EXHIBIT 10.1


                                                                       Exhibit 1

STATE OF SOUTH CAROLINA:
COUNTY OF RICHLAND:

                                  OFFICE LEASE

      THIS LEASE ("Lease"), made this 1 day of OCTOBER, 2005, by and between AP
SOUTHEAST PORTFOLIO PARTNERS, L.P., a Delaware limited partnership, ("Landlord")
and BIOTEL, INC., A MINNESOTA CORPORATION, ("Tenant"), Provides as follows:

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

      a. PREMISES.       Rentable Square Feet: APPROXIMATELY 2,903
                         Suite:                B 450
                         Building:             FONTAINE II
                         Street Address:       400 ARBOR LAKE DRIVE
                         City/County:          Columbia, County of Richland
                         State/Zip Code:       South Carolina,

      b. TERM.           Number of Months:     FORTY-TWO (42)
                         Commencement Date:    NOVEMBER 1, 2005
                         Expiration Date:      APRIL 30, 2009

      c. PERMITTED USE.                        General Office Use

      d. OCCUPANCY LIMITATION.                 No more than five (5) persons per
                                               one thousand (1,000) rentable
                                               square feet.

      e. BASE RENT. The minimum base rent for the Term is ($129,473.80), payable
in  monthly  installments  on the 1st day of each month in  accordance  with the
following Base Rent Schedule:

---------------------------------------------------------------------
                       RATE PER SQUARE     MONTHLY
  FROM         TO            FOOT           RENT      CUMULATIVE RENT
---------------------------------------------------------------------
11/1/2005  4/30/2006       $   0.00      $     0.00     $      0.00
---------------------------------------------------------------------
5/1/2006   4/30/2007       $  14.50      $ 3,507.79     $ 42,093.50
---------------------------------------------------------------------
5/1/2007   4/30/2008       $  14.85      $ 3,592.46     $ 43,109.55
---------------------------------------------------------------------
5/1/2008   4/30/2009       $  15.25      $ 3,689.22     $ 44,270.75
---------------------------------------------------------------------

      f. RENT PAYMENT ADDRESS.   HIGHWOODS REALTY LIMITED PARTNERSHIP
                                    c/o Highwoods Properties
                                    P.O. Box 409400
                                    Atlanta, Georgia 30384
                                    Tax ID #: 56-1869557

      g. SECURITY DEPOSIT.       N/A

      h. BUSINESS HOURS.         8:00 A.m. to 6:00 P.m.  Monday  through Friday
                                 (excluding National and State holidays).

      i. ELECTRICAL SERVICE.     No more than 3.5 watts per usable  square foot
                                 for convenience outlets.

      j. AFTER HOURS HVAC RATE.  Current  charge of $35.00 Per hour,  per zone,
                                 with  a   minimum   of  two  (2)   hours   per
                                 occurrence.

      k. PARKING.                Unreserved, not to exceed 4.8 SPACES PER 1,000
                                 RENTABLE SQUARE FEET OF THE PREMISES.

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      l. ACCESS CARDS:           N/A after hour access cards upon  commencement.
                                 Current charge of $25.00 per additional card or
                                 replacement card.

      m. CONSTRUCTION FEE.       The    Construction    Supervision    Fee   for
                                 alterations  is 5% of the cost of the work. The
                                 construction   supervision   fee   for   Tenant
                                 Improvements  is set  forth  in the  Workletter
                                 attached as Addendum Number One.

      n. NOTICE ADDRESSES.

                 LANDLORD:       HIGHWOODS REALTY LIMITED PARTNERSHIP
                                 c/o Highwoods Properties, Inc.
                                 2120 West End Avenue, Suite 100
                                 Nashville, Tennessee 37203
                                 Attn: Manager, Lease Administration
                                 Facsimile: (615) 320-5607

           With a copy to:       HIGHWOODS REALTY LIMITED PARTNERSHIP
                                 c/o Highwoods Properties, Inc.
                                 3100 Smoketree Court, Suite 600
                                 Raleigh, North Carolina 27604
                                 Attn: Manager, Lease Administration
                                 Facsimile #: (919) 876-2448

                   TENANT:       400 ARBOR LAKE DRIVE
                                 SUITE B 450
                                 COLUMBIA, SOUTH CAROLINA 29223
                                 ------------------------------------
                                 Attn.:

                                 ---------------------------------------
                                 Facsimile #:
                                             ---------------------------
           WITH A COPY TO:
                                 BIOTEL, INC.
                                 11481 RUPP DRIVE
                                 BURNSVILLE, MN 55337
                                 ATTN: STEVE SPRINGROSE
            North American Industry Classification System (NAICS) Code

                                 ---------------------------------------

      o. BROKER.
                                 BERONICA M. WHISNANT
                                 COLLIERS KEENAN
                                 POST OFFICE BOX 11610
                                 COLUMBIA, SOUTH CAROLINA 29211-1610

      2. LEASED PREMISES.

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

      b. RENTABLE SQUARE FOOT  DETERMINATION. The parties  acknowledge  that all
square  foot  measurements  are  approximate  and agree that the square  footage
figures in Section 1a shall be conclusive  for all purposes with respect to this
Lease.

      c. COMMON  AREAS.  Tenant  shall have  non-exclusive  access to the common
areas of the  Building.  The common areas  generally  include  space that is not
included  in  portions  of the  building  set aside for  leasing  to  tenants or
reserved for Landlord's exclusive use, including entrances,  hallways,  lobbies,
elevators, restrooms, walkways and plazas ("Common Areas").

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Landlord has the exclusive right to (i) designate the Common Areas,  (ii) change
the  designation of any Common Area and otherwise  modify the Common Areas,  and
(iii) permit special use of the Common Areas,  including temporary exclusive use
for special  occasions.  Tenant shall not interfere with the rights of others to
use the Common Areas.  All use of the Common Areas shall be subject to any rules
and regulations promulgated by Landlord.

      3. TERM.

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

      b.  ADJUSTMENTS  TO  COMMENCEMENT  DATE.  The  Commencement  Date shall be
adjusted as follows:

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

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

      c. TERMINATION BY TENANT FOR FAILURE TO DELIVER  POSSESSION.  In the event
Landlord is unable to deliver  possession of the Premises within (90) days after
the original Commencement Date set forth in the first sentence of this Section 2
(excluding  any  delays  resulting  from  FORCE  MAJEURE  or  caused by Tenant -
"Excused  Delays"),  then Tenant may  terminate  this Lease by giving  notice to
Landlord  within  one  hundred  (100)  days of the  original  Commencement  Date
(excluding Excused Delays).  Tenant may not terminate the Lease,  however, if it
has taken possession of any part of the Premises.

      d. DELIVERY OF POSSESSION.  Unless  otherwise  specified in the Workletter
attached as Lease Addendum Number One,  "delivery of possession" of the Premises
shall  mean the earlier of: (i) the date  Landlord  has the  Premises  ready for
occupancy by Tenant as evidenced  by a permanent  or  temporary  Certificate  of
Occupancy  issued by proper  governmental  authority,  or (ii) the date Landlord
could  have had the  Premises  ready had there  been no Delays  attributable  to
Tenant.

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

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

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

      4. USE.

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

      b. PROHIBITED USES. Tenant shall not use the Premises:

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

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

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

          iv.   In any manner that  creates  unusual  demands  for  electricity,
                heating or air conditioning; or

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

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

      5. RENT.

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

          i.    Rent  payments  shall be sent to the Rent  Payment  Address  set
                forth in Section 1f.

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

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

          iv.   For each Base Rent  payment  Landlord  receives  after the tenth
                (10th)  day  of the  month  and  each  Additional  Rent  payment
                Landlord receives after its due date, Landlord shall be entitled
                to all default remedies  provided under the terms of this Lease,
                and a late  charge in the  amount of five  percent  (5%) of such
                Rent due.

          v.    If Landlord  presents  Tenant's check to any bank and Tenant has
                insufficient funds to pay for such check, then Landlord shall be
                entitled to all default

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                remedies  provided under the terms of this Lease and the maximum
                lawful bad check fee or five  percent (5%) of the amount of such
                check, whichever amount is less.

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

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

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

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

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

      6. SECURITY DEPOSIT.

      a.  AMOUNT OF  DEPOSIT.  Tenant  shall  deposit  with  Landlord a Security
Deposit  within ten (10) days following the date of this Lease in the amount set
forth in  Section  1g,  which sum  Landlord  shall  retain as  security  for the
performance by Tenant of each of its obligations hereunder. The Security Deposit
shall not bear interest.

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

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

      7. SERVICES BY LANDLORD.

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

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

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

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          iii.  Operatorless elevator service.

          iv.   Building  standard  fluorescent  lighting  composed  of  2' x 4'
                fixtures;  Tenant shall service, replace and maintain at its own
                expense any  incandescent  fixtures,  table  lamps,  or lighting
                other than the  building  standard  fluorescent  light,  and any
                dimmers  or  lighting  controls  other  than  controls  for  the
                building standard fluorescent lighting.

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

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

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

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

          ix.   A  reasonable  number of after hour access  cards,  specified in
                Section 11, to the Premises upon the Commencement  Date.  Should
                Tenant require additional cards, or require replacement cards, a
                charge  will be assessed  as  specified  in Section 1l, for each
                additional card or replacement card.

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

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

      d. TENANT'S OBLIGATION TO REPORT DEFECTS.  Tenant shall report to Landlord
immediately any defective condition in or about the Premises known to Tenant and
if such defect is not so reported and such failure to promptly report results in
other damage, Tenant shall be liable for same.

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

      8. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES.

      a.  ACCEPTANCE  OF  PREMISES.   Subject  to  the  terms  of  the  attached
Workletter,   if  any,   Tenant's   occupancy   of  the   Premises  is  Tenant's
representation  to  Landlord  that (i) Tenant has  examined  and  inspected  the
Premises,  (ii)  finds  the  Premises  to  be as  represented  by  Landlord  and
satisfactory  for  Tenant's  intended  use,  and  (iii)   constitutes   Tenant's
acceptance of the Premises "as is". Landlord makes no representation or warranty
as to the condition of the Premises except as may be  specifically  set forth in
the Workletter.

      b.  MOVE-IN  OBLIGATIONS.  Tenant  shall  schedule  its  move-in  with the
Landlord's  Property Manager.  Unless otherwise approved by Landlord's  Property
Manager, move-in shall not take

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place during Business Hours. During Tenant's move-in, a representative of Tenant
must be on-site with Tenant's  moving company to insure proper  treatment of the
Building and the Premises. Elevators, entrances, hallways and other Common Areas
must remain in use for the general public during business hours. Any specialized
use of  elevators  or other Common  Areas must be  coordinated  with  Landlord's
Property  Manager.  Tenant must  properly  dispose of all packing  material  and
refuse in accordance with the Rules and  Regulations.  Any damage or destruction
to the Building or the Premises due to moving will be the sole responsibility of
Tenant.

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

      d. ALTERATIONS  TO PREMISES.  Tenant shall  make no structural or interior
alterations to the Premises.  If Tenant requests such  alterations,  then Tenant
shall provide  Landlord's  Property  Manager with a complete set of construction
drawings.  If Landlord  consents to the  alterations,  then the Property Manager
shall  determine  the  actual  cost  of  the  work  to be  done  (to  include  a
construction  supervision  fee to be paid to Landlord in the amount set forth in
Section 1l).  Tenant may then either agree to pay Landlord to have the work done
or withdraw its request for alterations. All such alterations are subject to the
prior written approval of Landlord.

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

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

      g. CONSTRUCTION  LIENS.  Tenant shall have no power  to do any act or make
any contract that may create or be the foundation of any lien, mortgage or other
encumbrance upon the  reversionary or other estate of Landlord,  or any interest
of Landlord in the Premises. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR,
SERVICES OR MATERIALS  FURNISHED  TO THE PREMISES  SHALL ATTACH TO OR AFFECT THE
INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE  BUILDING.  Tenant shall keep
the  Premises  and the  Building  free  from any liens  arising  out of any work
performed,  materials  furnished,  or  obligations  incurred  by or on behalf of
Tenant.  Should any lien or claim of lien be filed  against the  Premises or the
Building by reason of any act or  omission of Tenant or any of Tenant's  agents,
employees,  contractors or representatives,  then Tenant shall cause the same to
be canceled and  discharged of record by bond or otherwise  within ten (10) days
after the filing  thereof.  Should  Tenant fail to discharge the lien within ten
(10) days,  then Landlord may discharge the lien. The amount paid by Landlord to
discharge the lien (whether  directly or by bond), plus all  administrative  and
legal costs  incurred by Landlord,  shall be Additional  Rent payable on demand.
The  remedies  provided  herein  shall  be in  addition  to all  other  remedies
available to Landlord under this Lease or otherwise.

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      9. PROPERTY OF TENANT.

      a. PROPERTY TAXES.  Tenant shall pay when due all taxes levied or assessed
upon  Tenant's  equipment,   fixtures,  furniture,  leasehold  improvements  and
personal property located in the Premises.

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

      10. SIGNS.  Tenant  may  not  erect,  install  or  display   any  sign  or
advertising  material  upon the exterior of the Building or Premises  (including
any  exterior  doors,  walls or windows)  without the prior  written  consent of
Landlord, which consent may be withheld in Landlord's sole discretion.  Door and
directory  signage shall be provided and installed by the Landlord in accordance
with building  standards at Tenant's expense,  unless otherwise  provided in the
Workletter attached as Lease Addendum Number One.

      11. ACCESS TO PREMISES.

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

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

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

      12. TENANT'S COMPLIANCE.

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

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

      13. ADA COMPLIANCE.

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

      b. LANDLORD'S COMPLIANCE.  Landlord, at Landlord's sole expense, shall use
all reasonable  efforts to meet the requirements of the ADA as it applies to the
Common Areas and

                                        8

<PAGE>

restrooms of the Building;  but Landlord  shall have no  responsibility  for ADA
compliance with respect to the Premises.  Landlord shall not be required to make
changes to the Common  Areas or  restrooms  of the  Building  to comply with ADA
standards  adopted  after  construction  of  the  Building  unless  specifically
required to do so by law.

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

      14. INSURANCE REQUIREMENTS.

      a. TENANT'S LIABILITY INSURANCE.  Throughout the Term, Tenant, at its sole
cost and  expense,  shall  keep or cause to be kept for the  mutual  benefit  of
Landlord,  Landlord's  Property  Manager,  (presently  HIGHWOODS  REALTY LIMITED
PARTNERSHIP  and  its  affiliates)  and  Tenant,  Commercial  General  Liability
Insurance (1986 ISO Form or its equivalent)  with a combined single limit,  each
Occurrence and General  Aggregate-per  location of at least TWO MILLION  DOLLARS
($2,000,000), which policy shall insure against liability of Tenant, arising out
of and in connection  with Tenant's use of the Premises,  and which shall insure
the indemnity  provisions contained in this Lease. Not more frequently than once
every three (3) years, Landlord may require the limits to be increased if in its
reasonable judgment (or that of its mortgagee) the coverage is insufficient.

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

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

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

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

      f. MUTUAL  WAIVER OF  SUBROGATION.  Anything in this Lease to the contrary
notwithstanding,  Landlord hereby releases and waives unto Tenant (including all
partners, stockholders,  officers, directors, employees and agents thereof), its
successors  and assigns,  and Tenant  hereby  releases and waives unto  Landlord
(including all partners, stockholders,

                                        9

<PAGE>

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

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

      a. INDEMNITY.  Tenant shall indemnify and hold Landlord  harmless from and
against any and all claims, damages,  losses,  liabilities,  lawsuits, costs and
expenses  (including  attorneys' fees at all tribunal  levels) arising out of or
related to (i) any activity, work, or other thing done, permitted or suffered by
Tenant in or about the Premises or the  Building,  (ii) any breach or default by
Tenant in the performance of any of its  obligations  under this Lease, or (iii)
any act or neglect of  Tenant,  or any  officer,  agent,  employee,  contractor,
servant, invitee or guest of Tenant.

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

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

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

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

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

          ii.   Agreeing to attorn to the mortgagee;

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

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

          v.    Agreeing to attorn to any successor Landlord; and

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

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

      c. ESTOPPEL  CERTIFICATES.  Tenant  agrees  to  execute   within  five (5)
business days after request,  and as often as requested,  estoppel  certificates
confirming any factual matter  requested by Landlord which is true and is within
Tenant's knowledge regarding this Lease, and

                                       10

<PAGE>

the  Premises,  including  but not limited to: (i) the date of  occupancy,  (ii)
Expiration  Date,  (iii) the  amount of Rent due and date to which Rent is paid,
(iii) whether Tenant has any defense or offsets to the enforcement of this Lease
or the Rent  payable,  (iv) any default or breach by  Landlord,  and (v) whether
this Lease, together with any modifications or amendments,  is in full force and
effect.  Tenant  shall  attach  to  such  estoppel  certificate  copies  of  any
modifications or amendments to the Lease.

      18. ASSIGNMENT - SUBLEASE.

      a. LANDLORD  CONSENT.  Tenant may not assign or encumber this Lease or its
interest in the Premises arising under this Lease, and may not sublet all or any
part of the Premises  without first  obtaining the written  consent of Landlord,
which consent  shall not be withheld  unreasonably.  Factors which  Landlord may
consider in deciding  whether to consent to an  assignment  or sublease  include
(without  limitation),  (i) the  creditworthiness  of the assignee or sublessee,
(ii) the proposed use of the Premises, (iii) whether there is other vacant space
in the Building,  (iv) whether the assignee or sublessee will vacate other space
owned by  Landlord,  (v)  whether  Landlord  is  negotiating  with the  proposed
sublessee or assignee for a lease of other space owned by Landlord, and (vi) any
renovations  to the  Premises or special  services  required by the  assignee or
sublessee.  Landlord  will not consent to an  assignment  or sublease that might
result in a use that  conflicts  with the  rights of any  existing  tenant.  One
consent shall not be the basis for any further consent.

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

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

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

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

      f. LIMITATION ON RIGHTS OF ASSIGNEE/SUBLESSEE.  Any assignment or sublease
for which Landlord's consent is required shall not include the right to exercise
any options to renew the Lease Term,  expand the Premises,  or similar  options,
unless specifically provided for in the consent.

                                       11

<PAGE>

      g. TENANT NOT RELEASED.  No assignment or sublease shall release Tenant of
any of its obligations under this Lease.

      h. LANDLORD'S RIGHT TO COLLECT SUBLEASE RENTS UPON TENANT DEFAULT.  If the
Premises (or any portion) is sublet and Tenant defaults under its obligations to
Landlord,  then Landlord is authorized,  at its option,  to collect all sublease
rents  directly from the  Sublessee.  Tenant hereby assigns the right to collect
the sublease rents to Landlord in the event of Tenant default. The collection of
sublease  rents by Landlord shall not relieve  Tenant of its  obligations  under
this Lease, nor shall it create a contractual relationship between Sublessee and
Landlord or give  Sublessee  any greater  estate or right to the  Premises  than
contained in its Sublease.

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

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

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

      19. DAMAGES TO PREMISES.

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

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

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

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

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

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

      d. TENANT'S RESTORATION  OBLIGATIONS.  Unless terminated,  the Lease shall
remain in full force and effect, and Tenant shall promptly repair,  restore,  or
replace  Tenant's trade  fixtures,

                                       12

<PAGE>

decorations, signs, contents, and any Non-Standard Improvements to the Premises.
All repair,  restoration or replacement  shall be at least to the same condition
as existed  prior to the  Casualty.  The  proceeds of all  insurance  carried by
Tenant on its property shall be held in trust by Tenant for the purposes of such
repair, restoration, or replacement.

      e. RENT  ABATEMENT.  If Premises is rendered  wholly  untenantable  by the
Casualty, then the Rent payable by Tenant shall be fully abated. If the Premises
is only partially damaged,  then Tenant shall continue the operation of Tenant's
business in any part not damaged to the extent  reasonably  practicable from the
standpoint of prudent business  management,  and Rent and other charges shall be
abated proportionately to the portion of the Premises rendered untenantable. The
abatement  shall be from the date of the Casualty  until the Premises  have been
substantially  repaired and restored,  or until Tenant's business operations are
restored in the entire Premises,  whichever shall first occur.  However,  if the
Casualty is caused by the negligence or other  wrongful  conduct of Tenant or of
Tenant's subtenants,  licensees,  contractors,  or invitees, or their respective
agents or employees, there shall be no abatement of Rent.

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

      20. EMINENT DOMAIN.

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

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

      21. ENVIRONMENTAL COMPLIANCE.

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

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

                                       13

<PAGE>

Landlord's request,  concerning Tenant's best knowledge and belief regarding the
presence of hazardous substances or materials on the Premises.

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

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

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

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

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

      h. TENANT'S LIABILITY AFTER TERMINATION OF LEASE. The covenants  contained
in this Section 21 shall survive the  expiration or  termination  of this Lease,
and shall continue for so long as Landlord and its successors and assigns may be
subject to any expense, liability,  charge, penalty, or obligation against which
Tenant has agreed to indemnify Landlord under this Section 21.

      22. DEFAULT.

      a. TENANT'S  DEFAULT.  Tenant  shall be in  default  under  this Lease  if
Tenant:

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

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

                                       14

<PAGE>

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

            iv.   Makes any transfer in fraud of creditors as defined in Section
                  548 of the United States  Bankruptcy  Code (11 U.S.C.  548, as
                  amended or replaced),  has a receiver appointed for its assets
                  (and the  appointment  is not stayed or vacated  within thirty
                  (30) days), or makes an assignment for benefit of creditors.

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

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

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

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

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

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

            vi.   Lock the  Premises  and deny  Tenant  access  thereto  without
                  obtaining any court authorization; or

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

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

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

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

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

                                       15

<PAGE>

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

      23. MULTIPLE DEFAULTS.

      a. LOSS OF OPTION RIGHTS.  Tenant  acknowledges that any rights or options
of first refusal, or to extend the Term, to expand the size of the Premises,  to
purchase the Premises or the Building,  or other similar rights or options which
have been granted to Tenant under this Lease are conditioned upon the prompt and
diligent performance of the terms of this Lease by Tenant.  Accordingly,  should
Tenant default under this Lease on two (2) or more  occasions  during any twelve
(12) month period, in addition to all other remedies available to Landlord,  all
such rights and options shall  automatically,  and without further action on the
part of any party, expire and be of no further force and effect.

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

      c. EFFECT ON NOTICE RIGHTS AND CURE PERIODS.  Should Tenant  default under
this Lease on two (2) or more occasions during any twelve (12) month period,  in
addition to all other remedies available to Landlord, any notice requirements or
cure  periods  otherwise  set forth in this Lease  with  respect to a default by
Tenant shall not apply.

      24. BANKRUPTCY.

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

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

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

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

      c. ASSUMPTION OF LEASE  OBLIGATIONS.  Any proposed  assignee of this Lease
must assume and agree to be personally bound by the provisions  of this Lease.

                                       16

<PAGE>

      25. NOTICES.

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

      b. FORM; DELIVERY; RECEIPT. ALL NOTICES, DEMANDS AND REQUESTS WHICH MAY BE
GIVEN OR WHICH ARE  REQUIRED TO BE GIVEN BY EITHER PARTY TO THE OTHER MUST BE IN
WRITING UNLESS OTHERWISE SPECIFIED. Notices, demands or requests shall be deemed
to have been properly given for all purposes if (i) delivered  against a written
receipt of delivery, (ii) mailed by express, registered or certified mail of the
United States Postal Service,  return receipt  requested,  postage  prepaid,  or
(iii) delivered to a nationally  recognized  overnight  courier service for next
business day  delivery to the  receiving  party's  address as set forth above or
(iv) delivered via telecopier or facsimile  transmission to the facsimile number
listed  above,  with  an  original   counterpart  of  such   communication  sent
concurrently  as  specified in  subsection  (ii) or (iii) above and with written
confirmation of receipt of transmission  provided.  Each such notice,  demand or
request  shall be deemed to have been  received  upon the  earlier of the actual
receipt or refusal by the  addressee  or three (3) business  days after  deposit
thereof at any main or branch  United  States post office if sent in  accordance
with subsection (ii) above, and the next business day after deposit thereof with
the courier if sent pursuant to subsection (iii) above.

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

      d. NOTICE BY LEGAL COUNSEL. Notices may be given on behalf of any party by
such party's legal counsel.

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

      27. RIGHT TO RELOCATE.

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

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

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

                                       17

<PAGE>

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

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

      f. LIMITATION ON LANDLORD'S LIABILITY.  Except as provided above, Landlord
shall not be liable or responsible  in any way for damages or injuries  suffered
by  Tenant  pursuant  to  the  relocation  in  accordance  with  this  provision
including, but not limited to, the loss of goodwill,  business,  productivity or
profits.

      28. BROKER'S COMMISSIONS.

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

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

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

      29. MISCELLANEOUS.

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

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

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

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

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

                                       18

<PAGE>

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

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

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

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

      j. TIME OF THE ESSENCE.  Time is of the essence in the  performance of all
obligations under the terms of this Lease.

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

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

      m. TENANT'S FINANCIAL STATEMENTS.  Upon request of Landlord, Tenant agrees
to furnish to Landlord  copies of Tenant's  most recent  annual,  quarterly  and
monthly financial  statements,  audited if available.  The financial  statements
shall be prepared in accordance with generally accepted  accounting  principles,
consistently applied. The financial statements shall include a balance sheet and
a statement of profit and loss, and the annual  financial  statement  shall also
include a statement of changes in financial position and appropriate explanatory
notes. Landlord

                                       19

<PAGE>

may deliver the financial statements to any prospective or existing mortgagee or
purchaser of the Building.

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

      o. PARTIAL  INVALIDITY.  The invalidity of any portion of this Lease shall
not invalidate the remaining portions of the Lease.

      p. BINDING EFFECT. This Lease shall be binding upon the respective parties
hereto, and upon their heirs, executors, successors and assigns.

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

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

      s. TERMINOLOGY.  The singular shall include the plural, and the masculine,
feminine or neuter includes the other.

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

      u. CHOICE  OF LAW.  This  Lease  shall be  interpreted  and  enforced  in
accordance with the laws of the State in which the Premises are located.

      v. EFFECTIVE  DATE. The submission of this Lease to Tenant for review does
not constitute a reservation of or option for the Premises, and this Lease shall
become  effective  as a contract  only upon the  execution  and delivery by both
Landlord and Tenant.  The date of  execution  shall be entered on the top of the
first  page of this Lease by  Landlord,  and shall be the date on which the last
party  signed the Lease,  or as  otherwise  may be  specifically  agreed by both
parties.  Such date,  once  inserted,  shall be  established as the final day of
ratification  by all  parties  to this  Lease,  and  shall  be the  date for use
throughout this Lease as the "Effective Date".

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

      30.1 EARLY  TERMINATION  OPTION.  SUBJECT TO THE LIMITATIONS  HEREINBELOW,
TENANT  SHALL HAVE THE OPTION TO TERMINATE  THE LEASE EARLY ON OR AFTER  OCTOBER
31, 2006,  UPON AT LEAST ONE HUNDRED  FIFTY (150) DAYS PRIOR  WRITTEN  NOTICE TO
LANDLORD (THE "EARLY TERMINATION NOTICE") AND PAYMENT TO LANDLORD WITH THE EARLY
TERMINATION  NOTICE OF A TERMINATION  FEE (THE  "TERMINATION  FEE") IN AN AMOUNT
EQUAL TO THE VALUE OF TWO (2) MONTHS OF RENT WHICH WOULD  OTHERWISE BE SCHEDULED
TO BE PAID FOR THE TWO (2) MONTHS  IMMEDIATELY  FOLLOWING THE EARLY  TERMINATION
DATE. THE EARLY  TERMINATION  DATE SHALL BE THE DATE SPECIFIED BY TENANT AS SUCH
IN THE EARLY  TERMINATION  NOTICE  WHICH  DATE SHALL BE AT THE END OF A CALENDAR
MONTH.  IF REQUESTED  BY EITHER  PARTY,  THE PARTIES  SHALL ENTER INTO A WRITTEN
TERMINATION  AGREEMENT  CONFIRMING THE EARLY TERMINATION OF THE LEASE. THE LEASE
AND THE TERM  SHALL COME TO AN END ON THE EARLY  TERMINATION  DATE WITH THE SAME
FORCE AND EFFECT AS IF THE TERM WERE, BY THE PROVISIONS HEREOF,  FIXED TO EXPIRE
ON SUCH  DATE.  NOTWITHSTANDING  THE  FOREGOING.  TENANTS'  OPTION TO  TERMINATE
GRANTED  HEREIN SHALL BE NULL AND VOID,  AND OF NO FORCE OR EFFECT IF (I) TENANT
IS IN  DEFAULT  OF THE LEASE AT THE TIME OF  DELIVERY  OF THE EARLY  TERMINATION
NOTICE OR AT ANY TIME  THEREAFTER,  UP TO AND  INCLUDING  THE EARLY  TERMINATION
DATE,  OR (II) TENANT  FAILS TO GIVE THE EARLY  TERMINATION  NOTICE AT LEAST ONE
HUNDRED EIGHTY (180) DAYS PRIOR TO THE EARLY  TERMINATION  DATE, OR (III) TENANT
FAILS TO PAY IN FULL WHEN DUE THE TERMINATION FEE; PROVIDED,

                                       20

<PAGE>

however, Landlord shall have the right to waive any of the foregoing conditions,
declare  the Lease  terminated  as of the Early  Termination  Date,  and  remain
entitled  to  payment of the  Termination  Fee by Tenant if the same is not paid
when due.

      31. ADDENDA AND EXHIBITS. If any addenda are noted below, such addenda are
incorporated herein and made a part of this Lease.
      a.    LEASE ADDENDUM NUMBER ONE - "WORK LETTER"
      b.    LEASE ADDENDUM NUMBER TWO - "ADDITIONAL RENT - OPERATING EXPENSE
            PASS THROUGHS"
      c.    EXHIBIT A - PREMISES
      d.    EXHIBIT B - RULES AND REGULATIONS
      e.    EXHIBIT C - COMMENCEMENT AGREEMENT

                   [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY
                         SIGNATURE BLOCKS ON NEXT PAGE]

                                       21

<PAGE>

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

LANDLORD:                                       TENANT:

AP SOUTHEAST PORTFOLIO PARTNERS, L.P.           BIOTEL, INC
a Delaware Limited Partnership                  A MINNESOTA CORPORATION
By: AP-GP Southeast Portfolio Partners, L.P.
    a Delaware limited partnership,
    its general partner
By: Highwoods Realty GP Corp.,
    a Delaware corporation,
    its general partner

BY: \s\ W.B. Reasey                             By: \s\ B. Steven Springrose
    ---------------------------------               ---------------------------
Its: Senior Vice President - Regional           Its: President
Manager

Witness 1: \s\ Karen A. Buntin                  Witness 1: \s\ Julie Springrose
           --------------------------                      --------------------
          (signature)                                      (signature)

KAREN A. BUNTIN                                 JULIE SPRINGROSE
-------------------------------------           -------------------------------
(print name)                                    (print name)

Witness 2: \s\ Peggy J. Tetrick                 Witness 2: \s\ Sara Fricke
           --------------------------                      --------------------
           (signature)                                     (signature)

PEGGY J. TETRICK                                SARA FRICKE
-------------------------------------           -------------------------------
(print name)                                    (print name)

                                       22

<PAGE>

                  LEASE ADDENDUM NUMBER ONE [TENANT TO DO WORK]

      WORKLETTER.  This Lease Addendum  Number One (the "First  Addendum")  sets
forth the rights and  obligations  of Landlord  and Tenant with respect to space
planning,  engineering,  final  workshop  drawings,  and  the  construction  and
installation of any improvements to the Premises ("Tenant  Improvements").  This
First Addendum  contemplates  that the  performance of this work will proceed in
four stages in accordance  with the following  schedule:  (i)  preparation  of a
space plan; (ii) final design and engineering and preparation of final plans and
working drawings;  (iii) preparation by the Contractor (as hereinafter  defined)
of an  estimate  of the cost of the Tenant  Improvements;  (iv)  submission  and
approval of plans by appropriate  governmental  authorities and construction and
installation of the Tenant Improvements.

      In consideration of the mutual covenants hereinafter  contained,  Landlord
and Tenant do mutually agree to the following:

      1.  ALLOWANCE.  Landlord IS NOT  PROVIDING ANY  IMPROVEMENT  ALLOWANCE AND
Tenant is fully  responsible for the payment of all costs in connection with the
Tenant Improvements.

      2. SPACE PLANNING,  DESIGN AND WORKING DRAWINGS.  Tenant shall provide and
designate  architects and engineers  licensed in State in which the Premises are
located and reasonably  acceptable to Landlord,  which  architects and engineers
will  complete  construction  and  mechanical  drawings  and  specifications  as
required to construct  the Tenant  Improvements.  The  architects  and engineers
shall comply with the following:

            a. Attend a reasonable number of meetings with Tenant and Landlord's
      agent to define  Tenant  requirements.  Tenant shall  provide one complete
      space plan  prepared by Tenant's  architect in order to obtain  Landlord's
      approval of such space plan.

            b. Complete  construction  drawings for Tenant's  partition  layout,
      reflected  ceiling grid,  telephone and electrical  outlets,  keying,  and
      finish schedule (subject to the limitation expressed in Section 2 below).

            c. Complete building standard  mechanical plans where necessary (for
      installation  of air  conditioning  system and  ductwork,  and heating and
      electrical facilities) for the work to be done in the Premises.

            d.  All  plans  and  working   drawings  for  the  construction  and
      completion of the Premises  (the  "Plans")  shall be subject to Landlord's
      prior written  approval.  Any changes or  modifications  Tenant desires to
      make to the Plans  shall  also be subject to  Landlord's  prior  approval.
      Landlord agrees that it will not unreasonably withhold its approval of the
      Plans,  or of any changes or  modifications  thereof;  provided,  however,
      Landlord shall have sole and absolute  discretion to approve or disapprove
      any improvements that will be visible to the exterior of the Premises,  or
      which may affect the structural integrity of the Building. Any approval of
      the Plans by Landlord shall not  constitute  approval of any Delays caused
      by Tenant and shall not be deemed a waiver of any rights or remedies  that
      may arise as a result of such Delays.

            e. If Tenant makes any revisions to the space plan after it has been
      approved by both  Landlord  and Tenant,  Tenant  shall pay all  additional
      costs and expenses incurred as a result of such revisions.

      3. SIGNAGE AND KEYING.  Door and/or directory  signage and suite keying in
accordance with building standards shall be provided and installed by Tenant.

      4. WORK AND MATERIALS AT TENANT'S EXPENSE.

            a. Tenant  shall select  Contractors  licensed in State in which the
      Premises are located,  to provide the work and  materials to construct the
      Tenant  Improvements;  provided  that  Landlord  shall first  approve such
      Contractors, such approval not to be unreasonably withheld.

            b.  ALL  WORK  IS TO BE  PERFORMED  IN  COMPLIANCE  WITH  LANDLORD'S
      CONSTRUCTION RULES, REGULATIONS AND SPECIFICATIONS ("CONSTRUCTION RULES"),
      A COPY OF WHICH HAS BEEN PROVIDED TO

                                       23

<PAGE>

      TENANT.  IT IS TENANT'S  RESPONSIBILITY  TO MAKE SURE THAT ITS  CONTRACTOR
      COMPLIES WITH ALL CONSTRUCTION RULES. IF TENANT HAS NOT RECEIVED A COPY OF
      THE  CONSTRUCTION  RULES, IT IS THE  RESPONSIBILITY  OF TENANT TO OBTAIN A
      COPY PRIOR TO  COMMENCEMENT  OF ANY  CONSTRUCTION  ACTIVITIES.  FAILURE TO
      COMPLY WITH THE CONSTRUCTION RULES IS A DEFAULT UNDER THE LEASE.

            c. Tenant shall pay Landlord a fee of ____0___ to reimburse Landlord
      for its  costs and  expenses  in  monitoring  construction  of the  Tenant
      Improvements  to assure they are being  constructed in accordance with the
      approved Plans. This fee may be deducted from the Allowance by Landlord.

            d. Upon  completion of the Tenant  Improvements  and within five (5)
      days after demand by Landlord,  Tenant shall deliver to Landlord (i) final
      releases  of lien from all  contractors,  subcontractors  and  materialmen
      performing   any  work  or  providing   any   materials   for  the  Tenant
      Improvements,  and from any lienors giving notice required under law; (ii)
      a final  contractor's  affidavit from the general Contractor in accordance
      with  applicable  law; and (iii) any supporting  documentation  evidencing
      final  completion  and  payment  of  the  Tenant  Improvements  reasonably
      requested by Landlord.

      5. COMMENCEMENT  DATE.   Landlord  shall  be  deemed  to  have  delivered
possession of the Premises on the  Commencement  Date set forth in Section 1b of
the Lease, and the Commencement Date of the Lease shall not be delayed by reason
of the  non-completion  of the Tenant  Improvements  or the  failure to obtain a
certificate of occupancy or a temporary certificate of occupancy.

      6. MATERIALS AND  WORKMANSHIP.  Tenant  covenants and agrees that all work
performed in connection with the construction of the Premises shall be performed
in a good and workmanlike  manner and in accordance with all applicable laws and
regulations  and with the final  approved  Plans.  Tenant agrees to exercise due
diligence in completing the construction of the Premises.

      7. INSURANCE;  INDEMNITY. Prior to any entering the Premises or commencing
construction,  Tenant shall comply with all  insurance  provisions of the Lease.
All waiver and  indemnity  provisions of the Lease shall apply upon Tenant's (or
it's contractor's) entry of the Premises.

                                       24

<PAGE>

                       LEASE ADDENDUM NO. TWO [BASE YEAR]

      ADDITIONAL RENT - OPERATING  EXPENSE PASS THROUGHS.  For the calendar year
commencing  on JANUARY 1, 2006 and for each  calendar  year  thereafter,  Tenant
shall pay to Landlord as Additional Rent,  Tenant's  Proportionate  Share of any
increase in Operating  Expenses (as hereinafter  defined) incurred by Landlord's
operation or  maintenance of the Building  during  calendar year 2005 (the "Base
Year").  For purposes of calculating  Tenant's  Proportionate  Share of real and
personal  property taxes,  Landlord shall use the Base Year or the year in which
the Building and  improvements  are completed and are fully assessed,  whichever
shall be later. Tenant's Proportionate Share shall be calculated by dividing the
2,903 rentable square feet of the Premises by the 72995 net rentable square feet
of the Building,  which equals 3.97%.  If during any calendar year the occupancy
of the rentable area of the Building is less than full, then Operating  Expenses
(as  hereinafter  defined)  will be adjusted for such calendar year at a rate of
95% occupancy.

      As used herein,  the term "Operating  Expenses" shall mean direct costs of
operation,   repair  and  maintenance  as  determined  by  standard   accounting
practices,  including, but not limited to ad valorem real and personal  property
taxes,   hazard  and  liability  insurance   premiums,   utilities,   heat,  air
conditioning,  janitorial service,  labor,  materials,  supplies,  equipment and
tools,  permits,  licenses,  inspection fees, management fees (but not including
the cost of  management  personnel  above the level of  Property  Manager),  and
common area expenses; provided, however, the term "Operating Expenses" shall not
include depreciation on the Building or equipment therein,  interest,  executive
salaries, real estate brokers' commissions, or other expenses that do not relate
to the operation of the  Building.  The annual  statement of Operating  Expenses
shall be  accounted  for and  reported in  accordance  with  generally  accepted
accounting principles (the "Annual Statement").

      For the calendar year  commencing on JANUARY 1, 2006 and for each calendar
year  thereafter  during  the Term,  Landlord  shall  estimate  the  amount  the
Operating  Expenses  shall  increase for such  calendar year above the Operating
Expenses incurred during the Base Year.  Landlord shall send to Tenant a written
statement  of the  amount  of  Tenant's  Proportionate  Share  of any  estimated
increase in Operating  Expenses  and Tenant  shall pay to  Landlord,  monthly as
Additional  Rent,  Tenant's  Proportionate  Share of such  increase in Operating
Expenses.  Within ninety (90) days after the end of each calendar year, Landlord
shall  send a copy of the  Annual  Statement  to Tenant. Pursuant  to the Annual
Statement, Tenant shall pay to Landlord Additional Rent in a lump sum as owed or
Landlord  shall adjust  Tenant's Rent payments if Landlord owes Tenant a credit,
such payment or  adjustment  to be made within thirty (30) days after the Annual
Statement is received by Tenant After the Expiration  Date,  Landlord shall send
Tenant the final Annual Statement for the Term, and Tenant shall pay to Landlord
Additional Rent as owed or if Landlord owes Tenant a credit, then Landlord shall
pay Tenant a refund.  If this Lease  expires or  terminates  on a day other than
December 31, then Additional  Rent shall be prorated on a 365-day  calendar year
(or 366 if a leap year).

      Provided  no default by Tenant is then  outstanding,  Tenant,  at Tenant's
sole cost and  expense  (except as stated  below),  shall have the right,  to be
exercised  by written  notice  given to Landlord  within  thirty (30) days after
receipt of Landlord's  Annual  Statement,  for the preceding  calendar  year, to
audit  Landlord's  books and  records  pertaining  to such  Operating  Expenses,
provided such audit  commences  within thirty (30) days after Tenant's notice to
Landlord and thereafter  proceeds regularly and continuously to conclusion,  but
in no event later than sixty (60) days following commencement of the audit, and,
provided  further,  that such audit  does not  unreasonably  interfere  with the
conduct of Landlord's business, and provided,  further, that such audit shall be
performed  either  by  Tenant  or  a  certified   public   accounting  firm  but
specifically not by any firm the compensation of which is on a contingent basis.
Landlord  agrees to  cooperate  in good faith with  Tenant in the conduct of any
such audit.  To the extent such audit reveals an underpayment or over payment by
Tenant of  Operating  Expenses,  Landlord  and Tenant  shall  promptly  make the
appropriate  adjustments for said over payment or underpayment to be paid to the
other party.  If any such audit  reveals  that the amount of Operating  Expenses
billed to Tenant is more than five percent  (5%) in excess of Tenant's  Share of
actual  Operating  Expenses,  then Landlord shall pay fifty percent (50%) of the
reasonable costs and expenses  incurred by Tenant in connection with such audit.
Tenant  agrees on behalf of Tenant,  its  employees  and agents  (including  any
entity  conducting  such  audit)  that  any and all  information  obtained  from
Landlord's  records,  as well as the  results  of any  audit,  shall  be held in
confidence  and  shall not be  disclosed  to any  third  party  except as may be
specifically required for the limited purpose of enforcing Tenant's rights under
the Lease.

                                       25

<PAGE>

                                    EXHIBIT A
                          LEGAL DESCRIPTION/SPACE PLAN

                                (TO BE PROVIDED)

                                       26

<PAGE>

                                    EXHIBIT B
                              RULES AND REGULATIONS

1.    ACCESS TO BUILDING.  On Saturdays,  Sundays,  legal  holidays and weekdays
      between  the  hours of 6:00 P.M.  and 8:00  A.M.,  access to the  Building
      and/or to the halls, corridors, elevators or stairways in the Building may
      be  restricted  and access  shall be gained by use of a key or  electronic
      card to the outside doors of the Buildings. Landlord may from time to time
      establish  security  controls for the purpose of regulating  access to the
      Building. Tenant shall be responsible for providing access to the Premises
      for its  agents,  employees,  invitees  and  guests  at  times  access  is
      restricted,  and  shall  comply  with all  such  security  regulations  so
      established.

2.    PROTECTING PREMISES. The last member of Tenant to leave the Premises shall
      close and securely  lock all doors or other means of entry to the Premises
      and shut off all lights and equipment in the Premises.

3.    BUILDING  DIRECTORIES.  The  directories  for  the  Building  in the  form
      selected by Landlord shall be used exclusively for the display of the name
      and location of tenants. Any additional names and/or name change requested
      by Tenant to be displayed in the directories  must be approved by Landlord
      and, if approved, will be provided at the sole expense of Tenant.

4.    LARGE ARTICLES.  Furniture,  freight and other large or heavy articles may
      be brought into the Building only at times and in the manner designated by
      Landlord and always at Tenant's  sole  responsibility.  All damage done to
      the  Building,  its  furnishings,  fixtures  or  equipment  by  moving  or
      maintaining  such  furniture,  freight or  articles  shall be  repaired at
      Tenant's expense.

5.    SIGNS. Tenant shall not paint,  display,  inscribe,  maintain or affix any
      sign,  placard,  picture,   advertisement,   name,  notice,  lettering  or
      direction on any part of the outside or inside of the Building,  or on any
      part of the inside of the  Premises  which can be seen from the outside of
      the Premises,  including windows and doors, without the written consent of
      Landlord,  and then only such name or names or matter  and in such  color,
      size, style, character and material as shall be first approved by Landlord
      in writing.  Landlord,  without  notice to Tenant,  reserves  the right to
      remove,  at Tenant's  expense,  all matters  other than that  provided for
      above.

6.    COMPLIANCE  WITH LAWS.  Tenant  shall  comply  with all  applicable  laws,
      ordinances,  governmental  orders or regulations and applicable  orders or
      directions from any public office or body having jurisdiction, whether now
      existing or  hereinafter  enacted with respect to the Premises and the use
      or  occupancy  thereof.  Tenant  shall not make or  permit  any use of the
      Premises  which  directly or  indirectly  is forbidden by law,  ordinance,
      governmental  regulations  or  order or  direction  of  applicable  public
      authority,  which may be  dangerous  to persons or  property  or which may
      constitute a nuisance to other tenants.

7.    HAZARDOUS MATERIALS. Tenant shall not use or permit to be brought into the
      Premises or the Building any flammable oils or fluids, or any explosive or
      other articles deemed hazardous to persons or property, or do or permit to
      be done any act or thing which will  invalidate,  or which, if brought in,
      would be in conflict  with any insurance  policy  covering the Building or
      its operation,  or the Premises, or any part of either, and will not do or
      permit  to be done  anything  in or upon  the  Premises,  or bring or keep
      anything  therein,   which  shall  not  comply  with  all  rules,  orders,
      regulations or requirements  of any  organization,  bureau,  department or
      body having  jurisdiction  with  respect  thereto (and Tenant shall at all
      times comply with all such rules, orders, regulations or requirements), or
      which  shall  increase  the  rate  of  insurance  on  the  Building,   its
      appurtenances, contents or operation.

8.    DEFACING  PREMISES AND  OVERLOADING.  Tenant  shall not place  anything or
      allow  anything to be placed in the  Premises  near the glass of any door,
      partition, wall or window that may be unsightly from outside the Premises.
      Tenant  shall not place or permit to be placed any  article of any kind on
      any window  ledge or on the exterior  walls;  blinds,  shades,  awnings or
      other forms of inside or outside  window  ventilators  or similar  devices
      shall not be placed in or about the outside windows in the Premises except
      to the extent that the character,  shape, color, material and make thereof
      is approved by Landlord. Tenant shall not do any painting or decorating in
      the  Premises  or install  any floor  coverings  in the  Premises or make,
      paint, cut or drill into, or in any way deface any part of the Premises or
      Building  without in each instance  obtaining the prior written consent of
      Landlord. Tenant shall not overload any floor

                                       27

<PAGE>

      or part  thereof in the  Premises,  or any facility in the Building or any
      public corridors or elevators therein by bringing in or removing any large
      or heavy  articles  and  Landlord  may direct and control the  location of
      safes, files, and all other heavy articles and, if considered necessary by
      Landlord   may  require   Tenant  at  its   expense  to  supply   whatever
      supplementary supports necessary to properly distribute the weight.

9.    OBSTRUCTION  OF PUBLIC  AREAS.  Tenant  shall  not,  whether  temporarily,
      accidentally  or  otherwise,  allow  anything to remain in, place or store
      anything  in,  or  obstruct  in  any  way,  any  sidewalk,   court,  hall,
      passageway,  entrance,  or  shipping  area.  Tenant  shall  lend  its full
      cooperation  to keep such areas free from all  obstruction  and in a clean
      and sightly condition,  and move all supplies,  furniture and equipment as
      soon as received  directly to the Premises,  and shall move all such items
      and waste  (other than waste  customarily  removed by Building  employees)
      that are at any time being taken from the  Premises  directly to the areas
      designated  for  disposal.  All  courts,  passageways,  entrances,  exits,
      elevators,  escalators,  stairways, corridors, halls and roofs are not for
      the use of the general  public and Landlord  shall in all cases retain the
      right to control and prevent access thereto by all persons whose presence,
      in  the  judgment  of  Landlord,  shall  be  prejudicial  to  the  safety,
      character,  reputation  and  interest  of the  Building  and its  tenants;
      provided,  however,  that nothing herein  contained  shall be construed to
      prevent  such access to persons  with whom Tenant  deals within the normal
      course of  Tenant's  business  so long as such  persons are not engaged in
      illegal activities.

10.   ADDITIONAL  LOCKS.  Tenant  shall not  attach,  or permit to be  attached,
      additional locks or similar devices to any door or window, change existing
      locks or the mechanism thereof,  or make or permit to be made any keys for
      any door other than those provided by Landlord.  Upon  termination of this
      Lease or of Tenant's  possession,  Tenant shall immediately  surrender all
      keys to the Premises.

11.   COMMUNICATIONS OR UTILITY CONNECTIONS.  If Tenant desires signal, alarm or
      other utility or similar service  connections  installed or changed,  then
      Tenant  shall not  install  or change the same  without  the  approval  of
      Landlord,  and then only  under  direction  of  Landlord  and at  Tenant's
      expense.  Tenant  shall not install in the Premises  any  equipment  which
      requires  a greater  than  normal  amount of  electrical  current  for the
      permitted  use without the advance  written  consent of  Landlord.  Tenant
      shall  ascertain from Landlord the maximum amount of load or demand for or
      use of  electrical  current which can safely be permitted in the Premises,
      taking into account the  capacity of the  electric  wiring in the Building
      and the  Premises  and the needs of other  tenants  in the  Building,  and
      Tenant  shall not in any event  connect a greater  load than that which is
      safe.

12.   OFFICE OF THE BUILDING. Service requirements of Tenant will be attended to
      only  upon  application  at  the  office  of  Highwoods  Properties,  Inc.
      Employees of Landlord shall not perform,  and Tenant shall not engage them
      to do any work outside of their duties unless  specifically  authorized by
      Landlord.

13.   RESTROOMS.  The  restrooms,  toilets,  urinals,  vanities  and  the  other
      apparatus shall not be used for any purpose other than that for which they
      were constructed, and no foreign substance of any kind whatsoever shall be
      thrown therein. The expense of any breakage,  stoppage or damage resulting
      from the  violation  of this rule  shall be borne by the Tenant  whom,  or
      whose employees or invitees, shall have caused it.

14.   INTOXICATION.  Landlord  reserves  the right to  exclude or expel from the
      Building any person who, in the judgment of Landlord,  is intoxicated,  or
      under the influence of liquor or drugs,  or who in any way violates any of
      the Rules and Regulations of the Building.

15.   NUISANCES AND CERTAIN OTHER PROHIBITED USES.  Tenant shall not (a) install
      or  operate   any   internal   combustion   engine,   boiler,   machinery,
      refrigerating,  heating  or air  conditioning  apparatus  in or about  the
      Premises;  (b) engage in any mechanical business,  or in any service in or
      about the Premises or Building,  except those  ordinarily  embraced within
      the  Permitted  Use as  specified  in Section 3 of the Lease;  (c) use the
      Premises for housing,  lodging, or sleeping purposes;  (d) prepare or warm
      food in the  Premises or permit food to be brought  into the  Premises for
      consumption  therein  (heating coffee and individual  lunches of employees
      excepted) except by express permission of Landlord; (e) place any radio or
      television  antennae  on the  roof or on or in any part of the  inside  or
      outside of the Building other than the inside of the Premises,  or place a
      musical or sound  producing  instrument  or device  inside or outside  the
      Premises which may be heard outside the Premises; (f) use any

                                       28

<PAGE>

      power source for the  operation of any  equipment or device other than dry
      cell  batteries or  electricity;  (g) operate any  electrical  device from
      which may  emanate  waves that  could  interfere  with or impair  radio or
      television broadcasting or reception from or in the Building or elsewhere;
      (h) bring or permit to be in the Building any bicycle,  other vehicle, dog
      (except in the company of a blind person),  other animal or bird; (i) make
      or permit any  objectionable  noise or odor to emanate from the  Premises;
      (j) disturb,  harass, solicit or canvass any occupant of the Building; (k)
      do anything in or about the Premises  which could be a nuisance or tend to
      injure the  reputation  of the  Building;  (i) allow any  firearms  in the
      Building or the Premises except as approved by Landlord in writing.

16.   SOLICITATION.  Tenant shall not canvass  other  tenants in the Building to
      solicit business or contributions and shall not exhibit,  sell or offer to
      sell,  use,  rent or  exchange  any  products  or  services in or from the
      Premises unless ordinarily  embraced within the Tenant's  Permitted Use as
      specified in Section 3 of the Lease.

17.   ENERGY  CONSERVATION.  Tenant shall not waste electricity,  water, heat or
      air conditioning and agrees to cooperate fully with Landlord to insure the
      most effective  operation of the Building's  heating and air conditioning,
      and shall  not  allow the  adjustment  (except  by  Landlord's  authorized
      Building personnel) of any controls.

18.   BUILDING  SECURITY.  At all times  other than  normal  business  hours the
      exterior  Building  doors and suite entry  door(s)  must be kept locked to
      assist in  security.  Problems in Building  and suite  security  should be
      directed to Landlord at (864) 772-1371.

19.   PARKING.  Parking is in designated  parking areas only.  There shall be no
      vehicles in "no  parking"  zones or at curbs.  Handicapped  spaces are for
      handicapped   persons   only  and  the  Police   Department   will  ticket
      unauthorized  (unidentified) cars in handicapped spaces. Landlord reserves
      the right to remove  vehicles  that do not comply  with the Lease or these
      Rules  and  Regulations  and  Tenant  shall  indemnify  and hold  harmless
      Landlord from its reasonable  exercise of these rights with respect to the
      vehicles of Tenant and its employees, agents and invitees.

20.   JANITORIAL  SERVICE.  The  janitorial  staff  will  remove  all trash from
      trashcans. Any container or boxes left in hallways or apparently discarded
      unless  clearly  and  conspicuously  labeled  DO NOT REMOVE may be removed
      without  liability  to Tenant.  Any large volume of trash  resulting  from
      delivery of furniture,  equipment, etc., should be removed by the delivery
      company, Tenant, or Landlord at Tenant's expense.  Janitorial service will
      be  provided  after  hours five (5) days a week.  All  requests  for trash
      removal  other than  normal  janitorial  services  should be  directed  to
      Landlord at (803) 772-1371.

21.   CONSTRUCTION.  Tenant shall make no structural or interior  alterations of
      the  Premises.   All  Structural   and   nonstructural   alterations   and
      modifications  to the Premises  shall be coordinated  through  Landlord as
      outlined in the Lease.  Completed  construction  drawings of the requested
      changes  are to be  submitted  to  Landlord  or its  designated  agent for
      pricing and construction supervision.

                                       29

<PAGE>

                                    EXHIBIT C
                             COMMENCEMENT AGREEMENT

      This COMMENCEMENT AGREEMENT (the "First Amendment"), made and entered into
as of this ________ day of __________________, 2004, by and between AP SOUTHEAST
PORTFOLIO  PARTNERS,  L.P., a Delaware limited  partnership,  with its principal
office at 3100  Smoketree  Court,  Suite  600,  Raleigh,  North  Carolina  27604
("Landlord") and _______________________, a ___________________Corporation, with
its principal office at _____________________________ ("Tenant");

                                   WITNESSETH:

      WHEREAS,  Tenant and Landlord  entered into that certain  Lease  Agreement
dated __________ (the "Lease"), for space designated as Suite _____,  comprising
approximately ___________ rentable  square  feet,  in the  _____________________
Building,  located at  ____________________________________,  City of  Columbia,
County of Richland, State of South Carolina; and

      WHEREAS,  the  parties  desire  to  establish  the  Commencement  Date and
Expiration Date as set forth below,

      NOW,  THEREFORE,  in consideration  of the mutual and reciprocal  promises
herein  contained,  Tenant and Landlord hereby agree that said Lease hereinafter
described be, and the same is hereby modified in the following particulars:

      1. The term of the  Lease by and  between  Landlord  and  Tenant  actually
commenced on ___________________  (the "Commencement Date"). The initial term of
said Lease shall  terminate  on  ___________________  (the  "Expiration  Date").
Section 3,  entitled "Term",  and all  references to the  Commencement  Date and
Termination Date in the Lease are hereby amended.

      2. Except as modified and amended by this First Amendment, the Lease shall
remain in full force and effect.

      IN WITNESS  WHEREOF,  Landlord and Tenant have caused this Agreement to be
duly executed, as of the day and year first above written.

LANDLORD:                                      TENANT:

AP SOUTHEAST PORTFOLIO
PARTNERS, L.P.
a Delaware Limited Partnership
By: AP-GP Southeast Portfolio Partners, L.P.
    a Delaware limited partnership,
    its general partner
By: Highwoods Realty GP Corp.,
    a Delaware corporation,
    its general partner

By:                                            By:
   -----------------------------------             ----------------------------
   Senior Vice President - Regional Manager
                                                   ----------------------------

                                       30



<PAGE>


                                                                       Exhibit 2

                                      LEASE

                     DB QUAD PRAIRIE BUSINESS CENTER, INC.,
                                    Landlord,

                                       and

                          Braemar, Inc. & Biotel, Inc.,
                                     Tenant

<PAGE>

                                TABLE OF CONTENTS

1.    USE AND RESTRICTIONS ON USE .........................................    5
2.    TERM ................................................................    6
3.    RENT ................................................................    6
4.    RENT ADJUSTMENTS ....................................................    7
5.    SECURITY DEPOSIT ....................................................    8
6.    ALTERATIONS .........................................................    9
7.    REPAIR ..............................................................    9
8.    LIENS  ..............................................................   10
9.    ASSIGNMENT AND SUBLETTING ...........................................   10
10.   INDEMNIFICATION .....................................................   12
11.   INSURANCE ...........................................................   12
12.   WAIVER OF SUBROGATION ...............................................   13
13.   SERVICES AND UTILITIES ..............................................   13
14.   HOLDING OVER ........................................................   13
15.   SUBORDINATION .......................................................   13
16.   RULES AND REGULATIONS ...............................................   13
17.   REENTRY BY LANDLORD .................................................   13
18.   DEFAULT .............................................................   14
19.   REMEDIES ............................................................   15
20.   TENANT'S BANKRUPTCY OR INSOLVENCY ...................................   18
21.   QUIET ENJOYMENT .....................................................   18
22.   CASUALTY ............................................................   18
23.   EMINENT DOMAIN ......................................................   19
24.   SALE BY LANDLORD ....................................................   20
25.   ESTOPPEL CERTIFICATES ...............................................   20
26.   SURRENDER OF PREMISES ...............................................   20
27.   NOTICES .............................................................   21
28.   TAXES PAYABLE BY TENANT .............................................   21
29.   RELOCATION OF TENANT ................................................   21
30.   DEFINED TERMS AND HEADINGS ..........................................   21
31.   TENANT'S AUTHORITY ..................................................   22
32.   FINANCIAL STATEMENTS AND CREDIT REPORTS .............................   22
33.   COMMISSIONS .........................................................   22
34.   TIME AND APPLICABLE LAW .............................................   22
35.   SUCCESSORS AND ASSIGNS ..............................................   22

                                        i

<PAGE>

                                TABLE OF CONTENTS
                                    CONTINUED

36.   ENTIRE AGREEMENT ....................................................   22
37.   EXAMINATION NOT OPTION ..............................................   22
38.   RECORDATION .........................................................   22
39.   RENEWAL OPTION ......................................................   23
40.   EXPANSION RIGHTS ....................................................   23
41.   TERMINATION OPTION ..................................................   24
42.   LIMITATION OF LANDLORD'S LIABILITY ..................................   25

EXHIBIT A- FLOOR PLAN DEPICTING THE PREMISES
EXHIBIT A-l - SITE PLAN
EXHIBIT B - INITIAL ALTERATIONS
EXHIBIT C - COMMENCEMENT DATE MEMORANDUM
EXHIBIT D - RULES AND REGULATIONS

                                       ii

<PAGE>

                        MULTI-TENANT INDUSTRIAL NET LEASE

                                REFERENCE PAGES

BUILDING:                       Eagandale Business Campus III
                                1285 Corporate Center Drive, Suite 150
                                Eagan, MN 55121

LANDLORD:                       DB Quad Prairie Business Center, Inc.,
                                a Maryland Corporation

LANDLORD'S ADDRESS:             7201 Ohms Lane
                                Suite 210
                                Edina, MN 55439
                                Attn: Property Management

WIRE INSTRUCTIONS AND/OR        DB Quad Prairie Business Center, Inc.
ADDRESS FOR RENT PAYMENT:       75 Remittance Drive, Suite 6828
                                Chicago, IL 60675-6828

LEASE REFERENCE DATE:           January 9, 2006

TENANT:                         Braemar, Inc., a Minnesota corporation &
                                Biotel, Inc., a Minnesota corporation

TENANT'S NOTICE ADDRESS:

      (a) As of beginning       1285 Corporate Center Drive, Suite 150
of Term:                        Eagan, MN 55121

      (b) Prior to              11481 Rupp Drive
beginning of Term (if           Burnsville, MN 55337
different):

PREMISES ADDRESS:               1285 Corporate Center Drive, Suite 150,
                                Eagan, MN 55121

PREMISES RENTABLE AREA:         Approximately 17,314 sq. ft. (for outline of
                                Premises see EXHIBIT A), approximately 5,326
                                sq. ft. office, 4,011 sq. ft. engineering, and
                                7,977 sq. ft. assembly/warehouse

USE:                            General office, assembly and warehouse

SCHEDULED COMMENCEMENT DATE:    March 1,2006

TERM OF LEASE:                  Approximately five (5) years, six (6) months
                                and zero (0) days beginning on the
                                Commencement Date and ending on the

<PAGE>

                                Termination Date. [The period from the
                                Commencement Date to the last day of the
                                same month is the "Commencement Month."]

TERMINATION DATE:               August 31, 2011 [The last day of the sixty-sixth
                                (66th) full calendar month after (if the
                                Commencement Month is not a full calendar
                                month), or from and including (if the
                                Commencement Month is a full calendar month),
                                the Commencement Month]

ANNUAL RENT and MONTHLY
INSTALLMENT OF RENT (Article 3):

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
       PERIOD
---------------------   RENTABLE SQUARE   ANNUAL RENT PER                   MONTHLY INSTALLMENT
  FROM       THROUGH        FOOTAGE         SQUARE FOOT      ANNUAL RENT          OF RENT
-----------------------------------------------------------------------------------------------
<S>         <C>             <C>               <C>           <C>                 <C>
3/1/2006    8/31/2006       17,314            $  0.00       $        0.00       $      0.00
-----------------------------------------------------------------------------------------------
9/1/2006    8/31/2007       17,314            $  5.75       $   99,564.00       $  8,297.00
-----------------------------------------------------------------------------------------------
9/1/2007    8/31/2008       17,314            $  5.95       $  103,020.00       $  8,585.00
-----------------------------------------------------------------------------------------------
9/1/2008    8/31/2009       17,314            $  6.15       $  106,488.00       $  8,874.00
-----------------------------------------------------------------------------------------------
9/1/2009    8/31/2010       17,314            $  6.35       $  109,944.00       $  9,162.00
-----------------------------------------------------------------------------------------------
9/1/2010    8/31/2011       17,314            $  6.55       $  113,412.00       $  9,451.00
-----------------------------------------------------------------------------------------------
</TABLE>

INITIAL ESTIMATED MONTHLY       $2,221.96 (Taxes)
INSTALLMENT OF RENT             $1,857.68 (Operating Expense)
ADJUSTMENTS (Article 4)

TENANT'S PROPORTIONATE SHARE:   7.20%

SECURITY DEPOSIT:               $12,400.00

ASSIGNMENT/SUBLETTING FEE       none

REAL ESTATE BROKER DUE          Welsh Companies, LLC - Landlord
COMMISSION:                     Appletree Properties - Tenant

AMORTIZATION RATE:              8.00%

TENANT'S SIC CODE:              5999

                                        2

<PAGE>

The Reference Pages information is incorporated into and made a part of the
Lease. In the event of any conflict between any Reference Pages information and
the Lease, the Lease shall control. This Lease includes Exhibits A through D,
all of which are made a part of this Lease.

                                        3

<PAGE>

LANDLORD:                               TENANT:

DB QUAD PRAIRIE BUSINESS                BIOTEL, INC.,
CENTER, INC., A MARYLAND CORPORATION    A MINNESOTA CORPORATION
By:  RREEF Management Company, a
     Delaware corporation

By: \s\ Mark Smith                      By: \s\ Steve Springrose
    --------------------------------        --------------------------------

Name: Mark Smith                        Name: Steve Springrose

Title: Regional Manager                 Title: CEO

Dated: 1/17/06                          Dated: January 10, 2006


                                        TENANT:

                                        BRAEMAR, INC.,
                                        A MINNESOTA CORPORATION

                                        By: \s\ Harold Strandquist
                                            --------------------------------
                                        Name: Harold Strandquist

                                        Title: CEO

                                        Dated: January 10th, 2006

                                        4

<PAGE>

                                      LEASE

      By this Lease Landlord leases to Tenant and Tenant leases from Landlord
the Premises in the Building as set forth and described on the Reference Pages.
The Premises are depicted on the floor plan attached hereto as EXHIBIT A, and
the Building is depicted on the site plan attached hereto as EXHIBIT A-1. The
Reference Pages, including all terms defined thereon, are incorporated as part
of this Lease.

1. USE AND RESTRICTIONS ON USE.

      1.1   The Premises are to be used solely for the purposes set forth on the
Reference Pages. Tenant shall not do or permit anything to be done in or about
the Premises which will in any way obstruct or interfere with the rights of
other tenants or occupants of the Building or injure, annoy, or disturb them, or
allow the Premises to be used for any improper, immoral, unlawful, or
objectionable purpose, or commit any waste. Tenant shall not do, permit or
suffer in, on, or about the Premises the sale of any alcoholic liquor without
the written consent of Landlord first obtained. Tenant shall comply with all
governmental laws, ordinances and regulations applicable to the use of the
Premises and its occupancy and shall promptly comply with all governmental
orders and directions for the correction, prevention and abatement of any
violations in the Building or appurtenant land, caused or permitted by, or
resulting from the specific use by, Tenant, or in or upon, or in connection
with, the Premises, all at Tenant's sole expense. Tenant shall not do or permit
anything to be done on or about the Premises or bring or keep anything into the
Premises which will in any way increase the rate of, invalidate or prevent the
procuring of any insurance protecting against loss or damage to the Building or
any of its contents by fire or other casualty or against liability for damage to
property or injury to persons in or about the Building or any part thereof.

      1.2   Tenant shall not, and shall not direct, suffer or permit any of its
agents, contractors, employees, licensees or invitees (collectively, the "Tenant
Entities") to at any time handle, use, manufacture, store or dispose of in or
about the Premises or the Building any (collectively "Hazardous Materials")
flammables, explosives, radioactive materials, hazardous wastes or materials,
toxic wastes or materials, or other similar substances, petroleum products or
derivatives or any substance subject to regulation by or under any federal,
state and local laws and ordinances relating to the protection of the
environment or the keeping, use or disposition of environmentally hazardous
materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to any
of such laws or ordinances (collectively "Environmental Laws"), nor shall Tenant
suffer or permit any Hazardous Materials to be used in any manner not fully in
compliance with all Environmental Laws, in the Premises or the Building and
appurtenant land or allow the environment to become contaminated with any
Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store,
use or dispose of products containing small quantities of Hazardous Materials
(such as aerosol cans containing insecticides, toner for copiers, paints, paint
remover and the like) to the extent customary and necessary for the use of the
Premises for general office purposes; provided that Tenant shall always handle,
store, use, and dispose of any such Hazardous Materials in a safe and lawful
manner and never allow such Hazardous Materials to contaminate the Premises,
Building and appurtenant land or the environment. Tenant shall protect, defend,
indemnify and hold each and all of the Landlord Entities (as defined in Article
30) harmless from and against any and all loss, claims, liability or costs
(including court costs and attorney's fees) incurred by reason of any actual or
asserted failure of Tenant to fully comply with all applicable Environmental
Laws, or the presence, handling, use or disposition in or from the Premises of
any Hazardous Materials by Tenant or any Tenant Entity (even though permissible
under all applicable Environmental Laws or the provisions of this Lease), or by
reason of any actual or asserted failure of Tenant to keep, observe, or perform
any provision of this Section 1.2.

      1.3   Tenant and the Tenant Entities will be entitled to the non-exclusive
use of the common areas of the Building as they exist from time to time during
the Term, including the parking facilities, subject to Landlord's rules and
regulations regarding such use. However, in no event will Tenant or the Tenant
Entities park more vehicles in the parking facilities than Tenant's
Proportionate Share of the total parking spaces available for common use. The
foregoing shall not be deemed to provide Tenant with an exclusive right to any
parking spaces or any guaranty of the availability of any particular parking
spaces or any specific number of parking spaces.

                                        5

<PAGE>

2. TERM.

      2.1   The Term of this Lease shall begin on the date ("Commencement Date")
which shall be the later of the Scheduled Commencement Date as shown on the
Reference Pages and the date that Landlord shall tender possession of the
Premises to Tenant, and shall terminate on the date as shown on the Reference
Pages ("Termination Date"), unless sooner terminated by the provisions of this
Lease. Landlord shall tender possession of the Premises with all the work, if
any, to be performed by Landlord pursuant to EXHIBIT B to this Lease
substantially completed. Tenant shall deliver a punch list of items not
completed within thirty (30) days after Landlord tenders possession of the
Premises and Landlord agrees to proceed with due diligence to perform its
obligations regarding such items. Tenant shall, at Landlord's request, execute
and deliver a memorandum agreement provided by Landlord in the form of EXHIBIT C
attached hereto, setting forth the actual Commencement Date, Termination Date
and, if necessary, a revised rent schedule. Should Tenant fail to do so within
thirty (30) days after Landlord's request, the information set forth in such
memorandum provided by Landlord shall be conclusively presumed to be agreed and
correct.

      2.2   Tenant agrees that in the event of the inability of Landlord to
deliver possession of the Premises on the Scheduled Commencement Date for any
reason, Landlord shall not be liable for any damage resulting from such
inability, but Tenant shall not be liable for any rent until the time when
Landlord can, after notice to Tenant, deliver possession of the Premises to
Tenant. No such failure to give possession on the Scheduled Commencement Date
shall affect the other obligations of Tenant under this Lease, except that if
Landlord is unable to deliver possession of the Premises within ninety (90) days
after the Scheduled Commencement Date (other than as a result of strikes,
shortages of materials, holdover tenancies or similar matters beyond the
reasonable control of Landlord and Tenant is notified by Landlord in writing as
to such delay), Tenant shall have the option to terminate this Lease unless said
delay is as a result of: (a) Tenant's failure to agree to plans and
specifications and/or construction cost estimates or bids; (b) Tenant's request
for materials, finishes or installations other than Landlord's standard except
those, if any, that Landlord shall have expressly agreed to furnish without
extension of time agreed by Landlord; (c) Tenant's change in any plans or
specifications; or, (d) performance or completion by a party employed by Tenant
(each of the foregoing, a "Tenant Delay"). If any delay is the result of a
Tenant Delay, the Commencement Date and the payment of rent under this Lease
shall be accelerated by the number of days of such Tenant Delay.

      2.3   In the event Landlord permits Tenant, or any agent, employee or
contractor of Tenant, to enter, use or occupy the Premises prior to the
Commencement Date, such entry, use or occupancy shall be subject to all the
provisions of this Lease other than the payment of rent, including, without
limitation, Tenant's compliance with the insurance requirements of Article 11.
Said early possession shall not advance the Termination Date.

3. RENT.

      3.1   Tenant agrees to pay to Landlord the Annual Rent in effect from time
to time by paying the Monthly Installment of Rent then in effect on or before
the first day of each full calendar month during the Term, except that the first
full month's rent shall be paid upon the execution of this Lease. The Monthly
Installment of Rent in effect at any time shall be one-twelfth (1/12) of the
Annual Rent in effect at such time. Rent for any period during the Term which is
less than a full month shall be a prorated portion of the Monthly Installment of
Rent based upon the number of days in such month. Said rent shall be paid to
Landlord, without deduction or offset and without notice or demand, at the Rent
Payment Address, as set forth on the Reference Pages, or to such other person or
at such other place as Landlord may from time to time designate in writing. If
an Event of Default occurs, Landlord may require by notice to Tenant that all
subsequent rent payments be made by an automatic payment from Tenant's bank
account to Landlord's account, without cost to Landlord. Tenant must implement
such automatic payment system prior to the next scheduled rent payment or within
ten (10) days after Landlord's notice, whichever is later. Unless specified in
this Lease to the contrary, all amounts and sums payable by Tenant to Landlord
pursuant to this Lease shall be deemed additional rent.

      3.2   Tenant recognizes that late payment of any rent or other sum due
under this Lease will result in administrative expense to Landlord, the extent
of which additional expense is extremely difficult and economically impractical
to ascertain. Tenant therefore agrees that if rent or any other sum is not paid
when due and payable pursuant to this Lease, a late charge shall be imposed in
an amount equal to the greater of: (a) Fifty Dollars ($50.00), or (b) six
percent (6%) of the unpaid rent or other payment. The amount of the late charge
to be paid by

                                        6

<PAGE>

Tenant shall be reassessed and added to Tenant's obligation for each successive
month until paid. The late charge shall be waived if Tenant's payment is late
due to forces beyond reasonable control of the Tenant. The provisions of this
Section 3.2 in no way relieve Tenant of the obligation to pay rent or other
payments on or before the date on which they are due, nor do the terms of this
Section 3.2 in any way affect Landlord's remedies pursuant to Article 19 of this
Lease in the event said rent or other payment is unpaid after date due.

4.    RENT ADJUSTMENTS.

      4.1   For the purpose of this Article 4, the following terms are defined
as follows:

            4.1.1 LEASE YEAR: Each fiscal year (as determined by Landlord from
time to time) falling partly or wholly within the Term.

            4.1.2 EXPENSES: All costs of operation, maintenance, repair,
replacement and management of the Building (including the amount of any credits
which Landlord may grant to particular tenants of the Building in lieu of
providing any standard services or paying any standard costs described in this
Section 4.1.2 for similar tenants), as determined in accordance with generally
accepted accounting principles, including the following costs by way of
illustration, but not limitation: water and sewer charges; insurance charges of
or relating to all insurance policies and endorsements deemed by Landlord to be
reasonably necessary or desirable and relating in any manner to the protection,
preservation, or operation of the Building or any part thereof; utility costs,
including, but not limited to, the cost of heat, light, power, steam, gas; waste
disposal; the cost of janitorial services; the cost of security and alarm
services (including any central station signaling system); costs of cleaning,
repairing, replacing and maintaining the common areas, including parking and
landscaping, window cleaning costs; labor costs; costs and expenses of managing
the Building including management and/or administrative fees; air conditioning
maintenance costs; elevator maintenance fees and supplies; material costs;
equipment costs including the cost of maintenance, repair and service agreements
and rental and leasing costs; purchase costs of equipment; current rental and
leasing costs of items which would be capital items if purchased; tool costs;
licenses, permits and inspection fees; wages and salaries; employee benefits and
payroll taxes; accounting and legal fees; any sales, use or service taxes
incurred in connection therewith. In addition, Landlord shall be entitled to
recover, as additional rent (which, along with any other capital expenditures
constituting Expenses, Landlord may either include in Expenses or cause to be
billed to Tenant along with Expenses and Taxes but as a separate item), Tenant's
Proportionate Share of: (i) an allocable portion of the cost of capital
improvement items which are reasonably calculated to reduce operating expenses;
(ii) the cost of fire sprinklers and suppression systems and other life safety
systems; and (iii) other capital expenses which are required under any
governmental laws, regulations or ordinances which were not applicable to the
Building at the time it was constructed; but the costs described in this
sentence shall be amortized over the reasonable life of such expenditures in
accordance with such reasonable life and amortization schedules as shall be
determined by Landlord in accordance with generally accepted accounting
principles, with interest on the unamortized amount at one percent (1%) in
excess of the Wall Street Journal prime lending rate announced from time to
time. Expenses shall not include depreciation or amortization of the Building or
equipment in the Building except as provided herein, loan principal payments,
costs of alterations of tenants' premises, leasing commissions, interest
expenses on long-term borrowings or advertising costs.

            4.1.3 TAXES: Real estate taxes and any other taxes, charges and
assessments which are levied with respect to the Building or the land
appurtenant to the Building, or with respect to any improvements, fixtures and
equipment or other property of Landlord, real or personal, located in the
Building and used in connection with the operation of the Building and said
land, any payments to any ground lessor in reimbursement of tax payments made by
such lessor; and all fees, expenses and costs incurred by Landlord in
investigating, protesting, contesting or in any way seeking to reduce or avoid
increase in any assessments, levies or the tax rate pertaining to any Taxes to
be paid by Landlord in any Lease Year. Taxes shall not include any corporate
franchise, or estate, inheritance or net income tax, or tax imposed upon any
transfer by Landlord of its interest in this Lease or the Building or any taxes
to be paid by Tenant pursuant to Article 28.

      4.2   Tenant shall pay as additional rent for each Lease Year Tenant's
Proportionate Share of Expenses and Taxes incurred for such Lease Year.

                                        7

<PAGE>

      4.3   The annual determination of Expenses shall be made by Landlord and
shall be binding upon Landlord and Tenant, subject to the provisions of this
Section 4.3. During the Term, Tenant may review, at Tenant's sole cost and
expense, the books and records supporting such determination in an office of
Landlord, or Landlord's agent, during normal business hours, upon giving
Landlord five (5) days advance written notice within sixty (60) days after
receipt of such determination, but in no event more often than once in any one
(1) year period, subject to execution of a confidentiality agreement acceptable
to Landlord, and provided that if Tenant utilizes an independent accountant to
perform such review it shall be one of national standing which is reasonably
acceptable to Landlord, is not compensated on a contingency basis and is also
subject to such confidentiality agreement. If Tenant fails to object to
Landlord's determination of Expenses within ninety (90) days after receipt, or
if any such objection fails to state with specificity the reason for the
objection, Tenant shall be deemed to have approved such determination and shall
have no further right to object to or contest such determination. In the event
that during all or any portion of any Lease Year or Base Year, the Building is
not fully rented and occupied Landlord shall make an appropriate adjustment in
occupancy-related Expenses for such year for the purpose of avoiding distortion
of the amount of such Expenses to be attributed to Tenant by reason of variation
in total occupancy of the Building, by employing consistent and sound accounting
and management principles to determine Expenses that would have been paid or
incurred by Landlord had the Building been at least ninety-five percent (95%)
rented and occupied, and the amount so determined shall be deemed to have been
Expenses for such Lease Year.

      4.4   Prior to the actual determination thereof for a Lease Year, Landlord
may from time to time estimate Tenant's liability for Expenses and/or Taxes
under Section 4.2, Article 6 and Article 28 for the Lease Year or portion
thereof. Landlord will give Tenant written notification of the amount of such
estimate and Tenant agrees that it will pay, by increase of its Monthly
Installments of Rent due in such Lease Year, additional rent in the amount of
such estimate. Any such increased rate of Monthly Installments of Rent pursuant
to this Section 4.4 shall remain in effect until further written notification to
Tenant pursuant hereto.

      4.5   When the above mentioned actual determination of Tenant's liability
for Expenses and/or Taxes is made for any Lease Year and when Tenant is so
notified in writing, then:

            4.5.1 If the total additional rent Tenant actually paid pursuant to
Section 4.3 on account of Expenses and/or Taxes for the Lease Year is less than
Tenant's liability for Expenses and/or Taxes, then Tenant shall pay such
deficiency to Landlord as additional rent in one lump sum within thirty (30)
days of receipt of Landlord's bill therefor; and

            4.5.2 If the total additional rent Tenant actually paid pursuant to
Section 4.3 on account of Expenses and/or Taxes for the Lease Year is more than
Tenant's liability for Expenses and/or Taxes, then Landlord shall credit the
difference against the then next due payments to be made by Tenant under this
Article 4, or, if the Lease has terminated, refund the difference in cash.

      4.6   If the Commencement Date is other than January 1 or if the
Termination Date is other than December 31, Tenant's liability for Expenses and
Taxes for the Lease Year in which said Date occurs shall be prorated based upon
a three hundred sixty-five (365) day year.

5.    SECURITY DEPOSIT. Tenant shall deposit the Security Deposit with Landlord
upon the execution of this Lease. Said sum shall be held by Landlord as security
for the faithful performance by Tenant of all the terms, covenants and
conditions of this Lease to be kept and performed by Tenant and not as an
advance rental deposit or as a measure of Landlord's damage in case of Tenant's
default. If Tenant defaults with respect to any provision of this Lease,
Landlord may use any part of the Security Deposit for the payment of any rent or
any other sum in default, or for the payment of any amount which Landlord may
spend or become obligated to spend by reason of Tenant's default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion is so used, Tenant shall within five
(5) days after written demand therefor, deposit with Landlord an amount
sufficient to restore the Security Deposit to its original amount and Tenant's
failure to do so shall be a material breach of this Lease. Except to such
extent, if any, as shall be required by law, Landlord shall not be required to
keep the Security Deposit separate from its general funds, and Tenant shall not
be entitled to interest on such deposit. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the Security
Deposit or any balance thereof shall be returned to Tenant at such time after
termination of this Lease when Landlord shall have determined that all of
Tenant's obligations under this Lease have been fulfilled.

                                        8

<PAGE>

6.    ALTERATIONS.

      6.1   Except for those, if any, specifically provided for in EXHIBIT B to
this Lease, Tenant shall not make or suffer to be made any alterations,
additions, or improvements, including, but not limited to, the attachment of any
fixtures or equipment in, on, or to the Premises or any part thereof or the
making of any improvements as required by Article 7, without the prior written
consent of Landlord. When applying for such consent, Tenant shall, if requested
by Landlord, furnish complete plans and specifications for such alterations,
additions and improvements. Landlord's consent shall not be unreasonably
withheld with respect to alterations which (i) are not structural in nature,
(ii) are not visible from the exterior of the Building, (iii) do not affect or
require modification of the Building's electrical, mechanical, plumbing, HVAC or
other systems, and (iv) in aggregate do not cost more than $5.00 per rentable
square foot of that portion of the Premises affected by the alterations in
question.

      6.2   In the event Landlord consents to the making of any such alteration,
addition or improvement by Tenant, the same shall be made by using either
Landlord's contractor or a contractor reasonably approved by Landlord, in either
event at Tenant's sole cost and expense. If Tenant shall employ any contractor
other than Landlord's contractor and such other contractor or any subcontractor
of such other contractor shall employ any non-union labor or supplier, Tenant
shall be responsible for and hold Landlord harmless from any and all delays,
damages and extra costs suffered by Landlord as a result of any dispute with any
labor unions concerning the wage, hours, terms or conditions of the employment
of any such labor. In any event Landlord may charge Tenant a construction
management fee not to exceed five percent (5%) of the cost of such work to cover
its overhead as it relates to such proposed work, plus third-party costs
actually incurred by Landlord in connection with the proposed work and the
design thereof, with all such amounts being due five (5) days after Landlord's
demand.

      6.3   All alterations, additions or improvements proposed by Tenant shall
be constructed in accordance with all government laws, ordinances, rules and
regulations, using Building standard materials where applicable, and Tenant
shall, prior to construction, provide the additional insurance required under
Article 11 in such case, and also all such assurances to Landlord as Landlord
shall reasonably require to assure payment of the costs thereof, including but
not limited to, notices of non-responsibility, waivers of lien, surety company
performance bonds and funded construction escrows and to protect Landlord and
the Building and appurtenant land against any loss from any mechanic's,
materialmen's or other liens. Tenant shall pay in addition to any sums due
pursuant to Article 4, any increase in real estate taxes attributable to any
such alteration, addition or improvement for so long, during the Term, as such
increase is ascertainable; at Landlord's election said sums shall be paid in the
same way as sums due under Article 4.

7.    REPAIR.

      7.1   Landlord shall have no obligation to alter, remodel, improve,
repair, decorate or paint the Premises, except as specified in EXHIBIT B if
attached to this Lease and except that Landlord shall repair and maintain the
structural portions of the roof, foundation, exterior glass and plate glass
unless damaged by Tenant, and walls of the Building. By taking possession of the
Premises, Tenant accepts them as being in good order, condition and repair and
in the condition in which Landlord is obligated to deliver them, except as set
forth in the punch list to be delivered pursuant to Section 2.1. It is hereby
understood and agreed that no representations respecting the condition of the
Premises or the Building have been made by Landlord to Tenant, except as
specifically set forth in this Lease. Landlord shall not be liable for any
failure to make any repairs or to perform any maintenance unless such failure
shall persist for an unreasonable time after written notice of the need of such
repairs or maintenance is given to Landlord by Tenant.

      7.2   Tenant shall at its own cost and expense keep and maintain all parts
of the Premises and such portion of the Building and improvements as are within
the exclusive control of Tenant in good condition, promptly making all necessary
repairs and replacements, whether ordinary or extraordinary, with materials and
workmanship of the same character, kind and quality as the original (including,
but not limited to, repair and replacement of all fixtures installed by Tenant,
water heaters serving the Premises, exterior glass and plate glass if damaged by
Tenant, doors, exterior stairs, skylights, any special office entries, interior
walls and finish work, floors and floor coverings, heating and air conditioning
systems serving the Premises, electrical systems and fixtures, sprinkler
systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures, and
performance of regular removal of trash and debris). Tenant as part of its
obligations hereunder shall keep the Premises in a clean and sanitary condition.
Tenant

                                        9

<PAGE>

will, as far as possible keep all such parts of the Premises from deterioration
due to ordinary wear and from falling temporarily out of repair, and upon
termination of this Lease in any way Tenant will yield up the Premises to
Landlord in good condition and repair, loss by fire or other casualty excepted
(but not excepting any damage to glass). Tenant shall, at its own cost and
expense, repair any damage to the Premises or the Building resulting from and/or
caused in whole or in part by the negligence or misconduct of Tenant, its
agents, employees, contractors, invitees, or any other person entering upon the
Premises as a result of Tenant's business activities or caused by Tenant's
default hereunder.

      7.3   Except as provided in Article 22, there shall be no abatement of
rent and no liability of Landlord by reason of any injury to or interference
with Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or to
fixtures, appurtenances and equipment in the Building. Except to the extent, if
any, prohibited by law, Tenant waives the right to make repairs at Landlord's
expense under any law, statute or ordinance now or hereafter in effect.

      7.4   Tenant shall, at its own cost and expense, enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
approved by Landlord for servicing all heating and air conditioning systems and
equipment serving the Premises (and a copy thereof shall be furnished to
Landlord). The service contract must include all services suggested by the
equipment manufacturer in the operation/maintenance manual and must become
effective within thirty (30) days of the date Tenant takes possession of the
Premises. Should Tenant fail to do so, Landlord may, upon notice to Tenant,
enter into such a maintenance/ service contract on behalf of Tenant or perform
the work and in either case, charge Tenant the cost thereof along with a
reasonable amount for Landlord's overhead.

      7.5   Landlord shall coordinate any repairs and other maintenance of any
railroad tracks serving the Building and, if Tenant uses such rail tracks,
Tenant shall reimburse Landlord or the railroad company from time to time upon
demand, as additional rent, for its share of the costs of such repair and
maintenance and for any other sums specified in any agreement to which Landlord
or Tenant is a party respecting such tracks, such costs to be borne
proportionately by all tenants in the Building using such rail tracks, based
upon the actual number of rail cars shipped and received by such tenant during
each calendar year during the Term.

8.    LIENS. Tenant shall keep the Premises, the Building and appurtenant land
and Tenant's leasehold interest in the Premises free from any liens arising out
of any services, work or materials performed, furnished, or contracted for by
Tenant, or obligations incurred by Tenant. In the event that Tenant fails,
within ten (10) days following the imposition of any such lien, to either cause
the same to be released of record or provide Landlord with insurance against the
same issued by a major title insurance company or such other protection against
the same as Landlord shall accept (such failure to constitute an Event of
Default), Landlord shall have the right to cause the same to be released by such
means as it shall deem proper, including payment of the claim giving rise to
such lien. All such sums paid by Landlord and all expenses incurred by it in
connection therewith shall be payable to it by Tenant within five (5) days
Landlord's demand.

9.    ASSIGNMENT AND SUBLETTING.

      9.1   Tenant shall not have the right to assign or pledge this Lease or to
sublet the whole or any part of the Premises whether voluntarily or by operation
of law, or permit the use or occupancy of the Premises by anyone other than
Tenant, and shall not make, suffer or permit such assignment, subleasing or
occupancy without the prior written consent of Landlord, such consent not to be
unreasonably withheld, and said restrictions shall be binding upon any and all
assignees of the Lease and subtenants of the Premises. In the event Tenant
desires to sublet, or permit such occupancy of, the Premises, or any portion
thereof, or assign this Lease, Tenant shall give written notice thereof to
Landlord at least thirty (30) days but no more than one hundred twenty (120)
days prior to the proposed commencement date of such subletting or assignment,
which notice shall set forth the name of the proposed subtenant or assignee, the
relevant terms of any sublease or assignment and copies of financial reports and
other relevant financial information of the proposed subtenant or assignee.

      9.2   Notwithstanding any assignment or subletting, permitted or
otherwise, Tenant shall at all times remain directly, primarily and fully
responsible and liable for the payment of the rent specified in this Lease and
for compliance with all of its other obligations under the terms, provisions and
covenants of this Lease. Upon the

                                       10

<PAGE>

occurrence of an Event of Default, if the Premises or any part of them are then
assigned or sublet, Landlord, in addition to any other remedies provided in this
Lease or provided by law, may, at its option, collect directly from such
assignee or subtenant all rents due and becoming due to Tenant under such
assignment or sublease and apply such rent against any sums due to Landlord from
Tenant under this Lease, and no such collection shall be construed to constitute
a novation or release of Tenant from the further performance of Tenant's
obligations under this Lease.

      9.3   In addition to Landlord's right to approve of any subtenant or
assignee, Landlord shall have the option, in its sole discretion, in the event
of any proposed subletting or assignment, to terminate this Lease, or in the
case of a proposed subletting of less than the entire Premises, to recapture the
portion of the Premises to be sublet, as of the date the subletting or
assignment is to be effective. The option shall be exercised, if at all, by
Landlord giving Tenant written notice given by Landlord to Tenant within thirty
(30) days following Landlord's receipt of Tenant's written notice as required
above. However, if Tenant notifies Landlord, within five (5) days after receipt
of Landlord's termination notice, that Tenant is rescinding its proposed
assignment or sublease, the termination notice shall be void and the Lease shall
continue in full force and effect. If this Lease shall be terminated with
respect to the entire Premises pursuant to this Section, the Term of this Lease
shall end on the date stated in Tenant's notice as the effective date of the
sublease or assignment as if that date had been originally fixed in this Lease
for the expiration of the Term. If Landlord recaptures under this Section only a
portion of the Premises, the rent to be paid from time to time during the
unexpired Term shall abate proportionately based on the proportion by which the
approximate square footage of the remaining portion of the Premises shall be
less than that of the Premises as of the date immediately prior to such
recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any
outstanding commission obligation which may be due and owing as a result of any
proposed assignment or subletting, whether or not the Premises are recaptured
pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or
any other tenant.

      9.4   In the event that Tenant sells, sublets, assigns or transfers this
Lease, Tenant shall pay to Landlord as additional rent an amount equal to one
hundred percent (100%) of any Increased Rent (as defined below), less the Costs
Component (as defined below), when and as such Increased Rent is received by
Tenant. As used in this Section, "Increased Rent" shall mean the excess of (i)
all rent and other consideration which Tenant is entitled to receive by reason
of any sale, sublease, assignment or other transfer of this Lease, over (ii) the
rent otherwise payable by Tenant under this Lease at such time. For purposes of
the foregoing, any consideration received by Tenant in form other than cash
shall be valued at its fair market value as determined by Landlord in good
faith. The "Costs Component" is that amount which, if paid monthly, would fully
amortize on a straight-line basis, over the entire period for which Tenant is to
receive Increased Rent, the reasonable costs incurred by Tenant for leasing
commissions and tenant improvements in connection with such sublease, assignment
or other transfer.

      9.5   Notwithstanding any other provision hereof, it shall be considered
reasonable for Landlord to withhold its consent to any assignment of this Lease
or sublease of any portion of the Premises if at the time of either Tenant's
notice of the proposed assignment or sublease or the proposed commencement date
thereof, there shall exist any uncured default of Tenant or matter which will
become a default of Tenant with passage of time unless cured, or if the proposed
assignee or sublessee is an entity: (a) with which Landlord is already in
negotiation; (b) is already an occupant of the Building unless Landlord is
unable to provide the amount of space required by such occupant; (c) is a
governmental agency; (d) is incompatible with the character of occupancy of the
Building; (e) with which the payment for the sublease or assignment is
determined in whole or in part based upon its net income or profits; or (f)
would subject the Premises to a use which would: (i) involve increased personnel
or wear upon the Building; (ii) violate any exclusive right granted to another
tenant of the Building; (iii) require any addition to or modification of the
Premises or the Building in order to comply with building code or other
governmental requirements; or, (iv) involve a violation of Section 1.2. Tenant
expressly agrees that for the purposes of any statutory or other requirement of
reasonableness on the part of Landlord, Landlord's refusal to consent to any
assignment or sublease for any of the reasons described in this Section 9.5,
shall be conclusively deemed to be reasonable.

      9.6   Upon any request to assign or sublet, Tenant will pay to Landlord
the Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord's
costs, including reasonable attorney's fees, incurred in investigating and
considering any proposed or purported assignment or pledge of this Lease or
sublease of any of the Premises, regardless of whether Landlord shall consent
to, refuse consent, or determine that Landlord's consent is

                                       11

<PAGE>

not required for, such assignment, pledge or sublease. Any purported sale,
assignment, mortgage, transfer of this Lease or subletting which does not comply
with the provisions of this Article 9 shall be void.

      9.7   If Tenant is a corporation, limited liability company, partnership
or trust, any transfer or transfers of or change or changes within any twelve
(12) month period in the number of the outstanding voting shares of the
corporation or limited liability company, the general partnership interests in
the partnership or the identity of the persons or entities controlling the
activities of such partnership or trust resulting in the persons or entities
owning or controlling a majority of such shares, partnership interests or
activities of such partnership or trust at the beginning of such period no
longer having such ownership or control shall be regarded as equivalent to an
assignment of this Lease to the persons or entities acquiring such ownership or
control and shall be subject to all the provisions of this Article 9 to the same
extent and for all intents and purposes as though such an assignment.

10.   INDEMNIFICATION. None of the Landlord Entities shall be liable and Tenant
hereby waives all claims against them for any damage to any property or any
injury to any person in or about the Premises or the Building by or from any
cause whatsoever (including without limiting the foregoing, rain or water
leakage of any character from the roof, windows, walls, basement, pipes,
plumbing works or appliances, the Building not being in good condition or
repair, gas, fire, oil, electricity or theft), except to the extent caused by or
arising from the gross negligence or willful misconduct of Landlord or its
agents, employees or contractors. Tenant shall protect, indemnify and hold the
Landlord Entities harmless from and against any and all loss, claims, liability
or costs (including court costs and attorney's fees) incurred by reason of (a)
any damage to any property (including but not limited to property of any
Landlord Entity) or any injury (including but not limited to death) to any
person occurring in, on or about the Premises or the Building to the extent that
such injury or damage shall be caused by or arise from any actual or alleged
act, neglect, fault, or omission by or of Tenant or any Tenant Entity to meet
any standards imposed by any duty with respect to the injury or damage; (b) the
conduct or management of any work or thing whatsoever done by the Tenant in or
about the Premises or from transactions of the Tenant concerning the Premises;
(c) Tenant's failure to comply with any and all governmental laws, ordinances
and regulations applicable to the condition or use of the Premises or its
occupancy; or (d) any breach or default on the part of Tenant in the performance
of any covenant or agreement on the part of the Tenant to be performed pursuant
to this Lease. The provisions of this Article shall survive the termination of
this Lease with respect to any claims or liability accruing prior to such
termination.

11.   INSURANCE.

      11.1  Tenant shall keep in force throughout the Term: (a) a Commercial
General Liability insurance policy or policies to protect the Landlord Entities
against any liability to the public or to any invitee of Tenant or a Landlord
Entity incidental to the use of or resulting from any accident occurring in or
upon the Premises with a limit of not less than $1,000,000 per occurrence and
not less than $2,000,000 in the annual aggregate, or such larger amount as
Landlord may prudently require from time to time, covering bodily injury and
property damage liability and $1,000,000 products/completed operations
aggregate; (b) Business Auto Liability covering owned, non-owned and hired
vehicles with a limit of not less than $1,000,000 per accident; (c) insurance
protecting against liability under Worker's Compensation Laws with limits at
least as required by statute with Employers Liability with limits of $500,000
each accident, $500,000 disease policy limit, $500,000 disease--each employee;
(d) All Risk or Special Form coverage protecting Tenant against loss of or
damage to Tenant's alterations, additions, improvements, carpeting, floor
coverings, panelings, decorations, fixtures, inventory and other business
personal property situated in or about the Premises to the full replacement
value of the property so insured; and, (e) Business Interruption Insurance with
limit of liability representing loss of at least approximately six (6) months of
income.

      11.2  The aforesaid policies shall (a) be provided at Tenant's expense;
(b) name the Landlord Entities as additional insureds (General Liability) and
loss payee (Property--Special Form); (c) be issued by an insurance company with
a minimum Best's rating of "A:VII" during the Term; and (d) provide that said
insurance shall not be canceled unless thirty (30) days prior written notice
(ten days for non-payment of premium) shall have been given to Landlord; a
certificate of Liability insurance on ACORD Form 25 and a certificate of
Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant
upon the Commencement Date and at least thirty (30) days prior to each renewal
of said insurance.

      11.3  Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises ("Work") the aforesaid insurance
protection must extend to and include injuries to persons and damage to

                                       12

<PAGE>

property arising in connection with such Work, without limitation including
liability under any applicable structural work act, and such other insurance as
Landlord shall require; and the policies of or certificates evidencing such
insurance must be delivered to Landlord prior to the commencement of any such
Work.

12.   WAIVER OF SUBROGATION. So long as their respective insurers so permit,
Tenant and Landlord hereby mutually waive their respective rights of recovery
against each other for any loss insured by fire, extended coverage, All Risks or
other insurance now or hereafter existing for the benefit of the respective
party but only to the extent of the net insurance proceeds payable under such
policies. Each party shall obtain any special endorsements required by their
insurer to evidence compliance with the aforementioned waiver.

13.   SERVICES AND UTILITIES. Tenant shall pay for all water, gas, heat, light,
power, telephone, sewer, sprinkler system charges and other utilities and
services used on or from the Premises, together with any taxes, penalties, and
surcharges or the like pertaining thereto and any maintenance charges for
utilities. Tenant shall furnish all electric light bulbs, tubes and ballasts,
battery packs for emergency lighting and fire extinguishers. If any such
services are not separately metered to Tenant, Tenant shall pay such proportion
of all charges jointly metered with other premises as determined by Landlord, in
its sole discretion, to be reasonable. Any such charges paid by Landlord and
assessed against Tenant shall be immediately payable to Landlord on demand and
shall be additional rent hereunder. Tenant will not, without the written consent
of Landlord, contract with a utility provider to service the Premises with any
utility, including, but not limited to, telecommunications, electricity, water,
sewer or gas, which is not previously providing such service to other tenants
in the Building. Landlord shall in no event be liable for any interruption or
failure of utility services on or to the Premises.

14.   HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains
possession of the Premises or part of them after termination of this Lease by
lapse of time or otherwise at the rate ("Holdover Rate") which shall be Two
Hundred Percent (200%) of the greater of (a) the amount of the Annual Rent for
the last period prior to the date of such termination plus all Rent Adjustments
under Article 4; and (b) the then market rental value of the Premises as
determined by Landlord assuming a new lease of the Premises of the then usual
duration and other terms, in either case, prorated on a daily basis, and also
pay all damages sustained by Landlord by reason of such retention. If Landlord
gives notice to Tenant of Landlord's election to such effect, such holding over
shall constitute renewal of this Lease for a period from month to month at the
Holdover Rate, but if the Landlord does not so elect, no such renewal shall
result notwithstanding acceptance by Landlord of any sums due hereunder after
such termination; and instead, a tenancy at sufferance at the Holdover Rate
shall be deemed to have been created. In any event, no provision of this Article
14 shall be deemed to waive Landlord's right of reentry or any other right under
this Lease or at law.

15.   SUBORDINATION. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, this Lease
shall be subject and subordinate at all times to ground or underlying leases and
to the lien of any mortgages or deeds of trust now or hereafter placed on,
against or affecting the Building, Landlord's interest or estate in the
Building, or any ground or underlying lease; provided, however, that if the
lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust
elects to have Tenant's interest in this Lease be superior to any such
instrument, then, by notice to Tenant, this Lease shall be deemed superior,
whether this Lease was executed before or after said instrument. Notwithstanding
the foregoing, Tenant covenants and agrees to execute and deliver within ten
(10) days of Landlord's request such further instruments evidencing such
subordination or superiority of this Lease as may be required by Landlord.

16.   RULES AND REGULATIONS. Tenant shall faithfully observe and comply with all
the rules and regulations as set forth in EXHIBIT D to this Lease and all
reasonable and non-discriminatory modifications of and additions to them from
time to time put into effect by Landlord. Landlord shall not be responsible to
Tenant for the non-performance by any other tenant or occupant of the Building
of any such rules and regulations.

17.   REENTRY BY LANDLORD.

      17.1  Landlord reserves and shall at all times have the right to re-enter
the Premises to inspect the same, to show said Premises to prospective
purchasers, mortgagees or tenants, and to alter, improve or repair the Premises
and any portion of the Building, without abatement of rent, and may for that
purpose erect, use and maintain scaffolding, pipes, conduits and other necessary
structures and open any wall, ceiling or floor in and through the

                                       13

<PAGE>

Building and Premises where reasonably required by the character of the work to
be performed, provided entrance to the Premises shall not be blocked thereby,
and further provided that the business of Tenant shall not be interfered with
unreasonably. Landlord shall have the right at any time to change the
arrangement and/or locations of entrances, or passageways, doors and doorways,
and corridors, windows, elevators, stairs, toilets or other public parts of the
Building and to change the name, number or designation by which the Building is
commonly known. In the event that Landlord damages any portion of any wall or
wall covering, ceiling, or floor or floor covering within the Premises, Landlord
shall repair or replace the damaged portion to match the original as nearly as
commercially reasonable but shall not be required to repair or replace more than
the portion actually damaged. Tenant hereby waives any claim for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned by
any action of Landlord authorized by this Article 17.

      17.2  For each of the aforesaid purposes, Landlord shall at all times have
and retain a key with which to unlock all of the doors in the Premises,
excluding Tenant's vaults and safes or special security areas (designated in
advance), and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency to obtain entry to
any portion of the Premises. As to any portion to which access cannot be had by
means of a key or keys in Landlord's possession, Landlord is authorized to gain
access by such means as Landlord shall elect and the cost of repairing any
damage occurring in doing so shall be borne by Tenant and paid to Landlord
within five (5) days of Landlord's demand.

18.   DEFAULT.

      18.1  Except as otherwise provided in Article 20, the following events
shall be deemed to be Events of Default under this Lease:

            18.1.1 Tenant shall fail to pay when due any sum of money becoming
due to be paid to Landlord under this Lease, whether such sum be any installment
of the rent reserved by this Lease, any other amount treated as additional rent
under this Lease, or any other payment or reimbursement to Landlord required by
this Lease, whether or not treated as additional rent under this Lease, and such
failure shall continue for a period of five (5) days after written notice that
such payment was not made when due, but if any such notice shall be given, for
the twelve (12) month period commencing with the date of such notice, the
failure to pay within five (5) days after due any additional sum of money
becoming due to be paid to Landlord under this Lease during such period shall be
an Event of Default, without notice.

            18.1.2 Tenant shall fail to comply with any term, provision or
covenant of this Lease which is not provided for in another Section of this
Article and shall not cure such failure within twenty (20) days (forthwith, if
the failure involves a hazardous condition) after written notice of such failure
to Tenant provided, however, that such failure shall not be an event of default
if such failure could not reasonably be cured during such twenty (20) day
period, Tenant has commenced the cure within such twenty (20) day period and
thereafter is diligently pursuing such cure to completion, but the total
aggregate cure period shall not exceed ninety (90) days.

            18.1.3 Tenant shall fail to vacate the Premises immediately upon
termination of this Lease, by lapse of time or otherwise, or upon termination of
Tenant's right to possession only.

            18.1.4 Tenant shall become insolvent, admit in writing its inability
to pay its debts generally as they become due, file a petition in bankruptcy or
a petition to take advantage of any insolvency statute, make an assignment for
the benefit of creditors, make a transfer in fraud of creditors, apply for or
consent to the appointment of a receiver of itself or of the whole or any
substantial part of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws, as now in
effect or hereafter amended, or any other applicable law or statute of the
United States or any state thereof.

            18.1.5 A court of competent jurisdiction shall enter an order,
judgment or decree adjudicating Tenant bankrupt, or appointing a receiver of
Tenant, or of the whole or any substantial part of its property, without the
consent of Tenant, or approving a petition filed against Tenant seeking
reorganization or arrangement of Tenant under the bankruptcy laws of the United
States, as now in effect or hereafter amended, or any state thereof, and such

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order, judgment or decree shall not be vacated or set aside or stayed within
sixty (60) days from the date of entry thereof.

19.   REMEDIES.

      19.1  Except as otherwise provided in Article 20, upon the occurrence of
any of the Events of Default described or referred to in Article 18, Landlord
shall have the option to pursue any one or more of the following remedies
without any notice or demand whatsoever, concurrently or consecutively and not
alternatively:

            19.1.1 Landlord may, at its election, terminate this Lease or
terminate Tenant's right to possession only, without terminating the Lease.

            19.1.2 Upon any termination of this Lease, whether by lapse of time
or otherwise, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Premises immediately, and deliver possession thereof to Landlord, and Tenant
hereby grants to Landlord full and free license to enter into and upon the
Premises in such event and to repossess Landlord of the Premises as of
Landlord's former estate and to expel or remove Tenant and any others who may be
occupying or be within the Premises and to remove Tenant's signs and other
evidence of tenancy and all other property of Tenant therefrom without being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer,
and without incurring any liability for any damage resulting therefrom, Tenant
waiving any right to claim damages for such re-entry and expulsion, and without
relinquishing Landlord's right to rent or any other right given to Landlord
under this Lease or by operation of law.

            19.1.3 Upon any termination of this Lease, whether by lapse of time
or otherwise, Landlord shall be entitled to recover as damages, all rent,
including any amounts treated as additional rent under this Lease, and other
sums due and payable by Tenant on the date of termination, plus as liquidated
damages and not as a penalty, an amount equal to the sum of: (a) an amount equal
to the then present value of the rent reserved in this Lease for the residue of
the stated Term of this Lease including any amounts treated as additional rent
under this Lease and all other sums provided in this Lease to be paid by Tenant,
minus the fair rental value of the Premises for such residue; (b) the value of
the time and expense necessary to obtain a replacement tenant or tenants, and
the estimated expenses described in Section 19.1.4 relating to recovery of the
Premises, preparation for reletting and for reletting itself; and (c) the cost
of performing any other covenants which would have otherwise been performed by
Tenant.

            19.1.4 Upon any termination of Tenant's right to possession only
without termination of the Lease:

                  19.1.4.1 Neither such termination of Tenant's right to
possession nor Landlord's taking and holding possession thereof as provided in
Section 19.1.2 shall terminate the Lease or release Tenant, in whole or in part,
from any obligation, including Tenant's obligation to pay the rent, including
any amounts treated as additional rent, under this Lease for the full Term, and
if Landlord so elects Tenant shall continue to pay to Landlord the entire amount
of the rent as and when it becomes due, including any amounts treated as
additional rent under this Lease, for the remainder of the Term plus any other
sums provided in this Lease to be paid by Tenant for the remainder of the Term.

                  19.1.4.2 Landlord shall use commercially reasonable efforts to
relet the Premises or portions thereof to the extent required by applicable law.
Landlord and Tenant agree that nevertheless Landlord shall at most be required
to use only the same efforts Landlord then uses to lease premises in the
Building generally and that in any case that Landlord shall not be required to
give any preference or priority to the showing or leasing of the Premises or
portions thereof over any other space that Landlord may be leasing or have
available and may place a suitable prospective tenant in any such other space
regardless of when such other space becomes available and that Landlord shall
have the right to relet the Premises for a greater or lesser term than that
remaining under this Lease, the right to relet only a portion of the Premises,
or a portion of the Premises or the entire Premises as a part of a larger area,
and the right to change the character or use of the Premises. In connection with
or in preparation for any reletting, Landlord may, but shall not be required to,
make repairs, alterations and additions in or to the Premises and redecorate the
same to the extent Landlord deems necessary or desirable, and Tenant shall pay
the cost thereof,

                                       15

<PAGE>

together with Landlord's expenses of reletting, including, without limitation,
any commission incurred by Landlord, within five (5) days of Landlord's demand.
Landlord shall not be required to observe any instruction given by Tenant about
any reletting or accept any tenant offered by Tenant unless such offered tenant
has a credit-worthiness acceptable to Landlord and leases the entire Premises
upon terms and conditions including a rate of rent (after giving effect to all
expenditures by Landlord for tenant improvements, broker's commissions and other
leasing costs) all no less favorable to Landlord than as called for in this
Lease, nor shall Landlord be required to make or permit any assignment or
sublease for more than the current term or which Landlord would not be required
to permit under the provisions of Article 9.

                  19.1.4.3 Until such time as Landlord shall elect to terminate
the Lease and shall thereupon be entitled to recover the amounts specified in
such case in Section 19.1.3, Tenant shall pay to Landlord upon demand the full
amount of all rent, including any amounts treated as additional rent under this
Lease and other sums reserved in this Lease for the remaining Term, together
with the costs of repairs, alterations, additions, redecorating and Landlord's
expenses of reletting and the collection of the rent accruing therefrom
(including reasonable attorney's fees and broker's commissions), as the same
shall then be due or become due from time to time, less only such consideration
as Landlord may have received from any reletting of the Premises; and Tenant
agrees that Landlord may file suits from time to time to recover any sums
falling due under this Article 19 as they become due. Any proceeds of reletting
by Landlord in excess of the amount then owed by Tenant to Landlord from time to
time shall be credited against Tenant's future obligations under this Lease but
shall not otherwise be refunded to Tenant or inure to Tenant's benefit.

      19.2  Upon the occurrence of an Event of Default, Landlord may (but shall
not be obligated to) cure such default at Tenant's sole expense. Without
limiting the generality of the foregoing, Landlord may, at Landlord's option,
enter into and upon the Premises if Landlord determines in its sole discretion
that Tenant is not acting within a commercially reasonable time to maintain,
repair or replace anything for which Tenant is responsible under this Lease or
to otherwise effect compliance with its obligations under this Lease and correct
the same, without being deemed in any manner guilty of trespass, eviction or
forcible entry and detainer and without incurring any liability for any damage
or interruption of Tenant's business resulting therefrom and Tenant agrees to
reimburse Landlord within five (5) days of Landlord's demand as additional rent,
for any expenses which Landlord may incur in thus effecting compliance with
Tenant's obligations under this Lease, plus interest from the date of
expenditure by Landlord at the Wall Street Journal prime rate.

      19.3  Tenant understands and agrees that in entering into this Lease,
Landlord is relying upon receipt of all the Annual and Monthly Installments of
Rent to become due with respect to all the Premises originally leased hereunder
over the full Initial Term of this Lease for amortization, including interest at
the Amortization Rate. For purposes hereof, the "Concession Amount" shall be
defined as the aggregate of all amounts forgone or expended by Landlord as free
rent under the lease, under EXHIBIT B hereof for construction allowances
(excluding therefrom any amounts expended by Landlord for Landlord's Work, as
defined in EXHIBIT B), and for brokers' commissions payable by reason of this
Lease. Accordingly, Tenant agrees that if this Lease or Tenant's right to
possession of the Premises leased hereunder shall be terminated as of any date
("Default Termination Date") prior to the expiration of the full Initial Term
hereof by reason of a default of Tenant, there shall be due and owing to
Landlord as of the day prior to the Default Termination Date, as rent in
addition to all other amounts owed by Tenant as of such Date, the amount
("Unamortized Amount") of the Concession Amount determined as set forth below;
provided, however, that in the event that such amounts are recovered by Landlord
pursuant to any other provision of this Article 19, Landlord agrees that it
shall not attempt to recover such amounts pursuant to this Paragraph 19.3. For
the purposes hereof, the Unamortized Amount shall be determined in the same
manner as the remaining principal balance of a mortgage with interest at the
Amortization Rate payable in level payments over the same length of time as from
the effectuation of the Concession concerned to the end of the full Initial Term
of this Lease would be determined. The foregoing provisions shall also apply to
and upon any reduction of space in the Premises, as though such reduction were a
termination for Tenant's default, except that (i) the Unamortized Amount shall
be reduced by any amounts paid by Tenant to Landlord to effectuate such
reduction and (ii) the manner of application shall be that the Unamortized
Amount shall first be determined as though for a full termination as of the
Effective Date of the elimination of the portion, but then the amount so
determined shall be multiplied by the fraction of which the numerator is the
rentable square footage of the eliminated portion and the denominator is the
rentable square footage of the Premises originally leased hereunder; and the
amount thus obtained shall be the Unamortized Amount.

                                       16

<PAGE>

      19.4  If, on account of any breach or default by Tenant in Tenant's
obligations under the terms and conditions of this Lease, it shall become
necessary or appropriate for Landlord to employ or consult with an attorney or
collection agency concerning or to enforce or defend any of Landlord's rights or
remedies arising under this Lease or to collect any sums due from Tenant, Tenant
agrees to pay all costs and fees so incurred by Landlord, including, without
limitation, reasonable attorneys' fees and costs. TENANT EXPRESSLY WAIVES ANY
RIGHT TO: (A) TRIAL BY JURY; AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY
PRESENT OR FUTURE LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT
REQUIRED BY THE TERMS OF THIS LEASE.

      19.5  Pursuit of any of the foregoing remedies shall not preclude pursuit
of any of the other remedies provided in this Lease or any other remedies
provided by law (all such remedies being cumulative), nor shall pursuit of any
remedy provided in this Lease constitute a forfeiture or waiver of any rent due
to Landlord under this Lease or of any damages accruing to Landlord by reason of
the violation of any of the terms, provisions and covenants contained in this
Lease.

      19.6  No act or thing done by Landlord or its agents during the Term shall
be deemed a termination of this Lease or an acceptance of the surrender of the
Premises, and no agreement to terminate this Lease or accept a surrender of said
Premises shall be valid, unless in writing signed by Landlord. No waiver by
Landlord of any violation or breach of any of the terms, provisions and
covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and
covenants contained in this Lease. Landlord's acceptance of the payment of
rental or other payments after the occurrence of an Event of Default shall not
be construed as a waiver of such Default, unless Landlord so notifies Tenant in
writing. Forbearance by Landlord in enforcing one or more of the remedies
provided in this Lease upon an Event of Default shall not be deemed or construed
to constitute a waiver of such Default or of Landlord's right to enforce any
such remedies with respect to such Default or any subsequent Default.

      19.7  To secure the payment of all rentals and other sums of money
becoming due from Tenant under this Lease, Landlord shall have and Tenant grants
to Landlord a first lien upon the leasehold interest of Tenant under this Lease,
which lien may be enforced in equity, and a continuing security interest upon
all goods, wares, equipment, fixtures, furniture, inventory, accounts, contract
rights, chattel paper and other personal property of Tenant situated on the
Premises, and such property shall not be removed therefrom without the consent
of Landlord until all arrearages in rent as well as any and all other sums of
money then due to Landlord under this Lease shall first have been paid and
discharged. Upon the occurrence of an Event of Default, Landlord shall have, in
addition to any other remedies provided in this Lease or by law, all rights and
remedies under the Uniform Commercial Code, including without limitation the
right to sell the property described in this Section 19.7 at public or private
sale upon five (5) days' notice to Tenant. Tenant shall execute all such
financing statements and other instruments as shall be deemed necessary or
desirable in Landlord's discretion to perfect the security interest hereby
created.

      19.8  Any and all property which may be removed from the Premises by
Landlord pursuant to the authority of this Lease or of law, to which Tenant is
or may be entitled, may be handled, removed and/or stored, as the case may be,
by or at the direction of Landlord but at the risk, cost and expense of Tenant,
and Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord's possession or under Landlord's
control. Any such property of Tenant not retaken by Tenant from storage within
thirty (30) days after removal from the Premises shall, at Landlord's option, be
deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale
without further payment or credit by Landlord to Tenant.

      19.9  If more than one (1) Event of Default occurs during the Term or any
renewal thereof, Tenant's renewal options, expansion options, purchase options
and rights of first offer and/or refusal, if any are provided for in this Lease,
shall be null and void.

                                       17

<PAGE>

20.   TENANT'S BANKRUPTCY OR INSOLVENCY.

      20.1  If at any time and for so long as Tenant shall be subjected to the
provisions of the United States Bankruptcy Code or other law of the United
States or any state thereof for the protection of debtors as in effect at such
time (each a "Debtor's Law"):

            20.1.1 Tenant, Tenant as debtor-in-possession, and any trustee or
receiver of Tenant's assets (each a "Tenant's Representative") shall have no
greater right to assume or assign this Lease or any interest in this Lease, or
to sublease any of the Premises than accorded to Tenant in Article 9, except to
the extent Landlord shall be required to permit such assumption, assignment or
sublease by the provisions of such Debtor's Law. Without limitation of the
generality of the foregoing, any right of any Tenant's Representative to assume
or assign this Lease or to sublease any of the Premises shall be subject to the
conditions that:

                  20.1.1.1 Such Debtor's Law shall provide to Tenant's
Representative a right of assumption of this Lease which Tenant's Representative
shall have timely exercised and Tenant's Representative shall have fully cured
any default of Tenant under this Lease.

                  20.1.1.2 Tenant's Representative or the proposed assignee, as
the case shall be, shall have deposited with Landlord as security for the timely
payment of rent an amount equal to the larger of: (a) three (3) months' rent and
other monetary charges accruing under this Lease; and (b) any sum specified in
Article 5; and shall have provided Landlord with adequate other assurance of the
future performance of the obligations of the Tenant under this Lease. Without
limitation, such assurances shall include, at least, in the case of assumption
of this Lease, demonstration to the satisfaction of the Landlord that Tenant's
Representative has and will continue to have sufficient unencumbered assets
after the payment of all secured obligations and administrative expenses to
assure Landlord that Tenant's Representative will have sufficient funds to
fulfill the obligations of Tenant under this Lease; and, in the case of
assignment, submission of current financial statements of the proposed assignee,
audited by an independent certified public accountant reasonably acceptable to
Landlord and showing a net worth and working capital in amounts determined by
Landlord to be sufficient to assure the future performance by such assignee of
all of the Tenant's obligations under this Lease.

                  20.1.1.3 The assumption or any contemplated assignment of this
Lease or subleasing any part of the Premises, as shall be the case, will not
breach any provision in any other lease, mortgage, financing agreement or other
agreement by which Landlord is bound.

                  20.1.1.4 Landlord shall have, or would have had absent the
Debtor's Law, no right under Article 9 to refuse consent to the proposed
assignment or sublease by reason of the identity or nature of the proposed
assignee or sublessee or the proposed use of the Premises concerned.

21.   QUIET ENJOYMENT. Landlord represents and warrants that it has full right
and authority to enter into this Lease and that Tenant, while paying the rental
and performing its other covenants and agreements contained in this Lease, shall
peaceably and quietly have, hold and enjoy the Premises for the Term without
hindrance or molestation from Landlord subject to the terms and provisions of
this Lease. Landlord shall not be liable for any interference or disturbance by
other tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or disturbance.

22.   CASUALTY

      22.1  In the event the Premises or the Building are damaged by fire or
other cause and in Landlord's reasonable estimation such damage can be
materially restored within one hundred eighty (180) days, Landlord shall
forthwith repair the same and this Lease shall remain in full force and effect,
except that Tenant shall be entitled to a proportionate abatement in rent from
the date of such damage. Such abatement of rent shall be made pro rata in
accordance with the extent to which the damage and the making of such repairs
shall interfere with the use and occupancy by Tenant of the Premises from time
to time. Within forty-five (45) days from the date of such damage, Landlord
shall notify Tenant, in writing, of Landlord's reasonable estimation of the
length of time within which material restoration can be made, and Landlord's
determination shall be binding on Tenant. For purposes of this

                                       18

<PAGE>

Lease, the Building or Premises shall be deemed "materially restored" if they
are in such condition as would not prevent or materially interfere with Tenant's
use of the Premises for the purpose for which it was being used immediately
before such damage.

      22.2  If such repairs cannot, in Landlord's reasonable estimation, be made
within one hundred eighty (180) days, Landlord and Tenant shall each have the
option of giving the other, at any time within ninety (90) days after such
damage, notice terminating this Lease as of the date of such damage. In the
event of the giving of such notice, this Lease shall expire and all interest of
the Tenant in the Premises shall terminate as of the date of such damage as if
such date had been originally fixed in this Lease for the expiration of the
Term. In the event that neither Landlord nor Tenant exercises its option to
terminate this Lease, then Landlord shall repair or restore such damage, this
Lease continuing in full force and effect, and the rent hereunder shall be
proportionately abated as provided in Section 22.1.

      22.3  Landlord shall not be required to repair or replace any damage or
loss by or from fire or other cause to any panelings, decorations, partitions,
additions, railings, ceilings, floor coverings, office fixtures or any other
property or improvements installed on the Premises by, or belonging to, Tenant.
Any insurance which may be carried by Landlord or Tenant against loss or damage
to the Building or Premises shall be for the sole benefit of the party carrying
such insurance and under its sole control.

      22.4  In the event that Landlord should fail to complete such repairs and
material restoration within sixty (60) days after the date estimated by Landlord
therefor as extended by this Section 22.4, Tenant may at its option and as its
sole remedy terminate this Lease by delivering written notice to Landlord,
within fifteen (15) days after the expiration of said period of time, whereupon
the Lease shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease
for the expiration of the Term; provided, however, that if construction is
delayed because of changes, deletions or additions in construction requested by
Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor
shortages, government regulation or control or other causes beyond the
reasonable control of Landlord, the period for restoration, repair or rebuilding
shall be extended for the amount of time Landlord is so delayed.

      22.5  Notwithstanding anything to the contrary contained in this Article:
(a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or
restore the Premises when the damages resulting from any casualty covered by the
provisions of this Article 22 occur during the last twelve (12) months of the
Term or any extension thereof, but if Landlord determines not to repair such
damages Landlord shall notify Tenant and if such damages shall render any
material portion of the Premises untenantable Tenant shall have the right to
terminate this Lease by notice to Landlord within fifteen (15) days after
receipt of Landlord's notice; and (b) in the event the holder of any
indebtedness secured by a mortgage or deed of trust covering the Premises or
Building requires that any insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made by any such holder, whereupon this Lease shall end on the date of such
damage as if the date of such damage were the date originally fixed in this
Lease for the expiration of the Term.

      22.6  In the event of any damage or destruction to the Building or
Premises by any peril covered by the provisions of this Article 22, it shall be
Tenant's responsibility to properly secure the Premises and upon notice from
Landlord to remove forthwith, at its sole cost and expense, such portion of all
of the property belonging to Tenant or its licensees from such portion or all of
the Building or Premises as Landlord shall request.

23.   EMINENT DOMAIN. If all or any substantial part of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power of
eminent domain, or conveyance in lieu of such appropriation, either party to
this Lease shall have the right, at its option, of giving the other, at any time
within thirty (30) days after such taking, notice terminating this Lease, except
that Tenant may only terminate this Lease by reason of taking or appropriation,
if such taking or appropriation shall be so substantial as to materially
interfere with Tenant's use and occupancy of the Premises. If neither party to
this Lease shall so elect to terminate this Lease, the rental thereafter to be
paid shall be adjusted on a fair and equitable basis under the circumstances. In
addition to the rights of Landlord above, if any substantial part of the
Building shall be taken or appropriated by any public or quasi-public authority
under the power of eminent domain or conveyance in lieu thereof, and regardless
of whether the Premises or any part thereof are so taken or appropriated,
Landlord shall have the right, at its sole option, to

                                       19

<PAGE>

terminate this Lease. Landlord shall be entitled to any and all income, rent,
award, or any interest whatsoever in or upon any such sum, which may be paid or
made in connection with any such public or quasi-public use or purpose, and
Tenant hereby assigns to Landlord any interest it may have in or claim to all or
any part of such sums, other than any separate award which may be made with
respect to Tenant's trade fixtures and moving expenses; Tenant shall make no
claim for the value of any unexpired Term.

24.   SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the
Building, the same shall operate to release Landlord from any future liability
upon any of the covenants or conditions, expressed or implied, contained in this
Lease in favor of Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease.
Except as set forth in this Article 24, this Lease shall not be affected by any
such sale and Tenant agrees to attorn to the purchaser or assignee. If any
security has been given by Tenant to secure the faithful performance of any of
the covenants of this Lease, Landlord may transfer or deliver said security, as
such, to Landlord's successor in interest and thereupon Landlord shall be
discharged from any further liability with regard to said security.

25.   ESTOPPEL CERTIFICATES. Within ten (10) days following any written request
which Landlord may make from time to time, Tenant shall execute and deliver to
Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a)
the date of commencement of this Lease; (b) the fact that this Lease is
unmodified and in full force and effect (or, if there have been modifications to
this Lease, that this lease is in full force and effect, as modified, and
stating the date and nature of such modifications); (c) the date to which the
rent and other sums payable under this Lease have been paid; (d) the fact that
there are no current defaults under this Lease by either Landlord or Tenant
except as specified in Tenant's statement; and (e) such other matters as may be
requested by Landlord. Landlord and Tenant intend that any statement delivered
pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or
purchaser, and Tenant shall be liable for all loss, cost or expense resulting
from the failure of any sale or funding of any loan caused by any material
misstatement contained in such estoppel certificate. Tenant irrevocably agrees
that if Tenant fails to execute and deliver such certificate within such ten
(10) day period Landlord or Landlord's beneficiary or agent may execute and
deliver such certificate on Tenant's behalf, and that such certificate shall be
fully binding on Tenant.

26.   SURRENDER OF PREMISES.

      26.1  Tenant shall arrange to meet Landlord for two (2) joint inspections
of the Premises, the first to occur at least thirty (30) days (but no more than
sixty (60) days) before the last day of the Term, and the second to occur not
later than forty-eight (48) hours after Tenant has vacated the Premises. In the
event of Tenant's failure to arrange such joint inspections and/or participate
in either such inspection, Landlord's inspection at or after Tenant's vacating
the Premises shall be conclusively deemed correct for purposes of determining
Tenant's responsibility for repairs and restoration.

      26.2  All alterations, additions, and improvements in, on, or to the
Premises made or installed by or for Tenant, including carpeting (collectively,
"Alterations"), shall be and remain the property of Tenant during the Term. Upon
the expiration or sooner termination of the Term, all Alterations shall become a
part of the realty and shall belong to Landlord without compensation, and title
shall pass to Landlord under this Lease as by a bill of sale. At the end of the
Term or any renewal of the Term or other sooner termination of this Lease,
Tenant will peaceably deliver up to Landlord possession of the Premises,
together with all Alterations by whomsoever made, in the same conditions
received or first installed, broom clean and free of all debris, excepting only
ordinary wear and tear and damage by fire or other casualty. Notwithstanding the
foregoing, if Landlord elects by notice given to Tenant at least ten (10) days
prior to expiration of the Term, Tenant shall, at Tenant's sole cost, remove any
Alterations, except for alterations previously approved or paid for by the
Landlord, including carpeting, so designated by Landlord's notice, and repair
any damage caused by such removal. Tenant must, at Tenant's sole cost, remove
upon termination of this Lease, any and all of Tenant's furniture, furnishings,
movable partitions of less than full height from floor to ceiling and other
trade fixtures and personal property (collectively, "Personalty"). Personalty
not so removed shall be deemed abandoned by the Tenant and title to the same
shall thereupon pass to Landlord under this Lease as by a bill of sale, but
Tenant shall remain responsible for the cost of removal and disposal of such
Personalty, as well as any damage caused by such removal. In lieu of requiring
Tenant to remove Alterations and Personalty and repair the Premises as
aforesaid, Landlord may, by written notice to Tenant delivered at least thirty

                                       20

<PAGE>

(30) days before the Termination Date, require Tenant to pay to Landlord, as
additional rent hereunder, the cost of such removal and repair in an amount
reasonably estimated by Landlord.

      26.3  All obligations of Tenant under this Lease not fully performed as of
the expiration or earlier termination of the Term shall survive the expiration
or earlier termination of the Term. Upon the expiration or earlier termination
of the Term, Tenant shall pay to Landlord the amount, as estimated by Landlord,
necessary to repair and restore the Premises as provided in this Lease and/or to
discharge Tenant's obligation for unpaid amounts due or to become due to
Landlord. All such amounts shall be used and held by Landlord for payment of
such obligations of Tenant, with Tenant being liable for any additional costs
upon demand by Landlord, or with any excess to be returned to Tenant after all
such obligations have been determined and satisfied. Any otherwise unused
Security Deposit shall be credited against the amount payable by Tenant under
this Lease.

27.   NOTICES. Any notice or document required or permitted to be delivered
under this Lease shall be addressed to the intended recipient, by fully prepaid
registered or certified United States Mail return receipt requested, or by
reputable independent contract delivery service furnishing a written record of
attempted or actual delivery, and shall be deemed to be delivered when tendered
for delivery to the addressee at its address set forth on the Reference Pages,
or at such other address as it has then last specified by written notice
delivered in accordance with this Article 27, or if to Tenant at either its
aforesaid address or its last known registered office or home of a general
partner or individual owner, whether or not actually accepted or received by the
addressee. Any such notice or document may also be personally delivered if a
receipt is signed by and received from, the individual, if any, named in
Tenant's Notice Address.

28.   TAXES PAYABLE BY TENANT. In addition to rent and other charges to be paid
by Tenant under this Lease, Tenant shall reimburse to Landlord, upon demand, any
and all taxes payable by Landlord (other than net income taxes) whether or not
now customary or within the contemplation of the parties to this Lease: (a)
upon, allocable to, or measured by or on the gross or net rent payable under
this Lease, including without limitation any gross income tax or excise tax
levied by the State, any political subdivision thereof, or the Federal
Government with respect to the receipt of such rent; (b) upon or with respect to
the possession, leasing, operation, management, maintenance, alteration, repair,
use or occupancy of the Premises or any portion thereof, including any sales,
use or service tax imposed as a result thereof; (c) upon or measured by the
Tenant's gross receipts or payroll or the value of Tenant's equipment,
furniture, fixtures and other personal property of Tenant or leasehold
improvements, alterations or additions located in the Premises; or (d) upon this
transaction or any document to which Tenant is a party creating or transferring
any interest of Tenant in this Lease or the Premises. In addition to the
foregoing, Tenant agrees to pay, before delinquency, any and all taxes levied or
assessed against Tenant and which become payable during the term hereof upon
Tenant's equipment, furniture, fixtures and other personal property of Tenant
located in the Premises.

29.   RELOCATION OF TENANT. Landlord, at its sole expense, on at least sixty
(60) days prior written notice, may require Tenant to move from the Premises to
other space of comparable size and decor in order to permit Landlord to
consolidate the space leased to Tenant with other adjoining space leased or to
be leased to another tenant. In the event of any such relocation, Landlord will
pay all expenses of preparing and decorating the new premises so that they will
be substantially similar to the Premises from which Tenant is moving, including
printing new stationary and letterhead, and Landlord will also pay the expense
of moving Tenant's furniture and equipment to the relocated premises. In such
event this Lease and each and all of the terms and covenants and conditions
hereof shall remain in full force and effect and thereupon be deemed applicable
to such new space except that revised Reference Pages and a revised EXHIBIT A
shall become part of this Lease and shall reflect the location of the new
premises.

30.   DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are
for convenience of reference and shall in no way define, increase, limit or
describe the scope or intent of any provision of this Lease. Any indemnification
or insurance of Landlord shall apply to and inure to the benefit of all the
following "Landlord Entities", being Landlord, Landlord's investment manager,
and the trustees, boards of directors, officers, general partners,
beneficiaries, stockholders, employees and agents of each of them. Any option
granted to Landlord shall also include or be exercisable by Landlord's trustee,
beneficiary, agents and employees, as the case may be. In any case where this
Lease is signed by more than one person, the obligations under this Lease shall
be joint and several. The terms "Tenant" and "Landlord" or any pronoun used in
place thereof shall indicate and include the masculine or

                                       21

<PAGE>

feminine, the singular or plural number, individuals, firms or corporations, and
their and each of their respective successors, executors, administrators and
permitted assigns, according to the context hereof. The term "rentable area"
shall mean the rentable area of the Premises or the Building as calculated by
the Landlord on the basis of the plans and specifications of the Building
including a proportionate share of any common areas. Tenant hereby accepts and
agrees to be bound by the figures for the rentable square footage of the
Premises and Tenant's Proportionate Share shown on the Reference Pages The term
"Building" refers to the structure in which the Premises are located and the
common areas (parking lots, sidewalks, landscaping, etc.) appurtenant thereto.
If the Building is part of a larger complex of structures, the term "Building"
may include the entire complex, where appropriate (such as shared Expenses or
Taxes) and subject to Landlord's reasonable discretion.

31.   TENANT'S AUTHORITY. If Tenant signs as a corporation, partnership, trust
or other legal entity each of the persons executing this Lease on behalf of
Tenant represents and warrants that Tenant has been and is qualified to do
business in the state in which the Building is located, that the entity has full
right and authority to enter into this Lease, and that all persons signing on
behalf of the entity were authorized to do so by appropriate actions. Tenant
agrees to deliver to Landlord, simultaneously with the delivery of this Lease, a
corporate resolution, proof of due authorization by partners, opinion of counsel
or other appropriate documentation reasonably acceptable to Landlord evidencing
the due authorization of Tenant to enter into this Lease.

32.   FINANCIAL STATEMENTS AND CREDIT REPORTS. At Landlord's request, Tenant
shall deliver to Landlord a copy, certified by an officer of Tenant as being a
true and correct copy, of Tenant's most recent audited financial statement, or,
if unaudited, certified by Tenant's chief financial officer as being true,
complete and correct in all material respects. Tenant hereby authorizes Landlord
to obtain one or more credit reports on Tenant at any time, and shall execute
such further authorizations as Landlord may reasonably require in order to
obtain a credit report. Landlord shall sign a non-disclosure agreement as
prepared by Tenant prior to Tenant providing financial statements to Landlord.

33.   COMMISSIONS. Each of the parties represents and warrants to the other that
it has not dealt with any broker or finder in connection with this Lease, except
as described on the Reference Pages.

34.   TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of
its provisions. This Lease shall in all respects be governed by the laws of the
state in which the Building is located.

35.   SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9, the terms,
covenants and conditions contained in this Lease shall be binding upon and inure
to the benefit of the heirs, successors, executors, administrators and assigns
of the parties to this Lease.

36.   ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all
agreements of the parties to this Lease and supersedes any previous
negotiations. There have been no representations made by the Landlord or any of
its representatives or understandings made between the parties other than those
set forth in this Lease and its exhibits. This Lease may not be modified except
by a written instrument duly executed by the parties to this Lease.

37.   EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be
a reservation of the Premises. Landlord shall not be bound by this Lease until
it has received a copy of this Lease duly executed by Tenant and has delivered
to Tenant a copy of this Lease duly executed by Landlord, and until such
delivery Landlord reserves the right to exhibit and lease the Premises to other
prospective tenants. Notwithstanding anything contained in this Lease to the
contrary, Landlord may withhold delivery of possession of the Premises from
Tenant until such time as Tenant has paid to Landlord any security deposit
required by Article 5, the first month's rent as set forth in Article 3 and any
sum owed pursuant to this Lease.

38.   RECORDATION.

Tenant shall not record or register this Lease or a short form memorandum hereof
without the prior written consent of Landlord, and then shall pay all charges
and taxes incident such recording or registration.

                                       22

<PAGE>

39.   RENEWAL OPTION. Tenant shall, provided the Lease is in full force and
effect and Tenant is not in default under any of the other terms and conditions
of the Lease at the time of notification or commencement, have one option to
renew this Lease for a term of five (5) years, for the portion of the Premises
being leased by Tenant as of the date the renewal term is to commence, on the
same terms and conditions set forth in the Lease, except as modified by the
terms, covenants and conditions as set forth below:

      a.    If Tenant elects to exercise said option, then Tenant shall provide
            Landlord with written notice no earlier than the date which is two
            hundred seventy (270) days prior to the expiration of the then
            current term of the Lease but no later than the date which is one
            hundred eighty (180) days prior to the expiration of the then
            current term of this Lease. If Tenant fails to provide such notice,
            Tenant shall have no further or additional right to extend or renew
            the term of the Lease.

      b.    The Annual Rent and Monthly Installment in effect at the expiration
            of the then current term of the Lease shall be increased to reflect
            95% of the current fair market rental for comparable space in the
            Building and in other similar buildings in the same rental market as
            of the date the renewal term is to commence, taking into account the
            specific provisions of the Lease which will remain constant.
            Landlord shall advise Tenant of the new Annual Rent and Monthly
            Installment for the Premises no later than thirty (30) days after
            receipt of Tenant's written request therefor. Said request shall be
            made no earlier than thirty (30) days prior to the first date on
            which Tenant may exercise its option under this Paragraph. Said
            notification of the new Annual Rent may include a provision for its
            escalation to provide for a change in fair market rental between the
            time of notification and the commencement of the renewal term. If
            Tenant and Landlord are unable to agree on a mutually acceptable
            rental rate not later than sixty (60) days prior to the expiration
            of the then current term, then Landlord and Tenant shall each
            appoint a qualified MAI appraiser doing business in the area, in
            turn those two independent MAI appraisers shall appoint a third MAI
            appraiser and the majority shall decide upon the fair market rental
            for the Premises as of the expiration of the then current term.
            Landlord and Tenant shall equally share in the expense of this
            appraisal except that in the event the Annual Rent and Monthly
            Installment is found to be within ten percent (10%) of the original
            rate quoted by Landlord, then Tenant shall bear the full cost of all
            the appraisal process. In no event shall the Annual Rent and Monthly
            Installment for any option period be less than the Annual Rent and
            Monthly Installment in the preceding period.

      c.    This option is not transferable; the parties hereto acknowledge and
            agree that they intend that the aforesaid option to renew this Lease
            shall be "personal" to Tenant as set forth above and that in no
            event will any assignee or sublessee have any rights to exercise the
            aforesaid option to renew.

40.   EXPANSION RIGHTS. Provided Tenant is not then in default under the terms,
covenants and conditions of the Lease, Tenant shall have the right to lease the
space, which is adjacent to the Premises (the "Expansion Premises") currently
vacant or at such time as the Expansion Premises is vacated by a future tenant.
When Landlord is prepared to market such space, Landlord shall first give
written notice to Tenant of the availability of the Expansion Space and the
terms and conditions on which Landlord intends to offer it to the public and
Tenant shall have a period of ten (10) days in which to exercise Tenant's right
to lease the Expansion Premises pursuant to the terms and conditions contained
in Landlord's notice, failing which Landlord may lease the Expansion Premises to
any third party on whatever basis Landlord desires. If Tenant exercises an
expansion option hereunder, effective as of the date Landlord delivers the
Expansion Premises (the "Delivery Date"), the Expansion Premises shall
automatically be included within the Premises and subject to all the terms and
conditions of the Lease, except as set forth in Landlord's notice and as
follows:

      a.    Tenant's Proportionate Share shall be recalculated, using the total
            square footage of the Premises, as increased by the Expansion
            Premises.

      b.    The Expansion Premises shall be leased on an "as is" basis and
            Landlord shall have no obligation to improve the Expansion Premises
            or grant Tenant any improvement allowance thereon.

                                       23

<PAGE>

      c.    If requested by Landlord, Tenant shall, prior to the beginning of
            the term for the Expansion Premises, execute a written memorandum
            confirming the inclusion of the Expansion Premises and the Annual
            Rent for the Expansion Premises.

41.   TERMINATION OPTION. So long as Tenant is not in default at either the time
of exercise or at the time of termination, Tenant shall have the option to
terminate this Lease ("Termination Option"), effective as of the day preceding
the fourth (4th) anniversary of the Commencement Date (the "Early Termination
Date"). The Termination Option may be exercised only in strict compliance with
the terms of this Article. The Termination Option shall be exercised, if at all,
by delivery to Landlord of a notice of termination ("Termination Notice"). The
Termination Notice (i) must be delivered not later than six (6) months prior to
the Early Termination Date, and (ii) must be accompanied with a certified or
cashier's check in the amount of Eighty-Two Thousand Five Hundred ($82,500.00)
(the "Termination Payment"). If and only if Tenant timely and properly delivers
the Termination Notice and the Termination Payment, the Term of this Lease shall
end on the Early Termination Date, as though the Early Termination Date had been
originally fixed as the expiration date of such Term. All terms and conditions
of this Lease and Tenant's obligations hereunder, including without limitation
Tenant's obligation to pay rent, shall continue up to and including the Early
Termination Date. The Termination Payment is the sole property of Landlord upon
payment and is not refundable under any circumstances. Tenant acknowledges and
agrees that the Termination Payment is fair and reasonable compensation to
Landlord for the loss of expected rentals from Tenant over the remainder of the
scheduled term after the Early Termination Date. All obligations of Tenant under
this Lease not fully performed as of the Early Termination Date shall survive
the Early Termination Date. This option is not transferable; the parties hereto
acknowledge and agree that they intend that the aforesaid option to terminate
this Lease shall be "personal" to Tenant as set forth above and that in no event
will any assignee or sublessee have any rights to exercise the aforesaid option
to terminate.

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                                       24

<PAGE>

42.   LIMITATION OF LANDLORD'S LIABILITY. Redress for any claim against Landlord
under this Lease shall be limited to and enforceable only against and to the
extent of Landlord's interest in the Building. The obligations of Landlord under
this Lease are not intended to be and shall not be personally binding on, nor
shall any resort be had to the private properties of, any of its or its
investment manager's trustees, directors, officers, partners, beneficiaries,
members, stockholders, employees, or agents, and in no case shall Landlord be
liable to Tenant hereunder for any lost profits, damage to business, or any form
of special, indirect or consequential damages.

LANDLORD:                                      TENANT:

DB QUAD PRAIRIE BUSINESS                       BIOTEL, INC.,
CENTER, INC., A MARYLAND CORPORATION           A MINNESOTA CORPORATION
By:   RREEF Management Company, a
      Delaware corporation

By: \s\ Mark Smith                             By: \s\ Steve Springrose
    --------------------------------               -----------------------------
Name: Mark Smith                               Name:  Steve Springrose

Title: Regional Manager                        Title: CEO

Dated: 1/17/06                                 Dated: January 10, 2006


                                               TENANT:

                                               BRAEMAR, INC.,
                                               A MINNESOTA CORPORATION

                                               By: \s\ Harold Strandquist
                                                   -----------------------------
                                               Name: Harold Strandquist

                                               Title: CEO

                                               Dated: January 10th, 2006

                                       25

<PAGE>

                  EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                 LEASE REFERENCE DATE OF JANUARY 9,2006 BETWEEN
             DB QUAD PRAIRIE BUSINESS CENTER, INC., AS LANDLORD AND
                     BRAEMAR, INC. & BIOTEL, INC., AS TENANT

            1285 Corporate Center Drive, Suite 150, Eagan, Minnesota

Exhibit A is intended only to show the general layout of the Premises as of the
beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth in Article 17 with respect to arrangements and/or
locations of public parts of the Building and changes in such arrangements
and/or locations. It is not to be scaled; any measurements or distances shown
should be taken as approximate.

                                    [GRAPHIC]

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                                                                      Initials

<PAGE>

                             EXHIBIT A-1 - SITE PLAN

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                 LEASE REFERENCE DATE OF JANUARY 9, 2006 BETWEEN
             DB QUAD PRAIRIE BUSINESS CENTER, INC., AS LANDLORD AND
                     BRAEMAR, INC. & BIOTEL, INC., AS TENANT

            1285 Corporate Center Drive, Suite 150, Eagan, Minnesota

Exhibit A-l is intended only to show the general layout of the Premises as of
the beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth in Article 17 with respect to arrangements and/or
locations of public parts of the Building and changes in such arrangements
and/or locations. It is not to be scaled; any measurements or distances shown
should be taken as approximate.

                                    [GRAPHIC]

                                                                   -------------
                                                                      Initials

<PAGE>

                         EXHIBIT B - INITIAL ALTERATIONS

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                 LEASE REFERENCE DATE OF JANUARY 9, 2006 BETWEEN
             DB QUAD PRAIRIE BUSINESS CENTER, INC., AS LANDLORD AND
                     BRAEMAR, INC. & BIOTEL, INC., AS TENANT

            1285 CORPORATE CENTER DRIVE, SUITE 150, EAGAN, MINNESOTA

1.    RESPONSIBILITY FOR THE WORK.

      1.1.  Except to the extent otherwise provided in Paragraphs 1.2 and 1.3,
            Landlord will, at its sole cost and expense, through its architects
            furnish architectural, mechanical, and electrical engineering plans
            required for the completion of the work in the Premises in
            accordance with the space plan shown as Exhibit A, as prepared by
            Genesis Architects dated December 8, 2005, and Schedule I attached
            hereto ("Landlord's Work").

      1.2.  Tenant may request work ("Tenant's Requested Work") not conforming
            with, or in addition to, Landlord's Work at Tenant's sole cost and
            expense, except as hereafter provided. If Landlord approves such
            request in accordance with the Lease, any architectural, mechanical,
            and electrical plans and specifications required for the Tenant's
            Requested Work shall be furnished, at Tenant's sole cost and expense
            (subject to Paragraph 5) to Landlord's architects and engineers.

      1.3.  Any interior decorating services which are not included in the
            Landlord's Work or which Tenant desires to upgrade beyond the
            quality level which Landlord is obligated to deliver, such as
            selection of wall paint colors and/or wall coverings, fixtures,
            non-building standard carpet, and any or all other decorator items
            required by Tenant in the performance of said work referred to
            hereinabove in Paragraphs 1.1 and 1.2 shall be at the Tenant's sole
            cost and expense. Landlords allowance for carpet, paint and other
            decorating items shall meet or exceed general standards for
            first-class commercial buildings.

      1.4.  Landlord shall diligently pursue the preparation of all plans and
            specifications for the improvements provided for in Paragraphs 2 and
            3. All such plans shall be approved by Tenant, which approval shall
            not be unreasonably withheld. Complete plans and specifications and
            a cost estimate for the portion of the work covered thereby to be
            borne by Tenant shall be approved by Tenant on or before JANUARY 6,
            2006.

2.    COMPLETION OF LANDLORD'S WORK. Landlord will, at its sole cost and
      expense, furnish and install all of Landlord's Work in accordance with the
      applicable provisions of the Lease.

3.    COMPLETION OF TENANT'S REQUESTED WORK. Provided the plans and
      specifications and cost estimate are approved by the date provided
      hereinabove in Paragraph 1.4, Landlord shall cause Tenant's Requested Work
      to be installed by Landlord's contractor, but at Tenant's sole cost and
      expense. Prior to commencing any such work, Landlord, its contractor, or
      its architects and engineers, shall submit to Tenant a written estimate of
      the cost thereof. Said

                                                                   -------------
                                                                      Initials

<PAGE>

      cost shall include a construction management fee payable to Landlord
      equivalent to 2% of the cost of Tenant's Requested Work. If Tenant shall
      fail to approve any such estimate within ten (10) days after submission
      thereof, such failure shall be deemed a disapproval thereof, and
      Landlord's contractor shall not proceed with such work. Tenant agrees to
      pay Landlord within thirty (30) days upon being billed therefor, the cost
      to Landlord of all such Tenant's Requested Work. Such bills may be
      rendered during the progress of the performance of the work and the
      furnishing and installation of the materials to which such bills relate.
      Landlord may require Tenant to deposit the estimated cost of such work
      with Landlord prior to the commencement of such work.

4.    ARCHITECT'S CERTIFICATE. The certificate of Landlord's architect that the
      work to be done by Landlord pursuant to Paragraphs 2 and 3 above has been
      substantially completed shall be adequate evidence that the Premises have
      been completed in accordance with the requirements of the Lease and that
      possession thereof has been deemed delivered to Tenant, for all purposes
      of the Lease, including the commencement of the payment of rent.

5.    COST REIMBURSEMENT. Landlord agrees to reimburse Tenant up to $9,500.00 in
      total for any or all costs associated with (i) preparation of plans and
      specifications for Tenant's Requested Work, if any; (ii) the costs paid to
      Landlord for the performance of Tenant's Requested Work, if any; and (iii)
      expenses, directly or indirectly, relating to moving.

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                                                                   -------------
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<PAGE>

                                       A-1

                                    [GRAPHIC]

                                                                   -------------
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<PAGE>

                                       A-2

                                    [GRAPHIC]

                                                                   -------------
                                                                      Initials

<PAGE>

                                       A-3

                                    [GRAPHIC]

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                                                                      Initials

<PAGE>

                                       A-4

                                    [GRAPHIC]

                                                                   -------------
                                                                      Initials

<PAGE>

                                   SCHEDULE I

                                 LANDLORD'S WORK

      Replace roof-top HVAC units

      Clean and replace windows as recommended by Jim's Glass

      Install white-noise system

      Install vinyl wall-covering in small conference room

      Install new light tubes in ceiling lights throughout the Premises

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                                                                   -------------
                                                                      Initials

<PAGE>

                    EXHIBIT C - COMMENCEMENT DATE MEMORANDUM
                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                 LEASE REFERENCE DATE OF JANUARY 9, 2006 BETWEEN
             DB QUAD PRAIRIE BUSINESS CENTER, INC., AS LANDLORD AND
                     BRAEMAR, INC. & BIOTEL, INC., AS TENANT

                          COMMENCEMENT DATE MEMORANDUM

      THIS MEMORANDUM, made as of_____, 2006, by and between DB Quad Prairie
Business Center, Inc. ("Landlord") and Braemar, Inc. & Biotel, Inc. ("Tenant").

                                   SAMPLE ONLY

                                    RECITALS:

      A.    Landlord and Tenant are parties to that certain Lease, dated for
            reference January 9, 2006 (the "Lease") for certain premises (the
            "Premises") consisting of approximately 17,314 square feet at the
            building commonly known as Eagandale Business Campus III.

      B.    Tenant is in possession of the Premises and the Term of the Lease
            has commenced.

      C.    Landlord and Tenant desire to enter into this Memorandum confirming
            the Commencement Date, the Termination Date and other matters under
            the Lease.

      NOW, THEREFORE, Landlord and Tenant agree as follows:

      1.    The actual Commencement Date is ____.

      2.    The actual Termination Date is ____.

      3.    The schedule of the Annual Rent and the Monthly Installment of Rent
set forth on the Reference Pages is deleted in its entirely, and the following
is substituted therefor:

                             [INSERT RENT SCHEDULE]

                                                                   -------------
                                                                      Initials

<PAGE>

      4.    Capitalized terms not defined herein shall have the same meaning as
set forth in the Lease.

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

LANDLORD:                              TENANT:

DB QUAD PRAIRIE BUSINESS               BRAEMAR, INC., a Minnesota
CENTER, INC., a Maryland corporation   corporation

By:   RREEF Management Company, a
      Delaware corporation

By:   DO NOT SIGN                      By:   DO NOT SIGN
   ---------------------------------      --------------------------------------
Name:                                  Name:
     -------------------------------        ------------------------------------
Title:                                 Title:
      ------------------------------         -----------------------------------

Dated:
      ------------------------------   TENANT:

                                       BIOTEL, INC., a Minnesota corporation

                                       By:   DO NOT SIGN
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
                                       Dated:
                                             -----------------------------------

                                                                   -------------
                                                                      Initials

<PAGE>


                        EXHIBIT D - RULES AND REGULATIONS

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                 LEASE REFERENCE DATE OF JANUARY 9, 2006 BETWEEN
             DB QUAD PRAIRIE BUSINESS CENTER, INC., AS LANDLORD AND
                     BRAEMAR, INC. & BIOTEL, INC., AS TENANT

            1285 Corporate Center Drive, Suite 150, Eagan, Minnesota

1.    No sign, placard, picture, advertisement, name or notice (collectively
      referred to as "Signs") shall be installed or displayed on any part of the
      outside of the Building without the prior written consent of the Landlord
      which consent shall be in Landlord's sole discretion. All approved Signs
      shall be printed, painted, affixed or inscribed at Tenant's expense by a
      person or vendor approved by Landlord and shall be removed by Tenant at
      Tenant's expense upon vacating the Premises. Landlord shall have the right
      to remove any Sign installed or displayed in violation of this rule at
      Tenant's expense and without notice.

2.    If Landlord objects in writing to any curtains, blinds, shades or screens
      attached to or hung in or used in connection with any window or door of
      the Premises or Building, Tenant shall immediately discontinue such use.
      No awning shall be permitted on any part of the Premises. Tenant shall not
      place anything or allow anything to be placed against or near any glass
      partitions or doors or windows which may appear unsightly, in the opinion
      of Landlord, from outside the Premises.

3.    Tenant shall not alter any lock or other access device or install a new or
      additional lock or access device or bolt on any door of its Premises
      without the prior written consent of Landlord. Tenant, upon the
      termination of its tenancy, shall deliver to Landlord the keys or other
      means of access to all doors.

4.    If Tenant requires telephone, data, burglar alarm or similar service, the
      cost of purchasing, installing and maintaining such service shall be borne
      solely by Tenant. No boring or cutting for wires will be allowed without
      the prior written consent of Landlord. Landlord shall direct electricians
      as to where and how telephone, data, and electrical wires are to be
      introduced or installed. The location of burglar alarms, telephones, call
      boxes or other office equipment affixed to the Premises shall be subject
      to the prior written approval of Landlord.

5.    Tenant shall not place a load upon any floor of its Premises, including
      mezzanine area, if any, which exceeds the load per square foot that such
      floor was designed to carry and that is allowed by law. Heavy objects
      shall stand on such platforms as determined by Landlord to be necessary to
      properly distribute the weight. Landlord will not be responsible for loss
      of or damage to any such equipment or other property from any cause, and
      all damage done to the Building by maintaining or moving such equipment or
      other property shall be repaired at the expense of Tenant.

6.    Tenant shall not install any radio or television antenna, satellite dish,
      loudspeaker or other device on the roof or exterior walls of the Building
      without Landlord's prior written consent which consent shall be in
      Landlord's sole discretion.

7.    Tenant shall not mark, drive nails, screw or drill into the partitions,
      woodwork, plaster or drywall (except for pictures and general office uses)
      or in any way deface the Premises or any part thereof. Tenant shall not
      affix any floor covering to the floor of the Premises or paint or seal any
      floors in any manner except as approved by Landlord. Tenant shall repair
      any damage resulting from noncompliance with this rule.

8.    No cooking shall be done or permitted on the Premises, except that
      Underwriters' Laboratory approved microwave ovens or equipment for brewing
      coffee, tea, hot chocolate and similar beverages shall be permitted,
      provided that such equipment and use is in accordance with all applicable
      federal, state and city laws, codes, ordinances, rules and regulations.

9.    Tenant shall not use any hand trucks except those equipped with the rubber
      tires and side guards, and may use such other material-handling equipment
      as Landlord may approve. Tenant shall not bring any other vehicles of any
      kind into the Building. Forklifts which operate on asphalt areas shall
      only use tires that do not damage the asphalt.

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10.   Tenant shall not use the name of the Building or any photograph or other
      likeness of the Building in connection with or in promoting or advertising
      Tenant's business except that Tenant may include the Building name in
      Tenant's address. Landlord shall have the right, exercisable without
      notice and without liability to any tenant, to change the name and address
      of the Building.

11.   All trash and refuse shall be contained in suitable receptacles at
      locations approved by Landlord. Tenant shall not place in the trash
      receptacles any personal trash or material that cannot be disposed of in
      the ordinary and customary manner of removing such trash without violation
      of any law or ordinance governing such disposal.

12.   Tenant shall comply with all safety, fire protection and evacuation
      procedures and regulations established by Landlord or any governing
      authority.

13.   Tenant assumes all responsibility for securing and protecting its Premises
      and its contents including keeping doors locked and other means of entry
      to the Premises closed.

14.   Tenant shall not use any method of heating or air conditioning other than
      that supplied by Landlord without Landlord's prior written consent.

15.   No person shall go on the roof without Landlord's permission.

16.   Tenant shall not permit any animals, other than seeing-eye dogs, to be
      brought or kept in or about the Premises or any common area of the
      property.

17.   Tenant shall not permit any motor vehicles to be washed or mechanical work
      or maintenance of motor vehicles to be performed on any portion of the
      Premises or parking lot.

18.   These Rules and Regulations are in addition to, and shall not be construed
      to in any way modify or amend, in whole or in part, the terms, covenants,
      agreements and conditions of any lease of any premises in the Building.
      Landlord may waive any one or more of these Rules and Regulations for the
      benefit of any tenant or tenants, and any such waiver by Landlord shall
      not be construed as a waiver of such Rules and Regulations for any or all
      tenants.

19.   Landlord reserves the right to make such other and reasonable rules and
      regulations as in its judgment may from time to time be needed for safety
      and security, for care and cleanliness of the Building and for the
      preservation of good order in and about the Building. Tenant agrees to
      abide by all such rules and regulations herein stated and any additional
      rules and regulations which are adopted. Tenant shall be responsible for
      the observance of all of the foregoing rules by Tenant's employees,
      agents, clients, customers, invitees and guests.

20.   Any toilet rooms, toilets, urinals, wash bowls and other apparatus shall
      not be used for any purpose other than that for which they were
      constructed and no foreign substance of any kind whatsoever shall be
      thrown into them. The expense of any breakage, stoppage or damage
      resulting from the violation of this rule shall be borne by the Tenant
      who, or whose employees or invitees, shall have caused it.

21.   Tenant shall not permit smoking or carrying of lighted cigarettes or
      cigars in areas reasonably designated by Landlord or any applicable
      governmental agencies as non-smoking areas.

22.   Any directory of the Building or project of which the Building is a part
      ("Project Area"), if provided, will be exclusively for the display of the
      name and location of tenants only and Landlord reserves the right to
      charge for the use thereof and to exclude any other names.

23.   Canvassing, soliciting, distribution of handbills or any other written
      material in the Building or Project Area is prohibited and each tenant
      shall cooperate to prevent the same. No tenant shall solicit business from
      other tenants or permit the sale of any goods or merchandise in the
      Building or Project Area without the written consent of Landlord.

24.   Any equipment belonging to Tenant which causes noise or vibration that may
      be transmitted to the structure of the Building or to any space therein to
      such a degree as to be objectionable to Landlord or to any tenants in the
      Building shall be placed and maintained by Tenant, at Tenant's expense, on
      vibration eliminators or other devices sufficient to eliminate the noise
      or vibration.

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25.   Driveways, sidewalks, halls, passages, exits, entrances and stairways
      ("Access Areas") shall not be obstructed by tenants or used by tenants for
      any purpose other than for ingress to and egress from their respective
      premises. Access areas are not for the use of the general public and
      Landlord shall in all cases retain the right to control and prevent access
      thereto by all persons whose presence, in the judgement of Landlord, shall
      be prejudicial to the safety, character, reputation and interests of the
      Building or its tenants.

26.   Landlord reserves the right to designate the use of parking areas and
      spaces. Tenant shall not park in visitor, reserved, or unauthorized
      parking areas. Tenant and Tenant's guests shall park between designated
      parking lines only and shall not park motor vehicles in those areas
      designated by Landlord for loading and unloading. Vehicles in violation of
      the above shall be subject to being towed at the vehicle owner's expense.
      Vehicles parked overnight without prior written consent of the Landlord
      shall be deemed abandoned and shall be subject to being towed at vehicle
      owner's expense. Tenant will from time to time, upon the request of
      Landlord, supply Landlord with a list of license plate numbers of vehicles
      owned or operated by its employees or agents.

27.   No trucks, tractors or similar vehicles can be parked anywhere other than
      in Tenant's own truck dock area. Tractor-trailers which must be unhooked
      or parked with dolly wheels beyond the concrete loading areas must use
      steel plates or wood blocks under the dolly wheels to prevent damage to
      the asphalt paving surfaces. No parking or storing of such trailers will
      be permitted in the parking areas or on streets adjacent thereto.

28.   During periods of loading and unloading, Tenant shall not unreasonably
      interfere with traffic flow and loading and unloading areas of other
      tenants. All products, materials or goods must be stored within the
      Tenant's Premises and not in any exterior areas, including, but not
      limited to, exterior dock platforms, against the exterior of the Building,
      parking areas and driveway areas. Tenant agrees to keep the exterior of
      the Premises clean and free of nails, wood, pallets, packing materials,
      barrels and any other debris produced from their operation.

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