<PAGE>

EXHIBIT 10.11

                                     Lease

                                PENINSULA PLAZA

                                    Between

                            MERCATOR SOPTWARE, INC.

                                    (Tenant)

                                      and

                              CDR FEDERAL, L.L.C.

                                   (Landlord)
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                               TABLE OF CONTENTS
                                                                           Page
                                                                           ----

1. LEASE AGREEMENT                                                          3

2. RENT                                                                     3
   A. Types of Rent                                                         3
      (1) Base Rent                                                         3
      (2) Operating Cost Share Rent                                         3
      (3) Additional Rent                                                   3
      (4) Rent                                                              3
      (5) Taxes                                                             3
   B. Payment of Operating Cost Share Rent                                  3
      (1) Payment of Estimated Operating Cost Share Rent                    3
      (2) Correction of Operating Cost Share Rent                           3
   C. Definitions                                                           3
      (1) Included Operating Costs                                          3
      (2) Excluded Operating Costs                                          3
      (3) Taxes                                                             4
      (4) Lease Year                                                        4
      (5) Fiscal Year                                                       4
   D. Computation of Base Rent and Rent Adjustments                         4
      (1) Prorations                                                        4
      (2) Default Interest                                                  4
      (3) Rent Adjustments                                                  4
      (4) Books and Records                                                4
      (5) Miscellaneous                                                     5

3.    PREPARATION AND CONDITION OF PREMISES;
      POSSESSION AND SURRENDER OF PREMISES                                  5
      A. Condition of Premises                                              5
      B. Tenant's Possession                                                5
      C. Maintenance                                                        5

4.    PROJECT SERVICES                                                      5
      A. Air Conditioning                                                   5
      B. Elevators                                                          5
      C. Electricity                                                        5
      D. Water                                                              5
      E. Janitorial Service                                                 5
      F. Interruption of Services                                           5
      G. Lighting                                                           5
      H. Security Service                                                   5

5.    ALTERATIONS AND REPAIRS                                               5
      A. Landlord's Consent and Conditions                                  5
      B. Damage to Systems                                                  6
      C. No Liens                                                           6
      D. Ownership of Improvements                                          6
      E. Removal at Termination                                             6

6.    USE OF PREMISES                                                       6

7.    GOVERNMENTAL REQUIREMENTS AND BUILDING RULES                          6

8.    WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE                          7
      A. Waiver of Claims                                                   7
      B. Indemnification                                                    7
      C. Tenant's Insurance                                                 7
      D. Insurance Certificates                                             7
      E. Landlord's Insurance                                               7

9.    FIRE AND OTHER CASUALTY                                               7
      A. Termination                                                        7
      B. Restoration                                                        8

10.   EMINENT DOMAIN                                                        8

11.   RIGHTS RESERVED TO LANDLORD                                           8
      A. Name                                                               8
      B. Signs                                                              8
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      C. Window Treatments                                                  8
      D. Keys                                                               8
      E. Access                                                             8
      F. Preparation for Reoccupancy                                        8
      G. Heavy Articles                                                     8
      H. Show Premises                                                      8
      I. Relocation of Tenant                                               8
      J. Use of Lockbox                                                     8
      K. Repairs and Alterations                                            8
      L. Landlord's Agents                                                  8
      M. Building Services                                                  8
      N. Other Actions                                                      8

12.   TENANT'S DEFAULT                                                      8
      A. Rent Default                                                       8
      B. Assignment/Sublease or Hazardous Substances Default                8
      C. Other Performance Default                                          8
      D. Credit Default                                                     8
      E. Vacation or Abandonment Default                                    9

13.   LANDLORD REMEDIES                                                     9
      A. Accelerate Rent                                                    9
      B. Termination of Lease or Possession                                 9
      C. Lease Termination Damages                                          9
      D. Possession Termination Damages                                     9
      E. Landlord's Remedies Cumulative                                     9
      F. Waiver of Trial by Jury                                            9
      G. Litigation Costs                                                   9

14.   SURRENDER                                                             9

15.   HOLDOVER                                                              9

16.   SUBORDINATION TO GROUND LEASES AND MORTGAGES                          9
      A. Subordination                                                      9
      B. Termination of Ground Lease or Foreclosure of Mortgage             9
      C. Security Deposit                                                  10
      D. Notice and Right to Cure                                          10
      H. Definitions                                                       10

17.   ASSIGNMENT AND SUBLEASE                                              10
      A. In General                                                        10
      B. Landlord's Consent                                                10
      C. Procedure                                                         10
      D. Change of Management or Ownership                                 10
      E. Excess Payments                                                   10
      F. Recapture                                                         10

18.   CONVEYANCE BY LANDLORD                                               10

19.   ESTOPPEL CERTIFICATE                                                 10

20.   SECURITY DEPOSIT                                                     10

21.   FORCE MAJEURE                                                        11

22.   TENANTS' PERSONAL PROPERTY AND FIXTURES                              11

23.   NOTICES                                                              11
      A. Landlord                                                          11
      B. Tenant                                                            11

24.   QUIET POSSESSION                                                     11

25.   REAL ESTATE BROKER                                                   11

26.   MISCELLANEOUS                                                        11
      A. Successors and Assigns                                            11
      B. Date Payments are Due                                             11
      C. Meaning of "Landlord", "Re-Entry, "including" and "Affiliate"     11
      D. Time of the Essence                                               11
      E. No Option                                                         11
      F. Severability                                                      11
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      G. Governing Law                                                     11
      H. Lease Modification                                                11
      I. No Oral Modification                                              11
      J. Landlord's Right to Cure                                          11
      K. Captions                                                          11
      L. Authority                                                         11
      M. Landlord's Enforcement of Remedies                                11
      N. Entire Agreement                                                  11
      0. Landlord's Title                                                  11
      P. Light and Air Rights                                              11
      Q. Singular and Plural                                               12
      R. No Recording by Tenant                                            12
      S. Exclusivity                                                       12
      T. No Construction Against Drafting Party                            12
      U. Survival                                                          12
      V. Rent Not Based on Income                                          12
      W. Building Manager and Service Providers                            12
      X. Late Charge and Interest on Late Payments                         12
      Y. Tenant's Financial Statements                                     12

27.   UNRELATED BUSINESS INCOME                                            12

28.   HAZARDOUS SUBSTANCES                                                 12

29.   EXCULPATION                                                          12

30.   RADON GAS                                                            12

31.   RIGHT OF FIRST OFFER                                                 12

32.   PRIOR AGREEMENTS                                                     12

APPENDIX A - PLAN OF THE PREMISES
APPENDIX B - RULES AND REGULATIONS
APPENDIX C - TENANT IMPROVEMENT AGREEMENT
APPENDIX D - MORTGAGES CURRENTLY AFFECTING THE PROJECT
APPENDIX E - COMMENCEMENT DATE CONFIRMATION
APPENDIX F - JANITORIAL SPECIFICATIONS
APPENDIX G - CONSTRUCTION RULES & REGULATIONS
<PAGE>

                                     LEASE

      THIS LEASE (the "Lease") is made as of January 31, 2001 between CDR
Federal, L.L.C., a Limited Liability Corporation organized under the laws of the
State of Florida (the "Landlord") and the Tenant as named in the Schedule below.
The term "Project" means the building (the "Building") known as "Peninsula
Plaza" and the land (the "Land") located at 2424 N. Federal Highway, Boca Raton,
FL 33431. "Premises" means that part of the Project leased to Tenant described
in the Schedule and outlined on Appendix A.

      The following schedule (the "Schedule") is an integral part of this Lease.
Terms defined in this Schedule shall have the same meaning throughout the Lease.

                                    SCHEDULE

      1.    Tenant: Mercator Software, Inc., a Delaware corporation

      2.    Premises: Suites 100, 201, 205, 250, 251, 255, 257, 259, 266,
            collectively referred to as "250"

      3.    Rentable Square Feet of the Premises: Collectively 36,953 rentable
            square feet. The rentable square feet of each suite is shown on the
            floor plans on Appendix A.

      4.    Tenant's Proportionate Share: 22.77% (based upon a total of 162,303
            rentable square feet in the Building)

      5.    Security Deposit. $128,485.80 of which $95,497.53 has been
            previously deposited with Landlord.

      6.    Tenant's Real Estate Broker for this Lease: None

      7.    Landlord's Real Estate Broker for this Lease: None

      8.    Tenant Improvements: See the Tenant Improvement Agreement attached
            hereto as Appendix C.

      9.    Commencement Date: February 1, 2001. Landlord and Tenant shall
            execute a Commencement Date Confirmation substantially in the form
            of Appendix E promptly following the Commencement Date.

      10.   Termination Date/Term: January 31, 2006, or sixty (60) months after
            the Commencement Date, or if the Commencement Date is not the first
            day of a month, then sixty (60) months after the first day of the
            following month.

      11.   Guarantor: None

      12.   Base Rent:

                Period                            Monthly Base Rent
                1-12                              $52,876.48
                13-24                             $54,987.14
                25-36                             $57,506.57
                37-48                             $60,142.78
                49-60                             $62,901.23

      13.   Operating Cost Share Rent: During the calendar year 2001, Tenant
            acknowledges that the estimated amount of Operating Costs as
            referred to in Paragraph 2.B & 2.C of the Lease are $9.36 per
            rentable square foot plus applicable tax.

      14.   Rent. During the initial calendar year of the Lease, the Monthly
            Rent (as defined in Paragraph 2 of the Lease is as follows:

Base Rent                                           $   52,876.48
Operating Cost Share Rent (non--taxable)                 4,465.15
Operating Cost Share Rent (taxable)                     24,358.19
Sales Tax                                                4,634.38
                                                    -------------
Total                                               $   86,333.90
                                                    =============

Such amount is subject to change based upon the terms of the Lease.


                                       2
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      1. LEASE AGREEMENT. On the terms stated in this Lease, Landlord leases the
Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term
beginning on the Commencement Date and ending on the Termination Date unless
extended or sooner terminated pursuant to this Lease.

      2. RENT.

      A. Types of Rent. Tenant shall pay the following Rent in United States
funds, in the form of a check to Landlord at the following address:

      CDR Federal, L.L.C.
      c/o CDR Realty, L.L.C.
      2424 North Federal Highway, Suite 159
      Boca Raton, Florida 33431

or by wire transfer as follows:

      Bank Name: Bank of America
      Account Name: CDR Federal, L.L.C.
      ABA Number: 063100277
      Account Number: 003446259506

or in such other manner-- Landlord may notify Tenant:

            (1) Base Rent, in monthly installments in advance on or before the
      first day of each month of the Term in the amount set forth on the
      Schedule.

            (2) Operating Cost Share Rent in an amount equal to the Tenant's
      Proportionate Share of the Operating Costs for the applicable fiscal year
      of the Lease, paid monthly in advance in an estimated amount. Definitions
      of Operating Costs and Tenant's Proportionate Share, and the method for
      billing and payment of Operating Cost Share Rent are set forth in Sections
      2B, 2C and 2D.

            (3) Additional Rent in the amount of all costs, expenses,
      liabilities, and amounts which Tenant is required to pay under this Lease,
      excluding Base Rent and Operating Cost Share Rent, but including any
      interest for late payment of any item of Rent.

            (4) Rent as used in this Lease means Base Rent, Operating Cost Share
      Rent, Additional Rent, and those amounts which may be due as per section
      2.A.5 below. Tenant's agreement to pay Rent is an independent covenant,
      with no right of setoff, deduction or counterclaim of any kind, except as
      otherwise provided in the Lease. Landlord shall use reasonable efforts to
      determine Tenant's liability for Rent, within one hundred twenty (120)
      days after the end of the calendar year from the termination of this
      Lease. Landlord shall notify Tenant within such one hundred twenty (120)
      days of any matters which Landlord has not been able so resolve despite
      its reasonable efforts, and all other matters shall be deemed final.

            (5) Tenant shall pay in addition to rent, all sales, use and
      occupancy taxes levied by the State of Florida, or any other governmental
      jurisdiction having authority for the privilege of leasing or occupying
      the premises.

      B. Payment of Operating Cost Share Rent.

            (1) Payment of Estimated Operating Cost Share Rent. Landlord shall
      estimate the Operating Costs of the Project by April 1 of each fiscal
      year, or as soon as reasonably possible thereafter. In the event such
      estimate cannot be made by April 1 Landlord shall notify Tenant. Landlord
      may revise these estimates whenever it obtains more accurate information,
      on the final real estate tax assessment or tax rate for the Project.

            Within ten (10) days after receiving the original or revised
      estimate from Landlord, Tenant shall pay Landlord one-twelfth (1/12th) of
      Tenant's Proportionate Share of this estimate, multiplied by the number of
      months that have elapsed in the applicable fiscal year to the date of such
      payment including the current month, minus payments previously made by
      Tenant for the months elapsed. On the first day of each month thereafter,
      Tenant shall pay Landlord one-twelfth (1/12th) of Tenant's Proportionate
      Share of this estimate, until a new estimate becomes applicable.

            (2) Correction of Operating Cost Share Rent. Landlord shall use best
      efforts to deliver to Tenant a report for the previous fiscal year (the
      "Operating Cost Report") by April 1 of each year, setting forth (a) the
      actual Operating Costs incurred, (1) the amount of Operating Cost Share
      Rent due from Tenant, and (c) the amount of Operating Cost Share Rent paid
      by Tenant. Within thirty (30) days after such receipt, Tenant shall pay to
      Landlord the amount due minus the amount paid. If the amount paid exceeds
      the amount due, Landlord shall apply the excess to Tenant's payments of
      Operating Cost Share Rent next coming due.

      C. Definitions.

            (1) Included Operating Costs. "Operating Costs" means any expenses,
      costs and disbursements of any kind including Taxes, paid or incurred by
      Landlord in connection with the management, maintenance, operation,
      insurance, repair and other related activities in connection with any part
      of the Project and of the personal property, fixtures, machinery,
      equipment, systems and apparatus used in connection therewith, including
      the cost of providing those services required to be furnished by Landlord
      under this Lease. Operating Costs shall also include the costs of any
      capital improvements, which given all other things being equal are
      intended to reduce Operating Costs and those made to keep the Project in
      compliance with governmental requirements applicable from time to time
      (collectively, "Included Capital items"); provided, that the costs of any
      Included Capital Item shall be amortized by Landlord over the estimated
      useful life of such item in accordance with GAAP and such amortized costs
      are only included in Operating Costs for that portion of the useful life
      of the Included Capital Item which falls within the Term.

            If the Project is not fully occupied during any portion of any
      fiscal year, Landlord may adjust (an "Equitable Adjustment") Operating
      Costs to equal what would have been incurred by Landlord had the Project
      been fully occupied. This Equitable Adjustment shall apply only to
      Operating Costs which are variable and therefore increase as occupancy of
      the Project increases. Landlord may incorporate the Equitable Adjustment
      in its estimates of Operating Costs.

            If Landlord does not furnish any particular service whose cost would
      have constituted an Operating Cost to a tenant other than Tenant who has
      undertaken to perform such service itself, Operating Costs shall be
      increased by the amount which Landlord would have incurred if it had
      furnished the service to such tenant.

      (2)   Excluded Operating Costs. Operating Costs shall not include:

      (a)   costs of alterations of tenant premises;

      (b)   costs of capital improvements other than Included Capital Items;


                                       3
<PAGE>

      (c)   interest and principal payments on mortgages or any other debt
            costs, or rental payments on any ground lease of the Project;

      (d)   real estate brokers' leasing commissions;

      (e)   legal fees, space planner fees, administrative expenses and
            advertising expenses incurred with regard to leasing the Building or
            portions thereof;

      (f)   any cost or expenditure for which Landlord is reimbursed, by
            insurance proceeds or otherwise, except by Operating Cost Share
            Rent;

      (g)   the cost of any service furnished to any office tenant of the
            Project which Landlord does not make available to Tenant;

      (h)   depreciation (except on any Included Capital Items);

      (i)   franchise or income taxes imposed upon Landlord, except to the
            extent imposed in lieu of all or any part of taxes;

      (j)   costs of correcting defects in construction of the Building (as
            opposed to the cost of normal repair, maintenance and replacement
            expected with the construction materials and equipment installed in
            the Building in light of their specifications);

      (k)   legal and auditing fees which are for the benefit of Landlord such
            as collecting delinquent rents, preparing tax returns and other
            financial statements, and audits other than those incurred in
            connection with the preparation of reports required pursuant to
            Section 2B above;

      (l)   the wages of any employee for services not related directly to the
            management, maintenance, operation and repair of the Building;

      (m)   fines, penalties and interest; and

      (n)   see number 1 of Rider to Lease.

      (3) Taxes. "Taxes" means any and all taxes, assessments and charges of any
kind, general or special, ordinary or extraordinary, levied against the Project,
which Landlord shall pay or become obligated to pay in connection with the
ownership, leasing, renting, management, use, occupancy, control or operation of
the Project or of the personal property, fixtures, machinery, equipment, systems
and apparatus used in connection therewith. Taxes shall include real estate
taxes, personal property taxes, sewer rents, water rents, special or general
assessments, transit taxes, ad valorem taxes, and any tax levied on the rents
hereunder or the interest of Landlord under this Lease (the "Rent Tax"). Taxes
shall also include all fees and other costs and expenses paid by Landlord in
reviewing any tax and in seeking a refund or reduction of any Taxes, whether or
not the Landlord is ultimately successful.

      For any year, the amount to be included in Taxes (a) from taxes or
assessments payable in installments, shall be the amount of the installments
(with any interest) due and payable during such year, and (b) from all other
Taxes, shall at Landlord's election be the amount accrued, assessed, or
otherwise imposed for such year or the amount due and payable in such year. Any
refund or other adjustment to any Taxes by the taxing authority, shall apply
during the year in which the adjustment is made.

      Taxes shall not include any net income (except Rent Tax), capital, stock,
succession, transfer, franchise, gift, corporate estate or inheritance tax,
except to the extent that such tax shall be imposed in lieu of any portion of
Taxes.

      (4) Lease Year. "Lease Year" means each consecutive twelve-month period
beginning with the Commencement Date, except that if the Commencement Date is
not the first day of a calendar month, then the first Lease Year shall be the
period from the Commencement Date through the final day of the twelve months
after the first day of the following month, and each subsequent Lease Year shall
be the twelve months following the prior Lease Year.

      (5) Fiscal Year. "Fiscal Year" means the calendar year, except that the
first fiscal year and the last fiscal year of the Term may be a partial calendar
year.

D. Computation of Base Rent and Rent Adjustments.

      (1) Prorations. If this Lease begins on a day other than the first day of
a month, the Base Rent, Operating Cost Share Rent and Tax Share Rent shall be
prorated for such partial month based on the actual number of days in such
month. If this Lease begins on a day other than the first day, or ends on a day
other than the last day, of the fiscal year, Operating Cost Share Rent and Tax
Share Rent shall be prorated for the applicable fiscal year.

      (2) Default Interest. Any sum due from Tenant to Landlord not paid when
due shall bear interest on the unpaid portion of such sum from the date due
until paid at a rate of prime plus three percent (3%).

      (3) Rent Adjustments. The square footage of the Premises and the Building
set forth in the Schedule are conclusively deemed to be the actual square
footage thereof, without regard to any subsequent remeasurement of the Premises
or the Building. If any Operating Cost paid in one fiscal year relates to more
than one fiscal year, Landlord may proportionately allocate such Operating Cost
among the related fiscal years.

      (4) Books and Records. Landlord shall maintain books and records
reflecting the Operating Costs in accordance with sound accounting and
management practices. Tenant and its agents shall have the right to inspect
Landlord's records at Landlord's office upon at least seventy-two (72) hours'
prior notice during normal business hours during the ninety (90) days following
the respective delivery of the Operating Cost Report or the Tax Report. The
results of any such inspection shall be kept strictly confidential by Tenant and
its agents, and Tenant and its agents must agree, in their contract for such
services, to such confidentiality restrictions and shall specifically agree that
the results shall not be made available to any other tenant of the Building.
Unless Tenant sends to Landlord any written exception to either such report
within sixty (60) days after said ninety (90) day period, such report shall be
deemed final and accepted by Tenant. Tenant shall pay the amount shown on both
reports in the manner prescribed in this Lease, whether or not Tenant takes any
such written exception, without any prejudice to such exception. If Tenant makes
a timely exception, Landlord shall cause its independent certified public
accountant or shall select and cause another firm with at least five (5) years
of experience in auditing the books and records of commercial office projects to
issue a report on Tenant's exception. Each party shall pay its own costs, unless
Landlord's original determination of annual Operating Costs overstated the
amounts thereof by more than three percent (3%), then Landlord shall pay
Tenant's reasonable actual costs. Any overcharge that is determined due to
Tenant shall be refunded to Tenant with interest at a rate of prime plus one
percent (1%) from the date Landlord received payment from Tenant.


                                       4
<PAGE>

                   If Landlord and Tenant are unable to reach agreement within
      twenty-one (21) days on Operating Costs after a report is made on Tenant's
      exception, the parties shall select an arbitrator with at lease five (5)
      years of experience in commercial real estate in the county in which this
      Project is located. The fees of the arbitrator and the expenses of the
      arbitration proceeding shall be paid by the prevailing party.

            (5) Miscellaneous. So long as Tenant is in default beyond cure
      period of any obligation under this Lease, Tenant shall not be entitled to
      any refund of any amount from Landlord. If this Lease is terminated for
      any reason prior to the annual determination of Operating Cost Share Rent,
      either party shall pay the full amount due to the other within fifteen
      (15) days after Landlord's notice to Tenant of the amount when it is
      determined. Landlord may commingle any payments made with respect to
      Operating Cost Share Rent or Tax Share Rent, without payment of interest.

      3. PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF
PREMISES.

      A. Condition of Premises. Except to the extent of the Tenant Improvements
item on the Schedule, Landlord is leasing the Premises to Tenant "as is",
without any obligation to alter, remodel, improve, repair or decorate any part
of the Premises. Landlord shall cause the Premises to be completed in accordance
with the Tenant Improvement Agreement attached as Appendix C.

      B. Tenant's Possession. Tenant's taking possession of any portion of the
Premises shall be conclusive evidence that such portion of the Premises was in
good order, repair and condition, except as provided in a punch list or
otherwise herein. If Landlord authorizes Tenant to take possession of any part
of the Premises prior to the Commencement Date for purposes of doing business,
all terms of this Lease shall apply to such pre-Term possession, including Base
Rent at the rate set forth for the First Lease Year in the Schedule prorated for
any partial month.

      C. Maintenance. Throughout the Term, Tenant shall maintain the Premises in
their condition as of the Completion Date, loss or damage caused by the
elements, ordinary wear, and fire and other casualty excepted, and at the
termination of this Lease, or Tenant's right to possession, Tenant shall return
the Premises to Landlord in broom-clean condition. To the extent Tenant fails to
perform either obligation, Landlord may, but need not, restore the Premises to
such condition and Landlord shall notify Tenant prior to such work and permit
Tenant thirty (30) days opportunity to cure, Tenant shall pay the cost thereof
within thirty (30) days of demand therefore. (see number 11 of Rider to Lease)

      4. PROJECT SERVICES. Landlord shall furnish services as follows:

      A. Air Conditioning. During the normal business hours of 7:00 a.m. to 7:00
p.m., Monday through Friday (except for holidays), and 7:00 a.m. to 7:00 p.m. on
Saturday, Landlord shall furnish (i) air conditioning such that the average
temperature condition of the Premises is 74 degrees F [+2 degrees F dry bulb
with 50% + 5% relative humidity] when the outdoor conditions are not above 95
degrees F dry bulb. Landlords obligations hereunder shall be diminished to the
extent that Tenant adversely affects the temperature maintained by the air
conditioning system by operating equipment other than normal office equipment.
If Tenant installs such equipment, Landlord upon Tenant's request, may install
supplementary air conditioning units in the Premises, and Tenant shall pay to
Landlord upon demand as Additional Rent the cost of installation, operation and
maintenance thereof. The temperature condition herein described above is further
conditioned based on blinds being fully lowered with slats at a forty-five
degree azimuth, coincident with peak sun load, or the equivalent solar barrier;
electrical load of five (5) watts (connected load) per rentable square foot and
a people load of one person per one hundred seventy-five square feet. The term
holidays, as referred to above shall be New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, Christmas Day and any other
holiday taken by tenants occupying at least one-half (l/2) of the net rentable
area of office space in the Building, as announced from time to time by
Landlord.

      Landlord shall furnish air conditioning at Landlord's cost after business
hours if Tenant provides Landlord reasonable prior notice, and pays Landlord all
then current charges for such additional air conditioning.

      B. Elevators. Landlord shall provide passenger elevator service during
normal business hours to Tenant in common with Landlord and all other tenants.
Landlord shall provide limited passenger service at other times, except in case
of an emergency. Landlord shall provide freight elevator service at reasonable
hours at Tenant's request, subject to scheduling by the Landlord and payment for
the service by Tenant.

      C. Electricity. Landlord shall provide sufficient electricity to operate
normal office lighting and equipment. Tenant shall not install or operate in the
Premises any electrically operated equipment or other machinery, other than
business machines and equipment normally employed for general office use which
do not require high electricity consumption for operation, without obtaining the
prior written consent of Landlord. If any or all of Tenant's equipment requires
electricity consumption in excess of that which is necessary to operate normal
office equipment, such consumption (including consumption for computer or
telephone rooms and special HVAC equipment) shall be submetered by Landlord at
Tenant's expense, and Tenant shall reimburse Landlord as Additional Rent for the
cost of its submetered consumption based upon Landlord's average cost of
electricity. Such Additional Rent shall be in addition to Tenant's obligations
pursuant to Section 2A(2) to pay its Proportionate Share of Operating Costs.

      D. Water. Landlord shall furnish hot and cold tap water for drinking and
toilet purposes. Tenant shall pay Landlord for water furnished for any other
purpose as Additional Rent at rates fixed by Landlord. Tenant shall not permit
water to be wasted.

      E. Janitorial Service. Landlord shall furnish janitorial service as
generally provided to other tenants in the Building. (Appendix F)

      F. Interruption of Services. If any of the Building equipment or machinery
ceases to function properly for any cause Landlord shall use reasonable
diligence to repair the same promptly. Landlord's inability to furnish, to any
extent, the Project services set forth in this Section 4, or any cessation
thereof resulting from any causes, including without limitation, any entry for
repairs pursuant to this Lease, and any renovation, redecoration or
rehabilitation of any area of the Building shall not work an abatement of any
portion of Rent, nor relieve Tenant from fulfillment of any covenant or
agreement hereof. However, in the event that an interruption of the Project
services set forth in this Section 4 is within Landlord's reasonable control and
such interruption causes the Premises to be untenantable for a period of at
least five (5) consecutive business days, monthly Rent shall be thereafter
abated proportionately. (see number 2 of Rider to Lease)

      G. Lighting. Landlord or its designer shall furnish, install, and replace,
as required, all lighting tubes, lamps, bulbs starters, transformers and
ballast's and like items in Building-standard lighting fixtures in the premises.

      H. Security Service. Landlord shall provide security service for the
Building consistent with that of comparable office buildings in the vicinity,
with no warranty or liability respecting the effectiveness of the service.

      5. ALTERATIONS AND REPAIRS.

      A. Landlord's Consent and Conditions. Except as otherwise provided herein,
Tenant shall not make any improvements or alterations to the Premises (the
"Work") without in each instance submitting plans and specifications for the
Work to Landlord and obtaining


                                       5
<PAGE>

Landlord's prior written consent, which shall not be unreasonably withheld.
Tenant shall pay Landlord's reasonable actual charge for review of the plans and
all other items submitted by Tenant not to exceed $500.00. Landlord will be
deemed to be acting reasonably in withholding its consent for any Work which (a)
materially impacts the base structural components or systems of the Building,
(b) materially impacts any other tenant's premises, or (c) is visible from
outside the Premises. (see number 3 of Rider to Lease)

      Tenant shall reimburse Landlord for reasonable actual costs incurred for
review of the plans and all other items submitted by Tenant not to exceed
$500.00. Except as otherwise provided in this Lease, Tenant shall pay for the
cost of all Work. All Work shall become the property of Landlord upon its
installation, except for Tenant's trade fixtures and for items which Landlord
requires Tenant to remove at Tenant's cost at the termination of the Lease
pursuant to Section 5E.

      The following requirements shall apply to all Work:

            (1) Prior to commencement, Tenant shall furnish to Landlord building
      permits, certificates of insurance satisfactory to Landlord, and, at
      Landlord's request, security for payment of all costs.

            (2) Tenant shall perform all Work so as to maintain peace and
      harmony among other contractors serving the Project and shall avoid
      interference with other work to be performed or services to be rendered in
      the Project.

            (3) The Work shall be performed in a good and workmanlike manner,
      meeting the standard for construction and quality of materials in the
      Building, and shall comply with all insurance requirements and all
      applicable governmental laws, ordinances and regulations ("Governmental
      Requirements").

            (4) Tenant shall perform all Work so as to minimize or prevent
      disruption to other tenants, and Tenant shall comply with all reasonable
      requests of Landlord in response to complaints from other tenants.

            (5) Tenant shall perform all Work in compliance with Landlord's
      "Policies, Rules and Procedures for Construction Projects" in effect at
      the time the Work is performed.

            (6) Tenant shall permit Landlord to supervise all Work at Landlord's
      cost and without disturbing the Work.. Landlord may charge a supervisory
      fee not to exceed five percent (5%) of labor, material, and all other
      costs of the Work, if Landlord's employees or contractors perform the
      Work.

            (7) Upon completion, Tenant shall furnish Landlord with contractor's
      affidavits and full and final statutory waivers of liens, as-built plans
      and specifications, and receipted bills covering all labor and materials,
      and all other close-out documentation required in Landlord's "Policies,
      Rules and Procedures for Construction Projects".

      B. Damage to Systems. If any part of the mechanical, electrical or other
systems in the Premises shall be damaged, Tenant shall promptly notify Landlord,
and Landlord shall repair such damage. Landlord may also at any reasonable time
make any repairs or alterations which Landlord deems necessary for the safety or
protection of the Project, or which Landlord is required to make by any court or
pursuant to any Governmental Requirement. Tenant shall at its expense make all
other repairs necessary to keep the Premises, and Tenant's fixtures and personal
property, in good order, condition and repair; to the extent Tenant fails to do
so, Landlord may make such repairs to the Premises itself after notice and
thirty (30) days opportunity to cure. The cost of any repairs made by Landlord
on account of Tenant's default, or on account of the misuse or neglect by Tenant
or its invitees, contractors or agents anywhere in the Project, shall become
Additional Rent payable by Tenant on demand.

      C. No Liens. Tenant has no authority to cause or permit any lien or
encumbrance of any kind to affect Landlord's interest in the Project; any such
lien or encumbrance shall attach to Tenant's interest only. if any mechanic's
lien shall be filed or claim of lien made for work or materials furnished to
Tenant, then Tenant shall at its expense within thirty (30) days thereafter
either discharge or contest the lien or claim. If Tenant contests the lien or
claim, then Tenant shall (i) within such thirty (30) day period, provide
Landlord adequate security for the lien or claim, or (ii) contest the lien or
claim in good faith by appropriate proceedings that operate to stay its
enforcement, and (iii) pay promptly any final adverse judgment entered in any
such proceeding. If Tenant does not comply with these requirements, Landlord may
discharge the lien or claim, and the amount paid, as well as attorney's fees and
other expenses incurred by Landlord, shall become Additional Rent payable by
Tenant on demand.

      D. Ownership of Improvements. All Work as defined in this Section 5, fixed
partitions, hardware, equipment, machinery and all other improvements and all
fixtures except trade fixtures, constructed in the Premises by either Landlord
or Tenant, shall become Landlord's property upon installation without
compensation to Tenant, unless Landlord consents otherwise in writing.

      E. Removal at Termination. Upon the termination of this Lease or Tenant's
right of possession Tenant shall remove from the Project its trade fixtures,
furniture, moveable equipment and other personal property, any improvements
which Landlord elects shall be removed by Tenant pursuant to Section 5D provided
Landlord gives notice to Tenant of such removal requirements upon Landlord's
notice to Tenant of Landlord's consent or approval of same. Tenant shall repair
all damage caused by the installation or removal of any of the foregoing items.
If Tenant does not timely remove such property, then Tenant shall be
conclusively presumed to have, at Landlord's election (i) conveyed such property
to Landlord without compensation or (ii) abandoned such property, and Landlord
may dispose of or store any part thereof in any manner at Tenant's sole cost,
without waiving Landlord's right to claim from Tenant all expenses arising out
of Tenant's failure to remove the property, and without liability to Tenant or
any other person. Landlord shall have no duty to be a bailee of any such
personal property. If Landlord elects abandonment, Tenant shall pay to Landlord,
upon demand, any expenses incurred for disposition. Notwithstanding anything
contained herein, provided Tenant has notified Landlord as provided for in the
Lease of improvements, and such improvements have been made in accordance with
applicable government requirements at such time the improvement has been made,
Tenant's liability towards restoration shall not exceed $18,476.50 exclusive
of costs for removal of trade fixtures, furniture, moveable equipment, other
personal property.

      6. USE OF PREMISES. Tenant shall use the Premises only for general office
purposes. Tenant shall not allow any use of the Premises which will negatively
affect the cost of coverage of Landlord's insurance on the Project. Tenant shall
not allow any inflammable or explosive liquids or materials to be kept on the
Premises. Tenant shall not allow any use of the Premises which would cause the
value or utility of any part of the Premises to diminish or would interfere with
any other tenant or with the operation of the Project by Landlord. Tenant shall
not permit any nuisance or waste upon the Premises, or allow any offensive noise
or odor in or around the Premises.

      If any governmental authority shall deem the Premises to be a "place of
public accommodation" under the Americans with Disabilities Act or any other
comparable law as a result of Tenant's use, Tenant shall either modify its use
to cause such authority to rescind its designation or be responsible for any
alterations, structural or otherwise, required to be made to the Building or the
Premises under such laws.

      7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES. Tenant shall comply with
all Governmental Requirements applying to its use of the Premises. Tenant shall
also comply with all reasonable rules established for the Project from time to
time by Landlord. The present rules and regulations include, but are not limited
to those that are contained in Appendix B. Failure by another tenant to comply
with the rules or failure by Landlord to enforce them shall not relieve Tenant
of its obligation to comply with the rules or


                                       6
<PAGE>

make Landlord responsible to Tenant in any way. Landlord shall use reasonable
efforts to apply the rules and regulations uniformly with respect to Tenant and
tenants in the Building under leases containing rules and regulations similar to
this Lease. In the event of alterations and repairs performed by Tenant, Tenant
shall comply with the provisions of Section 5 of this Lease and also Landlord's
"Policies, Rules and Regulations for Construction Projects". (see number 4 of
Rider to Lease)

      8. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.

      A. Waiver of Claims. To the extent permitted by law, Tenant waives any
claims it may have against Landlord or its officers, directors, employees or
agents for business interruption or damage to property sustained by Tenant as
the result of any act or omission of Landlord.

      To the extent permitted by law, Landlord waives any claims it may have
against Tenant or its officers, directors, employees or agents for loss of rents
(other than Rent) or damage to property sustained by Landlord as the result of
any act or omission of Tenant.

      B. Indemnification. Tenant shall indemnify, defend and hold harmless
Landlord and its officers, directors, employees and agents against any claim by
any third party for injury to any person or damage to or loss of any property
occurring in the Project and arising from the use of the Premises or from any
other act or omission or negligence of Tenant or any of Tenant's employees,
agents, guests or invitees. Tenant's obligations under this section shall
survive the termination of this Lease.

      Landlord shall indemnify, defend and hold harmless Tenant and its
officers, directors, employees and agents against any claim by any third party
for damage to person or Premises or from any other act or omission or gross
negligence of Landlord or any of Landlord's employees or agents. Landlord's
obligations under this section shall survive the termination of this Lease.

      C. Tenant's Insurance. Tenant shall maintain insurance as follows, with
such other terms, coverages and insurers, as Landlord shall reasonably require
from time to time:

            (1) Commercial General Liability Insurance, with (a) Contractual
      Liability including the indemnification provisions contained in this
      Lease, (b) a severability of interest endorsement, (c) limits of not less
      than Two Million Dollars ($2,000,000) combined single limit per occurrence
      and not less than Two Million Dollars ($2,000,000) in the aggregate for
      bodily injury, sickness or death, and property damage, and umbrella
      coverage of not less than Five Million Dollars ($5,000,000).

            (2) Property Insurance against "All Risks" of physical loss covering
      the replacement cost of all improvements, fixtures and personal property.
      (3) Workers' compensation or similar insurance in form and amounts
      required by law, and Employer's Liability with not less than the following
      limits:

Each Accident                                   $500,000
Disease--Policy Limit                           $500,000
Disease--Each Employee                          $500,000

      Tenant's insurance shall be primary and not contributory (contributory may
also be referred to as excess or umbrella insurance) to that carried by
Landlord, its agents, or mortgagee. Landlord, and if any, Landlord's building
manager or agent and ground lessor shall be named as additional insureds as
respects to insurance required of the Tenant in Section 8C(1). The company or
companies writing any insurance which Tenant is required to maintain under this
Lease, as well as the form of such insurance, shall at all times be subject to
Landlord's approval, and any such company shall be licensed to do business in
the state in which the Building is located. Such insurance companies shall have
a A.M. Best rating of A VI or better.

      Tenant shall cause any contractor of Tenant performing work on the
Premises to maintain insurance as follows, with such other terms, coverages and
insurers, as Landlord shall reasonably require from time to time:

            (1) Commercial General Liability Insurance, including contractor's
      liability coverage, contractual liability coverage, completed operations
      coverage, broad form property damage endorsement, and contractor's
      protective liability coverage, to afford protection with limits, for each
      occurrence, of not less than One Million Dollars ($1,000,000) with respect
      to personal injury, death or property damage.

            (2) Workers' compensation or similar insurance in form and amounts
      required by law, and Employer's Liability with not less than the following
      limits:

Each Accident                                   $500,000
Disease--Policy Limit                           $500,000
Disease--Each Employee                          $500,000

      Tenant's contractor's insurance shall be primary and not contributory to
that carried by Tenant, Landlord, their agents or mortgagees. Tenant and
Landlord, and if any, Landlord's building manager or agent, mortgagee or bound
lessor shall be named as additional insured on Tenant's contractor's insurance
policies.

      D. Insurance Certificates. Tenant shall deliver to Landlord certificates
evidencing all required insurance no later than five (5) days prior to the
Commencement Date and each renewal date, or at any other time required by
Landlord. Each certificate will provide for thirty (30) days prior written
notice of termination or cancellation to Landlord and Tenant.

      E. Landlord's Insurance. Landlord shall maintain "All-Risk" property
insurance at replacement cost, including loss of rents, on the Building, and
Commercial General Liability insurance policies covering the common areas of the
Building, each with such terms, coverages and conditions as are normally carried
by reasonably prudent owners of properties similar to the Project. With respect
to property insurance, Landlord and Tenant mutually waive all rights of
subrogation, and the respective "All-Risk" coverage property insurance policies
carried by Landlord and Tenant shall contain enforceable waiver of subrogation
endorsements.

      9. FIRE AND OTHER CASUALTY.

      A. Termination. If a fire or other casualty causes substantial damage to
the Building or the Premises, Landlord shall engage a registered architect to
certify within one (1) month of the casualty to both Landlord and Tenant the
amount of time needed to restore the Building and the Premises to tenantability,
using standard working methods. If the time needed exceeds nine (9) months from
the beginning of the restoration, or two (2) months therefrom if the restoration
would begin during the last twelve (12) months of the Lease, then in the case of
the Premises, either Landlord or Tenant may terminate this Lease, and in the
case of the Building, Landlord may terminate this Lease, by notice to, the other
party within ten (10) days after the notifying party's receipt of the
architect's certificate. The termination shall be effective thirty (30) days
from the date of the notice and Rent shall be paid by Tenant to that date, with
an abatement for any portion of the Premises which has been untenantable after
the casualty.


                                       7
<PAGE>

      In the event the Premises are not tenantable within nine (9) months from
the certification date of a registered architect Tenant shall have the right to
terminate the Lease by providing Landlord with notice. If the Premises are
tenantable within thirty (30) days of such notice, Tenant may not terminate the
Lease.

      B. Restoration, If a casualty causes damage to the Building or the
Premises but this Lease is not terminated for any reason, then subject to the
rights of any mortgagees or ground lessors, Landlord shall obtain the applicable
insurance proceeds and diligently restore the Building and the Premises subject
to current Governmental Requirements. Tenant shall replace its damaged
improvements, personal property and fixtures. Rent shall be abated on a per diem
basis during the restoration for any portion of the Premises which is
untenantable, except to the extent that Tenant's negligence caused the casualty.

      10. EMINENT DOMAIN. If a part of the Project is taken by eminent domain or
deed in lieu thereof which is so substantial that the Premises cannot reasonably
be used by Tenant for the operation of its business, then either party may
terminate this Lease effective as of the date of the taking. If any substantial
portion of the Project is taken without affecting the Premises, then Landlord
may terminate this Lease as of the date of such taking. Rent shall abate from
the date of the taking in proportion to any part of the Premises taken. The
entire award for the taking of any kind shall be paid to Landlord. Tenant may
pursue a separate award for its trade fixtures and moving expenses in connection
with the taking, but only if such recovery does not reduce the awards payable to
Landlord. All obligations accrued to the date of the taking shall be performed
by the party liable to perform said obligations, as set forth herein.

      11. RIGHTS RESERVED TO LANDLORD.

      Landlord may exercise at any time any of the following rights on prior
written notice respecting the operation of the Project without liability to the
Tenant of any kind:

      A. Names. To change the name or street address of the Building or the
suite number(s) of the Premises.

      B. Signs. To install and maintain any signs on the exterior and in the
interior of the Building, and to approve at its sole discretion, prior to
installation, any of Tenant's signs in the Premises visible from the common
areas or the exterior of the Building. No sign shall be installed or maintained
on the exterior or interior of the building without Landlord's prior approval.
(see number 16 of Rider to Lease)

      C. Window Treatments. To approve, at its discretion, prior to
installation, any shades, blinds, ventilators or window treatments of any kind,
as well as any lighting within the Premises that may be visible from the
exterior of the Building or any interior common area.

      D. Key. To retain and use at any time passkeys to enter the Premises or
any door within the Premises. Tenant shall not alter or add any lock or bolt.

      E. Access. To have access to inspect the Premises, and to perform its
obligations, or make repairs, alterations, additions or improvements, as
permitted by this Lease.

      F. Preparation for Reoccupancy. To decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy at any time after Tenant abandons
the Premises, without relieving Tenant of any obligation to pay Rent.

      G. Heavy Articles. To approve the weight, size, placement and time and
manner of movement within the Building of any safe, central filing system or
other heavy article of Tenant's property. Tenant shall move its property
entirely at its own risk.

      H. Show Premises. To show the Premises to prospective purchasers, tenants,
brokers, lenders, investors, rating agencies or others at any reasonable time,
provided that Landlord gives prior notice to Tenant and does not materially
interfere with Tenant's use of the Premises.

      I. Relocation of Tenant. Intentionally omitted.

      J. Use of Lockbox. To designate a lockbox collection agent for collections
of amounts due Landlord. In that case, the date of payment of Rent or other sums
shall be the date of the agent's receipt of such payment or the date of actual
collection if payment is made in the form of a negotiable instrument thereafter
dishonored upon presentment. However, Landlord may reject any payment for all
purposes as of the date of receipt or actual collection by mailing to Tenant
within 21 days after such receipt or collection a check equal to the amount sent
by Tenant.

      K. Repairs and Alterations. To make repairs or alterations to the Project
and in doing so transport any required material through the Premises, to close
entrances, doors, corridors, elevators and other facilities in the Project, to
open any ceiling in the Premises, or to temporarily suspend services or use of
common areas in the Building. (see number 5 of Rider to Lease) Landlord may
perform any such repairs or alterations during ordinary business hours, except
that Tenant may require any Work in the Premises to be done after business hours
if Tenant pays Landlord for overtime and any other expenses incurred. Landlord
may do or permit any work on any nearby building, land, street, alley or way.

      L. Landlord's Assets. If Tenant is in default under this Lease, possession
of Tenant's funds or negotiation of Tenant's negotiable instrument by any of
Landlord's agents shall not waive any breach by Tenant or any remedies of
Landlord under this Lease, unless such default is thereby cured.

      M. Building Services. To install, use and maintain through the Premises,
pipes, conduits, wires and ducts serving the Building, provided that such
installation, use and maintenance does not unreasonably interfere with Tenant's
use of the Premises.

      N. Other Actions To take any other action which Landlord deems reasonable
in connection with the operation, maintenance or preservation of the Building.

      12. TENANT'S DEFAULT

      Any of the following shall constitute a default by Tenant:

      A. Rent Default. Tenant fails to pay any Rent when due and fails to cure
such default within seven (7) days after notice thereof.

      B. Assignment/Sublease or Hazardous Substances Default. Tenant defaults in
its obligations beyond any applicable cure period under Section 17 Assignment
and Sublease or Section 28 Hazardous Substances;

      C. Other Performance Default. Tenant fails to perform any other obligation
to Landlord under this Lease, and, in the case of only the first two (2) such
failures in any twelve (12) month period, this failure continues for twenty (20)
days after written notice from Landlord, except that if Tenant begins to cure
its failure within the twenty (20) day period but cannot reasonably complete its
cure within such period, then, so long as Tenant continues to diligently attempt
to cure its failure, the twenty (20) day period shall be extended to sixty (60)
days, or such lesser period as is reasonably necessary to complete the cure;

      D. Credit Default. One of the following credit defaults occurs:

            (1) Tenant commences any proceeding under any law relating to
      bankruptcy, insolvency, reorganization or relief of debts, or seeks
      appointment of a receiver, trustee, custodian or other similar official
      for the Tenant or for any substantial part of its


                                       8
<PAGE>

      property, or any such proceeding is commenced against Tenant and either
      remains undismissed for a period of thirty days or results in the entry of
      an order for relief against Tenant which is not fully stayed within seven
      days after entry;

            (2) Tenant becomes insolvent or bankrupt, does not generally pay its
      debts as they become due, or admits in writing its inability to pay its
      debts, or makes a general assignment for the benefit of creditors;

            (3) Any third party obtains a levy or attachment under process of
      law against Tenant's leasehold interest and the same is not removed or
      bonded within thirty (30) days.

      E. Vacation or Abandonment Default. Tenant vacates or abandons the
Premises, and fails to pay Rent when due.

      13. LANDLORD REMEDIES.

      A. Accelerate Rent. Landlord may accelerate rent, discounted to present
value at a rate of prime due hereunder and may also at its option proceed with
any and all of its remedies provided by this lease. Landlord shall use best
efforts to mitigate damages.

      B. Termination of Lease or Possession. If Tenant defaults, Landlord may
elect by notice to Tenant either to terminate this Lease or to terminate
Tenant's possession of the Premises without terminating this Lease. In either
case, Tenant shall immediately vacate the Premises and deliver possession to
Landlord, and Landlord may repossess the Premises and may, at Tenant's sole
cost, remove any of Tenant's signs and any of its other property, without
relinquishing its right to receive Rent or any other right against Tenant.

      C. Lease Termination Damages. If Landlord terminates the Lease, Tenant
shall pay to Landlord a sum equal to all rent accrued up to and including the
date of termination, plus Landlord's reasonable estimate of the aggregate Rent
that would have been payable from the date of termination through the
Termination Date, reduced by the rental value of the Premises calculated as of
the date of termination for the same period, taking into account anticipated
vacancy prior to reletting, reletting expenses and market concessions, both
discounted to present value at the rate often percent (10%) per annum. All such
amounts shall be then immediately due and payable upon the termination. If
Landlord shall relet any part of the Premises for any part of such period before
such present value amount shall have been paid by Tenant or finally determined
by a court, then the amount of Rent payable pursuant to such reletting (taking
into account vacancy prior to reletting and any reletting expenses or any
concessions) shall be deemed to be the reasonable rental value for that portion
of the Premises relet during the period of the reletting.

      D. Possession Termination Damages. If Landlord terminates Tenant's right
to possession without terminating the Lease and Landlord takes possession of the
Premises itself, Landlord may relet any part of the Premises for such Rent, for
such time, and upon such terms as Landlord in its sole discretion shall
determine, without any obligation to do so prior to renting other vacant areas
in the Building. Any proceeds from reletting the Premises shall first be applied
to the expenses of reletting, including redecoration, repair, alteration,
advertising, brokerage, legal, and other reasonably necessary expenses. If the
reletting proceeds after payment of expenses are insufficient to pay the full
amount of Rent under this Lease, Tenant shall pay such deficiency to Landlord
monthly upon demand as it becomes due. Any excess proceeds shall be retained by
Landlord.

      E. Landlord's Remedies Cumulative. All of Landlord's remedies under this
Lease shall be in addition to all other remedies Landlord may have at law or in
equity. Waiver by Landlord of any breach of any obligation by Tenant shall be
effective only if it is in writing, and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation. Landlord's
acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance
shall not affect such notice or termination. Acceptance of payment by Landlord
after commencement of a legal proceeding or final judgment shall not affect such
proceeding or judgement. Landlord may advance such monies and take such other
actions for Tenant's account as reasonably may be required to cure or mitigate
any default by Tenant. Tenant shall immediately reimburse Landlord for any such
advance, and such sums shall bear interest at the default interest rate until
paid.

      F. Waiver of Trial By Jury. Each party waives trial by jury in the event
of any legal proceeding brought by the other in connection with this Lease. Each
party shall bring any action against the other in connection with this Lease in
a federal, state, or county court located in Palm Beach County, Florida,
consents to the jurisdiction of such courts, and waives any right to have any
proceeding transferred from such courts on the ground of improper venue or
inconvenient forum.

      G. Litigation Costs, Tenant shall pay Landlord's reasonable attorneys'
fees, appellate fees and other costs in enforcing this Lease, whether or not
suit is filed.

      14. SURRENDER. Upon termination of this Lease or Tenant's right to
possession, Tenant shall return the Premises to Landlord in good order and
condition, ordinary wear and casualty damage excepted. If Landlord requires
Tenant to remove any alterations, then Tenant shall remove the alterations in a
good and workmanlike manner and restore the Premises to its condition prior to
their installation.

      15. HOLDOVER. Tenant shall have no right to holdover possession of the
Premises after the expiration or termination of this Lease without Landlord's
prior written consent, which consent may be withheld in Landlord's sole and
absolute discretion. If Tenant retains possession of any part of the Premises
after the Term, Tenant shall become a month-to-month tenant for the entire
Premises upon all of the terms of this Lease as might be applicable to such
month-to-month tenancy, except that Tenant shall pay all of Base Rent, Operating
Cost Share Rent and Tax Share Rent at 150% the rate in effect immediately prior
to such holdover, computed on a monthly basis for each full or partial month
Tenant remains in possession. No acceptance of Rent or other payments by
Landlord under these holdover provisions shall operate as a waiver of Landlord's
right to regain possession or any other of Landlord's remedies.

      16. SUBORDINATION TO GROUND LEASES AND MORTGAGES.

      A. Subordination. This Lease shall be subordinate to any present or future
ground lease or mortgage respecting the Project, and any amendments to such
ground lease or mortgage, at the election of the ground lessor or mortgagee as
the case may be, effected by notice to Tenant in the manner provided in this
Lease. The subordination shall be effective upon such notice, but at the request
of Landlord or ground lessor or mortgagee, Tenant shall within ten (10) business
days of the request, execute and deliver to the requesting party any reasonable
documents provided to evidence the subordination. Any mortgagee has the right,
at its option, to subordinate its mortgage to the terms of this Lease, without
notice to, nor the consent of, Tenant. (see number 6 of Rider to Lease)

      B. Termination of Ground Lease or Foreclosure of Mortgage. If any ground
lease is terminated or mortgage foreclosed or deed in lieu of foreclosure given
and the ground lessor, mortgagee, or purchaser at a foreclosure sale shall
thereby become the owner of the Project, Tenant shall attorn to such ground
lessor or mortgagee or purchaser without any deduction or setoff by Tenant, and
this Lease shall continue in effect as a direct lease between Tenant and such
ground lessor, mortgagee or purchaser. The ground lessor or mortgagee or
purchaser shall be liable as Landlord only during the time such ground lessor or
mortgagee or purchaser is the owner of the Project. At the request of Landlord,
ground lessor or mortgagee, Tenant shall execute and deliver within ten (10)
business days of the request any document furnished by the requesting party to
evidence Tenant's agreement to attorn. (see number 7 of Rider to Lease)


                                       9
<PAGE>

      C. Security Deposit. Any ground lessor or mortgagee shall be responsible
for the return of any security deposit by Tenant only to the extent the security
deposit is received by such ground lessor or mortgagee.

      D. Notice and Right to Cure. The Project is subject to any ground lease
and mortgage identified with name and address of ground lessor or mortgagee in
Appendix D to this Lease (as the same may be amended from time to time by
written notice to Tenant). Tenant agrees to send by registered or certified mail
to any ground lessor or mortgagee identified either in such Appendix or in any
later notice from Landlord to Tenant a copy of any notice of default sent by
Tenant to Landlord. If Landlord fails to cure such default within the required
time period under this Lease, ground lessor or mortgagee shall have the same
time allocated to Landlord to cure such default.

      E. Definitions. As used in this Section 16, "mortgage" shall include "deed
of trust" and/or "trust deed" and "mortgagee" shall include "beneficiary" and/or
"trustee", "mortgagee" shall include the mortgagee of any ground lessee, and
"ground lessor", "mortgagee", and "purchaser" at a foreclosure sale shall
include, in each case, all of its successors and assigns, however remote.

      17. ASSIGNMENT AND SUBLEASE.

      A. In General. Tenant shall not, without the prior consent of Landlord in
each case, (i) make or allow any assignment or transfer, by operation of law or
otherwise, of any part of Tenant's interest in this Lease, (ii) grant or allow
any lien or encumbrance, by operation of law or otherwise, upon any part of
Tenant's interest in this Lease, (iii) sublet any part of the Premises, or (iv)
permit anyone other than Tenant and its employees to occupy any part of the
Premises. Tenant shall remain primarily liable for all of its obligations under
this Lease, notwithstanding any assignment or transfer. No consent granted by
Landlord shall be deemed to be a consent to any subsequent assignment or
transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all of
Landlord's attorneys' fees and other expenses incurred in connection with any
consent requested by Tenant or in reviewing any proposed assignment or
subletting, not to exceed $500.00. Any assignment or transfer, grant of lien or
encumbrance, or sublease or occupancy without Landlord's prior written consent
shall be void. If Tenant shall assign this Lease or sublet the Premises in its
entirety any rights of Tenant to renew this Lease, extend the Term or to lease
additional space in the Project shall be extinguished thereby and will not be
transferred to the assignee or subtenant, all such rights being personal to the
Tenant named herein.

      B. Landlord's Consent. Landlord will not unreasonably withhold its consent
to any proposed assignment or subletting. It shall be reasonable for Landlord to
withhold its consent to any assignment or sublease if (i) Tenant is in default
beyond any applicable notice and cure period under this Lease, (ii) the proposed
assignee or sublessee is a tenant in the Project, (iii) the financial
responsibility, nature of business, and character of the proposed assignee or
subtenant are not all reasonably satisfactory to Landlord, (iv) in the
reasonable judgment of Landlord the purpose for which the assignee or subtenant
intends to use the Premises (or a portion thereof) is not in keeping with
Landlord's standards for the Building or are in violation of the terms of this
Lease or any other leases in the Project, (v) the proposed assignee or subtenant
is a government entity. The foregoing shall not exclude any other reasonable
basis for Landlord to withhold its consent.

      C. Procedure. Tenant shall notify Landlord of any proposed assignment or
sublease at least thirty (30) days prior to its proposed effective date. The
notice shall include the name and address of the proposed assignee or subtenant,
a signed term sheet, or an execution copy of the proposed assignment or
sublease, and sufficient information to permit Landlord to determine the
financial responsibility and character of the proposed assignee or subtenant. As
a condition to any effective assignment of this Lease, the assignee shall
execute and deliver in form satisfactory to Landlord at least fifteen (15) days
prior to the effective date of the assignment, an assumption of all of the
obligations of Tenant under this Lease. As a condition to any effective
sublease, subtenant shall execute and deliver in form satisfactory to Landlord
at least fifteen (15) days prior to the effective date of the sublease, an
agreement to comply with all of Tenant's obligations under this Lease, and at
Landlord's option, an agreement (except for the economic obligations which
subtenant will undertake directly to Tenant) to attorn to Landlord under the
terms of the sublease in the event this Lease terminates before the sublease
expires.

      D. Change of Management or Ownership. Intentionally omitted.

      E. Excess Payments. If Tenant shall assign this Lease or sublet any part
of the Premises for consideration in excess of the pro-rats portion of Rent
applicable to the space subject to the assignment or sublet, then Tenant shall
pay to Landlord as Additional Rent 50% of any such net excess within thirty (30)
days of receipt (excluding brokerage commissions and all reasonable leasing
costs).

      F. Recapture. Landlord may, by giving written notice to Tenant within
thirty (30) days after receipt of Tenant's notice of assignment or subletting,
terminate this Lease with respect to the space described in Tenant's notice, as
of the effective date of the proposed assignment or sublease and all obligations
under this Lease as to such space shall expire except as to any obligations that
expressly survive any termination of this Lease. (see number 8 of Rider to
Lease)

      18. CONVEYANCE BY LANDLORD. If Landlord shall at any time transfer its
interest in the Project or this Lease, Landlord shall be released of any
obligations occurring after such transfer, except the obligation to return to
Tenant any security deposit not delivered to its transferee, and Tenant shall
look solely to Landlord's successors for performance of such obligations. This
Lease shall not be affected by any such transfer.

      19. ESTOPPEL CERTIFICATE. Each party shall, within ten (10) business days
of receiving a request from the other party, execute, acknowledge in recordable
form, and deliver to the other party or its designee a certificate stating,
subject to a specific statement of any applicable exceptions, that the Lease as
amended to date is in full force and effect, that the Tenant is paying Rent and
other charges on a current basis, and that to the best of the knowledge of the
certifying party, the other party has committed no uncured defaults and has no
offsets or claims. The certifying party may also be required to state the date
of commencement of payment of Rent, the Commencement Date, the Termination Date,
the Base Rent, the current Operating Cost Share Rent and Tax Share Rent
estimates, the status of any improvements required to be completed by Landlord,
the amount of any security deposit, and such other matters as may be reasonably
requested.

      20. SECURITY DEPOSIT. Tenant shall deposit with Landlord on the date of
this Lease, security for the performance of all of its obligations in the amount
set forth on the Schedule. If Tenant defaults after applicable notice and cure
periods expire, under this Lease, Landlord may use any part of the Security
Deposit to make any defaulted payment, to pay for Landlord's cure of any
defaulted obligation, or to compensate Landlord for any loss or damage resulting
from any default. To the extent any portion of the deposit is used, Tenant shall
within five (5) days after demand from Landlord restore the deposit to its full
amount. Landlord may keep the Security Deposit in its general funds and shall
not be required to pay interest to Tenant on the deposit amount. If Tenant shall
perform all of its obligations under this Lease and return the Premises to
Landlord at the end of the Term, Landlord shall return all of the remaining
Security Deposit to Tenant within thirty (30) days after the end of the Term.
The Security Deposit shall not serve as an advance payment of Rent or a measure
of Landlord's damages for any default under this Lease.

      If Landlord transfers its interest in the Project or this Lease, Landlord
may transfer the Security Deposit to its transferee. Upon such transfer,
Landlord shall have no further obligation to return the Security Deposit to
Tenant, and Tenant's right to the return of the Security Deposit shall apply
solely against Landlord's transferee.


                                       10
<PAGE>

      21. FORCE MAJEURE. Either party shall not be in default under this Lease
to the extent that such party is unable to perform any of its obligations
(exclusive of monetary) on account of any strike or labor problem, energy
shortage, governmental pre-emption or prescription, national emergency, or any
other cause of any kind beyond its reasonable control ("Force Majeure").

      22. TENANT'S PERSONAL PROPERTY AND FIXTURES. Intentionally omitted.

      23. NOTICES. All notices, consents, approvals and similar communications
to be given by one party to the other under this Lease, shall be given in
writing, mailed or personally delivered as follows:

      A.    Landlord. To Landlord as follows:

            CDR Federal, L.L.C.
            c/o CDR Realty, L.L.C.
            2424 North Federal Highway, Suite 159
            Boca Raton, Florida 33431
            Attn: Vice President/Director of Operations

or to such other person at such other address as Landlord may designate by
notice to Tenant.

      B.    Tenant. To Tenant as follows:

            Mercator Software, Inc.
            45 Danbury Road
            Wilton, CT 06897
            Attn: Bishop Nowotnik
            with a copy to:
            Mercator Software, Inc.
            45 Danbury Road
            Wilton, CT 06897
            Attn: Gerald Klein

or to such other person at such other address as Tenant may designate by notice
to Landlord.

      Mailed notices shall be sent by United States certified or registered
mail, return receipt requested or by a reputable national overnight courier
service, postage prepaid. Mailed notices shall be deemed to have been given on
the earlier of actual delivery or three (3) business days after posting in the
United States mail in the case of registered or certified mail, and one business
day in the case of overnight courier.

      24. QUIET POSSESSION. So long as Tenant shall perform all of its
obligations under this Lease within any applicable cure period, Tenant shall
enjoy peaceful and quiet possession of the Premises against any party claiming
through the Landlord.

      25. REAL ESTATE BROKER. Tenant and Landlord represent that they have not
dealt with any real estate broker with respect to this Lease except for any
broker(s) listed in the Schedule, and no other broker is in any way entitled to
any broker's fee or other payment in connection with this Lease. Tenant and
Landlord shall indemnify and defend each other against any claims by any other
broker or third party for any payment of any kind in connection with this Lease.

      26. MISCELLANEOUS.

      A. Successors and Assigns. Subject to the limits on Tenant's assignment
contained in Section 17, the provisions of this Lease shall be binding upon and
inure to the benefit of all successors and assigns of Landlord and Tenant.

      B. Date Payments Are Due. Except for payments to be made by Tenant under
this Lease which are due upon demand, or are due in advance (such as Base Rent),
Tenant shall pay to Landlord any amount for which Landlord renders a statement
of account within ten days of Tenant's receipt of Landlord's statement.

      C. Meaning of "Landlord", "Re-Entry, "including" and "Affiliate". The term
"Landlord" means only the owner of the Project and the lessor's interest in this
Lease from time to time. The words "re-entry" and "re-enter" are not restricted
to their technical legal meaning. The words "including" and similar words shall
mean "without limitation." The word "affiliate" shall mean a person or entity
controlling, controlled by or under common control with the applicable entity.
"Control" shall mean the power directly or indirectly, by contract or otherwise,
to direct the management and policies of the applicable entity.

      D. Time of the Essence. Time is of the essence of each provision of this
Lease.

      E. No Option. This document shall not be effective for any purpose until
it has been executed and delivered by both parties; execution and delivery by
one party shall not create any option or other right in the other party.

      F. Severability. The unenforceability of any provision of this Lease shall
not affect any other provision.

      G. Governing Law. This Lease shall be governed in all respects by the laws
of the county in which the Project is located, without regard to the principles
of conflicts of laws.

      H. Lease Modification. Tenant agrees to modify this Lease in any way
requested by a mortgagee which does not cause increased expense to Tenant or
otherwise materially adversely affect Tenant's interests under this Lease.

      I. No Oral Modification. No modification of this Lease shall be effective
unless it is a written modification signed by both parties.

      J. Landlord's Right to Cure. If Landlord breaches any of its obligations
under this Lease, Tenant shall notify Landlord in writing and shall take no
action respecting such breach so long as Landlord promptly begins to cure the
breach and diligently pursues such cure to its completion. (see number 9 of
Rider to Lease)

      K. Captions. The captions used in this Lease shall have no effect on the
construction of this Lease.

      L. Authority. Landlord and Tenant each represents to the other that it has
full power and authority to execute and perform this Lease.

      M. Landlord's Enforcement of Remedies. Landlord may enforce any of its
remedies under this Lease either in its own name or through an agent.

      N. Entire Agreement. This Lease, together with all Appendices, constitutes
the entire agreement between the parties. No representations or agreements of
any kind have been made by either party which are not contained in this Lease.

      0. Landlord's Title. Landlord's title shall always be paramount to the
interest of the Tenant, and nothing in this Lease shall empower Tenant to do
anything which might in any way impair Landlord's title.

      P. Light and Air Rights. Landlord does not grant in this Lease any rights
to light and air in connection with Project. Landlord reserves to itself, the
Land, the Building below the improved floor of each floor of the Premises, the
Building above the ceiling of


                                       11
<PAGE>

each floor of the Premises, the exterior of the Premises and the areas on the
same floor outside the Premises, along with the areas within the Premises
required for the installation and repair of utility lines and other items
required to serve other tenants of the Building.

      Q. Singular and Plural. Wherever appropriate in this Lease, a singular
term shall be construed to mean the plural where necessary, and a plural term
the singular. For example, if at any time two parties shall constitute Landlord
or Tenant, then the relevant term shall refer to both parties together.

      R. No Recording by Tenant. Intentionally omitted.

      S. Exclusivity. Landlord does not grant to Tenant in this Lease any
exclusive right except the right to occupy its Premises.

      T. No Construction Against Drafting Party. The rule of construction that
ambiguities are resolved against the drafting party shall not apply to this
Lease.

      U. Survival. All obligations of Landlord and Tenant under this Lease shall
survive the termination of this Lease.

      V. Rent Not Based on Income. No rent or other payment in respect of the
Premises shall be based in any way upon net income or profits from the Premises.
Tenant may not enter into or permit any sublease or license or other agreement
in connection with the Premises which provides for a rental or other payment
based on net income or profit.

      W. Building-Manager and Service Providers. Landlord may perform any of its
obligations under this Lease through its employees or third parties hired by the
Landlord.

      X. Late Charge and Interest on Late Payments. Without limiting the
provisions of Section 12A, if Tenant fails to pay any installment of Rent or
other charge to be paid by Tenant pursuant to this Lease within ten (10)
business days after the same becomes due and payable, then Tenant shall pay a
late charge equal to the greater of five percent (5%) of the unpaid amount of
such payment or $250. In addition, interest shall be paid by Tenant to Landlord
on any late payments of Rent from the date due until paid at the rate provided
in Section 2D(2). Such late charge and interest shall constitute Additional Rent
due and payable by Tenant to Landlord upon the date of payment of the delinquent
payment referenced above.

      Y. Tenant's Financial Statements. Intentionally omitted.

      27. UNRELATED BUSINESS INCOME. If Landlord is advised by its counsel at
any time that any part of the payments by Tenant to Landlord under this Lease
may be characterized as unrelated business income under the United States
Internal Revenue Code and its regulations, then Tenant shall enter into any
amendment proposed by Landlord to avoid such income, so long as the amendment
does not require Tenant to make more payments or accept fewer services from
Landlord, than this Lease provides.

      28. HAZARDOUS SUBSTANCES. Tenant shall not cause or permit any Hazardous
Substances to be brought upon, produced, stored, used, discharged or disposed of
in or near the Project unless Landlord has consented to such storage or use in
its sole discretion. "Hazardous Substances" include those hazardous substances
described in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any
other applicable federal, state or local law, and the regulations adopted under
these laws. If any lender or governmental agency shall require testing solely as
a result of Tenant's use for Hazardous Substances in the Premises, Tenant shall
pay for such testing. Landlord shall not cause or permit any Hazardous
Substances to be brought upon, produced, stored, used, discharged, or disposed
of in or near the Project.

      29. EXCULPATION. Landlord shall have no personal liability under this
Lease; its liability shall be limited to its interest in the Project, and shall
not extend to any other property or assets of the Landlord. In no event shall
any officer, director, employee, agent, shareholder, partner, member or
beneficiary of Landlord be personally liable for any of Landlord's obligations
hereunder. (see number 10 of Rider to Lease)

      30. RADON GAS. Radon is naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks
to persons who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county
public health unit. This section of the lease has been inserted to comply with
Section 404.056 97 Florida statutes.

      31. RIGHT OF FIRST OFFER. Subject to Subsection B below, and subject to
any expansion or renewal options of any current tenant in the Building (a "Prior
Tenant"), or the right of Landlord to extend the Lease of any current tenant in
the Building, Landlord hereby grants to Tenant a one time right of first offer
for Suite 200 of the Building (the "ROFO Space"), to be exercised in accordance
with Subsection A below.

      A. If the ROFO Space becomes available for lease to anyone other than a
Prior Tenant, Landlord shall so notify Tenant ("Landlord's ROFO Notice").
Landlord's ROFO Notice may be given up to six (6) months in advance of such
availability and shall contain the terms upon which Landlord intends to offer
the ROFO Space for lease to the market. Landlord's ROFO Notice shall provide for
Base Rent at 95% of fair market rent. Tenant shall notify Landlord within ten
(10) days of receipt of Landlord's ROFO Notice whether it desires to lease the
ROFO Space on the terms set forth in Landlord's ROFO Notice. If Tenant does not
notify Landlord within said 10-day period that it will lease the ROFO Space,
Tenant shall be deemed to have refused the ROFO Space. After any refusal, Tenant
shall have no further right of first offer for such ROFO Space and Landlord
shall be free to lease such space to any party for any term and upon any terms
it desires. If Tenant exercises its right of first offer with respect to the
ROFO Space, such space shall be added to the Premises for all purposes of this
lease for the remaining Term of the Lease (but in no event less than five (5)
years) on (a) the terms specified in Landlord's ROFO Notice, and (b) the terms
of this Lease to the extent that they do not conflict with the terms specified
in Landlord's ROFO Notice, except that the terms of Landlord's ROFO Notice shall
not apply during any Renewal Term, and instead, the terms of the Lease applying
to the remainder of the Premises during the Renewal Term shall also apply to the
ROFO Space.

      B. Tenant's right of first offer is subject to the conditions that: (i) on
the date that Tenant delivers its notice exercising its right of first offer,
Tenant is not in default under this Lease after the expiration of any applicable
notice and cure periods, and (ii) Tenant shall not have assigned the Lease, or
sublet any portion of the Premises under a sublease which is in effect at any
time during the period commencing with Tenant's delivery of its notice and
ending on the date the ROFO Space is added to the Premises.

      C. Promptly after Tenant's exercise of its right of first offer, Landlord
shall execute and deliver to Tenant an amendment to the Lease to reflect changes
in the Premises, Base Rent, Tenant's Proportionate Share and any other
appropriate terms changed by the addition of the ROFO Space. Within 5 days
thereafter, Tenant shall execute and return the amendment. (see number 17 of
Rider to Lease)

      32. PRIOR AGREEMENTS. Upon the full execution of this Lease all other
leases, amendments and agreements shall expire as if the Termination Date of
such documents was January 31, 2001. The only remaining obligation by Landlord
towards any prior agreements shall be the Landlord's Contribution ($152,630.00)
for suites 100 and 259.


                                       12
<PAGE>

      Landlord and Tenant have carefully read and reviewed this Lease and each
term and provision contained herein (inclusive of any Rider, Guaranty, and
exhibits attached hereto), and by execution of this Lease, show their informed
and voluntary consent thereto. The parties hereby agree that at the time this
Lease is executed, the terms of this lease are commercially reasonable and
effectuate the intent and purpose of Landlord and Tenant with respect to the
Premises.

      IN WITNESS WHEREOF, the parties hereto have executed this Lease.

/s/ [Illegible]                 LANDLORD: CDR Federal, L.L.C., a Limited
-------------------------                 Liability Corporation
Witness
                                By: /s/ [Illegible]
                                    -------------------------------------
                                Title: VICE PRESIDENT
                                       ----------------------------------
                                Date: January 31, 2001
                                      -----------------------------------

/s/ [Illegible]
-------------------------
Witness


/s/ [Illegible]                 TENANT: Mercator Software, Inc., a Delaware
-------------------------               Corporation
Witness
                                By: /s/ [Illegible]
                                    -------------------------------------
                                Title: SECRETARY
                                       ----------------------------------
                                Date: 1/29/01
                                      -----------------------------------

/s/ [Illegible]
-------------------------
Witness


                                       13
<PAGE>

                                      RIDER

                         To the Lease Agreement between

                               CDR Federal, L.L.C.
                    a Limited Liability Company, as Landlord

                                       and

                            Mercator Software, Inc.,
                        a Delaware Corporation, as Tenant

                       made this 31st day of January, 2001

1.    Operating Costs Exclusions: Notwithstanding the foregoing, Operating Costs
      shall not include:

      (i)   ground or underlying lease rental payments;

      (ii)  costs incurred in the event any portion of the Building is made
            untenantable by fire, earthquake, storm or other casualty or by
            exercise of rights of eminent domain or other cause, or to perform
            repairs or other work occasioned by loss or damage due to fire,
            windstorm, earthquake, earth movement, flooding or other casualty,
            or by exercise of rights of eminent domain or other cause, whether
            or not paid for by insurance or condemnation proceeds;

      (iii) any management fees exceeding four percent (4%) of gross receipts

      (iv)  salaries or other compensation paid to personnel not involved in the
            day-to-day operations or management of the Building, and pension
            plans, fringe benefits, medical insurance, group life and disability
            insurance, general welfare benefits, union contributions, payroll
            taxes and other related Operating Costs in connection with the
            persons identified in this paragraph (iv), and other salaries and
            benefits to the extent otherwise customarily included in or covered
            by a management fee or not paid or charged by landlords in
            connection with the management of comparable buildings;

      (v)   contributions to any organizations, whether political or charitable;

      (vi)  reserves, including reserves for capital items, bad debts, or rental
            losses, or for future Operating Costs;

      (vii) costs of goods and/or services supplied by Landlord or by
            subsidiaries or affiliates of Landlord (including overhead and/or
            profit charged in connection therewith), to the extent that the
            resulting cost of such goods and/or services exceeds the cost of
            similar goods and services in comparable buildings when rendered by
            unaffiliated third parties on a competitive basis;

     (viii) rentals and other related costs incurred in leasing items the cost
            of which would be excluded from Operating Costs, except for
            equipment used for making repairs or keeping permanent systems in
            operation while repairs are being made;

      (ix)  costs, including, without limitation, costs of investigation,
            monitoring, removal or remediation, arising from the presence of
            hazardous substances in or about the building project, including,
            without limitation, in the soil or ground water;

      (x)   capital costs for sculpture, paintings or other art objects;

      (xi)  Landlord's general overhead and general and administrative expenses
            except those costs incurred in the day-to-day management or
            operation of the Building;

      (xii) rent for any office space occupied by building management personnel
            to the extent the size or rental rate of such office space exceeds
            the size or fair market rental value of offices space occupied by
            management personnel of comparable buildings;

     (xiii) costs associated with the operation of the partnership or other
            entity which constitutes Landlord, as distinguished from costs of
            operation of the Building, including accounting and legal costs,
            costs of defending lawsuits with any mortgagee, and costs of
            selling, syndicating, financing, mortgaging or hypothecating any
            ownership interest in Landlord, or any of Landlord's interests in
            the Building;

      (xiv) costs incurred by Landlord in connection with any audit of Operating
            Costs;

      (xv)  travel or entertainment expenses;

      Since one of the purposes of Operating Costs is to allow Landlord to
      require Tenant to pay the actual costs attributable to Tenant's use and
      occupancy of the premises, Landlord agrees that (i) Landlord will not
      collect or be entitled to collect from Tenant with respect to Operating
      Costs, an amount greater than the Tenant's proportionate share of the
      Operating Costs actually paid by Landlord in connection with the operation
      of the Building and (ii) Landlord shall reduce the amount of Operating
      Costs by any refund or discount Landlord receives in connection with any
      costs or expenditures previously included in Operating Costs. To the
      limited extent that a cost is not specifically excluded as a component of
      Operating Costs in the definition of "Operating Costs," whether such
      expense shall be treated as an Expense shall be determined in accordance
      with generally accepted accounting principles, consistently applied.

2.    Abatement.

      A.    "Abatement Event" shall mean any of the following, provided same
            substantially interferes with Tenant's use of the Premises and
            Tenant as a result thereof vacates all, or a portion of the Premises
            because Tenant can no longer use same for its business purposes:

            (i)   any repair, maintenance, alteration or other work by Landlord
                  done or not done in or about the Premises to the extent
                  Landlord is liable;

            (ii)  any default beyond the applicable cure period by Landlord
                  under this Lease;

            (iii) the presence of any hazardous materials in violation of
                  Environmental Laws in or at the Premises not caused by Tenant;


                                       14
<PAGE>

            (iv)  the interruption of any access to the Premises or utility
                  service to the extent such interruption is caused by Landlord,
                  through no fault of Tenant.

      B. If an Abatement Event occurs and continues for three (3) consecutive
      business days, all fixed amount rent, additional rent and any other
      charges due hereunder shall abate from the date the Abatement Event first
      occurred until its cessation. In the event of an Abatement Event that
      renders only part of the Premises unusable, the abatement shall be
      calculated by multiplying the base rent and any additional rent by the
      proportion that the square footage of the portion of the Premises so
      affected bears to the square footage of the entire Premises, provided,
      however, if the interference is to Tenant's use of the Premises and is
      such that the unaffected portion of the Premises, if any, is not
      sufficient to allow Tenant to conduct effectively its business from such
      portion, the said base rent, additional rent and any other charges due
      hereunder shall totally abate until such interference ceases.

3.    Alterations. Such consent for alterations shall not be required by
      Landlord if such improvements (a) are nonstructural in nature, (b) would
      not affect the Building systems outside of the premises, (c) would not
      require Tenant to obtain a building permit, or (d) would not cost in
      excess of $100,000.00 provided that Tenant gives prior written notice to
      Landlord of such work. Notwithstanding anything to the contrary all
      alterations must be done to comply with Construction Rules and Regulations
      (Appendix G).

4.    Compliance with Laws. Landlord to the best of their knowledge represents
      that the Premises is in compliance with all material laws, ordinances,
      rules, regulations, requirements and directives of federal, state and
      municipal government entities. Landlord shall make, at Landlord's expense,
      all structural changes, changes to the roof, foundation, common areas and
      parking areas, and changes to the base building equipment and systems
      serving the Building in compliance with material laws, ordinances, rules,
      regulations, requirements and directives of federal, state and municipal
      government entities.

5.    Interruption. Landlord shall exercise all reasonable efforts to minimize
      inconvenience to Tenant in connection therewith.

6.    Subordination. If Landlord elects not to request such subordination,
      non-disturbance and attornment agreement or fails to obtain such
      subordination, non-disturbance and attornment agreement, then this Lease
      shall not be subject and subordinate to such mortgage or ground lease.

      Landlord agrees that neither the foreclosure of mortgage, or the
      institution of any suit, action, summary or other proceeding against the
      Landlord, or any successor to the Landlord, nor any foreclosure brought by
      any of Landlord's mortgagees to recover possession of the Premises covered
      thereby, shall by operation of law or otherwise result in cancellation or
      termination of this Lease or the obligations of the Tenant hereunder.

7.    Attornment. Upon Tenant's attornment to a successor landlord, this Lease
      shall continue in full force and effect as a direct lease between the
      successor in interest to Landlord ("Successor Landlord") and Tenant upon
      all of the terms, conditions and covenants as are set forth in this Lease.

8.    Transfers. Notwithstanding anything to the contrary in this Lease, Tenant
      may permit any corporation or other business entities into or with which
      Tenant is merged or consolidated or with an entity to which substantially
      all of Tenant's assets are transferred or which, directly or indirectly,
      control, are controlled by, or are under common control with Tenant
      (herein referred to as a Related Entity") to sublet all or part of the
      Premises for any of the purposes permitted to Tenant, or receive an
      assignment of this Lease provided that (i) Tenant shall not be in default
      in the performance of any of its obligations under this Lease beyond the
      expiration of applicable notice and cure periods and (ii) prior to such
      subletting or assignment, Tenant furnishes Landlord with the name of any
      such Related Entity, together with a certification of Tenant, and such
      other proof as Landlord may reasonably request, that such
      subtenant/assignee is a Related Entity of Tenant. For the purposes hereof,
      "control" shall be deemed to mean direct or indirect ownership of not less
      than a majority of all of the voting stock of such corporation or a
      majority of the legal and equitable interest in any other business
      entities, or the power to direct the operation or management of such
      corporation or entity, by contract or otherwise. The transfer of the
      outstanding capital stock of Tenant, or the stock of any entity
      controlling Tenant, through the "over-the-counter market" or through any
      U.S. or foreign recognized stock exchange, shall not be deemed an
      assignment or sublet of this Lease.

9.    Self Help. Tenant shall have the right to make such repairs which are
      required to be made by Landlord under the terms of this Lease on behalf of
      Landlord, and to be reimbursed by Landlord for the reasonable actual cost
      thereof, if Landlord fails to make such repairs pursuant to subsection (a)
      below.

      (a)   Landlord agrees to make repairs as required under the terms of this
            Lease and as follows:

            (i)   If Landlord fails to undertake and commence the repairs
                  required under this Lease, Tenant shall immediately notify
                  Landlord in writing of the required and outstanding repairs.

            (ii)  Landlord shall undertake and commence the required repairs
                  within ten (10) days after receipt of written notice from
                  Tenant and shall make all diligent efforts to complete such
                  repairs in a timely manner.

            (iii) Anything in this Lease to the contrary notwithstanding,
                  Landlord agrees that in the event of an emergency which:

                  (a)   poses the threat of imminent, severe damage to Tenant,
                        Tenant's employees, Tenant's business or Tenant's
                        property; and

                  (b)   necessitates prompt maintenance, repair, or replacement
                        of items which are otherwise required by this Lease to
                        be maintained, repaired, or replaced by Landlord,

                  then Tenant may at its option proceed forthwith to make
                  repairs. Tenant shall notify Landlord as expeditiously as
                  possible of each emergency.

      (b)   If Landlord fails to reimburse Tenant for such repair costs incurred
            by Tenant within ten (10) days after written request from Tenant
            therefore (which request must be supported by paid receipts), Tenant
            may deduct the cost thereof from the rent otherwise payable
            hereunder.


                                       15
<PAGE>

10.   Indemnity. In no event shall any trustee, advisor, beneficiary, director,
      officer or employee (collectively, the "Tenant's Parties"), be liable for
      the performance of Tenant's obligations under this Lease. Landlord shall
      look solely to Tenant to enforce Tenant's obligations hereunder and shall
      not seek any damages against any of the Tenant's parties.

11.   Maintenance and Repair. Landlord covenants to keep in good order, repair
      and condition and make all necessary repairs and replacements to: (i) all
      structural portions of the Building; (ii) all exterior portions of the
      Building; (iii) any part of the Building, if necessitated by Landlord's
      negligence; (iv) to the extend not the obligation of a utility company,
      all utility lines, pipes, ducts, conduits and the like in the building
      which serve the Premises, or inside the Premises if such utility lines,
      pipes, ducts, conduits and the like which run through the Premises and
      service all parts of the Building other than the Premises; and (v) all
      work required to keep the Premises watertight (for example, the roof,
      gutters and downspouts). Tenant covenants to keep in good order, repair
      and condition and make all necessary repairs and replacements to all
      utility lines, pipes, ducts, conduits and the like (to the extent they are
      within the Premises) that specifically service the Premises, and are not
      for the common systems of the Project.

12.   Utility Connections. Tenant shall have the right to connect with any
      telephone, telex and/or any other company's service supplying data
      information over telephone lines without interference from the Landlord.
      Tenant to the extent excess capacity or capabilities exist shall have the
      right to use all electrical and plumbing risers and branch work located in
      the Building for purposes of connecting its systems so long as it does not
      materially impact services to other tenants or services to the common
      areas. Landlord represents to the best of its knowledge that the current
      life/safety system, including, without limitation, the sprinkler system in
      the Premises is in material compliance with law for purposes of an office
      use in the Premise.

13.   Approvals. All approvals or consents required by either party pursuant to
      this Lease shall not be unreasonably withheld, conditioned or delayed.

14.   Satellite Dishes. During the term of this Lease, Tenant, at its sole cost
      and expense, shall have the right to install, maintain, use, repair and
      replace satellite antennas and related equipment and cabling on the roof
      of the Building in a location mutually agreeable to Landlord and Tenant,
      provided however, the location must be one where the satellite antennas
      can transmit and receive without interference. Tenant shall also have the
      right to install, maintain, use, repair and replace cabling for the
      satellite antennas through the chases and shafts of the Building. Upon the
      expiration or earlier termination of this Lease, Tenant shall remove all
      satellite antennas from the roof and repair any punctures to the roof. Any
      work associated with the installation of any satellite dish or antenna
      must also fully comply with all governmental regulations.

15.   Compliance with Environmental Laws. Intentionally omitted.

16.   Signage. If Tenant leases at least 30,000 rentable square feet in the
      Building and is the single largest Tenant in the Building, upon written
      request to Landlord, Tenant, at Tenant's cost, shall have the right to
      install a sign on the building to reflect its corporate identity, provided
      that the design, dimension, construction and location of such signage
      shall be in compliance with all applicable laws, is acceptable to
      Landlord, and does not conflict with any rights previously granted to
      existing tenants. Tenant shall be responsible for paying all utility
      charges associated with such signage. Tenant shall be entitled, at
      Tenant's cost, to proportional signage on any sign monument at the
      Building. Tenant, at Tenant's cost, shall be entitled to install its
      reasonably acceptable custom signage displays at each of its suite
      entrances, subject to Landlord's review and approval.

17.   ROFO Space. If Tenant refuses the ROFO Space, then Landlord may at any
      time thereafter lease such ROFO Space to any other party on such terms as
      Landlord may desire; provided, however, if Landlord desires to lease the
      ROFO Space on materially less favorable economic terms than those
      contained in the ROFO Space Notice previously given for such ROFO Space,
      then Landlord shall reoffer the ROFO Space to Tenant on such materially
      less favorable economic terms. A decrease of 10% in the Base Rent payable
      for such ROFO Space shall be deemed to be a "materially less favorable
      economic term" for purposes of this Section. If Tenant fails to lease the
      ROFO Space after receiving such reoffer, then Landlord may within six (6)
      months, thereafter lease the ROFO Space to any other party on the same
      terms contained in such reoffer. If Landlord fails to lease the ROFO Space
      to another party within such 6-month period, then Tenant shall once again
      have the option to lease the ROFO Space pursuant to this Section.

      If Landlord receives an offer from a third party to lease the ROFO Space
      that Landlord desires to accept at a time when the ROFO Space is not
      listed for lease with a real estate broker or otherwise being offered for
      lease to third parties (an "Unsolicited Offer"), then Landlord shall give
      Tenant written notice of such Unsolicited Offer, prior to accepting the
      same. If Tenant gives Landlord written notice that Tenant agrees to lease
      the ROFO Space on all of the same terms as are contained in the
      Unsolicited Offer within ten (10) days after receiving the Unsolicited
      Offer Notice, then Landlord shall lease the ROFO Space to Tenant on the
      same terms as the Unsolicited Offer. If Tenant fails to lease the ROFO
      Space in accordance with the terms of the Unsolicited Offer and Landlord
      desires to lease the ROFO Space on materially less favorable economic
      terms than those contained in the Unsolicited Offer, then Landlord shall
      reoffer the ROFO Space for lease to Tenant in writing on such materially
      less favorable economic terms and Tenant shall have ten (10) business days
      within which to accept such reoffer. If Tenant fails to lease the ROFO
      Space in accordance with this Section, then Landlord may within six (6)
      months thereafter lease the ROFO Space to any other party on the same
      terms or terms that are not materially less favorable economic terms than
      those contained in such reoffer. If Landlord fails to lease the ROFO Space
      to another party within such 6-month period, then Tenant shall once again
      have the option to lease the ROFO Space pursuant to this Section.


                                       16
<PAGE>

/s/ Ed Steinhardt               LANDLORD: CDR Federal, L.L.C., a Limited
-------------------------                 Liability Corporation
Witness
                                By: /s/ Richard Werber
                                    -------------------------------------
                                Title: VICE PRESIDENT
                                       ----------------------------------
                                Date: January 31, 2001
                                      -----------------------------------
/s/ Sharon Infantino
-------------------------
Witness


/s/ Ellen Bochanis              TENANT: Mercator Software, Inc., a Delaware
-------------------------               Corporation
Witness
                                By: /s/ Gerald E. Klein
                                    -------------------------------------
                                Title: SECRETARY
                                       ----------------------------------
                                Date: January 29, 2001
                                      -----------------------------------
/s/ Bishop Nowotnik
-------------------------
Witness


                                       17
<PAGE>

                                  APPENDIX A

                             PLAN OF THE PREMISES

                             [FLOOR PLAN OMITTED]
<PAGE>

                                  APPENDIX A

                             [FLOOR PLAN OMITTED]
<PAGE>

                                  APPENDIX A

                             [FLOOR PLAN OMITTED]
<PAGE>

                                  APPENDIX A

                             [FLOOR PLAN OMITTED]
<PAGE>

                                  APPENDIX A

                             [FLOOR PLAN OMITTED]
<PAGE>

                                   APPENDIX B

                            RULES AND REGULATIONS

      1. Tenant shall not place anything, or allow anything to be placed near
the glass of any window, door, partition or wall which may, in Landlord's
judgment, appear unsightly from outside of the Project.

      2. The Project directory shall be available to Tenant solely to display
names and their location in the Project, which display shall be as directed by
Landlord.

      3. The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by Tenant or used by Tenant for any purposes
other than for ingress to and egress from the Premises. Tenant shall lend its
full cooperation to keep such areas free from all obstruction and in a clean and
sightly condition and shall move all supplies, furniture and equipment as soon
as received directly to the Premises and move all such items and waste being
taken from the Premises (other than waste customarily removed by employees of
the Building) directly to the shipping platform at or about the time arranged
for removal therefrom. The halls, passages, exits, entrances, elevators,
stairways, balconies and roof 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, reasonably
exercised, shall be prejudicial to the safety, character, reputation and
interests of the Project. Neither Tenant nor any employee or invitee of Tenant
shall go upon the roof of the Project.

      4. The toilet rooms, urinals, wash bowls and other apparatuses shall not
be used for any purposes other than that for which they were constructed, and no
foreign substance of any kind whatsoever shall be thrown therein, and to the
extent caused by Tenant or its employees or invitees, the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by Tenant.

      5. Tenant shall not cause any unnecessary janitorial labor or services by
reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness.

      6. Tenant shall not install or operate any refrigerating, heating or air
conditioning apparatus, or carry on any mechanical business without the prior
written consent of Landlord; use the Premises for housing, lodging or sleeping
purposes; or permit preparation or warming of food in the Premises (warming of
coffee and individual meals with employees and guests excepted). Tenant shall
not occupy or use the Premises or permit the Premises to be occupied or used for
any purpose, act or thing which is in violation of any Governmental Requirement
or which may be dangerous to persons or property.

      7. Tenant shall not bring upon, use or keep in the Premises or the Project
any kerosene, gasoline or inflammable or combustible fluid or material, or any
other articles deemed hazardous to persons or property, or use any method of
heating or air conditioning other than that supplied by Landlord.

      8. Landlord shall have sole power to direct electricians as to where and
how telephone and other wires are to be introduced. No boring or cutting for
wires is to be allowed without the consent of Landlord. The location of
telephones, call boxes and other office equipment affixed to the Premises shall
be subject to the approval of Landlord.

      9. No additional locks shall be placed upon any doors, windows or transoms
in or to the Premises. Tenant shall not change existing locks or the mechanism
thereof. Upon termination of the lease, Tenant shall deliver to Landlord all
keys and passes for offices, rooms, parking lot and toilet rooms which shall
have been furnished Tenant.

      In the event of the loss of keys so furnished, Tenant shall pay Landlord
therefor. Tenant shall not make, or cause to be made, any such keys and shall
order all such keys solely from Landlord and shall pay Landlord for any keys in
addition to the two sets of keys originally furnished by Landlord for each lock.

      10. Tenant shall not install linoleum, tile, carpet or other floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Landlord.

      11. No furniture, packages, supplies, equipment or merchandise will be
received in the Project or carried up or down in the freight elevator, except
between such hours and in such freight elevator as shall be designated by
Landlord. Tenant shall not take or permit to be taken in or out of other
entrances of the Building, or take or permit on other elevators, any item
normally taken in or out through the trucking concourse or service doors or in
or on freight elevators.

      12. Tenant shall cause all doors to the Premises to be closed and securely
locked and shall turn off all utilities, lights and machines before leaving the
Project at the end of the day.

      13. Without the prior written consent of Landlord, Tenant shall not use
the name of the Project or any picture of the Project in connection with, or in
promoting or advertising the business of, Tenant, except Tenant may use the
address of the Project as the address of its business.

      14. Tenant shall cooperate fully with Landlord to assure the most
effective operation of the Premises' or the Project's heating and air
conditioning, and shall refrain from attempting to adjust any controls, other
than room thermostats installed for Tenant's use. Tenant shall keep corridor
doors closed.

      15. Tenant assumes full responsibility for protecting the Premises from
theft, robbery and pilferage, which may arise from a cause other than Landlord's
negligence, which includes keeping doors locked and other means of entry to the
Premises closed and secured.

      16. Peddlers, solicitors and beggars shall be reported to the office of
the Project or as Landlord otherwise requests.

      17. Tenant shall not advertise the business, profession or activities of
Tenant conducted in the Project in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities.

      18. No bicycle or other vehicle and no animals or pets shall be allowed in
the Premises, halls, freight docks, or any other parts of the Building except
that blind persons may be accompanied by "seeing eye" dogs. Tenant shall not
make or permit any noise, vibration
<PAGE>

or odor to emanate from the Premises, or do anything therein tending to create,
or maintain, a nuisance, or do any act tending to injure the reputation of the
Building.

      19. Tenant acknowledges that Building security problems may occur which
may require the employment of extreme security measures in the day-to-day
operation of the Project.

      Accordingly:

            (a) Landlord may, at any time, or from time to time, or for
regularly scheduled time periods, as deemed advisable by Landlord and/or its
agents, in their sole discretion, require that persons entering or leaving the
Project or the Property identify themselves to watchmen or other employees
designated by Landlord, by registration, identification or otherwise.

            (b) Tenant agrees that it and its employees will cooperate fully
with Project employees in the implementation of any and all security procedures.

            (c) Such security measures shall be the sole responsibility of
Landlord, and Tenant shall have no liability for any action taken by Landlord in
connection therewith, it being understood that Landlord is not required to
provide any security procedures and shall have no liability for such security
procedures or the lack thereof.

      20. Tenant shall not do or permit the manufacture, sale, purchase, use or
gift of any fermented, intoxicating or alcoholic beverages without obtaining
written consent of Landlord.

      21. Tenant shall not disturb the quiet enjoyment of any other tenant.

      22. Tenant shall not provide any janitorial services or cleaning without
Landlord's written consent and then only subject to supervision of Landlord and
at Tenant's sole responsibility and by janitor or cleaning contractor or
employees at all times satisfactory to Landlord.

      23. Landlord may retain a pass key to the Premises and be allowed
admittance thereto at all times to enable its representatives to examine the
Premises from time to time and to exhibit the same and Landlord may place and
keep on the windows and doors of the Premises at any time signs advertising the
Premises for Rent.

      24. No equipment, mechanical ventilators, awnings, special shades or other
forms of window covering shall be permitted either inside or outside the windows
of the Premises without the prior written consent of Landlord, and then only at
the expense and risk of Tenant, and they shall be of such shape, color,
material, quality, design and make as may be approved by Landlord.

      25. Tenant shall not during the term of this Lease canvas or solicit other
tenants of the Building for any purpose.

      26. Tenant shall not install or operate any phonograph, musical or sound-
producing instrument or device, radio receiver or transmitter, TV receiver or
transmitter, or similar device in the Building, nor install or operate any
antenna, aerial, wires or other equipment inside or outside the Building, nor
operate any electrical device from which may emanate electrical waves which may
interfere with or impair radio or television broadcasting or reception from or
in the Building or elsewhere, without in each instance the prior written
approval of Landlord. The use thereof, if permitted, shall be subject to control
by Landlord to the end that others shall not be disturbed.

      27. Tenant shall promptly remove all rubbish and waste from the Premises.

      28. Tenant shall not exhibit, sell or offer for sale, Rent or exchange in
the Premises or at the Project any article, thing or service, except those
ordinarily embraced within the use of the Premises specified in Section 6 of
this Lease, without the prior written consent of Landlord.

      29. Tenant shall list all furniture, equipment and similar articles Tenant
desires to remove from the Premises or the Building and deliver a copy of such
list to Landlord and procure a removal permit from the Office of the Building
authorizing Building employees to permit such articles to be removed.

      30. Tenant shall not overload any floors in the Premises or any public
corridors or elevators in the Building.

      31. Tenant shall not do any painting in the Premises, or mark, paint, cut
or drill into, drive nails or screws into, or in any way deface any part of the
Premises or the Building, outside or inside, without the prior written consent
of Landlord.

      32. Whenever Landlord's consent, approval or satisfaction is required
under these Rules, then unless otherwise stated, any such consent, approval or
satisfaction must be obtained in advance.

      33. Tenant and its employees shall cooperate in all fire drills conducted
by Landlord in the Building.

      34. The Landlord reserves the right to rescind, alter, waive, or add to
any rule or regulation at any time prescribed for the Building when, in its
judgement, it deems it necessary, desirable or proper for its best interest and
for the best interest of the Tenants, and no alteration or waiver of any rule or
regulation in favor of one Tenant shall operate as an alteration or waiver in
favor of any other Tenant. The Landlord shall not be responsible to any Tenant
for the non-observance or violation by any other Tenant of any of the rules and
regulations at any time prescribed for the Building. Provided any new rule is
not inconsistent with the terms of the lease except with the consent of the
Tenant
<PAGE>

                                  APPENDIX C

                         TENANT IMPROVEMENT AGREEMENT

      1. INITIAL IMPROVEMENTS. Landlord shall cause to be performed the
improvements (the "Initial Improvements") in the Premises in accordance with
plans and specifications approved by Tenant and Landlord (the "Plans"), which
approvals shall not be unreasonably withheld, The Initial Improvements shall be
performed at the Tenant's cost, subject to the Landlord's Contribution
(hereinafter defined).

      Tenant shall cause the Plans to be prepared, at Tenant's cost, by a
registered professional architect, and mechanical and electrical engineer(s).
Such engineer(s) shall be approved in advance by the Landlord. Tenant shall
furnish the initial draft of the Plans to Landlord for Landlord's review and
approval. Landlord shall within one (1) week after receipt either provide
comments to such Plans or approve the same. Landlord shall be deemed to have
approved such Plans if it does not timely provide comments on such Plans. If
Landlord provides Tenant with comments to the initial draft of the Plans, Tenant
shall provide revised Plans to Landlord incorporating Landlord's comments within
two weeks after receipt of Landlord's comments. Landlord shall within one week
after receipt then either provide comments to such revised Plans or approve such
Plans. Landlord shall be deemed to have approved such revised Plans if Landlord
does not timely provide comments on such Plans. The process described above
shall be repeated, if necessary, until the Plans have been finally approved by
Landlord. Tenant hereby agrees that the Plans for the Initial Improvements shall
comply with all applicable Governmental Requirements. Landlord's approval of any
of the Plans (or any modifications or changes thereto) shall not impose upon
Landlord or its agents or representatives any obligation with respect to the
design of the Initial Improvements or the compliance of such Initial
Improvements or the Plans with applicable Governmental Requirements.

      Landlord, with consultation of Tenant, shall select a contractor to
perform the construction of the Initial Improvements. Landlord shall use
commercially reasonable efforts to cause the Initial Improvements to be
substantially completed, within sixty (60) days upon the issuance of all
necessary permits provided Landlord has full accessibility to the Premises,
except for minor "Punch List" items, which Landlord shall use commercially
reasonable efforts to complete within thirty (30) days. Subject to Tenant Delay
(as defined in Section 4 hereof) and Force Majeure in the event the Initial
Improvements and Punch List items are not completed within such time periods as
indicated above, Tenant shall be entitled to a Rent credit equal to one day for
every day beyond such applicable time period. The Rent credit shall be
calculated based upon the ratio of the square footage of Suites 201 and 205
combined compared to the entire square footage of the Premises.

      Landlord, or an agent of Landlord, shall provide project management
services in connection with the construction of the Initial Improvements and the
Change Orders (hereinafter defined). Such project management services shall be
performed, at Tenant's cost, for a fee of five percent (5%) of all costs related
to the preparation of the Plans and the construction of the Initial Improvements
and the Change Orders.

      2. CHANGE ORDERS. If, prior to the Commencement Date, Tenant shall require
improvements or changes (individually or collectively, "Change Orders" to the
Premises in addition to, revision of, or substitution for the Initial
Improvements, Tenant shall deliver to Landlord for its approval plans and
specifications for such Change Orders. If Landlord does not approve of the plans
for Change Orders, Landlord shall advise Tenant of the revisions required.
Tenant shall revise and redeliver the plans and specifications to Landlord
within five (5) business days of Landlord's advice or Tenant shall be deemed to
have abandoned its request for such Change Orders. Tenant shall pay for all
preparations and revisions of plans and specifications, and the construction of
all Change Orders, subject to Landlord's Contribution.

      3. LANDLORD'S CONTRIBUTION. Landlord shall contribute Tenant Improvements
of up to $9.00 per rentable square foot for Suites 201 and 205 an amount not to
exceed $66,663.00 ("Landlord's Contribution") toward the costs incurred for the
Initial Improvements and Change Orders. Any such amounts not expended for these
suites can be applied towards improvements in any other suites. Landlord has no
obligation to pay for costs of the Initial Improvements or Change Orders in
excess of Landlord's Contribution. If the cost of the Initial Improvements
and/or Change Orders exceeds the Landlord's Contribution, Tenant shall pay such
overage to Landlord prior to commencement of construction of the Initial
Improvements and/or Change Orders.

      4. COMMENCEMENT DATE DELAY. Commencement Date shall be delayed until the
Initial Improvements have been substantially completed (the "Completion Date"),
except to the extent that the delay shall be caused by any one or more of the
following (a "Tenant Delay"):

      (a) Tenant's request for Change Orders whether or not any such Change
Orders are actually performed; or

      (b) Contractor's performance of any Change Orders requested by Tenant that
actually cause a delay; or

      (c) Tenant's request for materials, finishes or installations requiring
unusually long lead times; or

      (d) Tenant's delay in reviewing, revising or approving plans and
specifications beyond the periods set forth herein; or

      (e) Tenant's delay in providing information critical to the normal
progression of the project. Tenant shall provide such information as soon as
reasonably possible, but in no event longer than one week after receipt of such
request for information from the Landlord; or

      (f) Tenant's delay in making payments to Landlord for costs of the Initial
Improvements and/or Change Orders in excess of the Landlord's Contribution; or

      (g) Any other act or omission by Tenant, its agents, contractors or
persons employed by any of such persons that actually cause a delay.

      If the Commencement Date is delayed for any reason, then Landlord shall
cause Landlord's Architect to certify the date on which the Initial Improvements
would have been completed but for such Tenant Delay, or were in fact completed
without any Tenant Delay. Any Tenant Delay will be offset to the extent there is
any other act or omission by Landlord, its agents, contractors or persons
employed by any such persons that actually cause a delay.

      5. ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Landlord at its
discretion may permit Tenant and its agents to enter the Premises prior to the
Commencement Date to prepare the Premises for Tenant's use and occupancy. Any
such permission shall constitute a license only, conditioned upon Tenant's:

      (a) working in harmony with Landlord and Landlord's agents, contractors,
workmen, mechanics and suppliers and with other tenants and occupants of the
Building;

      (b) obtaining in advance Landlord's approval of the contractors proposed
to be used by Tenant and depositing with Landlord in advance of any work (i)
security satisfactory to Landlord for the completion thereof, and (ii) the
contractor's affidavit for the proposed work and the waivers of lien from the
contractor and all subcontractors and suppliers of material; and

      (c) furnishing Landlord with such insurance as Landlord may require
against liabilities which may arise out of such entry.

      Landlord shall have the right to withdraw such license for any reason upon
twenty-four (24) hours' written notice to Tenant. Landlord shall not be liable
in any way for any injury, loss or damage which may occur to any of Tenant's
property or installations in the Premises prior to the Commencement Date. Tenant
shall protect, defend, indemnify and save harmless Landlord from all
liabilities, costs,
<PAGE>

damages, fees and expenses arising out of the activities of Tenant or its
agents, contractors, suppliers or workmen in the Premises or the Building. Any
entry and occupation permitted under this Section shall be governed by Section 5
and all other terms of the Lease.

      6. MISCELLANEOUS. Terms used in this Appendix C shall have the meanings
assigned to them in the Lease except for the term Premises, which shall be
construed to be suites 201 and 205. The terms of this Appendix C are subject to
the terms of the Lease.
<PAGE>

                                   APPENDIX D

                   MORTGAGES CURRENTLY AFFECTING THE PROJECT

                                Non-Applicable.
<PAGE>

                                   APPENDIX E

                         COMMENCEMENT DATE CONFIRMATION

Landlord: CDR Federal, L.L.C., a Limited Liability Corporation

Tenant: Mercator Software Inc.

      This Commencement Date Confirmation is made by Landlord and Tenant
pursuant to that certain Lease dated as of January 31, 2001, (the "Lease") for
certain premises known as Suite 250 in the building commonly known as Peninsula
Plaza (the "Premises'). This Confirmation is made pursuant to Item 9 of the
Schedule to the Lease.

      1. Lease Commencement Date. Termination Date. Landlord and Tenant hereby
agree that the Commencement Date of the Lease is February 1, 2001, and the
Termination Date of the Lease is January 31, 2006.

      2. Acceptance of Premises. Tenant has inspected the Premises and affirms
that the Premises is acceptable in all respects in its current "as is"
condition, subject to Punch List items.

      3. Incorporation. This Confirmation is incorporated into the Lease, and
forms an integral part thereof. This Confirmation shall be construed and
interpreted in accordance with the terms of the Lease for all purposes.

                              TENANT:

                              Mercator Software Inc. a Delaware Corporation

                              By: /s/ Gerald E. Klein
                                 --------------------------------
                              Gerald E. Klein
                              Secretary
<PAGE>

                                   APPENDIX F

                           JANITORIAL SPECIFICATIONS

A.     Tenant Occupied Areas:

1.    Daily
      a)    Empty and wipe clean all ashtrays.
      b)    Empty all waste baskets and reline with approved liner as necessary.
      c)    Remove all waste to designated area.
      d)    Dust all horizontal surfaces including furniture, files, equipment,
            blinds and louvers that can be reached without a ladder. Paper shall
            not be disturbed on desks.
      e)    Clean all glass furniture tops.
      f)    Vacuum all carpets.
      g)    Sweep and damp mop all non-carpeted areas to produce a thoroughly
            clean appearance.
      h)    Damp wipe and clean all counters and tops of appliances in kitchen
            areas. Dust thoroughly.
      i)    Thoroughly clean and polish all water coolers and fountains.
      j)    Windows shall remain closed and locked.
      k)    Venetian blinds shall remain in the position found or adjusted as
            requested.
      l)    Spot clean all carpeting, report areas cleaned to Owner/Management.
      m)    Damp wipe all telephones including dials and crevices.

2.    Weekly
      a)    Detail vacuum all carpets, including under moveable furniture, with
            particular attention to edges.
      b)    Clean all window frames, sills, chair rails, convector tops, picture
            frames, or frames of wall hangings.
      c)    Vacuum all upholstered furniture and wipe legs to remove dust.
      d)    High dust.
      e)    Clean all baseboards.

3.    As Necessary - Minimum Monthly
      a)    Clean doors, door frames, walls, mill work, file cabinets, name
            plates, and switch plates to remove fingerprints, spills, and other
            markings.
      b)    Clean all interior partition glass windows and entrance doors.
      c)    Clean all metal trim work.
      d)    Maintain all composition hard surface floors to ensure a scuff-free
            high gloss, clean appearance.
      e)    Thoroughly dust all window blinds monthly.
      f)    Clean all lighting and ventilation fixtures monthly.

4.    Other
      a)    Remove all recyclable materials to designated areas as specified by
            Owner/Management.
      b)    Lights shall be turned off and doors locked unless specifically
            designated otherwise.
      c)    Wash waste receptacles as designated by Owner/Management.
      d)    Clean inside of closets, including shelving upon request of
            Owner/Management.
      e)    Perform work designated by Owner/Management to ensure standard
            desired.
<PAGE>

                                   APPENDIX G

                                 PENINSULA PLAZA
                       CONSTRUCTION RULES AND REGULATIONS

THIS DOCUMENT MUST BE EXECUTED PRIOR TO THE COMMENCEMENT OF ANY CONSTRUCTION.

I. CONSTRUCTION PROCESS

      A. All building permit applications and related construction documents
      must be reviewed and approved in writing by Building Management prior to
      commencement of work, without exception.

      B. Building Management reserves the right to restrict subcontractor
      selection for any trade performing work in the building. A
      pre-qualification statement must be submitted to Building Management for
      subcontractors who have not performed at Peninsula Plaza within the last
      two (2) years or on jobs of comparable size and dollar value.

      C. The contractor shall complete work without disruption from labor
      disputes and in harmony with other trades and union affiliations.

      D. Record of As-built drawings and Certificate of Occupancy must be
      submitted within 30 days of the completion of the project.

      E. THESE RULES MUST BE POSTED ON JOB SITE.

II. CONSTRUCTION RULES AND REGULATIONS

Normal business hours are Monday - Friday 8:00 am to 6:00 pm and Saturday 8:00
am to 1:00 pm.

1. The following work must be done at times other than normal business hours
(Unless prior written authorization is received from Building Management).

      a. Demolition

      b. Drilling / Coring for electrical/telephone floor outlets (allowed until
      8:00 am).

      c. Oil-based or any odor creating painting (Latex paint work allowed).

      d. Shooting of studs into deck for mechanical fastening devices (allowed
      until 8:00 am).

      e. Drilling into deck for mechanical fastening devices (allowed until 8:00
      am).

      f. Repairs for any damage resulting from coring and/or drilling into deck
      shall be the sole responsibility of contractor. Should damage occur to
      Fire/Life Safety system, ATECH will assess extent of damages and perform
      the required repairs.

      g. Testing of life safety system and sprinkler tie-ins.

2. Dollies and carts should be fitted with rubber wheels and are not permitted
in Main Lobby at any time.

3. Dragging of ladders, dropping of material is to be avoided when possible.

4. The contractor must submit a written request to the Building Management
office in order to schedule the services listed below. One week advance notice
is required for approval. Emergency service may be provided with 24 hours
notice.

      a. Freight elevator usage if use exceeds 1/2 hour.

      b. Sprinkler/life safety shutdown.

      c. HVAC shutdown (After Hours Only).

      d. Access to site after normal business hours.

      e. Major deliveries.

      f. Trash removal operation.

      g. Security detail.

      h. Any work/activity not noted above or performed during non-business
      hours.

5. Trade persons are not allowed on passenger elevators or in LOBBY. The freight
elevator must be used at all times to access or egress the work area.
Construction workers should not use the emergency stairwells to access other
floors unless an emergency situation arises.
<PAGE>

6. Demolition

      a. Contractor must use hard plastic hampers to transport demolition debris
      from work floor to dumpster.

      b. Freight elevator(s) must be kept clean.

      c. Hampers must be covered when transporting debris.

      d. Hampers cannot be left unattended. They must be emptied in the
      contractors construction debris dumpster and returned to the construction
      area or removed from the project site. No storage or staging of demolition
      is permitted on the property. All demolition must be transported directly
      from the work area to the dumpster.

7. Identification Badges and Contact List

      a. Trade persons must enter the building through the freight elevator and
      check in with building security and must have appropriate identification
      at all times. Building Management reserves the right to ask any trade
      person without proper identification to leave the property at any time.

      b. General Contractor shall provide a comprehensive list of all
      subcontractors involved with the project including project managers name,
      phone numbers for home, office, cellular phone and beeper prior to the
      commencement of any work (VERY IMPORTANT).
<PAGE>

8. Deliveries

      a. Absolutely no deliveries will be allowed through the main lobby.
      Deliveries must be schedules in advance with Building Security to
      coordinate the use of the delivery entrances and the freight elevator(s).

      b. The delivery of sheet rock and other like material must be scheduled
      during non-business hours unless approved by building security and
      management (See Freight Elevator Operation, Section 11). All deliveries of
      "bulky" material or materials in large quantities must be taken directly
      to work area or stages in an area of parking garage for delivery to work
      area after normal business hours.

9. Cleaning and Rubbish Removal

      a. The contractor is responsible for leaving freight elevators and related
      work areas "broom clean", on a daily basis. The contractor will incur
      costs for clean-up if areas are left dirty, including servicing of freight
      elevators(s) for demolition debris not transported properly. Rubbish
      cannot be stored in the work area and must be disposed of on a regular
      basis.

      b. Combustible rubbish shall not be mixed with other materials, nor stored
      in the building.

      c. Painters and drywall contractors must provide their own cleaning
      supplies AND ARE NOT PERMITTED TO USE RESTROOMS OR JANITORS CLOSETS FOR
      CLEANING OF TOOLS.

10. Life Safety

      a. The contractor must submit material safety data sheets for hazardous
      and/or combustible materials used on projects. Substances subject to
      spontaneous heating or igniting must be stored in approved containers or
      removed from project site on a nightly basis.

      b. Under no circumstances will smoking be allowed when working with/or
      near flammable substances, e.g., paint, varnish, stain, etc. SMOKING IS
      NOT PERMITTED ON THE JOB SITE OR IN THE MAIN LOBBY. ANY CONTRACTOR FOUND
      SMOKING WILL BE REMOVED FROM THE JOB. NO EXCEPTIONS.

      c. Prior to work commencing in a construction area, it is the
      responsibility of the contractor to insure that fire extinguishers and
      first aid kits are easily accessible to all workers.

      d. The contractor must obtain approval from the Chief Engineer to perform
      welding work. A minimum of one week's notice must be given to the Chief
      Engineer for fire alarm shutdown. The contractor will be responsible for
      providing their own fire watch personnel during the shutdown.

      e. The contractor must use smoke detector covers for construction work
      that may create dust, smoke, fumes, etc. These must be removed on a daily
      basis after the work causing possible false alarms is completed.

FINAL FIRE INSPECTIONS AND TESTING OF LIFE SAFETY EQUIPMENT MUST BE SCHEDULED
BEFORE 6:30 AM AND APPROVED AND COORDINATED WITH BUILDING SECURITY.

CONTRACTOR IS RESPONSIBLE FOR NOTIFYING THE CITY OF BOCA RATON FIRE DEPARTMENT
OF WHEN THE TEST IS SCHEDULES AND TO SEND WRITTEN AUTHORIZATION FOR OVERTIME
INVOLVED WITH FINAL FIRE TEST.

11.   Deliveries and Freight Elevator Operation

      a. The following guidelines have been established to facilitate the
      operation of the freight elevator.

            i. Normal Freight Elevator Hours of Operation Monday through Friday
            - 8:00 am to 6:00 pm.

            ii. During the above hours, deliveries of furniture, equipment and
            construction materials which will occupy the elevator so as to
            preclude others from using it for longer than 1/2 hour is not
            allowed.

            iii. Deliveries of sheet rock or like materials that may break up or
            cause debris to be tracked into the building will not be allowed
            during normal freight elevator operation. (Your must make
            arrangements for exclusive use of an elevator for these purposes).
            Contractor is responsible for cleaning freight elevator and related
            elevator lobby areas after deliveries. If clean-up is not performed
            management will charge contractor for the cost of this.

            iv. All incidental deliveries, or minor moves between floors, of
            furniture of other equipment, may be scheduled during the above
            hours of operation on a first-come, first-served basis.

      b. Trash Removal Operation Monday through Friday - 6:00 pm to 10:00 pm.

            i. During the hours of 6:00 pm through 10:00 pm, the use of the
            fright elevator is restricted for use by the building janitorial
            contractor in order to transport their tools and equipment.

            ii. Hours Available for Exclusive Use of Freight Elevators(s)
<PAGE>

            Monday through Friday 10:00 pm - 7:00 am
            Saturday and Sunday   All Day

            iii. During the above hours of operation, the freight elevators may
            be reserved for the exclusive use of a tenant or contractor.
            Reservations must be made a minimum of twenty-four (24) hours in
            advance, but not for more than two weeks, prior to service request
            date.

I acknowledge that I have read and understand the preceding construction rules
and regulations and shall perform all work in accordance with said rules and
regulations. If further understand that the above rules and regulations are
subject to change by Building Management without notice.

CONTRACTOR (PRINT NAME):       ____________________________

SIGNATURE:                     ____________________________

TITLE:                         ______________________________