**Lease
        Agreement**
  
 between
   **Escorial
        Office Building I, Inc., Landlord**
 
 and
   **CARIBE
        WASTE TECHNOLOGIES, INC., TENANT**
 
  
  **TABLE
        OF
        CONTENTS**
  **Page**
 
 1.Reference
        Data; Definitions  1
 
 2.Demise  5
 
 3.Term  5
 
 4.Holding
        Over  5
 
 5.Rent  6
 
 6. Property
        Taxes and Operating Expenses  6
 
 A.Property
        Taxes  6
 B. Operating
        Expense 7
 
 7. Alterations
        or Improvements by Tenant 9
 
 8. Permitted
        Uses 10
 
 9. Building
        Operation and Services; Utilities;
        Parking  10
 
 10. Interruption
        of Services  12
 
 11. Repairs  13
 
 12. Relocation
        of Tenant 14
 
 13. Enjoyment 14
 
 14.Landlord's
        Right of Entry  14
 
 15. Surrender
        of Premises 15
 
 16. Miscellaneous
        Covenants 15
 
 17. Rules
        and Regulations  16
 
 18. Performance
        of Tenant's Covenants  16
 
 19. Eminent
        Domain  17
 
 20. Casualty
        Damage  17
  21. Hold
        Harmless; Public Liability Insurance; Waiver of
        Subrogation    19
 
 22. Certificates  20
 
 23. Subordination
        and Attornment 20
 
 24. Assignment
        and Subletting 20
 
 25. Default 22
 
 26. Landlord's
        Remedies  24
 
 27. Landlord's
        Liability upon Transfer 24
 
 28. Waivers  24
 
 29. Severability  24
 
 30. Notices  24
 
 31. Use
        and Occupancy Tax 25
 
 32. Rights
        Reserved to Landlord and Administrator  25
 
 33. Recording 26
 
 34. Headings
        and Terms 26
 
 35. Pronouns 26
 
 36. Entire
        Agreement and Amendment 26
 
 37. Attorneys'
        Fees  26
 
 38. Further
        Assurances 26
 
 39. Survival 26
 
 40. Cumulative
        Remedies 26
 
 41.Construction  27
 
 42. Effect
        of Certificates  27
 
 43. Governing
        Law  27
 
 44. Brokers 27
 
 
  
  
 EXHIBIT
        A-PLAN
        AND
        DESCRIPTION OF LEASED PREMISES
 
 EXHIBIT
        B-COMMON
        AREAS OF THE BUILDING
 
 EXHIBIT
        C-CONDITIONS
        FOR WORK TO BE PERFORMED BY TENANT
  EXHIBIT
        D-TENANT
        STANDARDS
 
 EXHIBIT
        E-STANDARDS
        FOR OPERATION AND MAINTENANCE OF
        BUILDING
 
 EXHIBIT
        F-RULES
        AND
        REGULATIONS
 
 EXHIBIT
        G-RESERVED
        PARKING SPACES
 
 
 *Table
            of Contents*


1.**Reference
      Data; Definitions**





A.  Any
      reference in this Lease to the following subjects shall incorporate therein
      the
      data stated for the subject in this Section:





LEASE
      DATE:  September
      19, 2006





LANDLORD:  **ESCORIAL
      OFFICE BUILDING I, INC.**





LANDLORD'S
      ADDRESS:   Escorial
      Office Building One


1400
      Avenida Sur - Office Park


Parque
      Escorial


Carolina
      PR
      00987




PO
      Box 363908


San
      Juan, Puerto Rico 00936-3908





TENANT:  **CARIBE
      WASTE TECHNOLOGIES, INC.**





TENANT'S
      ADDRESS: Escorial
      Office Building One


1400 Avenida Sur - Office Park


Suite 203


Parque Escorial


Carolina PR 00987






LEASED
      PREMISES:  As
      described in Exhibit A





RENTABLE
      AREA OF LEASED PREMISES: approximately **1,842** rentable
      square feet ( **1,842
      sq. ft** .) **using
      BOMA System of measurement** .





LEASE
      TERM:  **Five
      (5) years.** Tenant
      shall have the right to terminate this lease at any time after one year,
      provided it gives Landlord written notice six (6) months prior to termination.
      In no event will the notice to vacate be submitted earlier than nine months
      after the lease commencement date.





RENEWAL
      OPTION: Tenant shall have the right to extend the term of this Lease for an
      additional five (5) year period provided it gives Landlord written notice of
      its
      intention to renew no later than six (6) months prior to the expiration of
      the
      original term of this Lease.





GUARANTOR:  The
      Lease
      Agreement is unconditionally guaranteed by Interstate Business
      Corporation.





COMMENCEMENT
      DATE:   September
      1 st ,
      2006





INITIAL
      TERM TERMINATION DATE:  August
      31, 2011





SECURITY
      DEPOSIT:    N/A





BASIC
      RENT: **$19.00** per
      rentable square foot ($34,998) per annum during the first year.







MONTHLY
      INSTALLMENTS OF RENT: The first year includes an additional $10/sq.ft. estimated
      to be the operational expenses for the first year. Operational expenses will
      be
      adjusted after the base year (2006) according to audited financial
      statements.





Basic  Operational  Monthly


During   Monthly
      Rent   Expenses   Rent


Yr.
      1  From
      Sept. 1 st .
      2006
      thru December 31, 2006 2,916.50  1,535.00  4,451.50


Yr.
      2  From
      January 1 st .
      2007
      thru December 31, 2007 3,004.00  Adjusted
      to  Adjusted


Yr.
      3  From
      January 1 st .
      2008
      thru December 31, 2008 3,094.12  expenses  according


Yr.
      4  From
      January 1 st .
      2009
      thru December 31, 2009 3,186.95                  
      fiscal yr. Oper.


Yr.
      5  From
      January 1 st .
      2010
      thru August 31,
      2011 3,282.56 Exp.








*Table
          of Contents*


TENANT'S
      PROPORTIONATE SHARE: **3.3315%**





BASE
      YEAR:  The
      fiscal year for the Building ending on December 31, 2006.





OPERATIONAL
      EXPENSES AJUSTMENT DATE: January 1 st .
      of each
      year, starting
      on January 1 st .
      2007.




PERMITTED
      USES: General office purposes as set forth in Section 8.











**ESCORIAL
      OFFICE BUILDING I,
      INC.,                            CARIBE
      WASTE TECHNOLOGIES, INC.,**


**as
      Landlord                                                                              
as Tenant**








By:__/s/
      Carlos R. Rodriguez________  By:___/s/
      Mark Augenblick___________


Carlos
      R.
      Rodriguez Mark
      Augenblick


President/Chief
      Executive Officer  Chairman/CEO











**INTERSTATE
      BUSINESS CORPORATION**


**as
      Guarantor**











By:___/s/
      J. Michael Wilson______________


J.
      Michael Wilson












*Table
          of Contents*


B.  **Definitions** **.** As
      used herein, the following words and terms shall have the following
      meanings:





" **Additional
      Rent** "
      has the
      meaning assigned to that term in Section 5.




" **Administrator** "
      shall
      mean **Interstate
      General Properties Limited Partnership, S.E.** or any
      successor administrator of the Building designated by Landlord.





" **Basic
      Rent** "
      has the
      meaning assigned to that term in Section 1A.





**“BOMA”** shall
      mean the Standard Method for Measuring Floor Area in Office Buildings of the
      Building Owners and Management Association International, American National
      Standard, ANSI Z65.1-1980 (Reaffirmed 1989).





" **Budget** "
      shall
      mean the operating budget for the Building prepared and approved annually by
      the
      Landlord.





" **Building** "
      has the
      meaning assigned to that term in Section 2.





" **Commencement
      Date** "
      has the
      meaning assigned to that term in Section 1A.





" **Common
      Areas** "
      shall
      mean the common areas of the Building set forth in Exhibit B
      hereto.





" **Common
      Expenses** "
      has the
      meaning assigned to that term in Section 6B(iii)(a).





" **Election
      Notice** "
      has the
      meaning assigned to that term in Section 6A(ii).





" **Event
      of Default** "
      has the
      meaning assigned to that term in Section 25.





" **Expense
      Adjustment Date** "
      has the
      meaning assigned to that term in Section 6B(ii)(b).





" **GAAP** "
      shall
      mean generally accepted accounting principles adopted in the United States
      and
      applied consistently.





" **Improvements** "
      has the
      meaning assigned to that term in Section 7B.





" **Landlord** "
      has the
      meaning assigned to that term in Section 1A.





" **Rentable
      Area** "
      shall
      be determined according to BOMA and shall mean with respect to each floor of
      the
      Building the space within the exterior walls of the Building, less all vertical
      penetrations forming a part of the original Plans and Specifications for the
      Building. If the Leased Premises shall be less than a full floor, any element
      used in common such as washrooms, machinery room, elevator lobby and corridors,
      shall be assigned as part of the Leased Premises on a pro rata basis based
      on
      the total non-common use area of the floor.





" **Rentable
      Area of the Leased Premises** "
      has the
      meaning assigned to that term in Section 1A.





" **Lease
      Term** "
      has the
      meaning assigned to that term in Section 1A.





" **Leased
      Premises** "
      has the
      meaning assigned to that term in Section 1A.





" **Lot** "
      has the
      meaning assigned to that term in Section 2.





" **Normal
      Hours** "
      has the
      meaning assigned to that term in Section 9A(i).





-3-
 *Table
          of Contents*


" **Notifying
      Party** "
      has the
      meaning assigned to that term in Section 21D.





" **Operating
      Expense** "
      has the
      meaning assigned to that term in Section 6B(iii) as limited by
      Section 6B(iv).





" **Operating
      Expense Estimate** "
      has the
      meaning assigned to that term in Section 6B(i).





" **Operating
      Expense Statement** "
      shall
      mean a statement in writing signed by the Landlord, setting forth in reasonable
      detail (1) the Operating Expense for the Operating Year (or portion thereof
      if less than a calendar year) immediately preceding the Operating Year in which
      the statement is issued, (2) Tenant's Operating Expense for such preceding
      Operating Year, (3) the amount of payments of Operating Expense Estimate
      made by Tenant on account of the Tenant's Operating Expense during such
      preceding year, (4) the amount of payments of Operating Expense Estimate
      made by Tenant in the Operating Year in which the Expense Statement is issued,
      and (5) the Operating Expense Estimate for the Operating Year in which the
      Operating Expense Statement is issued. The Operating Expense for each Operating
      Year shall be audited and certified by Landlord's independent certified public
      accountant whose report thereon shall be available for inspection by the Tenant
      at Landlord's office during business hours.





" **Operating
      Year** "
      shall
      mean each calendar year or such other period of twelve (12) months as hereafter
      may be adopted by Landlord as its fiscal year, occur-ring during the Lease
      Term.





" **Prime
      Rate** "
      shall
      mean the rate of interest publicly announced from time to time by the principal
      commercial banks in New York, New York, as their prime or base rate, as
      published on the Wall Street Journal (or, if more than one such rate is
      published in the Wall Street Journal, the highest of the published rates) (the
      “Prime Rate”). In no event shall the interest rate to be charged hereunder
      exceed the maximum permissible legal rate.





" **Property
      Taxes** "
      shall
      mean, with respect to the Leased Premises, all taxes, liens, charges and
      assessments of every kind and nature ordinary or extraordinary, foreseen or
      unforeseen, general or special, levied, assessed or imposed by any governmental
      authority. Notwithstanding the foregoing:





(1) If
      at any time after the date hereof the present system of ad valorem taxation
      of
      property shall be changed or supplanted so that in lieu of or in addition to
      the
      ad valorem tax on property there shall be assessed on Landlord or the Leased
      Premises and related improvements any tax of any nature that is imposed in
      substitution in whole or in part for (or in lieu of) any tax or addition or
      increase in any tax that would otherwise constitute a Property Tax, such other
      tax shall be deemed to be included within the term "Property Tax, but only
      to
      the extent that the same would be payable if the Leased Premises and related
      improvements were the only property of Landlord." Such taxes may include, but
      shall not be limited to, a capital levy or other tax on the gross rents received
      with respect to the Leased Premises, and related improvements, a federal, state,
      Commonwealth of Puerto Rico, municipal or other local income, franchise, profit,
      excise or similar tax, assessment, levy or charge (distinct from any now in
      effect) measured by or based, in whole or in part, upon any such gross
      rents.





(2)  Property
      Taxes shall also include all of Landlord's expenses, including but not limited
      to reasonable attorneys' fees, incurred by Landlord in any effort to lessen
      the
      amount assessed as Property Taxes whether by contesting proposed increases
      in
      assessments or by any other means or procedures that the Landlord may deem
      appropriate under the circumstances; provided, however, that Landlord shall
      have
      no obligation to undertake any appeal or other appropriate procedure so as
      to
      lessen the amount assessed as Property Taxes.


-4-
 *Table
          of Contents*





(3)  Except
      as
      otherwise provided, Property Taxes will not include Landlord's income taxes,
      excess profit taxes, excise taxes, franchise taxes, estate, succession,
      inheritance and transfer taxes.





(4)  There
      shall be excluded from Property Taxes, any tax imposed by any governmental
      entity for the use and occupancy of the Leased Premises that the Landlord is
      required to collect from Tenant; provided, however, Tenant shall pay such use
      and occupancy tax or other tax to Landlord as Additional Rent, without demand,
      at such times as required by any said law.





" **Tenant** "
      has the
      meaning assigned to that term in Section 1A.





" **Tenant's
      Operating Expense** "
      has the
      meaning assigned to that term in Section 6B(i).





" **Tenant's
      Property Taxes** "
      has the
      meaning assigned to that term in Section 6A.





" **Tenant's
      Proportionate Share** "
      shall
      mean with respect to the Leased Premises the percentage set forth in
      Section 1A of this Lease. The percentage set forth in Section 1A has
      been derived from a fraction the numerator of which is the Rentable Area of
      Leased Premises as set forth in Section 1A, and the denominator of which is
      approximately 55,291 square feet, equivalent to the aggregate Rentable Area
      of
      the condominium unit of which the Leased Premises forms a part.





**Use
      and Occupancy Tax** "
      has the
      meaning assigned to that term in Section 31.





2.**Demise****.**





Landlord
      hereby demises and lets to Tenant and Tenant takes and leases from Landlord
      the
      Leased Premises identified in Exhibit A, attached hereto, in the office building
      ("Building") erected on that certain parcel of land identified as Parcel III-9
      (the “Lot”) of the Parque Escorial Development being developed at San Anton Ward
      in the Municipality of Carolina, San Juan, Puerto Rico, which Building is known
      as Escorial Office Building One, together with the right to use in common with
      other tenants and occupants of the Building Common Areas of the Building
      available for general use.





Tenant
      agrees that, for the purpose of this Lease, the Rentable Area of the Leased
      Premises shall be the area set forth in Section 1A.





3.
            **Term**.





The
      Lease
      Term shall commence on the Commencement Date (as set forth in Section 1A) and
      shall continue for the period of the Lease Term set forth in Section 1A hereof,
      unless sooner terminated as herein provided.





4.**Holding
      Over** **.**





If
      Tenant
      retains possession of the Leased Premises or any part thereof after the
      termination of this Lease by expiration of the Lease Term or otherwise, Tenant
      shall pay Landlord (i) an amount, calculated on a per diem basis for each
      day of such retention, equal to the greater of (a) 175% of the Basic Rent
      (set forth in Section 5), or (b) the market rental, as determined by
      Landlord, for the Leased Premises, for the time that Tenant remains in
      pos session of the Leased Premises, plus in each case, all
      Additional Rent and other sums payable hereunder, and (ii) all other
      damages, costs and expenses sustained by Landlord by reason of Tenant's
      retention.





-5-
 *Table
          of Contents*




Without
      limiting any rights and remedies of Landlord resulting by reason of the holding
      over by Tenant, and without granting Tenant any right to continue in possession
      of the Leased Premises, all Tenant's obligations with respect to the use,
      occupancy and maintenance of the Leased Premises shall continue during such
      period of retention.





5.**Rent** .





Tenant
      agrees to pay Landlord the Basic Rent (the "Basic Rent") set forth in
      Section 1A in equal monthly installments in the amount of one-twelfth
      (1/12) of the Basic Rent, in advance on or before the first day of each calendar
      month of the Lease Term.





The
      Basic
      Rent, Tenant's Property Taxes, and Tenant's Operating Expense, and such other
      amounts payable hereunder as Additional Rent as set forth in Sections 6, 11B,
      15A and 18 hereof (collectively, the "Addi-tional Rent"), and any other amounts
      payable and due hereunder shall be paid by Tenant to Landlord, without prior
      notice or demand, and without any set-off or deduction whatsoever, at Landlord's
      address set forth in Section 1A or at such other place as Landlord may
      direct in accordance with Section 30 hereof.




If
      the Lease
      Term commences on a day other than the first day of a calendar month, Tenant
      shall pay to Landlord, on or before the Commencement Date, a pro rata portion
      of
      the monthly installment of the Basic Rent (including any Additional Rent as
      herein provided) due for such a partial month, such pro rata portion to be
      based
      on the number of days remaining in such partial month after the Commencement
      Date.




Tenant
      hereby
      covenants and agrees to pay the Basic Rent, Additional Rent and other sums
      payable to Landlord hereunder when due, and should any payment of Basic Rent
      or
      Additional Rent due hereunder not be paid within five (5) days after its due
      date, or should any other sum due hereunder not be paid within ten (10) days
      after its due date, to pay interest to Landlord on the amount of such payment
      at **five
      percent (5%)** per
      annum (or, whenever this Lease provides for payment of interest) (i) on all
      overdue installments of Basic Rent from the due date thereof to the date of
      payment, (ii) on all payments of Additional Rent from the due date thereof
      until the date of payment, and (iii) on all other sums payable to Landlord
      hereunder from the due date thereof until the date of payment. Upon default
      by
      Tenant in the payment of such Additional Rent or other sums payable hereunder,
      Landlord shall be entitled to all rights and remedies to which it would be
      entitled upon default of the payment of Basic Rent.





6.**Property
      Taxes and Operating Expenses**.





A.**Property
      Taxes****.** Tenant
      shall pay to Landlord as Additional Rent an
      amount equal to Tenant's Proportionate Share of Property Taxes for any tax
      year
      ("Tenant's Property Taxes") which shall be paid in accordance with
      Sections (i) and (ii) below. Tenant's Property Taxes shall be prorated on a
      per diem basis for any partial tax year included within the Lease Term. Tenant's
      Property Taxes shall be paid as follows:





(i)  Commencing
      on the Commencement Date, Tenant shall pay one-twelfth (1/12) of Tenant's
      Property Taxes as shown on the current Operating Tax Statement on a monthly
      basis, together with payments of the Basic Rent, which payments shall continue
      until receipt by Tenant of another statement or other notice from Landlord,
      pursuant to subsection (ii) below, revising the amount of Tenant's Property
      Taxes or increasing the amount of monthly estimated payments.





(ii)  Notwithstanding
      the foregoing Section (i), if at any time after execution of this Lease,
      Landlord receives a notice of any governmental action that results in an
      increase in Property Taxes resulting from an increase in the tax rate or a
      general re-evaluation by the taxing authorities, Landlord may notify Tenant
      in
      writing (the "Election Notice") that Landlord elects to increase the monthly
      payments being made by Tenant pursuant to Section (i) above. Tenant shall
      make such payments to Landlord, as specified in Landlord's Election Notice,
      which shall detail the amount due, or estimated to become due, and the amount
      of
      each increased installment to be paid by Tenant.


-6-
 *Table
          of Contents*








B.**Operating
      Expense****.**





(i) Tenant
      shall pay to Landlord as part of Additional Rent for each Operating Year during
      the Lease Term an amount equal to Tenant's Proportionate Share of Landlord's
      Operating Expense for such Operating Year ("Tenant's Operating Expense"). Tenant
      shall pay to Landlord as Additional Rent, Tenant's Operating Expense for each
      current Operating Year in equal monthly installments in the amount of
      one-twelfth ( 1 / 12 )
      of
      Landlord's estimate of Tenant's Operating Expense for the current Operating
      Year
      based on (a) the Budget for the current Operating Year., or if such Budget
      shall
      not have been approved, on the actual Operating Expense for the Building for
      the
      Operating Year immediately preceding.





(ii) Tenant's
      Operating Expense shall be paid (or credited) in the following
      manner:





(a)  Beginning
      with the Commencement Date and continuing thereafter on the first day of each
      month until receipt of the Operating Expense Statement with respect to the
      Operating Year in which this Lease commences, Tenant shall pay Landlord in
      equal
      monthly installments in advance, concurrently with payments of Basic Rent,
      an
      amount equal to one-twelfth (1/12) of the Operating Expense Estimate as
      specified in Landlord's written notice of its Operating Expense Estimate. If
      the
      Commencement Date of this Lease is not the first day of a month, the Operating
      Expense Estimate payment corresponding to the month in which the Lease Term
      begins shall be prorated and paid for that portion of the month between the
      Commencement Date and the end of such month.





(b)  Within
      180 calendar days following the end of each Operating Year, Landlord shall
      furnish Tenant an Operating Expense Statement, setting forth the information
      described hereof under the definition of Operating Expense Statement. Within
      fifteen (15) calendar days following the receipt of such Operating Expense
      Statement (the "Expense Adjustment Date") Tenant shall pay to Landlord as
      Additional Rent:  (1) the amount by which Tenant's Operating
      Expense for the Operating Year covered by the Operating Expense Statement
      exceeds the aggregate of the Operating Expense Estimate paid with respect to
      such Operating Year; and (2) the amount by which the Operating Expense
      Estimate as shown on the Operating Expense Statement for the current Operating
      Year, multiplied by the number of months elapsed in the current Operating Year
      including the month in which payment is made, exceeds the amount of payments
      of
      the Operating Expense Estimate in the Operating Year in which the Operating
      Expense Statement is issued.





(c)  On
      the
      first day of the first month following receipt by Tenant of any annual Operating
      Expense Statement and continuing thereafter on the first day of each succeeding
      month until the issuance of the next ensuing Operating Expense Statement,
      Tenant shall pay Landlord, as Additional Rent, the amount of the Operating
      Expense Estimate shown on the Expense Statement in equal monthly
      installments.


-7-
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          of Contents*




(iii) "Operating
      Expense" shall include the following expenses incurred by Landlord in connection
      with the operation, repair, maintenance, protection and management of the
      Building and the Lot:





(a)  The
      Landlord's share of common expenses ("Common Expenses") for the Building payable
      under the Ownership Agreement.





(b)  Premiums
      and other charges with respect to all insurance relating to the Leased Premises,
      and all improvements forming a part of the Leased Premises, includ-ing, but
      not
      limited to, physical damage insurance; property loss or damage insurance;
      comprehensive public liability insurance; and the deductible amount with respect
      to all insurance coverage set forth above to the extent that payment is made
      under the policy to cover a casualty covered by the policy.





(c)  The
      cost
      of providing electricity, water, sewer, air-conditioning and ventilation, and
      any and all other utility services, to the Leased Premises.





(d)  The
      cost
      incurred for operation, service, maintenance, inspection, repairs and
      alterations of (i) the Leased Premises, (ii) the security system of
      the Leased Premises; and (iii) the plumbing and electrical systems serving
      the Leased Premises; and the cost of labor, materials, supplies and equipment
      used in connection with all of the aforesaid items.





(e)  The
      cost
      of repainting or otherwise redecorating any part of the Leased
      Premises.





(f)  The
      cost
      of licenses, permits and similar fees and charges related to operation, repair
      and maintenance of the Leased Premises.





(g)  Reasonable
      management, accounting, and audit fees incurred in connection with the property
      management and the preparation and certification of Tax and Operating Expense
      Statements pursuant to this Section 6.





(h)  The
      Municipal License Tax of the Municipality of Carolina, any income or gross
      receipts tax that is limited to income from real property, miscellaneous taxes
      (other than Property Taxes) applicable to the Leased Premises.


(i)  All
      costs
      associated with the installation and maintenance of meters measuring the
      consumption of electricity and water for the Leased Premises.





(iv) Notwithstanding
      the foregoing, "Operating Expense" shall not include expenditures for any of
      the
      following whether made directly by the Landlord or included in the Common
      Expenses paid by the Landlord:





(a) The
      cost of any addition made to the Building, (except costs associated with the
      acquisition and installation or any energy or cost saving devices or costs
      incurred to comply with governmental requirements, whether federal, Commonwealth
      or municipal, or costs for repairs, replacements and improvements that are
      appropriate for the continued operation of the Building as a first-class office
      building or as set forth in subsection (iv)(e)(1) below), including the cost
      of
      preparing Building space for occupancy by a new tenant.




(b)  Repairs
      or other work occasioned by fire, hurricane, flooding, windstorm or other
      insured casualty or hazard, to the extent that Landlord shall receive proceeds
      of insurance therefore.





(c)  Leasing
      commissions and advertising expenses incurred in leasing or procuring new
      tenants.  -8-
 *Table
            of Contents*


(d)  Repairs
      or rebuilding necessitated by condemnation to the extent that Landlord has
      received condemnation proceeds for such repairs or rebuilding.





(e)  Depreciation
      and amortization of the Building or the Leased Premises, other than (1) capital
      expenditures that under GAAP are expenses or regarded as deferred expenses
      and
      (2) capital expenditures for energy or cost saving devices, or appropriate
      to a
      first class office building, or required by law as described in the exception
      to
      (iv)(a) above.





(f)  Franchise
      or income taxes imposed on Landlord.





(g)  The
      cost
      of any work or service performed for any tenant of the Building (other than
      Tenant) to a greater extent or to an immaterially more favorable manner than
      that furnished generally to the tenants and other occupants; and in no event
      shall Tenant pay for any tenant improvement for any other tenant.





(h)  The
      cost
      for any items for which Landlord is reimbursed by insurance, condemnation,
      refund, rebate or otherwise.





(i)  Interest
      and amortization on any mortgage or deed of trust and any rent paid on any
      ground or underlying lease.





(j)  Any
      cost
      representing an amount paid to an entity related to Landlord which is in excess
      of the amount which would have been paid in the absence of such
      relationship.





(k)  Any
      expenses for repairs or maintenance which are covered by warranties, guaranties
      and service contracts (excluding any mandatory deductible).





(v)  The
      Operating Expense shall be "net" and, for that purpose, shall be reduced by
      the
      amounts of any reimbursement received by Landlord with respect to extra air
      conditioning services provided to and charged to tenants.





C.  If,
      upon
      termination of this Lease for any cause, the amount of any Additional Rent
      due
      pursuant to any provision of this Section 6 has not yet been determined,
      and Landlord thereafter determines that Tenant has not paid the full amount
      of
      such corresponding Additional Rent, Landlord shall notify Tenant in writing
      of
      any amount due hereunder and Tenant shall pay such amount within five (5) days
      of the date of Landlord's notice.




7.**Alterations
      or Improvements by Tenant** .





A.  Tenant
      shall not make any improvements, alterations or additions to the Leased Premises
      without the prior written consent of Landlord in each instance, which consent
      shall not be unreasonably withheld or delayed, and then only in accordance
      with
      plans and specifications previously approved by Landlord and subject to the
      conditions set forth in Exhibit C hereto and such other conditions as Landlord
      may require from time to time, including, without limitation, that Tenant be
      required to pay for any increased cost to Landlord occasioned thereby or
      attributed thereto. All alterations or additions shall comply with the Tenant
      standards set forth in Exhibit D hereto. Upon seeking such approval, Tenant
      shall submit to Landlord plans and specifications for such work, together with
      a
      statement of the estimated cost of such work, the name(s) of the proposed
      contractor(s) or subcontractor(s) Tenant proposes to engage to perform the
      same,
      and the date by which such work shall be completed.


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B.  Any
      leasehold improvements to the Leased Premises (the "Improvements") made by
      Tenant, must be accepted by Landlord within sixty (60) days upon completion.
      Upon the termination of this Lease, its renewals or extensions, all Improvements
      made by Tenant to the Leased Premises that Landlord has not requested be removed
      under Section 15 shall become part of the Leased Premises and Landlord
      shall be under no duty to pay any compensation to Tenant therefore.





C.  Failure
      to comply with any of the provisions of this Section 7 (including, without
      limitation, any of the conditions set forth in Exhibits C and D hereto and
      under
      any consent issued by Landlord hereunder) shall constitute an Event of Default
      under Section 25 hereof and upon such default Landlord may pursue any or all
      of
      the remedies provided therefore in Section 26 hereof, or any other remedy
      available to Landlord in law or in equity.





D.  Tenant
      shall promptly pay when due the cost of all Improvements, alterations and
      additions made by Tenant and shall cause any mechanic's liens that may be filed
      with respect thereto or in connection with any other work contracted for by
      Tenant to be immediately discharged, and shall indemnify Landlord against any
      loss, cost or expense occasioned, directly or indirectly, as a result of such
      Improvements, alterations and additions.




8.**Permitted
      Uses**.





Tenant
      covenants and agrees to use and occupy the Leased Premises in conformity with
      all laws, orders, rules, regulations, or requirements of any governmental entity
      and solely for the uses specified in Section 1A hereof and, in any event,
      only as an office in which the occupant conducts such activities and businesses
      as are from time to time commonly and customarily carried on in first-class
      office buildings; and provided further that the Leased Premises are not used
      as: **(i)
      offices for veterinarians, (ii) offices for political parties or political
      action committees of any kind, (iii) offices for labor unions, (iv) consulates,
      (v) dance studios, (vi) credit rating agencies, (vii) clinical laboratories,
      or
      (ix) restaurants, cafeterias, bars, lounges and drugstores.** Tenant
      further covenants and agrees not to use or permit any use of the Leased Premises
      that may create any safety hazard; would endanger the Leased Premises, the
      Building or the occupants of same; would disturb or annoy other tenants; would
      interfere with the rights, comfort, convenience and safety of other tenants
      or
      occupants of the Building; or would cause any increase in premium for any
      insurance that may be in effect with respect to the Lot and Building from time
      to time.




9.**Building
      Operation and Services; Utilities; Parking****.**





A.  The
      following services are provided to the Building under the supervision and
      control of the Administrator:





(i)  Ventilating
      and air conditioning to provide reasonably comfortable temperature and
      ventilation in the Common Areas of the Building and air conditioning for
      connection to the distribution system on the floor of the Building where the
      Leased Premises are located during normal business operation, Monday through
      Friday from **7:00 a.m.
      to 7:00 p.m., and Saturdays from 8:00 a.m. to
      12:00 p.m.,** except
      legal holidays in the Common-wealth of Puerto Rico ("Normal Hours"). Ventilating
      and air conditioning service shall be subject to such rules and regulations
      issued by any governmental agency with jurisdiction over the matter from time
      to
      time;





(ii) Water,
      electric and telephone services for connection to the distribution systems
      for
      these services on the floor of the Building where the Leased Premises are
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(iii) Cleaning
      and janitorial services for the Building including the Leased Premises and
      the
      common areas of the floor where the Leased Premises are located, of a scope,
      quality and frequency of such services customarily provided by landlords in
      first-class office buildings in Carolina, Puerto Rico;





(iv) Fully
      automatic elevator service for the use of tenants and visitors for access to
      and
      from floors of the Building;





(v)  A
      fire protection system for the first floor of the Building, including regular
      checking, testing and servicing thereof;





(vi)  Fumigating
      services for the Leased Premises and the Common Areas of the Building, with
      a
      frequency of no less than once a month; and





(vii)  Replacement
      lighting tubes, lamps, bulbs, and ballasts required in the Common
      Areas.





B.  The
      following services shall be provided by Landlord at Tenant's expense either
      through separate metering (as to utilities) or on the basis of a pro rata
      allocation among the occupants of the floor:





(i) Ventilation
      and air conditioning in the Leased Premises;





(ii) All
      water consumed in the Leased Premises (including water for the lavatories
      located in the Leased Premises) as shown on the meter installed by
      Landlord;





(iii) All
      electricity consumed in the Leased Premises, as shown on the meter installed
      by
      Landlord, if any;





(iv)  A
      fire protection system for the Leased Premises.


C.  Tenant
      shall install and use the utilities furnished by Landlord (including water,
      electricity, and telephone supplied to or serving the Leased Premises) in
      accordance with Landlord's reasonable rules and regulations and the rules and
      regulations of the public utility company or the governmental agency supplying
      the same. Tenant shall not at any time overburden or exceed capacity of the
      mains, feeders, ducts, distribution boxes, conduits or other facilities by
      which
      such utilities are supplied to, distributed in or serve, the Leased Premises.
      If
      Tenant desires to install any equipment that shall require additional utility
      facilities of a greater capacity than the facilities to be provided by the
      Administrator, such installation shall be at Tenant's sole cost and expense
      and
      shall be subject to (i) Landlord's prior written approval of Tenant's plans
      and specifications therefore, (ii) the terms and conditions contained in
      Exhibits C and D hereto, and (iii) such additional terms and
      conditions as Landlord may deem to be necessary and proper. If approved by
      Landlord, Tenant agrees to pay Landlord, on demand, the cost for providing
      such
      additional utility facilities of greater capacity, including the installation
      or
      adjustment of any meters measuring the consumption of such utility facility
      or
      additional utility capacity. Landlord shall not be liable in damages or
      otherwise for any interruption in the supply of any utility to the Leased
      Premises nor shall any such interruption constitute any ground for an abatement
      of any of the rents provided hereunder.





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E.  If
      the
      Tenant wishes to have cleaning or extermination services performed in the Leased
      Premises beyond those provided by the Administrator as set forth in
      Section 9A hereof, Tenant shall provide the same, at its sole cost and
      expense. Any ventilation and air conditioning provided by the Administrator
      to
      the Leased Premises outside of Normal Hours at the request of the Tenant shall
      be at Tenant's sole cost and expense in accordance with rates established by
      the
      Administrator from time to time.





F.  Should
      Landlord elect or be required by law to supply any utility services used or
      consumed in the Leased Premises, Tenant agrees to purchase from and pay Landlord
      for the same at a cost not to exceed that which the utility company would have
      charged Tenant for furnishing such utilities. If Landlord is furnishing Tenant
      any utility or utilities hereunder, Landlord, at any time, at Landlord's option
      and upon not less than thirty (30) days prior notice to Tenant, may discontinue
      furnishing any utility to the Leased Premises; and in such case, Tenant shall
      contract with the public service company supplying such utility directly from
      such public service company.





G.  The
      Building parking garage is available for the use of tenants and other occupants
      of the Building. With the exception of parking spaces reserved for visitors, **one**  **[1]** covered
      space and **one
      [1]** uncovered space has been assigned to Tenant's use and Tenant shall pay to
      Landlord as Additional Rent the sum of **$75.00** per
      month per covered parking space and **$60.00** per
      month
      per uncovered parking space. The reserved spaces are identified in **Exhibit** G
      hereto.
      Landlord may increase the monthly parking charge at the beginning of each lease
      year, starting with the second lease year. Tenant will comply with all rules
      established from time to time by the Administrator for the operation and use
      of
      the Building parking garage, including the use of the garage by Tenant's
      visitors. The availability of visitor parking cannot be guaranteed, but Landlord
      will use its best efforts to see that visitor parking is used equitably by
      visitors to the Building.





10.**Interruption
        of Services** **.**
 
 A.   Landlord
        shall use its best efforts to provide the services set forth in this Lease;
        however Landlord makes no warranty that such services set forth in Section
        9
        herein or otherwise shall be free of interruption. Tenant acknowledges that
        any
        one or more of such services may be suspended in the event of strike, accident,
        weather conditions, casualty, or other conditions reasonably beyond the control
        of Landlord; or if repairs or alterations are required to any portion of
        the
        Building, or to the areas adjacent to the Building.
 
 Any
        such
        interruption or suspension of services shall not be deemed to be an actual
        or
        constructive eviction; nor a disturbance by the Landlord of Tenant’s quiet use
        and enjoyment of the Leased Premises, nor any part of thereof, nor shall
        Tenant
        be entitled to an abatement of Rent, nor otherwise relieved of any of Tenant’s
        remaining obligations under this Lease. Notwithstanding the foregoing, in
        the
        event of any such failure which (i) renders the Leased Premises untreatable,
        (ii) is within Landlord's control to remedy and (iii) continues uninterrupted
        for a period of seven (7) business days, the Annual Base Rent shall abate
        for
        the number of days such failure continues beyond such seven (7) business
        day
        period.
 
 B. Administrator and Landlord reserve the right to stop any service or utility
        system, when necessary by reason of accident or emergency or until necessary
        repairs or replacements have been completed. Except in case of emergency
        repairs, Administrator or Landlord shall give Tenant reasonable advance notice
        of any contemplated stoppage and will use reasonable efforts to avoid
        unnecessary inconvenience to Tenant by reason thereof. In the event of such
        stoppage, Landlord shall exercise reasonable diligence in promptly restoring
        such service or utility system.


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**11.****Repairs****.**





A.  Landlord
      shall be responsible for making all repairs necessary to maintain the plumbing,
      the fire protection, sprinkler and security systems, ventilating, air
      conditioning and electric systems of the Building and those serving the Leased
      Premises; the elevators servicing the Building; the electric feeder lines
      carrying electricity to the distribution boxes servicing each floor of the
      Building(but not including the cost of maintenance and repair of the electric
      lines carrying electricity from the distribution box to the Leased Premises);
      external windows; and structural components of the floors (excluding carpet,
      linoleum, wood or other flooring installed by Tenant or Landlord). Landlord
      shall be responsible for maintaining any connections to the Building plumbing,
      electric and air conditioning systems, and for making all repairs to the meters
      installed for measuring utility consumption pursuant to Section 9E hereof.
      Landlord shall not be obligated to commence any such repairs within the Leased
      Premises (other than normal air conditioning maintenance) until after receipt
      of
      written notice from Tenant that such repair is needed. If any such repair is
      caused by any act, omission or negligence of Tenant or its employees, agents,
      invitees, licensees, subtenants, or contractors, Landlord shall have the right
      to make the repair at Tenant's sole cost and expense, provided that if the
      damage necessitating such repairs is covered by insurance carried by Landlord
      or
      Tenant, the proceeds of such insurance shall be made available by Landlord,
      or
      by Tenant, as the case may be, to cover the cost of such repairs and the rights
      of any party, and of its insurer, shall be subject to the provisions of
      Section 21D. If Tenant requires maintenance, servicing, repair or
      replacement of any special plumbing, ventilating, air conditioning, electric,
      fire protection or sprinkler system installed for the Tenant's benefit in the
      Leased Premises, such as any special air extractor equipment, whether or not
      such system is tied into the standard Building systems, such maintenance,
      servicing, repair or replacement shall be made by Landlord, its agents, or
      contractors, or, if Landlord shall so determine, by engineers or contractors
      engaged by Tenant and approved by Landlord, but, in either event, at the sole
      expense of Tenant, unless the need for such repairs is caused solely by the
      negligence or willful misconduct of Landlord or Administrator, their
      contractors, agents or employees. Any repairs by Landlord for Tenant's account
      shall be performed by Administrator, or under Administrator's supervision and
      the cost of such repairs shall be at rates competitive in the San Juan market
      for work of the same type.





B.  All
      replacement of lighting tubes, lamps, bulbs and ballasts required in the Leased
      Premises will be done by Landlord at Tenant’s expense.





C.  Tenant
      shall maintain the Leased Premises and the fixtures and appurtenances therein
      including, but not limited to, ceilings, partitions, doors, lighting fixtures,
      switches, floor coverings, alterations, additions and Improvements made by
      Tenant in good order and repair, in a neat and clean condition, at all times,
      except that as set forth in Section 9A hereof, Administrator shall provide
      basic cleaning and extermination services to the Leased Premises. Landlord
      shall
      provide regular maintenance to and service the ventilating and air conditioning
      equipment servicing the Leased Premises (for example, without limitation,
      regular filter changes and fan belt replacement).





Except
      with regard to repair or replacement following a casualty or an eminent domain
      taking, or due to the negligence or willful misconduct of the Administrator
      or
      the Landlord, or as specified in Sections 11A or 11B above, the Tenant shall
      be
      responsible for all maintenance, repair and replacement of any kind and nature
      of the Leased Premises, at Tenant's sole expense. Except as specified in
      Section 11A or 11B and subject to Section 21D, Tenant shall reimburse
      Landlord for all costs and expenses of repairing and replacing all damage or
      injury to the Leased Premises and Building and to fixtures and equipment caused
      by Tenant or its employees, agents, invitees, licensees, subtenants, or
      contractors, or as the result of all or any of them moving in or out of the
      Building or by installation or removal of furniture, fixtures or other
      property.




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If
      Tenant
      shall fail, refuse or neglect to make repairs in accordance with the terms
      and
      provisions of this Lease or if Landlord is required to make any repairs by
      reason of any act or omission to act, where action is required by the terms
      of
      this Lease, or negligence of Tenant, or its employees, agents or contractors,
      after Landlord shall have given to Tenant thirty (30) days' prior written notice
      (except in case of an emergency), Landlord shall have the right, at its option,
      to make such repairs on behalf of and for the account of Tenant and to enter
      upon the Leased Premises for such purposes, but nothing contained in this
      Section 11B shall be deemed to impose any duty upon Landlord to make such
      repairs. Any cost or expense incurred by Landlord in making such repairs and
      chargeable to Tenant as herein provided shall constitute Additional Rent and
      shall be paid concurrently with the next installment of Additional Rent
      following Tenant's receipt of Landlord's invoice for such expenses and to the
      extent that Landlord is reimbursed therefor under any policy of insurance,
      the
      amount payable by Tenant hereunder shall be reduced by the amount of such
      reimbursement.





D.  Landlord
      shall not be liable by reason of any injury to or interference with Tenant's
      business arising from the making of any repairs, alterations, additions or
      Improvements in or to the Leased Premises, the Building or to any appurtenances
      or equipment therein, unless such injury or interference shall be caused by
      (i) Landlord's gross negligence or willful misconduct. Except as provided
      below, there shall be no abatement of rent because of such repairs, alterations,
      additions or Improvements or because of any delay by Landlord in making the
      same
      or any interruption in any service to be provided by Landlord connected
      therewith, provided, however, that (a) Landlord shall use its best efforts
      to complete such work as soon as reasonably possible.





E.  After
      learning of same, Tenant shall give Landlord prompt written notice of any
      accidents to, or defects in plumbing, electrical, air conditioning, ventilating,
      sprinkler, fire protection systems, electric feeder lines and distribution
      boxes, meters measuring consumption of electricity and water and any
      appurtenances or equipment located in the Leased Premises.




**12.**
            
            **Relocation
                of Tenant**.




If
      during
      the Term Landlord requires the Leased Premises for use in conjunction with
      the
      expansion of a space needed by another tenant, or if Landlord requires the
      Leased Premises for rehabilitation, refurbishment, or modernization of a full
      floor, half floor, or quarter floor, Landlord may, at its sole discretion,
      relocate Tenant to another space (the "New Space") within the Building, provided
      (i) the New Space contains substantially the same number of rentable square
      feet
      as the Leased Premises; (ii) the New Space is in substantially the same manner
      as the Leased Premises; and (iii) Landlord will cover the cost of removing
      Tenant's furnishing, moveable fixtures, and equipment from the Leased Premises
      into the New Space.





**13.**
            
            **Enjoyment****.**





Upon
      paying the Basic Rent, all Additional Rent and all other sums and charges herein
      provided for and, upon observing, keeping and performing all of Tenant's
      covenants, agreements and conditions under this Lease, Tenant shall have the
      right to use and enjoy the Leased Premises through-out the Lease Term without
      hindrance by Landlord or by anyone claiming by, through or under Landlord,
      subject, however, to the exceptions, reservations and conditions of this
      Lease.





**14.****Landlord's
      Right of Entry****.**





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Landlord
      and Administrator shall have the right to enter the Leased Premises during
      normal business hours (or, in the case of an emergency, at any time) for
      purposes of operation, protection, inspection, maintenance, repair and
      replacement of the Building or any part thereof, including but not limited
      to,
      ensuring that the sprinkler and fire protection systems of the Leased Premises
      are in working order; inspection of any Improvements, alterations or additions
      to the Leased Premises made by Tenant, its contractor(s), subcontractor(s)
      or
      agent(s) pursuant to Section 7 hereof; to insure Tenant's compliance with
      provisions of this Lease; to make any repairs, replacements, or alterations
      to
      the Building or do any work that Administrator or Landlord may deem necessary;
      and also, to show the Leased Premises to prospective purchasers and mortgagees
      of the floor where the Leased Premises are located and to prospective tenants
      during the last six (6) months of the Lease Term.





**15.****Surrender
      of Premises****.**




A.  Any
      Improvements to the Leased Premises, made by or at the request of Tenant shall
      remain upon the Leased Premises at the expiration or earlier termination of
      this
      Lease and at such expiration shall become the property of Landlord unless
      Landlord, with respect to any Improvements identified by Landlord pursuant
      to
      Section 7A as being extraordinarily expensive to remove or unlikely to be
      useful to a future tenant, shall give written notice to Tenant to remove such
      Improvements, alterations and additions. If Tenant shall be required or
      permitted by Landlord to remove any Improvements, Tenant shall repair any damage
      caused by the installation or removal of any Improvement (including, without
      limitation, repairing and patching holes, replacing ceiling, floor and wall
      surfaces and repainting). Should Tenant fail to remove any such Improvements
      or
      to repair such damage when so required by Landlord pursuant to this
      Section 15, Landlord, at its option, its agents or contractors, may perform
      such work at Tenant's sole cost and expense, which shall be paid by Tenant
      to
      Landlord as Additional Rent concurrently with the next installment due of
      Additional Rent. In addition, Landlord shall have the right to treat as
      abandoned personal property any alterations, Improvements or additions to the
      Leased Premises that Tenant fails to remove in the manner provided herein,
      and
      may exercise any right set forth in Section 15B below, except that no
      notice to Tenant shall be required before the exercise of any right set forth
      in
      Section 15B.





B.  Any
      personal property that shall remain in the Leased Premises or any part thereof
      upon the expiration or earlier termination of this Lease shall be deemed to
      have
      been abandoned by Tenant and Landlord may retain it as Landlord's property
      or
      dispose of it in such manner as Landlord may deem fit. Should Tenant fail to
      dispose of such personal property upon expiration or any other termination
      of
      this Lease, Landlord may, at its option, dispose of it, at Tenant's sole cost
      and expense. If such personal property or any part thereof shall be sold by
      Landlord, Landlord shall receive and retain the proceeds of such sale(s) as
      Landlord's property. The covenants contained in this Section 15 shall
      survive the expiration or earlier termination of this Lease.





**16.****Miscellaneous
      Covenants** **.**





Tenant
      shall faithfully perform all of the covenants and conditions to be performed
      and
      observed by Tenant hereunder. In addition to those covenants and conditions
      that
      are set forth elsewhere herein, Tenant agrees:





A.  To
      secure
      and maintain in effect any governmental approvals, licenses, and permits that
      may be required for Tenant's use and occupancy of the Leased
      Premises.





B.  To
      comply
      with all applicable laws, codes and regulations of governmental authorities
      applicable to use and occupancy of the Leased Premises and all rules and
      regulations of insurers of the Leased Premises and the National Board of Fire
      Underwriters as such rules and regulations apply to Tenant's use and occupancy
      of the Leased Premises.


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C.  Not
      to
      place, erect, maintain, or display any sign or other marking of any kind
      whatsoever on the exterior surface of the walls of the Leased Premises or on
      any
      door that faces any common corridor or hallway, without the prior written
      approval of the Landlord, provided that the sign conforms to the standards
      then
      established generally for the Building; and without the prior written approval
      of Landlord, not to install or replace any entrance door or other door facing
      any common corridor or hallway other than with the standard door approved by
      Landlord.





D.  Without
      the prior written consent of Administrator, not to use or place any awnings,
      curtains, blinds, drapes, coverings or signs over any exterior windows or upon
      the window surfaces that would be visible from the outside of the Building
      except as approved by Landlord.





E.  Without
      the prior written consent of Administrator not to place within the Leased
      Premises or bring into the Building any machinery, equipment or other personalty
      other than the customary office furnishings and office equipment, or any
      machinery or other personalty having a weight on the average in excess of the
      floor bearing capacity of **seventy
      (70) pounds per square foot** .
      Landlord, in its sole discretion, may condition any consent given pursuant
      to
      this Section 16E upon the requirement that Tenant pay all costs of all
      structural and other altera-tions, changes or additions required to be made
      to
      the Leased Premises and Building, for the safe support of such machinery,
      equipment or personalty, together with all costs of engineering or other studies
      required to determine the required struc-tural and other alterations, changes
      or
      additions.


**17.****Rules
      and Regulations****.**





Tenant
      covenants and agrees that Tenant, its subtenants, and their agents, servants,
      employees, invitees, licensees and other visitors shall observe faithfully,
      and
      comply strictly with, the Rules and Regulations contained in Exhibit F
      hereof, and upon written notice thereof to Tenant, such other reasonable Rules
      and Regulations as the Administrator or Administrator may adopt from time to
      time. Landlord shall use its best efforts to enforce the Rules and Regulations
      or terms, covenants and conditions in any other lease agreement relating to
      the
      Building with respect to any other tenant, and, provided Landlord has used
      its
      best efforts to enforce such Rules and Regulations, Landlord, Administrator
      or
      Administrator shall not be liable to Tenant for violation of the same by any
      other tenant, subtenants, and their agents, servants, employees, invitees,
      licensees and other visitors. Tenant shall cooperate with Landlord by promptly
      advising Landlord of any violations of such Rules and Regulations that come
      to
      Tenant's attention so that Landlord can take appropriate action to correct
      any
      violation.




**18.**
            
            **Performance
                of Tenant's Covenants**.





If
      Tenant
      fails to perform any covenant or observe any condition to be performed or
      observed by Tenant hereunder or acts in violation of any covenant or condition
      hereof, Landlord or Administrator may, but shall not be required to, on behalf
      of Tenant, perform such covenant and take such action, including entering upon
      the Leased Premises, as in the Landlord's sole discretion may be necessary
      or
      appropriate to meet the requirements of any such covenant or condition;
      provided, however, that Landlord shall give Tenant at least ten (10) days'
      prior
      written notice of Landlord's intention to do so, unless an emergency situation
      exists, in which case Landlord or Administrator shall have the right to proceed
      immediately. All costs and expenses, including reasonable attorneys' fees,
      incurred by Landlord or Administrator in performing such covenant plus interest
      at the Prime Rate plus five percent (5%) computed from the date such
      expenditure(s) is (are) made by Landlord or Administrator shall constitute
      Additional Rent, which shall be paid by Tenant to Landlord upon demand, but
      in
      any event no later than the due date of the next installment of Additional
      Rent.
      Landlord's rights under this Section are in addition to any other rights and
      remedies of Landlord hereunder and at law.




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**19.****Eminent
      Domain****.**





A.  In
      the
      event of exercise of the power of eminent domain whereby (i) such portion
      of the Building is taken such that access to the Leased Premises is permanently
      impaired thereby and Landlord has not provided reasonable alternate access
      within a time period that is reasonable under the circumstances, (ii) all
      or substantially all of the Leased Premises or the Building is taken,
      (iii) less than substantially all of the Building is taken but the
      Administrator, acting in good faith, determines that it is economically
      unfeasible to continue to operate the uncondemned portion of the Building as
      a
      first-class office building, or (iv) less than substantially all of the
      Leased Premises is taken, but Tenant, acting in good faith, determines that
      because of such taking it is economically unfeasible to continue to conduct
      its
      business in the uncondemned portion of the Leased Premises, then in the case
      of
      (i) or (ii) either party, in the case of (iii) Landlord, and in
      the case of (iv), Tenant, shall have the right to terminate this Lease as of
      the
      date when possession of all or that part of the Building is taken by or is
      required to be delivered or surrendered to the condemning authority; and in
      such
      case all rent and other charges payable hereunder shall be adjusted to the
      date
      of such termination. A taking shall include the transfer of the title or of
      any
      interest in the Building by deed or other instrument in settlement of or in
      lieu
      of transfer by operation of law incident to condemnation
      proceedings.


B.  Unless
      this Lease shall have been terminated under A above, in the event a portion
      of
      the Building shall be condemned for public use or voluntarily transferred to
      a
      public or quasi-public body in lieu of proceeding to a judgment of condemnation,
      and Tenant shall determine that it is able to carry on its normal business
      operations, Tenant shall pay rent for only such portion which Tenant in its
      determination may reasonably occupy after such partial condemnation or transfer.
      All repairs by Landlord necessary to restore the Leased Premises or Building
      as
      nearly as possible to its original condition shall be:


(i) commenced within forty-five (45) days after the taking or transfer;





(ii) performed in a diligent and workmanlike manner with a material of at least
      the
      same quality utilized originally in the construction of the
      Building.





(iii) completed
      by Landlord at Landlord's sole expense with a minimum of interference with
      Tenant's normal business operations.





If
      in
      Tenant's determination landlord shall not have performed any of the above
      obligations in strict compliance therewith, then Tenant may, but shall not
      be
      required to, undertake such obligations, and all costs and expenses incurred
      by
      Tenant as a result thereof may be deducted from any rent or other payment due
      or
      to become due hereunder.





C.  Tenant
      shall have no right to participate or share in any condemnation claim, damage
      award or settlement in lieu thereof with respect to any taking of any nature;
      provided, however, that Tenant shall not be precluded from claiming or receiving
      compensation for relocation and moving expenses, as permitted under applicable
      law.





**20.****Casualty
      Damage****.**





A.  In
      the
      event that there has been damage to or destruction caused by fire or other
      casualty to (i) the Leased Premises, (ii) the entrances and other
      common facilities of the Building that provide normal access to the Leased
      Premises or other portions of the Building, or (iii) any equipment or
      portions thereof that are necessary for Administrator to provide services to
      the
      Leased Premises in accordance herewith:





(i)  Upon
      the
      Landlord’s receipt of the insurance proceeds, if any, or upon Landlord’s
      determination that there has been such damage or destruction as described above,
      Landlord shall cause repairs and extortions to be




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(ii) If
      said damage to the Leased Premises, Building or equipment is of such nature
      or
      extent that, after commencement of the work more than sixty (60) consecutive
      days would be required (with normal work crews and hours) to repair and restore
      the part of the Leased Premises or Building that has been damaged, Landlord
      shall promptly so advise Tenant, and either party, for a period of ten (10)
      days
      from delivery of such notice in accordance with Section 30 hereof, shall have
      the right to terminate this Lease upon written notice to the other, as of the
      date specified in such notice, provided that such termination date shall be
      no
      later than thirty (30) days after Landlord becomes aware of such damage. If
      neither party elects to terminate this Lease, Landlord shall cause the Leased
      Premises to be restored to substantially their condition prior to the occurrence
      of said damage.


Other
      than the initial Improvements, if any, paid by Landlord, any alterations,
      additions, Improvements or fixtures that Tenant may have made or installed
      on
      the Leased Premises shall not be restored, unless Tenant, in a manner
      satisfactory to Landlord, assures payment in full of all costs that may be
      incurred in connection therewith. If there are any alterations, additions,
      Improvements or fixtures that have been installed by Tenant, and Tenant does
      not
      assure or agree to assure payment of the cost of restoration or repair of such
      alterations, additions, Improvements or fixtures, Landlord shall cause the
      Leased Premises to be restored to substantially the same condition that existed
      prior to the damage occurring, as if such alterations, additions, Improvements
      or fixtures had not then been made or installed to the Leased Premises, and
      such
      condition shall be determined with reference to the original construction
      drawings of the Leased Premises. The validity and effect of this Lease shall
      not
      be impaired in any way by, and Landlord shall have no liability to Tenant in
      connection with, any failure to cause repairs and restoration to be completed
      with respect to the Leased Premises or the Building within a period of one
      hundred twenty (120) consecutive days after commencement of work, even if
      Landlord has in good faith notified Tenant that the repair and restoration
      could
      be completed within such period, provided, however, that Landlord shall
      diligently commence and pursue such repair and restoration until completion
      in
      good and workmanlike manner.





(iii) If
      damage to the Leased Premises of the nature described in this Section 20A does
      not substantially impair Tenant's continued occupancy in the Leased Premises,
      the Basic Rent otherwise payable by Tenant hereunder shall be equitably abated
      or adjusted for the duration of such impairment. If Landlord and Tenant are
      unable to agree on the amount of the abatement of the Basic Rent, Tenant shall
      continue to pay the Basic Rent as set forth in Section 1A, and all Additional
      Rent, but the parties will submit their dispute to mediation and, if required,
      to arbitration pursuant to Section 33.





B.  Notwithstanding
      anything contained herein, Landlord shall have no liability to Tenant for,
      and
      shall have no duty to repair, replace or restore, any damage whatsoever
      occurring as a result of leakage or seepage of water or any other liquid from
      any source whatsoever, or breakage of any water or sewage pipes, or as a result
      of odors, noise, or malfunction of any air conditioning, ventilating or
      sprinkler equipment unless such damage shall have been caused by Landlord's
      negligence or willful misconduct.





C.  Tenant
      shall be responsible for insuring and repairing or replacing all of Tenant's
      equipment, fixtures and personal property located in the Leased
      Premises.





D.  To
      the
      extent Tenant purchases a separate insurance policy with respect to any portion
      of the Leased Premises or anything contained therein, the provisions of
      Section 11A and 21D shall be applicable to such insurance policy and the
      proceeds thereof.


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**21.**
            
            **Hold
                Harmless; Public Liability Insurance; Waiver of
                Subrogation****.**





A.  Subject
      to the provisions of Section 21D, Tenant covenants and agrees to indemnify
      and hold the Landlord and the Administrator, and any of their agents, employees
      or licensees harmless from any and all claims, demands, causes of action,
      losses, liabilities, damages and judgments, or charges of any kind including,
      without limitation, the cost of defending any action against it or them,
      together with any reasonable attorneys' fees incurred in connection therewith,
      or any other expenses, fees, or charges of any character or nature, arising
      directly or indirectly, out of or from or on account of: (i) any act or omission
      or negligence of Tenant, except nothing herein mentioned shall excuse or
      exculpate Landlord and/or the Administrator or their employees, agents or
      contractors from its or their negligence and, in such case, the indemnification
      and hold harmless provided herein shall not apply; and (ii) anything done or
      omitted to be done by the Tenant with regard to the Leased Premises or outside
      the scope of or in breach of, the terms of this Lease or which is the result
      of
      the Tenant's fraud, gross negligence or willful misconduct.





B.  Neither
      Landlord nor the Administrator, shall be responsible or liable for damages
      at
      any time to Tenant, or to those claiming by, through or under Tenant, for any
      loss of life, bodily or personal injury, or damage to property or business,
      or
      for business interruption, that may be occasioned by or through the acts,
      omissions or negligence of any other persons, or any other tenants or occupants
      of any portion of the Building and Lot.




C.  Tenant
      shall, at its own expense, keep in force public liability insurance (including
      a
      contractual liability insurance endorsement sufficient to cover indemnification)
      with such underwriters acceptable to Landlord and naming Tenant, the Landlord,
      and the Administrator as insured parties against claims for bodily injury,
      death
      or property damage on an occurrence basis with minimum limits of $1,000,000.00
      for each occurrence. Said policy or policies of insurance or certificates
      thereof shall have attached an endorsement that such policy shall not be
      canceled without at least thirty (30) days prior written notice to Landlord
      and
      that no act or omission of Tenant shall invalidate the interest of Landlord
      under said insurance. Prior to occupancy of the Leased Premises and thereafter
      on the date on which such policy is required to be renewed, Tenant shall provide
      Landlord with evidence of such policy or policies of such insurance, or
      certificates thereof.





D.  Landlord
      and Tenant hereby release each other from any and all liability or
      responsibility to the other or anyone claiming through or under them by way
      of
      subrogation or otherwise for any loss or damage to property covered by any
      fire
      and extended coverage insurance then in force, even if such fire or other
      casualty shall have been caused by the fault or negligence of the other party,
      or anyone for whom such party may be responsible; provided, however, that this
      release shall be applicable and in force and effect only to the extent of and
      with respect to any loss or damage occurring during such time as the policy
      or
      policies of insurance covering said loss shall contain a provision to the effect
      that this release shall not adversely affect or impair said insurance or
      prejudice the right of the insured to recover thereunder. If at any time the
      fire insurance carriers issuing fire insurance policies to Landlord or Tenant
      shall require an additional premium for the inclusion of such or similar
      provisions, the party whose insurance carrier has demanded the premium (the
      "Notifying Party") shall give the other party hereto notice thereof. In such
      event and if the other party requests, the Notifying Party shall require the
      inclusion of such or similar provisions by its fire insurance carrier, and
      such
      requesting party shall reimburse the Notifying Party for such additional premium
      for the remainder of the term of this Lease. If at any time any such insurance
      carriers shall not include such or similar provisions in any fire or extended
      coverage insurance policy, then, as to loss covered by that policy, the release
      set forth in this Section 21D shall be deemed of no further force or effect.
      The
      party whose policy no longer contains such provision shall notify the other
      party that the provision is no longer included in the policy,




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**22.****Certificates****.**





Tenant
      agrees, from time to time as may be requested by Landlord, to execute,
      acknowledge and deliver to Landlord within fifteen (15) days after the receipt
      of the request, all or any of the following: (i) an estoppel letter
      certifying to such party as Landlord reasonably may designate, including any
      mortgagee, that this Lease is in full force and effect and has not been amended,
      modified or superseded, that Tenant has accepted the Leased Premises and is
      in
      possession thereof, that Tenant has no defense, offsets or counterclaims
      hereunder or otherwise against Landlord with respect to this Lease or the Leased
      Premises, and Landlord is not in default hereunder (or if any of the foregoing
      not be the case, specifying in reasonable detail the extent and nature thereof),
      that Tenant has no knowledge of any pledge or assignment of this Lease or
      rentals hereunder, that rent is accruing under this Lease but has not been
      paid
      more than one month in advance and the date to which rent has been paid; and
      (ii) any other instrument as any mortgagee of the condominium unit in which
      Leased Premises or any other person having any interest therein may reasonably
      request to be executed by Tenant; provided, however, that the rights of Tenant
      as provided for by this Lease are not materially affected by Tenant's execution
      of any such other instrument.




**23.****Subordination
      and Attornment****.**





A.  This
      Lease and the estate, interest and rights hereby created are subordinate to
      any
      mortgage now or hereafter constituted upon the condominium unit in which the
      Leased Premises are located, or any estate or interest therein, and to all
      renewals, modifications, consolidations, replacements and extensions thereof
      as
      well as any substitutions therefore. The subordination provided herein is
      self-operative and does not require the execution of any document or instrument
      by Landlord, Tenant or the holder of any such mortgage. In the event that any
      person, firm, corporation or other entity acquires the right to possession
      or
      use and enjoyment of the Leased Premises (including any mortgagee or holder
      of
      any estate or interest having priority over this Lease), and if such person,
      firm, corporation, or other entity so requests, Tenant shall attorn to and
      become the tenant for the balance of the Lease Term of such person, firm,
      corporation or other entity, upon the same terms and conditions as are set
      forth
      herein.





B.  Tenant,
      if requested by Landlord, shall execute any such instruments in recordable
      form
      as may be required by Landlord in order to confirm or effect the subordination
      of this Lease in accordance with the terms of this Section.





**24.****Assignment
      and Subletting** **.**


A.  Tenant
      shall not assign this Lease, sublet, or transfer all or any part of the Leased
      Premises, or permit the same to be occupied or used by anyone other than Tenant
      or its employees without Landlord's prior written consent, which consent shall
      not be unreasonably withheld. Tenant shall not pledge, mortgage, or otherwise
      transfer or encumbers this Lease without the prior written consent of Landlord,
      which consent may be withheld in Landlord's sole discretion. Without limiting
      the generality of the foregoing, Tenant acknowledges and agrees that it will
      be
      reasonable for Landlord to withhold its consent if: (i) the reputation,
      financial responsibility, or business of a proposed assignee or subtenant is
      deemed to be unsatisfactory in Landlord's reasonable opinion; (ii) Landlord
      reasonably deems assignee's or sub-tenant's business not to be consonant with
      that of other tenants in the Building; (iii) the intended use of the Leased
      Premises by the proposed assignee or subtenant conflicts with any commitment
      made by Landlord to any other tenant in the Building; (iv) the proposed rental
      rate is lower than the then current rate at which similar space in the Building
      is being offered by Landlord; (v) Landlord elects to require an assignment
      of
      this Lease or any sublease as described in Section C (ii) below; or (vi) Tenant
      is in default hereunder beyond all applicable grace and cure periods.





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B.  Tenant's
      request for Landlord's consent required under Section A above shall be in
      writing and contain the name, address, and description of the business of the
      proposed assignee or subtenant, its most recent financial statement and other
      evidence of financial responsibility, a copy of the proposed sublease or
      assignment and a duly authorized certification executed by Tenant stating
      whether there is any rent, premium or other consideration to be paid for the
      proposed sublease or assignment and if so, the amount thereof and the time
      when
      it will be paid.




C.  Within
      thirty (30) days from receipt of such request that includes the information
      described in Section B above, (i) Landlord shall grant or refuse its
      consent to the proposed assignment; and/or (ii) Landlord shall require
      Tenant and Tenant agrees to execute and assignment of this Lease or a sublease
      of Tenant’s interest hereunder to Landlord or its designee upon the same terms
      and conditions as are contained herein, together with an assignment of Tenant’s
      interest as sublessor in any such proposed sublease, including an assignment
      of
      any payment made or agreed to be made by the assignee or subtenant in excess
      of
      the rental and other charges due under this Lease, whether such premium be
      in
      the form of an increased monthly or annual rental, a lump sum payment, or any
      other form, provided that if Landlord proceeds in accordance with
      (ii) above, Tenant shall have no further responsibility hereunder in
      connection with the portion of the Leased Premises subject to such assignment
      or
      sublease.





D.  Each
      assignee or transferee, hereunder shall assume and be deemed to have assumed
      the
      duties and obligations of Tenant under this Lease and shall be and remain liable
      jointly and severally ("solidariamente") with Tenant for all payments and for
      the due performance of all terms, covenants, conditions and provisions herein
      contained on Tenant's part to be observed and performed. No assignment shall
      be
      binding upon Landlord unless the assignee shall deliver to Landlord an
      instrument containing a covenant of assumption by the assignee with the same
      force and effect as if assignee had signed this Lease as Tenant, which
      instrument shall be approved by Landlord's legal counsel. The failure or refusal
      of assignee to execute the same shall not release said assignee from its
      obligations and responsibilities to Landlord as set forth herein.





E.  Notwithstanding
      anything contained herein, Tenant shall not enter into any lease, sublease,
      license, concession or other agreement for the use, occupancy or utilization
      of
      the Leased Premises, or any portion thereof, that provides for a rental or
      other
      payment for such use, occupancy or utilization, based in whole or in part,
      on
      the income or profits derived by any person from the lease, use, occupancy
      or
      utilization of the Leased Premises (other than an amount based on a fixed
      percentage or percentages of receipts or sales). Any such purported lease,
      sublease, license, concession or other agreement shall be void and ineffective
      as a conveyance of any right or interest in the possession, use or occupancy
      of
      any part of the Leased Premises.





F.  Any
      consent by Landlord hereunder shall not constitute a waiver of strict future
      compliance by Tenant of the provisions of this Section 24 or a release of
      Tenant from the full performance by Tenant of any of the terms, covenants,
      provisions, or conditions contained in this Lease.





G.  If
      (i)
      without Landlord's consent described in Section A above, Tenant assigns this
      Lease; (ii) if the Leased Premises or any part thereof is occupied by anybody
      other than Tenant; or (iii) Landlord consents to such an assignment and an
      Event
      of Default (as hereinafter defined) has occurred and is continuing, Landlord
      at
      its option, may elect to collect rent from the assignee, subtenant or occupant
      of the Leased Premises, whereupon Landlord shall apply the net amount collected
      to any rent payable hereunder, but no such assignment, subletting, occupancy
      or
      collection shall be deemed to constitute a waiver of the provisions of this
      Section 24 or Landlord's acceptance of the assignee, subtenant or occupant
      as
      Tenant.




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**25.****Default****.**





Any
      other
      provisions in the Lease notwithstanding, any of the following shall constitute
      an event of default (each an "Event of Default") under this Lease:





A.  Tenant
      fails to pay any installment of Basic Rent, Additional Rent or other sum payable
      by Tenant hereunder when due and such failure continues for a period of ten
      (10)
      days after its due date; or





B.  Tenant
      uses or occupies the Leased Premises other than as permitted by Sections 1A
      and
      8 hereof and such use or occupancy continues for more than thirty (30) calendar
      days after receipt by Tenant of notice from Landlord given as provided in
      Section 30; or





C.  Tenant
      assigns, transfers, or sublets, or purports to assign or sublet or transfer
      the
      Leased Premises, or any portion thereof, or this Lease is encumbered, assigned,
      or transferred in any manner, in whole or in part, other than in conformance
      with the conditions set forth in Section 24 hereof and such condition continues
      for a period of thirty (30) calendar days after receipt by Tenant of notice
      given as provided in Section 30; or


D.  Tenant
      fails to observe or perform any covenant contained herein, other than the
      covenants referred to in Sections A, B, and C above, and such failure
      continues after written notice thereof given by or on behalf of Landlord to
      Tenant for more than thirty (30) days or such additional time, if any, as is
      reasonably necessary to cure such failure provided Tenant promptly commences
      and
      diligently continues to do all things necessary to cure such
      failure;





E.  Tenant
      shall become insolvent or unable to pay its debts as they mature, or shall
      file
      a voluntary petition in bankruptcy, or a voluntary petition seeking
      reorganization, or to effect a plan or other arrangement with creditors, or
      shall file an answer consenting to, or take any other action indicating
      acquiescence in, an involuntary petition pursuant to, or purporting to be
      pursuant to, any bankruptcy, reorganization or insolvency law of any
      jurisdiction, or shall be adjudged a bankrupt or insolvent by any court of
      competent jurisdiction, or shall make an assignment for the benefit of creditors
      or to an agent authorized to liquidate any substantial amount of its assets,
      or
      shall apply for, or consent to the appointment of any receiver or trustee for
      it
      or for a substantial part of its property; or





F.  An
      order
      shall be entered and shall not be dismissed or stayed within sixty (60) days
      from its entry pursuant to, or purporting to be pursuant to, any bankruptcy,
      reorganization or insolvency law of any jurisdiction, approving an involuntary
      petition seeking reorganization, or to effect a plan or other arrangement with
      creditors of Tenant or appointing any receiver or trustee for Tenant or for
      a
      substantial part of the property of Tenant.





G.  Without
      Landlord’s prior written consent, Tenant removes or attempts to remove any or
      all of Tenant’s property from the Leased Premises other than in the ordinary and
      usual course of business, unless Tenant continues paying to Landlord all amounts
      payable under this Lease on a timely manner after the Lease Term.





**26.****Landlord's
      Remedies**.





A.  Upon
      the
      happening of any Event of Default, Landlord may, at its option:





(i) Declare
      due and payable and sue for and recover, all unpaid Basic Rent and all Basic
      Rent for the unexpired period of the Lease Term (and also all Additional Rent
      as
      the amount(s) of same can be determined or reasonably estimated) as if by the
      terms of this Lease the same were on that date due and payable in advance,
      together with all legal fees and other expenses incurred by Landlord in
      connection with the enforcement of any of Landlord's rights and remedies
      hereunder; or





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(ii) Collect
      or bring action for such Basic Rent, and Additional Rent described in
      section (i) above as being rent in arrears, or file a proof of claim in any
      bankruptcy or insolvency proceeding for such Basic Rent and Additional Rent,
      or
      institute any other proceedings, whether similar or dissimilar to the foregoing,
      to enforce payment thereof; or





(iii) Terminate
      the Lease Term by giving written notice thereof to Tenant and, upon the giving
      of such notice, the Lease Term and the estate hereby granted shall expire and
      terminate with the same force and effect as though the date of such notice
      was
      the date hereinbefore fixed for the expiration of the Lease Term, and all rights
      of Tenant hereunder shall expire and terminate, but Tenant shall remain liable
      as hereinafter provided; or





(iv) Exercise
      any other rights and remedies available to Landlord at law or in
      equity.





B.  Upon
      the
      happening of any Event of Default, Landlord may re-enter and repossess the
      Leased Premises or any part thereof, whether or not the Lease Term has been
      terminated as herein provided, by summary proceedings, ejectment or otherwise
      and Landlord shall have the right to remove all persons and property there
      from.
      Landlord shall be under no liability for or by reason of any such entry,
      repossession or removal; and no such re-entry or taking of possession of the
      Leased Premises by Landlord shall be construed as an election on Landlord's
      part
      to terminate the Lease Term.




C.  At
      any
      time or from time to time after the repossession of the Leased Premises or
      any
      part thereof pursuant to Section 26B, whether or not the Lease Term shall
      have been ter-minated pursuant to Section 26A(iii), Landlord, at its
      discretion (but shall be under no obligation to), may relet all or any part
      of
      the Leased Premises for the account of Landlord or Tenant, as Landlord may
      determine, for such term or terms (which may be greater or less than the period
      that would otherwise have constituted the balance of the Lease Term) and on
      such
      conditions (which may include concessions or free rent) and for such uses as
      Landlord, in its absolute discretion, may determine, and Landlord may collect
      and receive any rents payable by reason of such reletting. Landlord shall not
      be
      required to accept any tenant offered by Tenant or observe any instruction
      given
      by Tenant about such reletting, or do any act or exercise any care or diligence
      with respect to such reletting. For the purpose of such reletting, Landlord
      may
      decorate or make repairs, changes, alterations or additions in or to the Leased
      Premises or any part thereof to the extent reasonably deemed by Landlord
      desirable or convenient, and the cost of such decoration, repairs, changes,
      alterations or additions shall be charged to and be payable by Tenant as
      Additional Rent hereunder, as well as any brokerage and legal fees incurred
      by
      Landlord in connection therewith. Any rents collected, net of Landlord's
      expenses of reletting shall be applied by Landlord to any amount due by Tenant
      to Landlord for rent or otherwise arising out of Tenant's default.




D.  No
      expiration or termination of the Lease Term pursuant to Section 26A(iii),
      by operation of law or otherwise, and no repossession of the Leased Premises
      or
      any part thereof pursuant to Section 26B, or otherwise, and no reletting of
      the Leased Premises or any part thereof pursuant to Section 26C, shall
      release Tenant of its liabilities and obligations hereunder, all of which shall
      survive such expiration, termination, repossession or reletting. Tenant, for
      Tenant and its successors and assigns, hereby irrevocably constitutes and
      appoints Landlord as Tenant's and its successors' and assigns' agent and
      attorney-in-fact, with power to collect the rents due and to become due under
      all subleases of the Leased Premises or any parts thereof without in any way
      affecting Tenant's obligation to pay any unpaid balance of rent due or to become
      due hereunder. Notwithstanding any such reletting without




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E.  In
      the
      event of any expiration or termination of this Lease or repossession of the
      Leased Premises or any part thereof by reason of an occurrence of an Event
      of
      Default, Landlord has not elected to accelerate rent pursuant to
      Section 26(A)(i), Tenant shall pay to Landlord the Basic Rent, Additional
      Rent and other sums required to be paid by Tenant to and including the date
      of
      such expiration, termination, or repossession; and, thereafter, Tenant shall,
      until the end of what would have been the outstanding lease term in the absence
      of such expiration, termination or repossession, and whether or not the Leased
      Premises or any part thereof shall have been relet, be liable to Landlord for,
      and shall pay to Landlord, the Basic Rent, Additional Rent and other sums that
      would be payable under this Lease by Tenant in the absence of such expiration,
      termination or repossession, less the net proceeds, if any, of any reletting
      effected for the account of Tenant pursuant to Section 26C, after deducting
      from such proceeds all of Landlord's expenses in connection with such reletting
      (including, without limitation, all related repossession costs, brokerage
      commissions, legal expenses, attorneys' fees, employees' expenses, alteration
      costs and expenses of preparation for such reletting). Tenant shall pay such
      current damages on the days on which the Basic Rent would have been payable
      under this Lease in the absence of such expiration, termination or repossession,
      and Landlord shall be entitled to recover the same from Tenant on each such
      day.


F.  Tenant
      waives the right to the recovery of any articles, excluding proprietary,
      confidential or trade or commercial privileged information related to articles,
      items or things of any nature whatsoever seized under a distress for rent,
      or
      levy upon an execution for rent, liquidated damages or otherwise.




**27.****Landlord's
      Liability upon Transfer** .





The
      Landlord and each successive owner of the Leased Premises (or any interest
      therein) shall be liable only for obligations accruing during the period of
      its
      or their ownership or interest in the Leased Premises and such liability shall
      terminate at such time as its or their interest in the Leased Premises is
      transferred either voluntarily or involuntarily, or by operation of law or
      otherwise.





**28.****Waivers** .





No
      delay
      or forbearance by Landlord in exercising any right or remedy hereunder or in
      undertaking or performing any act or matter that is not expressly required
      to be
      undertaken by Landlord shall be construed, respectively, to be a waiver of
      Landlord's rights or to represent any agreement by Landlord to undertake or
      perform such act or matter thereafter. No waiver by Landlord of any breach
      by
      Tenant of any of Tenant's obligations, agreements or covenants herein shall
      be a
      waiver of any subsequent breach or of any obligation, agreement or covenant,
      nor
      shall any forbearance by Landlord to seek a remedy for any breach by Tenant
      be a
      waiver by Landlord of any rights and remedies with respect to such or any
      subsequent breach.





**29.****Severability**.





Each
      covenant and agreement in this Lease shall for all purposes be construed to
      be a
      separate and independent covenant or agreement. If any provision in this Lease
      or the application thereof shall to any extent be invalid, illegal or otherwise
      unenforceable, the remainder of this Lease, and the application of such
      provision other than as invalid, illegal or unenforceable, shall not be affected
      thereby; and such provisions in this Lease shall be valid and enforceable to
      the
      fullest extent permitted by law.





**30.****Notices** .




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All
      notices, request, consents and other communications required or permitted under
      this Lease shall be in writing (including telefax communication) and shall
      be
      (as elected by the person giving the notice) hand delivered by messenger or
      courier service, telecommunicated, or mailed (airmail if international) by
      registered or certified mail (postage prepaid), return receipt requested, at
      the
      respective addresses of each party set forth in Section 1A
      hereof.








Each
      such
      notice shall be deemed delivered (i) on the date delivered receipt
      acknowledged if by personal delivery, (ii) on the date of transmission with
      confirmed answer back if by telefax, or (iii) on the date upon which the
      return receipt is signed or delivery is refused or the notice is designated
      by
      the postal authorities as not deliverable, as the case may be, if
      mailed.





By
      giving
      to the other party at least fifteen (15) days' prior written notice thereof,
      such party and its permitted successors and assigns shall have the right from
      time to time and at any time during the term of this Lease to change their
      respective addresses.





**31.****Use
      and Occupancy Tax****.**




If,
      during the term of this Lease or any renewal or extension thereof, any use
      and
      occupancy tax or any other tax is imposed upon the privilege of renting or
      occupying the Leased Premises or upon the amount of rentals collected therefore
      or any other tax is imposed that Landlord is required to collect from Tenant
      or
      for which Landlord is liable if not paid by Tenant (any such tax, the "Use
      and
      Occupancy Tax"), Tenant will pay each month, as Additional Rent, a sum equal
      to
      such Use and Occupancy Tax or charge that is imposed for such
      month.





**32.****Rights
      Reserved to Landlord and Administrator** **.**





A.  Without
      abatement or diminution in rent, Landlord and/or the Administrator shall have
      the following rights:





(i) To
      change the name and/or street address of Building and the arrangement and/or
      location of entrances, passageways, doors, doorways, corridors, elevators,
      stairs, toilet or other public parts of the Building.





(ii) To
      install and maintain a sign or signs on the exterior of the
      Building.





(iii) To
      have access to any mail chutes, if any, located on the Leased Premises according
      to the rules of the United States Post Office.





(iv) To
      designate the sources furnishing sign painting and lettering, ice, drinking
      water, towels and toilet supplies, and other like services used on the Leased
      Premises.





(v) To
      make, either voluntarily or pursuant to governmental requirement, repairs,
      alteration or improvements in or to the Building or any part thereof and during
      alterations, to close entrances, doors, windows, corridors, elevators or other
      facilities, provided that such acts shall not unreasonably interfere with
      Tenant's use and occupancy of the Leased Premises as a whole.





(vi) To
      erect, use and maintain pipes and conduits in and through the Leased
      Premises.




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(viii)To
      change the location of the meters measuring electricity and water consumed
      by
      Tenant, substitute said meters, or makes any repairs, alterations or
      improvements to them.




B.  At
      reasonable times and on reasonable notice, taking care not to interfere with
      Tenant's business, Landlord and/or Administrator may enter upon the Leased
      Premises and may exercise any or all of the foregoing rights without
      constituting an eviction or disturbance of Tenant's use of possession and
      without being liable in any manner to Tenant.





**33.****Recording** **.**





This
      Lease shall be re-executed in deed form and recorded at the request of either
      party, provided the party so requesting pays all costs and expenses relating
      thereto.





**34.****Headings
      and Terms****.**





The
      title
      and heading and table of contents of this Lease are for convenience of reference
      only and shall not in any way be utilized to construe or interpret the agreement
      of the parties as otherwise set forth herein.




**35.****Pronouns**.





Wherever
      from the context it appears appropriate, each term stated in either the singular
      or the plural shall include the singular and the plural, and pronouns stated
      in
      either the masculine, the feminine or the neuter gender shall include the
      masculine, feminine and neuter.





**36.****Entire
      Agreement and Amendment**.





This
      Lease constitutes the entire agreement between the parties. The parties may
      amend this Lease at any time during its term, but no amendment shall be
      effective unless it is in writing and duly executed by the parties.





**37.****Attorneys'
      Fees** .





If
      a
      party commences an action against the other to interpret or enforce any of
      the
      terms of this Lease or as the result of a breach by the other party of any
      terms
      hereof, the losing (or defaulting) party shall pay to the prevailing party
      reasonable attorneys' fees, costs and expenses incurred in connection with
      the
      prosecution or defense of such action, whether or not the action is prosecuted
      to a final judgment.





**38.****Further
      Assurances**.





The
      parties agree to execute and deliver any and all such other additional
      instruments and documents and do any and all such other acts and things as
      may
      be necessary or expedient to more fully effectuate this Lease and carry on
      the
      business contemplated hereunder.





**39.****Survival**.





All
      covenants, agreements, representations and warranties made herein or otherwise
      made in writing by any party pursuant hereto shall survive the execution and
      delivery of this Lease.





**40.****Cumulative
      Remedies** **.**




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The
      rights and remedies given in
      this Lease shall be deemed cumulative, and the exercise of one of such remedies
      shall not operate to bar the exercise of any other rights and remedies reserved
      under the provisions of this Lease or given by law.





**41.****Construction** .





This
      Lease shall be interpreted without regard to any presumption or rule requiring
      construction against the party causing this Lease to be drafted.





**42.****Effect
      of Certificates** .





Any
      certificate given by any party on any matter relating to a fact or determination
      that affects the rights and obligations of any party under this Lease shall,
      as
      to third parties, be conclusive, so that a third party may rely upon the
      contents of any such certificate as to the fact or determination therein
      certified and the rights and obligations of any party to this Lease in
      consequence thereof. Without limitation and consistent therewith, any conveyance
      made on the basis of any such certification shall be valid and effective in
      vesting the interest thereby conveyed in such third party.




**43.****Governing
      Law****.**


This
      Lease shall be governed by and construed in accordance with the laws of the
      Commonwealth of Puerto Rico.





**44.****Brokers** **.**





Tenant
      represents that no broker was involved in or was the procuring cause of this
      Lease, who is entitled to a broker's fee, commission or other compensation.





**IN
      WITNESS WHEREOF,** the
      parties hereto have caused this agreement to be executed the date first
      mentioned.








**ESCORIAL
      OFFICE BUILDING I, INC.,  CARIBE WASTE
      TECHNOLOGIES, INC.,**


**as
      Landlord      as
      Tenant**








By:_
      _/s/ Carlos R. Rodriguez_________  By:___/s/
      Mark Augenblick___________


Carlos R. Rodriguez      Mark
      Augenblick


President/Chief Executive
      Officer Chairman/CEO











**INTERSTATE
      BUSINESS CORPORATION,**


**as
      Guarantor**











By:___/s/ J. Michael Wilson_________


J.
      Michael Wilson







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**EXHIBIT
      A**





**PLAN
      AND DESCRIPTION OF LEASED PREMISES**







-28-
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          of Contents*


**EXHIBIT
      B**





**COMMON
      AREAS OF THE BUILDING**








The
      following are the General Common Elements of the Building:





(1)  The
      parcel of land where the Building has been constructed.





(2)  The
      foundations, main walls, ceilings, roof, air space ( vuelo ),
      eaves
      ( aleros ),
      main
      lobby, and the various stairways throughout the Building connecting the Common
      Elements and their corridors.





(3)  The
      Parking Garage, and its dependencies.





(4)  Plumbing
      and plumbing meters throughout the Building.





(5)  Electric
      wiring and conduits in the Common Areas up to the distribution box of each
      floor.





(6)  Telephone
      wiring and conduits in the Common Areas up to the distribution cabinets of
      each
      floor.





(7)  All
      the
      necessary electricity, telephone, water and sanitary and storm sewer
      connections.





(8)  The
      cooling, ventilating and air conditioning systems installed in the Building
      and
      not solely serving leased premises of the Building, including the cooling tower
      and air conditioning equipment located at the roof, if any.





(9)  The
      elevators and the equipment serving the same.





(10)  The
      security and safety systems of the Building, except those systems serving
      individual occupants of the Building.





(11)  The
      Building Emergency Generator and its diesel storage tank.





(12)  The
      Cisterns and their Pits, the Elevator Machine Rooms and the Elevator Shafts,
      the
      Pump Room, the Loading Dock and Service Area, including the Truck Delivery
      Area
      and its equipment, the offices for the Administrator, Security Guard and
      Administration, the Audio Television and Monitoring Room, if any, the areas
      for
      all the electrical substations, the emergency generator for the Building and
      for
      air conditioning machinery and equipment not serving the individual condominium
      units.




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**EXHIBIT
      C**





**CONDITIONS
      FOR WORK TO BE PERFORMED BY TENANT**








A.  Tenant,
      at its sole expense, may select and employ its own contractor(s) for specialized
      finishing work in the Leased Premises that is not to be performed by Landlord
      and that is reflected as such in Tenant's plans and specifications for
      Improvements, such as carpeting, telephone installation, special cabinetwork
      and
      millwork, decoration and installation of specialized equipment, subject to
      the
      following qualifications:





(i) Tenant
      shall first obtain the approval of Landlord, in writing, of the specific work
      it
      proposes to perform and shall furnish Landlord reasonably detailed plans and
      specifications therefore.





(ii) Prior
      to
      the commencement of any work on the Leased Premises, Tenant shall secure all
      necessary licenses and permits required by any governmental authorities with
      jurisdiction over the matter in connection therewith and furnish Landlord a
      copy
      of the same.





(iii) The
      work
      shall be performed by responsible contractor(s) and subcontractor(s) approved
      in
      advance by Landlord, which shall not, in Landlord's reasonable opinion,
      prejudice Landlord's relationship with Landlord's contractor(s) or their
      subcontractor(s) or the relationship between such contractor(s) and their
      subcontractor(s) or employees, or disturb harmonious labor relations. Tenant
      shall furnish in advance to the Landlord evidence that Tenant's contractor(s)
      and subcontractor(s) maintain in effect Workmen's Compensation insurance in
      accordance with statutory requirements, and comprehensive public liability
      insurance (naming the Landlord, the Landlord's managing agent, if any, the
      Administrator, the Administrator and the Trust as additional insured’s) with
      limits satisfactory to Landlord.





(iv) All
      work
      shall be performed in such manner or at such times as not to interfere with
      any
      work being done by any of Landlord's contractor(s) or subcontractor(s) in the
      Leased Prem-ises. Landlord, however, shall endeavor to allow Tenant's
      contractor(s) and subcontractor(s) access to the Leased Premises for such work
      prior to the commencement of the term hereof at the earliest time consistent
      with the restrictions set forth herein.





(v) Tenant
      and its contractor(s) and subcon-tractor(s) shall be solely responsible for
      the
      transportation, safekeeping and storage of materials and equipment used in
      the
      performance of such work, for the removal of waste and debris resulting
      therefrom, and for any damage caused by them to any installations or work
      performed by Landlord's contractor(s) and subcontractor(s).





(vi) Tenant's
      contractor(s) and subcontractor(s) shall be subject to the general
      administrative supervision of Landlord, the Administrator, or its general
      contractor, if any, for scheduling purposes, but neither Landlord, the
      Administrator, nor any general contractor of Landlord shall be responsible
      for
      any aspect of the work performed by Tenant's contractor(s) or sub-contractor(s)
      or for the coordination of the work of Landlord's contractor(s) with Tenant's
      contractor(s), or for the payment of any cost or material for said
      work.





(vii) Landlord,
      at its option, prior to the commencement of any work in the Leased Premises,
      may
      require Tenant to deliver to Landlord a payment and performance bond issued
      by
      an insurer acceptable to Landlord to cover the work to be performed by or on
      behalf of Tenant hereunder.








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**EXHIBIT
      C**







B.
            If,
                pursuant to Section 7 of the Lease, Landlord approves Tenant's
                request to make any Improvements, alterations or additions to the
                Leased
                Premises, all work performed by or on behalf of Tenant shall comply
                with
                the provisions of sub-sections A(i) through A(vii)
                above.







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**EXHIBIT
      D**




**ESCORIAL
      OFFICE BUILDING ONE**





TENANT’S
      STANDARDS





The
      intention of this document is to establish minimum requirements and the
      standardization of design elements to provide uniformity and quality throughout
      the Building.





a)
            According
                to Architect’s design standard, as shown on Architectural Construction
                Documents.





b)
            Window
                blinds need to be aluminum 2”
mini-blinds.




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**EXHIBIT E**





**STANDARDS
      FOR OPERATION AND**


**MAINTENANCE
      OF BUILDING**








Whenever
      the term "Tenant" is used in this Exhibit E, it shall be deemed to include
      the Tenant and its servants, agents, employees, invitees, licensees, subtenants,
      contractors, and subcontractors, in such number and gender as the
      circumstances require. The term Administrator shall include its employees and
      agents.








**Use
      of Premises**





Tenant
      shall only engage in such business activities as are appropriate for a first
      class office building and which do not unreasonably interfere with the use
      and
      enjoyment by other tenants or visitors of the remaining leased premises or
      public areas. Tenant shall not engage in any activities which result in the
      emanation of noxious odors or vapors from the Leased Premises or which create
      improper noises or disturbances of any kind. Tenant shall not use, permit or
      suffer the use of any portion of the Leased Premises as living, sleeping or
      lodging quarters.





Tenant
      shall limit its business activities to its Leased Premises and shall not use
      the
      Common Areas or other public areas for business or promotional
      purposes.








**Obstruction**





Tenant
      shall not obstruct, or use for any purpose other than ingress and egress the
      streets and sidewalks surrounding the Building and the Building's entrances,
      hallways, passages, elevators, stairways and other Common Areas.








**Washrooms**





Toilet
      rooms, water-closets and other water apparatus shall be used solely for the
      purposes for which they were constructed. If the Administrator determines that
      the washrooms located within or corresponding to Tenant's Leased Premises
      utilize supplies materially in excess of the supplies consumed customarily
      on a
      day-to-day basis by commercial users of a first-class office building, or
      require more frequent cleaning than is required for the other leased premises,
      the Administrator may impose an additional charge payable by the Tenant for
      such
      additional materials and labor.








**General
      Prohibitions**





In
      order
      to insure proper use and care of the Building, Tenant shall not:





(a)  Allow
      any sign, advertisement or notice to be fixed to the interior or exterior of
      the
      Building. Notwithstanding the foregoing, Tenant may install a sign displaying
      Tenant's name in the elevator lobby of the floor on which the Leased Premises
      are located upon the Administrator's prior written consent.





(b)  Place
      anything on the exterior of the Building, including roof setbacks, window ledges
      and other projections.





(c)  Install
      any shades, blinds, or awnings, without Administrator's prior written consent,
      nor cover or obstruct any window other than with blinds or curtains approved
      by
      the Administrator.




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**EXHIBIT
      E**





(d)  Fasten
      any article, drill holes, drive nails or screws into the exterior walls or
      window mullions of the Building.





(e)  Mark
      or defile elevators, water-closets, toilet rooms, walls, windows, elevators,
      escalators, doors or any other part of the Building.





(f)  Interfere
      with the air conditioning or ventilation equipment servicing the Common Areas,
      meters measuring electricity and water consumption for the areas, including
      without limitation the Leased Premises, and the electric feeder lines carrying
      electricity to the distribution boxes located throughout the
      Building.





(g)  Use
      any electric heating device, without Administrator's prior written
      consent.





(h)  Go
      upon the roof of the Building, without Administrator's prior written
      consent.





(i)  Place
      doormats in Common Areas without Administrator's prior written
      consent.





(j)  Keep
      live animals on or within its Leased Premises, without the Administrator's
      prior
      written consent.








**Business
      Machines**





Business
      machines and mechanical equipment that cause vibration, noise, cold or heat
      that
      may be transmitted to the Building structure or to any space outside the
      Tenant's Leased Premises shall be placed and maintained by Tenant, at its sole
      cost and expense, in settings of cork, rubber or spring type vibration
      eliminators sufficient to absorb and prevent such vibration, noise, cold or
      heat.








**Garbage
      and Refuse**





Garbage
      and refuse shall be kept in an adequate sealed container within Tenant's Leased
      Premises so as not to be visible or offensive to the public for collection
      at
      reasonable times specified by Administrator. If Tenant generates trash in
      amounts materially in excess of the amount customarily generated on a day-to-day
      basis by commercial users of a first-class office building by reason of Tenant's
      data processing, or otherwise, Administrator may impose an additional charge
      payable by the Tenant for the collection of trash from such Unit and the removal
      thereof from the Building.








**Movement
      of Equipment and Alterations to Premises**





Tenant
      shall comply with the Administrator's directives designating the time when
      and
      the method whereby (i) freight, office equipment, furniture, safes and
      other like articles may be brought into, moved, or removed from the Building
      or
      Leased Premises.





Fire
      Prevention





Tenant
      shall install
      and maintain at a readily available location within its Leased Premises those
      all-purpose hand-operated fire extinguishers containing a minimum capacity
      of
      two and one-half pounds (21⁄2 lbs.) (or such other capacity as may be
      required by applicable laws, regulations or building codes) as may be required
      by applicable codes, laws and regulations, and, with respect to areas in which
      Tenant maintains data processing equipment, Tenant


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**EXHIBIT
      E**





shall
      install in close proximity to such areas a halogen fire extinguisher containing
      a minimum capacity of two and one-half pounds (21⁄2 lbs.) or such other
      capacity as may be required by applicable laws, regulations or building codes.
      Tenant shall not install, suffer or permit to be installed or placed any cover,
      fascia, partition, decoration, alteration or improvement or the like over,
      upon
      or under the sprinkler heads within the Leased Premises. Any and all sprinkler
      heads shall remain exposed at all times.








**Access
      to the Building**





The
      Administrator may exclude the general public from the Building upon such days
      and at such hours as in Administrator's judgment will be in the best interest
      of
      Landlord and/or tenants of the Building and as appropriate for a first-class
      office building. Outside of normal hours, access to the Building may be refused
      by Administrator unless the person seeking access is known to the security
      guard
      or has a pass issued by the Administrator. Persons entering and leaving the
      Building after 6:00 p.m. on business days and at all times on Saturdays,
      Sundays and holidays must sign the register maintained by security personnel
      for
      that purpose unless access is attained through use of an authorized security
      card.








**Changes**





Landlord
      and/or the Administrator shall have the right to add to or amend these standards
      from time to time if in their judgment such additions or amendments are required
      or convenient for the safety, appearance, care and cleanliness of the Building
      and in order to ensure that the Building is operated and maintained at all
      times
      as a first-class office building, following first-class office management
      practices. Neither the Landlord or the Administrator shall be responsible to
      Tenant for any violation of the standards contained herein.


-35-
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**EXHIBIT
      F**




**RULES
      AND REGULATIONS**








**Definitions**





Wherever
      in these Rules and Regulations the word "Tenant" is used, it shall be taken
      to
      apply to and include Tenant and its servants, agents, employees, invitees,
      licensees, subtenants and contractors, and subcontractors, and is to be deemed
      of such number and gender as the circumstances require. The word "room" is
      to be
      taken to include the space covered by this Lease. The word "Landlord" shall
      be
      taken to include the employees and agents of Landlord.





**Obstruction**





The
      streets, sidewalks, entrances, halls, passages, elevators, stairways and other
      common areas provided by Landlord shall not be obstructed by Tenant, or used
      by
      it for any other purpose than for ingress and egress.





**Washroom**





Toilet
      rooms, water-closets and other water apparatus shall be used only for the
      purposes, and for no other purposes than, for which they were
      constructed.





**General
      Prohibitions**





In
      order
      to insure proper use and care of the Building, Tenant shall not:





(k)  Allow
      any sign, advertisement or notice to be fixed to the Building, inside or
      outside, without Landlord's consent; provided, in no event shall any such sign,
      advertisement or notice be greater than 18 inches high, 24 inches long
      or exceed 3 square feet in size.





(l)  Make
      improper noises or disturbances of any kind.





(m)  Mark
      or defile elevators, water-closets, toilet rooms, walls, windows, elevators,
      escalators, doors or any other part of the Building.





(n)  Place
      anything on the outside of the Building, including roof setbacks, window ledges
      and other projections.





(o)  Cover
      or obstruct any window.





(p)  Fasten
      any article, drill holes, drive nails or screws into the walls, floors,
      woodwork, window mullions, or partitions; nor shall the same be painted, papered
      or otherwise covered or in any way marked or broken, without Landlord's prior
      written consent in each instance.





(q)  Interfere
      with the air conditioning or ventilation equipment, meters measuring electricity
      and water consumption on the Leased Premises, and the electric feeder boxes
      on
      each floor.





(r)  Allow
      anyone but Landlord's employees or contractor(s) to clean rooms.





(s)  Leave
      rooms without locking doors, stopping all office machines, and extinguishing
      all
      lights.





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**EXHIBIT
      F**







(t)  Install
      any shades, blinds, or awnings, without Landlord's prior written
      consent.


(u)  Use any electric heating device, without Landlord's prior written
      consent.





(v)  Install
      call boxes or any kind of wire in or on the Building without Landlord's prior
      written consent and direction.





(w)  Manufacture
      any commodity, or prepare or dispense any foods or beverages, whether by vending
      or dispensing machines or otherwise, or alcoholic beverages, tobacco, drugs,
      flowers, or other commodities or articles, without Landlord's prior written
      consent.





(x)  Except
      on the first floor of the Building, engage in any form of retail sales of goods
      or merchandise, or operate a loan, check cashing, precious metals, jewelry
      or
      similar business without Landlord's prior written consent.





(y)  Secure
      duplicate keys for rooms, except from Landlord, or change the locks of any
      doors
      to or in the Leased Premises.





(z)  Give
      its employees or other persons permission to go upon the roof of the Building
      without Landlord's prior written consent.





(aa)  Place
      door mats in public corridors without Landlord's prior written
      consent.





(ab)  Use
      the Common Areas for business or promotional purposes.





(ac)  Use,
      permit or suffer the use of any portion of the Leased Premises as living,
      sleeping or lodging quarters.





(ad)  Permit
      odors or vapors to emanate from the Leased Premises.





(ae)  Keep
      live animals on or within the Leased Premises.





**Publicity**





Tenant
      shall not use the name of the Building in any way in connection with its
      business except as the address thereof. Landlord shall also have the right
      to
      prohibit any advertising by Tenant which, in its opinion, tends to impair the
      reputation of the Building or its desirability as a building for offices; and
      upon written notice from Landlord, Tenant shall refrain from or discontinue
      such
      advertising.





**Business
      Machines**





Business
      machines and mechanical equipment that cause vibration, noise, cold or heat
      that
      may be transmitted to the Building structure or to any leased space outside
      Leased Premises shall be placed and maintained by Tenant, at its sole cost
      and
      expense, in settings of cork, rubber or spring type vibration eliminators
      sufficient to absorb and prevent such vibration, noise, cold or
      heat.





**Garbage
      and Refuse**





Garbage
      and refuse shall be kept in an adequate container so as not to be visible to
      the
      public, within the Leased Premises, for collection at reasonable times specified
      by Landlord and at Tenant's cost. If Tenant generates trash in amounts
      materially in excess of the amount customarily generated on a day to day basis
      as of the date of this Lease by tenants in a first-class office building by
      reason of Tenant's data processing, or otherwise,




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**EXHIBIT
      F**





Landlord
      reserves the right to charge Tenant for the collection of trash from the Leased
      Premises and the removal thereof from the Building.


**Movement
      of Equipment**





Landlord
      reserves the right to designate the time when and the method whereby freight,
      office equipment, furniture, safes and other like articles may be brought into,
      moved, or removed from the Building or rooms, and to designate the location
      for
      temporary disposition of such items. In no event shall any of the foregoing
      items be taken from Tenant's space for the purpose of removing same from the
      Building without the express consent of both Landlord and Tenant.





**Fire
      Prevention**





Tenant
      shall install and maintain at a readily available location within the Leased
      Premises an all purposes hand operated fire extinguisher containing a minimum
      capacity of two and one half
      pounds (21⁄2 lbs.) or such other capacity as may be required by code or law.
      Tenant shall not install, suffer or permit to be installed or placed any cover,
      fascia, partition, decoration, alteration or improvement or the like over,
      upon
      or under the sprinkler heads within the Leased Premises. Any and all sprinkler
      heads shall remain exposed at all times.





**Public
      Entrance**





Landlord
      reserves the right to exclude the general public from the Building upon such
      days and at such hours as in Landlord's judgment will be for the best interest
      of the Building and its tenants. Outside of ordinary business hours, access
      to
      the Building may be refused by Landlord unless the person seeking access is
      known to the watchman or has a pass. Persons entering and leaving the Building
      after 6:00 p.m., on business days and at all times on Saturdays, Sundays
      and holidays must sign the register maintained for that purpose.





**Regulation
      Change**





Landlord
      shall have the right to make such other and further reasonable Rules and
      Regulations, as in judgment of Landlord, may from time to time be needful for
      the safety, appearance, care and cleanliness of the Building and for the
      preservation of good order therein. Landlord shall not be responsible to Tenant
      for any violation of Rules and Regulations by other tenants.




-38-
 *Table
          of Contents*


**EXHIBIT
      G**


**RESERVED
      PARKING SPACES**








**Covered
      Space:**  **126**





**Uncovered
      Space:**  **168**