of the Bankruptcy Code
relating to (i) the obligation of the Trustee to provide adequate assurance
that the Trustee will "promptly" cure defaults and compensate Landlord for
actual pecuniary loss, the word "promptly" shall mean that cure of defaults
and compensation will occur no later than sixty (60) days following the
filing of any motion or application to assume this Lease; and (ii) the
obligation of the Trustee to compensate or to provide adequate assurance that
the Trustee


<PAGE>


will promptly compensate Landlord for "actual pecuniary loss", the term
"actual pecuniary loss" shall mean, in addition to any other provisions
contained herein relating to Landlord's damages upon default, payments of
Rent, including interest at the Interest Rate on all unpaid Rent, all
attorney's fees and all related costs of Landlord incurred in connection with
any default of Tenant in connection with Tenant's bankruptcy proceedings.

     31. RULES AND REGULATIONS. Tenant shall, at all times during the Lease
Term and any extension thereof, comply with all reasonable rules and
regulations ("Rules and Regulations") at any time or from time to time
established by Landlord covering use of the Premises, the Building and the
Project. The current Rules and Regulations are attached hereto as Exhibit C.
In the event of any conflict between the Rules and Regulations and other
provisions of this Lease, the other terms and conditions of this Lease shall
control. Landlord shall not have any liability or obligation for the breach
of any Rules and Regulations by any other tenants in the Project or the
Building.

     32. PARKING. The parking area available to Tenant, its employees,
agents, contractors and invitees shall be free and designated on a
non-exclusive, unreserved basis for all Project tenants (including Tenant)
and their respective employees, customers, invitees and visitors. Landlord
shall designate certain parking spaces as being available for visitor
parking. Parking and delivery areas for all vehicles shall be in accordance
with parking regulations established from time to time by Landlord, with
which Tenant agrees to conform. Notwithstanding the foregoing, Landlord
reserves the right to designate certain portions of the parking areas on a
reserved, exclusive basis, including, without limitation, for handicapped,
vans, visitors, cycles, other reserved, courier and loading purposes.

     33.  MISCELLANEOUS.

     33.1. Entire Agreement; Amendments. This Lease and the exhibits and
riders attached hereto set forth the entire agreement between the parties and
cancel all prior negotiations, arrangements, brochures, agreements, and
understandings, if any, between Landlord and Tenant regarding the subject
matter of this Lease, it being acknowledged that any such negotiations,
arrangements, brochures, agreements, and understandings have been fully
incorporated herein and this Lease is a full and final integration of the
agreement of the parties hereto, including without limitation, all such prior
negotiations, arrangements, brochures, agreements, and understandings.
Neither Landlord nor Landlord's agents or brokers have made any
representations or promises with respect to the Premises, the Building or any
other portions of the Project except as herein expressly set forth and all
reliance with respect to any representations or promises is based solely on
those contained herein. No rights, easements, or licenses are acquired by
Tenant under this Lease by implication or otherwise except as, and unless,
expressly set forth in this Lease. No amendment or modification of this Lease
shall be binding or valid unless expressed in writing executed by both
parties hereto.

     33.2. Severability; Headings. Every agreement contained in this Lease
is, and shall be construed as, a separate and independent agreement. If any
term or condition of this Lease or the application thereof to any person or
circumstances shall be invalid or unenforceable, the remaining terms and
conditions contained in this Lease shall not be affected. The article
headings contained in this Lease are for convenience only and shall not
enlarge or limit the scope or meaning of the various and several articles
hereof. Words in the singular number shall be held to include the plural,
unless the context otherwise requires.

     33.3. Successors and Assigns. All agreements and covenants herein
contained shall be binding upon the respective heirs, personal
representatives, successors and assigns of the parties hereto. If there be
more than one Tenant, the obligations hereunder imposed upon Tenant shall be
joint and several. If there is a guarantor of Tenant's obligations hereunder,
Tenant's obligations shall be joint and several obligations of Tenant and
such guarantor, and Landlord need not first proceed against Tenant hereunder
before proceeding against such guarantor, and any such guarantor shall not be


<PAGE>


released from its guarantee for any reason, including any amendment of this
Lease, any forbearance by Landlord or waiver of any of Landlord's rights, the
failure to give Tenant or such guarantor any notices, or the release of any
party liable for the payment or performance of Tenant's obligations
hereunder. Notwithstanding the foregoing, nothing contained in this Section
33.3 shall be deemed to override the terms and conditions of Section 18
(Assignment and Subletting ) of this Lease.

     33.4. Tenant's Authority. If Tenant signs as a corporation, execution
hereof shall constitute a representation and warranty by Tenant that Tenant
is a duly organized and existing corporation, that Tenant has been and is
qualified to do business in the State of North Carolina and in good standing
with the State of North Carolina, that the corporation has full right and
authority to enter into this Lease, and that all persons signing on behalf of
the corporation were authorized to do so by appropriate corporate action. If
Tenant signs as a partnership, trust, or other legal entity, execution hereof
shall constitute a representation and warranty by Tenant that Tenant has
complied with all applicable laws, rules, and governmental regulations
relative to Tenant's right to do business in the State of North Carolina,
that such entity has the full right and authority to enter into this Lease,
and that all persons signing on behalf of Tenant were authorized to do so by
any and all necessary or appropriate partnership, trust, or other legal
entity.

     33.5. Governing Law. This Lease shall be governed by and construed under
the laws of the State of North Carolina.

     33.6.  Time of Essence.  Time is of the essence of this Lease.

     33.7. No Estate. The Lease shall create the relationship of landlord and
tenant only between Landlord and Tenant and no estate shall pass out of
Landlord. Tenant shall have only an usufruct, not subject to levy and sale
and not assignable in whole or in part by Tenant (except as expressly
provided herein).

     33.8. Exhibits. Each of the exhibits attached hereto, and each of the
terms and conditions set forth therein, are hereby incorporated herein, and
shall be deemed to a part of this Lease as if fully set forth herein.

     33.9. Notices. All notices, requests, demands or other communications
required or permitted to be given hereunder shall be in writing and shall be
addressed and delivered by hand or by certified mail, return receipt
requested, or by commercial overnight courier, by hand delivery by reputable
courier, to each party at the addresses set forth below. Any such notice,
request, demand or other communication shall be considered given or
delivered, as the case may be, on the date of receipt. Rejection or other
refusal to accept or inability to deliver because of changed address of which
proper notice was not given shall be deemed to be receipt of the notice,
request, demand or other communication. By giving prior written notice
thereof, any party may from time to time and at any time change its address
for notices hereunder. Legal counsel for the respective parties may send to
the other party any notices, requests, demands or other communications
required or permitted to be given hereunder by such party.

Landlord:   TBC Place Partners, LLC
            c/o OA Development, Inc.
            2801 Buford Highway, NE
            Suite 500
            Atlanta, GA  30329
            Attn: Steve Berman

With a copy to:  Frank L. Wilson, III, Esq.
                 Wilson Brock & Irby, LLC
                 Overlook I, Suite 700
                 2849 Paces Ferry Road
                 Atlanta, Georgia 30339

Tenant:
        Before Commencement Date:


<PAGE>


        Highway Information Systems, Inc.
        4900 Prospectus Drive
        Suite 250
        Durham, North Carolina 27713
        Attention: Andrew Turner

After Commencement Date:
                          Highway Information Systems, Inc.
                          4021 Stirrup Creek Drive
                          Suite 100
                          Durham, North Carolina 27713
                          Attention: Andrew Turner

With a copy to:   Joan Riley, Esq.
                  Quixote Corp.
                  One East Wacker Drive
                  Suite 3000
                  Chicago, IL 60601

     33.10. Landlord Consent. Except as otherwise expressly provided in this
Lease or as otherwise required by law, Landlord retains the absolute right to
withhold any consent or approval in Landlord's sole discretion.

     33.11. Tenant's Financials. At Landlord's request, from time to time,
Tenant shall furnish Landlord with true and complete copies of Tenant's most
recent annual and quarterly financial statements prepared by Tenant or Tenant's
accountants and any other financial information or summaries that Tenant
typically provides to its lenders or principals.

     33.12. No Recording. Neither this Lease nor a memorandum of lease shall be
filed by or on behalf of Tenant in any public record. Landlord may prepare and
file, and upon request by Landlord Tenant will execute, a memorandum of lease.

     33.13. Rules of Construction. The normal rules of construction to the
effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Lease or any exhibits or
amendments hereto.

     33.14. Lease Submission Not Option. The submission by Landlord to Tenant of
this Lease shall have no binding force or effect, shall not constitute an option
for the leasing of the Premises, nor confer any right or impose any obligations
upon either party until execution of this Lease by both parties.

     33.15. No Merger. There shall be no merger of this Lease with any ground
leasehold interest or the fee estate in the Project or any part thereof by
reason of the fact that the same person may acquire or hold, directly or
indirectly, this Lease or any interest in this Lease as well as any ground
leasehold interest or fee estate.

     33.16. Waiver of Jury Trial. Tenant and Landlord waive any right to trial
by jury or to have a jury participate in resolving any dispute, whether sounding
in contract, tort or otherwise, between Landlord and Tenant arising out of this
Lease, or any other instrument, document or agreement executed or delivered in
connection with this Lease or the transactions related hereto.

     33.17. Signs. Tenant shall not make any changes to the exterior of the
Premises, install any exterior lights, decorations, balloons, flags, pennants,
banners or paintings or erect or install any signs, windows or door lettering,
placards, decorations or advertising media of any type which can be viewed from
the exterior of the Premises, without Landlord's prior written consent which
shall not unreasonably withheld or delayed. Upon surrender or vacation of the
Premises, Tenant shall promptly remove, at Tenant's expense, all signs and
repair, paint and/or replace the Building facia surface to which its signs, if
any, are attached. Tenant shall obtain all applicable governmental permits and
approvals for sign and exterior treatments, if any. All signs, decorations,
advertising media, blinds, draperies and other window treatments or bars or
other security installations visible from outside the Premises


<PAGE>

shall be subject to Landlord's approval, which approval shall not be
unreasonably withheld or delayed, and shall conform in all respects to
Landlord's requirements.

     IN WITNESS WHEREOF, Landlord and Tenant have set their hands and seals
hereunto and have caused this Lease to be executed by duly authorized
officials thereof, as of the Date of this Lease.

 LANDLORD:

TBC PLACE PARTNERS, LLC,
a Georgia limited liability company

BY:  Steber, Inc., a Georgia corporation,
     Manager

By:  /s/ Steven Berman, President
     Steven Berman, President

[CORPORATE SEAL]

TENANT:

HIGHWAY INFORMATION SYSTEMS, INC.

By:  /s/ Leslie J. Jezuit
     Name: Leslie J. Jezuit
     Title: President and Chief Operating Officer

[CORPORATE SEAL]




<PAGE>



                                    EXHIBIT A

FLOOR PLAN OF THE PREMISES








<PAGE>



                                    EXHIBIT B

                       LEASEHOLD IMPROVEMENTS WORK LETTER

(LEASEHOLD IMPROVEMENT ALLOWANCE)


     1. Leasehold Improvements. Landlord shall cause the leasehold
improvements to the Premises ("Leasehold Improvements") to be constructed and
installed in a good and workmanlike manner and in substantial accordance with
final plans and specifications ("Working Drawings and Specifications") to be
prepared by Landlord's architect and engineers and approved by Tenant, such
approval not to be unreasonably withheld or delayed. Such plans and
specifications shall be in accordance with the preliminary plans and
specifications furnished by Landlord as of the date hereof , based upon input
by Tenant. In connection with, and in order to expedite, preparation of the
Working Drawings and Specifications, Tenant shall provide comments to, and
shall cooperate with, Landlord and Landlord's architects, engineers and other
consultants promptly following request for such comments. Landlord my
commence construction prior to finalization of the Working Drawings and
Specifications, and Tenant agrees that it shall cooperate with Landlord to
review and approve portions of the Working Drawings and Specifications for
different stages or elements of the work so that construction may proceed on
a "fast track" basis. Unless otherwise agreed to in writing by Landlord and
Tenant, all work involved in the construction and installation of the
Leasehold Improvements shall be carried out under the sole direction of
Landlord. Tenant shall cooperate with Landlord and Landlord's architect,
contractors, employees, agents and other persons in order to promote the
efficient and expeditious completion of such work.

     2. Tenant Change Orders. The Working Drawings and Specifications define
the entire scope of Landlord's obligation to construct or provide the
Leasehold Improvements. Subject to this Paragraph, Landlord shall make
additions or changes to the Working Drawings and Specifications requested by
Tenant ("Tenant Change Orders"). Tenant shall advise Landlord regarding any
Tenant Change Orders in writing. All reasonable costs of reviewing any Tenant
Change Orders, and any and all costs of making any such change shall be at
Tenant's sole cost and expense, and shall be paid pursuant to Paragraph 5 of
this Leasehold Improvement Work Letter. Such costs shall include, without
limitation, costs of architects, engineers and consultants in reviewing and
designing any such changes and the costs of contractors implementing such
changes. When Landlord requests Tenant to provide specific information
regarding any Tenant Change Orders, Tenant shall respond promptly so as not
to delay Substantial Completion of the Leasehold Improvements on or before
the Target Completion Date.

     3. Target Completion Date. Landlord shall use its reasonable efforts to
cause the Leasehold Improvements to be substantially completed on or before
ninety (90) days following the Date of this Lease ("Target Completion Date").
Landlord shall not be liable to Tenant for any damages, losses, costs or
expenses incurred by Tenant because of a failure to substantially complete
the Leasehold Improvements on or before the Target Completion Date.

     4. Leasehold Improvement Allowance. Landlord shall contribute an amount
equal to Twenty-Three and 85/100 Dollars ($23.85) per rentable square foot,
inclusive of all design fees and moving allowance ("Leasehold Improvement
Allowance"). The ceiling grid will be in place with ceiling tiles and lights
stacked on the floor. The Leasehold Improvement Allowance shall be used for
the actual costs of designing and constructing the Leasehold Improvements as
such costs are incurred. Landlord shall pay actual costs, up to a maximum
amount equal to the Leasehold Improvement Allowance, directly to the
contractor promptly following receipt of billing and reasonably satisfactory
documentation, including appropriate contractor affidavits and waivers from
the contractor and all subcontractors engaged in installing or constructing
the Leasehold Improvements. Landlord and Tenant shall use their respective
best efforts to value engineer the design and construction of the Leasehold
Improvements so that the total costs and expenses for the Leasehold
Improvements together with all design, engineering and other fees and
expenses, will not exceed the Leasehold Improvement Allowance. In the event


<PAGE>


that notwithstanding such best efforts, such costs and expenses exceed the
Leasehold Improvement Allowance, Landlord and Tenant shall share equally, and
be responsible for paying for one-half (1/2) of, all such costs and expenses
in excess of the Leasehold Improvement Allowance. Tenant shall pay Tenant's
share of such excess costs and expenses as set forth below in Paragraph 5 of
this Leasehold Improvements Work Letter.

     5. Tenant Responsibility for Leasehold Improvement Costs. Subject to
Landlord's payment of the Leasehold Improvement Allowance, Tenant shall be
responsible for payment of one-half (1/2) of the following: (i) all costs,
including professional fees, of Landlord's architect, space planner, and
other professionals for the review and preparation of the Working Drawings
and Specifications or any Tenant Change Orders or other necessary change
orders thereto; and (ii) all costs to complete the construction and
installation of the Leasehold Improvements, including , but not limited to,
the cost of all labor and materials supplied to construct, install and
complete the Leasehold Improvements, including the contractor's profit and
overhead expenses. Tenant shall pay to Landlord, upon substantial completion
of the Leasehold Improvements or at such earlier date as shall be requested
by Landlord, one-half (1/2) of the amount by which the costs paid or incurred
in connection with the Leasehold Improvements or otherwise required to be
paid hereunder by Tenant exceed the Leasehold Improvement Allowance, such
amount to be indicated on a statement delivered by Landlord to Tenant. Tenant
agrees that in the event it fails to make any required payment required in
this Leasehold Improvements Work Letter in a timely manner, Landlord, in
addition to any and all other remedies to which Landlord is entitled at law
or in equity, shall have the same rights and remedies against Tenant as
Landlord would upon the occurrence of an Event of Default in the payment of
Rent under this Lease.

     6. Substantial Completion of Leasehold Improvements. The Leasehold
Improvements shall be deemed substantially completed ("Substantial
Completion") when, (i) Landlord obtains a temporary certificate of occupancy,
or equivalent, from the local governmental authority having jurisdiction
thereof for the Premises, and (ii) Landlord obtains a written statement
signed by the construction manager (whether an employee or agent of Landlord
or a third party construction manager) ("Construction Manager"), that, in the
opinion of the Construction Manager, the Leasehold Improvements have been
substantially completed in accordance with the Working Drawings and
Specifications, as modified by any Tenant Change Orders or other change
orders, except for punch list items which do not prevent in any material
manner the utilization of the Premises for the purposes for which they were
intended. As soon as Substantial Completion of the Leasehold Improvements has
been achieved, Landlord shall notify Tenant in writing of the date on which
Substantial Completion occurred, and such date, unless Landlord and Tenant
agree to another date in writing, shall be the "Commencement Date" of this
Lease. In the event Tenant, or Tenant's employees, agents or contractors,
cause construction of such improvements to be delayed, the date of
Substantial Completion shall be deemed to be the date that, in the opinion of
the Construction Manager, Substantial Completion would have occurred if such
delays had not taken place. Without limiting the foregoing, Tenant shall be
solely responsible for delays caused by Tenant's request for any changes in
the Working Drawings and Specifications, Tenant's request for long lead time
items or Tenant's interference with the installation and construction of the
Leasehold Improvements, and such delays shall not cause a deferral of the
Commencement Date beyond what it otherwise would have been.

     7. Punch List Work. Tenant shall be entitled to prepare and deliver to
Landlord a list of punch list items ("Punch List") which need to be performed
to finally complete installation and construction of the Leasehold
Improvements in accordance with the Working Drawings and Specifications
("Punch List Work"). The Punch List must be delivered to Landlord within
thirty (30) days of the date of Substantial Completion. Landlord shall
cooperate with Tenant in good faith and shall endeavor to complete, or cause
to be completed, the Punch List Work as soon as reasonably practicable
following delivery of the Punch List as required hereby.


<PAGE>



                                     EXHIBIT C

RULES AND REGULATIONS

1. The sidewalk, entries and driveways of the Project shall not be obstructed
by Tenant, or its employees, agents, contractors or invitees or used by them
for any purpose other than ingress and egress to and from the Premises.

2. Tenant shall not place any objects, including antennas, outdoor furniture,
etc., in the parking areas, landscape areas or other areas outside of its
Premises or on the roof of the Project, except that Tenant shall be permitted
to install an antenna and radio in a location which is in reasonable
proximity to the Premises, subject to approval of such location by Landlord,
such approval not to be unreasonably withheld.

3. Except for seeing-eye dogs, no animals shall be allowed in the offices,
halls or corridors of the Building or the Premises.

4. Tenant shall not disturb the occupants of the Project or adjoining
buildings by the use of any radio or musical instrument or by the making of
loud or improper noises.

5. If Tenant desires telegraphic, telephonic or other electric connections in
the Premises, Landlord or its agent will direct the electrician as to where
and how the wires may be introduced; and, without such direction, no boring
or cutting of wires will be permitted. Any such installation or connection
shall be made at Tenant's expense.

6. Tenant shall not install or operate any steam or gas engine or boiler, or
other mechanical apparatus in the Premises, except an air compressor and
otherwise as specifically approved in the Lease. The use of oil, gas or
inflammable liquids for heating, lighting or other purpose is expressly
prohibited. Explosives or other articles deemed extra hazardous shall not be
brought into the Project.

7. Parking any type of recreational vehicles is specifically prohibited on or
about the Project. Except for the overnight parking of operative vehicles, no
vehicle or any type shall be stored in the parking areas at any time. In the
event that a vehicle is disabled, it shall be removed within 48 hours. There
shall no "For Sale" or other advertising signs on or about any parked
vehicle. All vehicles shall be parked in the designated parking areas in
conformity with all signs and other markings. All parking will be open
parking, and no reserved parking, numbering or lettering of individual spaces
will be permitted except as specified by Landlord.

8. Tenant shall maintain the Building and the Premises free from rodents,
insects and other pests.

9. Landlord reserves the right to exclude or expel from the Project any
person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs or who shall in any manner do any act in
violation of the Rules and Regulations of the Project.

10. Tenant shall not cause any unnecessary labor by reason of Tenant's
carelessness or indifference in the preservation of good order and
cleanliness. Landlord shall not be responsible to Tenant for any loss of
property located on the Project, the Building or the Premises, however
occurring, or for any damage to the personal property of Tenant, or Tenant's
employees, agents, contractors or invitees, by the janitors or any other
employee or person.

11. Tenant shall give Landlord prompt notice of any defects in the water,
lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, heating
apparatus, or any other service equipment affecting the Premises after Tenant
becomes aware of any such defects.

12. Tenant shall not permit storage outside the Premises, including without
limitation, outside storage of trucks and other vehicles, or dumping of water


<PAGE>


or refuse or permit any harmful materials to be placed in any drainage system
or sanitary system in or about the Project, the Building or the Premises.
Notwithstanding the foregoing, Tenant may store up to but not exceeding a
total of fifteen (15) trailers and service vehicles as provided in Section
13.1 of the Lease.

13. All moveable trash receptacles provided by the trash disposal firm for
the Premises must be kept in the trash enclosure areas, if any, provided for
that purpose.

14. No auction, public or private, will be permitted on the Premises, the
Building or the Project.

15. No awnings shall be placed over the windows in the Premises except with
the prior written consent of Landlord.

16. The Premises shall not be used of lodging, sleeping or cooking or for any
immoral or illegal purposes or for any purposes other than those specified in
the Lease. No gaming devises shall be operated in the Premises.

17. Tenant shall ascertain from Landlord the maximum amount of electrical
current which can safely be used in the Premises, taking into account the
capacity for the electrical wiring in the Project and the Premises and the
needs of other tenants and shall not use more than safe capacity. Landlord's
consent to the installation of electric equipment shall not relieve Tenant
from the obligation not to use more electricity than such safe capacity.

18. Tenant assumes full responsibility for protecting the Premises from
theft, robbery and pilferage.

19. Tenant shall not install or operate on the Premises any machinery or
mechanical devise of a nature not directly related to Tenant's ordinary use
of the Premises and shall keep all such machinery free of vibration, noise
and air waves which may be transmitted beyond the Premises.

<PAGE>



                                      EXHIBIT D

                               SITE PLAN OF THE PROJECT




<PAGE>



                                       EXHIBIT E

                             LEGAL DESCRIPTION OF THE LAND

(TBC Place Partners, LLC)

All that tract or parcel of land lying and being in the City of Durham,
Durham County, North Carolina and being more particularly described as
follows:

Beginning at a new iron pipe located in the northern right of way line of
Stirrup Creek Drive, said iron pipe being located south 82 degrees 17 minutes
57 seconds west, 622.43 feet from a PK nail located at the intersection of
the centerlines of Stirrup Creek Drive (60' right of way) and Twin Creeks
Drive (60' right of way), thence running with the northern right of way line
of Stirrup Creek Drive, the following courses, north 88 degrees 26 minutes 40
seconds west, 130.73 feet to a new iron pipe, thence along a curve to the
right having a radius of 770.00 feet and a length of 280.69 feet, a chord
bearing and distance of north 77 degrees 42 minutes 05 seconds west, 279.14
feet to a new iron pipe, thence north 67 degrees 15 minutes 30 seconds west,
287.77 feet to a new iron pipe, thence leaving the northern right of way line
of Stirrup Creek Drive, north 16 degrees 01 minutes 45 seconds east, 519.84
feet to a new iron pipe, thence south 82 degrees 24 minutes 24 seconds east,
632.35 feet to a new iron pipe, thence south 09 degrees 45 minutes 33 seconds
west, 598.99 feet to the point and place of beginning, containing 8.92 acres,
more or less (388,555.20 square feet), as shown on that plat of survey dated
April 6, 1998, last revised August 24, 1998, for TBC Place Partners, LLC,
Steven Berman, Wachovia Bank, N.A., Triangle Park (Raleigh) PIP, Limited
Partnership and Chicago Title Insurance Company by DS Atlantic, Timothy E.
Bowes, North Carolina Registered Land Surveyor L-3455, and as shown as Lot
101 on that plat recorded at Plat Book 141, Pages 135 and 136 Durham County
Register of Deeds.