<PAGE>   1
                                                                    EXHIBIT 10.3


                             OFFICE LEASE AGREEMENT


THIS LEASE AGREEMENT made this 10th day of October, 1996, between INTERVEST-
SOUTHERN OAKS LIMITED PARTNERSHIP, herein called "Lessor", and MULTIMEDIA
GAMES, INC., herein called "Lessee".

                                   WITNESSETH

IN CONSIDERATION of the covenants and agreements hereinafter set forth, the
parties hereto agree as follows:

1.     Leased Premises.  Lessor hereby leases and lets unto Lessee space in the
office center known as SOUTHERN OAKS OFFICE BUILDING herein called the "Leased
Premises", being the space designated as SUITE #210, #204 and #302, shown on
Exhibit "A" attached hereto, and being approximately 9,441 square feet.

2.     Term.  The term of this Lease shall be for a period of five (5) years
and five (5) months beginning on the commencement date, as hereinafter defined,
except that if the commencement date, shall be a day other than the first day
of a month, then the period of time between the commencement date the first day
of the month next following shall be added to the term of the Lease.  the term
of this Lease shall not be extended except by written instrument signed by both
parties and in the event Lessee does not surrender possession of the premises
at the end of the term it shall be from month to month, and such monthly
tenancy shall be subject to the covenants, conditions, rules and regulations
herein contained and shall be for and upon a rental equal to 150 percent of the
rental as herein reserved for the last month of the term hereof, and such
tenancy may be terminated by thirty (30) days written notice given by either
party to the other of his or its intention so to do, but nothing in this
paragraph shall be construed as a consent by the Lessor to the occupancy of
said Premises after the end of the term hereof.

3.     Commencement Date.  The commencement date of this Lease shall be the
first day of October, 1996, or such earlier date as Lessor may, with the
agreement of Lessee, deliver the Leased Premises to Lessee ready for Lessee's
occupancy.

4.     Rentals.  As rental for the use and possession of the Lease Premises
during the term hereof, Lessee agrees to pay the Lessor, as such place or
places as Landlord shall designate from time to time in writing, and without
set-off, abatement, deduction, or counterclaim, the sum





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<PAGE>   2
of Ninety-Four Thousand Four Hundred Ten and no/100 Dollars ($94,410.00) per
year payable in monthly installments of Seven Thousand Eight Hundred Sixty-
Seven and 50/100 Dollars ($7,867.50) on or before the first calendar month
following the commencement date of this Lease (unless the commencement date is
the first day of a calendar month, in which event the rent shall commence on
that date), and continuing in the same amount on the first day of each and
every calendar month thereafter during the term of this Lease.  In the event
the commencement date is a day other than the first day of the calendar month,
Lessee agrees to pay upon signing of this Lease a prorated portion of a month's
rental representing the period of time between the commencement date and the
first day of the next calendar month.

Lessor acknowledges receipt, upon the execution of this Lease by Lessee, of the
sum of $-0- representing a prepayment of the first full or partial month's
rental for the Leased Premises.

No rent shall be due until March 1, 1997.

5.     Security Deposit.  Lessee shall deposit with Lessor the sum of Two
Thousand Four Hundred Thirty-Three and 33/100 Dollars ($2,433.33), receipt of
which is hereby acknowledged, as security for the full performance of each and
all of the provisions of this Lease.  If Lessee defaults in any particular
provision, Lessor may use, apply or retain without prejudice to any other
remedy, the whole or any part of the security (1) to the extent of any sum due
to Lessor, or (2) to make any required payment on Lessee's behalf, or (3) to
compensate Lessor for any expense or damage caused by Lessee's default.  On
Lessor's demand, Lessee shall promptly pay to Lessor a sum equivalent to the
amount by which the security deposit was so depleted.  Lessee shall pay the
deposit directly to Lessor in trust.  Lessor shall have the authority to use or
apply the deposit only on the default and for the purposes, described above as
the purpose of the security deposit.  On termination of this Lease, provided
Lessee is not then in default, Lessor shall return to Lessee all the security
deposit then in Lessor's possession.  If Lessor transfers its interest in the
premises during the term hereof, Lessor shall assign the security deposit to
the transferred and thereafter shall have no further liability for the return
of said deposit.

6.     Late Charge.  Lessee agrees to pay a "late charge" equal to ten percent
(10%) of the monthly rent installment as herein provided when any installment
of rent is paid more than ten (10) days after the due date thereof.  Landlord
shall provide Tenant written notice of when rent is due.  It is hereby
understood that this charge is for extra expenses incurred by the Lessor and
shall not be considered interest.  It is further agreed that this provision
does not grant Lessee an unconditional right to cure any default on his part to
pay rent as provided in paragraph 4, nor does it limit Lessor's rights denoted
in paragraph 18, infra.





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7.     Use and Assignment.  Lessee shall use and occupy the premises for
general office only and no other purpose and shall not assign this Lease or
sublet the Leased Premises or any part thereof without the written consent of
the Lessor, which consent shall not be unreasonably withheld.  Lessee shall
neither permit on the Leased Premises any act, sale nor storage that may be
prohibited under standard forms of fire insurance policies, nor use the Leased
Premisses for any such purpose.  In addition, no use shall be made or permitted
to be made that shall result in (a) waste on the premises, (b) a public or
private nuisance that may disturb the quiet enjoyment of other tenants in the
Building, (c) improper, unlawful or objectionable use, including sale or
storage of materials generating an odor on the premises, or (d) noises or
vibrations that may disturb other tenants.  Lessee shall comply with all
governmental regulations and statutes affecting the Leased Premises either now
or in the future.

8.     Utilities, Maintenance, Etc.        Lessor shall furnish for ordinary
office occupancy heating, air conditioning, utilities, general maintenance,
janitorial service except on Saturdays, Sundays, and Holidays, free parking and
shall provide a lobby directory in the Building.  Lessee agrees that Lessor
shall not be liable for failure to supply any such heating, air conditioning,
utilities, general maintenance, janitor service or parking; however, Lessor
agrees to use his best efforts to supply or resume the supply of such services.

9.     Parking Area.  In common with others, the Lessee is hereby granted the
right of non-exclusive use of the parking area provided by Lessor; however, the
Lessor reserves the right to promulgate rules and regulations with respect to
the use of the parking area by the Lessee, his employees, and his customers.

10.    Alterations.  Lessee shall make no alterations in or additions or
improvements to said Leased Premises without first obtaining the written
consent of Lessor, which shall not be unreasonably withheld or delayed, and all
additions and improvements made by Lessee (except only movable office furniture
and fixtures) shall become the property of Lessor on the termination of the
occupancy of the premises, or at Lessor's option, removed at Lessee's expense.
Lessee, at Lessee's sole cost and expense may provide improvements as shown on
Exhibit "A".

11.    Lessee's Property.  All equipment and trade fixtures installed in or on
the Building by Lessee shall remain the property of Lessee and may be removed
by Lessee upon termination of the Lease or the occupancy of the premises, with
the exception of any additions or improvements to said Leased Premises as
stated in the above Article 10.





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12.    Rules and Regulations.  Lessee and Lessee's agents, employees, and
invitees, will comply fully with all requirements of the rules of the building
which are attached hereto and made a part hereof as though fully set out
herein.  Lessor shall at all times have the right to change such rules and
regulations or to amend them in such reasonable manner as may be deemed
advisable for safety, care, and cleanliness of the Building and for
preservation of good order therein, forwarded to Lessee in writing and shall be
carried out and observed by Lessee.  Lessee shall further be responsible for
the compliance with such rules and regulations by the employees, servants,
agents, visitors, and invitees of Lessee.

13.    Indemnity by Lessee.  Lessee shall at all times protect, save harmless
and indemnify Lessor against all causes of action, claims, demands, suits,
judgments, and liability of every kind and character which may arise, be
imposed or incurred as a consequence of or arising out of any act, default,
negligence or omission, willful or otherwise, on the part of the Lessee, its
agents or employees, or arising out of the conduct by Lessee of its business
upon the Leased Premises.

14.    Liability to Lessee.  Lessor will carry no insurance on the property of
Lessee and Lessor shall incur no liability to Lessee, its employees or invitees
for damages caused by or resulting from fire, explosion, windstorm, tornado,
earthquake, leakage of water, gases, steam, rain, snow, falling plaster, glass
breakage, theft, burglary, robbery, vandalism, riot or any other casualty or
other risks incident to the extended coverage applicable under standard fir
insurance contracts, and from the acts or omission of other tenants, their
employees or invitees or trespassers.

15.    Damage, Destruction or Condemnation.  If the Building is destroyed by
casualty or damaged to such an extent that it cannot be repaired or in the
opinion of Lessor it cannot economically be repaired, this Lease shall
terminate and rent shall be adjusted as of the date of such destruction or
damage.  If the Leased Premises are damaged from casualty and can be repaired
except as provided in the preceding sentence, Lessor shall, with reasonable
diligence, with allowance for repair the same.  If during the period of repair
or any part thereof the premises cannot be used, rent shall abate for such part
of the period.  If the Leased Premises can be partially used during said
period, there shall be an equitable abatement of a portion of rent.  Repairs
may be made during business hours and there shall be no abatement of rent by
reason of inconvenience.  Lessor shall use its best efforts not to interfere
with Lessee's use of the Premises.  If the Leased Premises are condemned, the
Lease at Lessor's option shall terminate and rent shall be adjusted as of the
date Lessee surrenders the Leased Premises.  All compensation in condemnation
shall be the property of Lessor.  Damage to the premises resulting from the
negligence of Lessee or its employees or invitees shall be repaired





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at the expense of Lessee.  Lessor shall use its best efforts not to interfere
with Lessee's use of the Premises.

16.    Possession on Termination.  At the expiration of this Lease, or sooner
termination thereof, the Lessee shall give possession of the Leased Premises to
the Lessor and in as good a condition as when Lessee commenced possession,
usual wear and tear excepted.

17.    Quiet and Peaceful Enjoyment.  Lessee shall have quiet and peaceful
possession of the Leased Premises during the term hereof as against all parties
claiming adverse thereto by or under Lessor.  See Rider #2, paragraph 3.

18.    Breach, Default, and Remedies.  The covenants and agreements herein
shall be conditions as well as covenants and breach of any of the, or the
failure to pay rent when due, or the abandonment of the Leased Premises, or the
making of an assignment for the benefit of creditors by Lessee, or the
appointment of a received for Lessee, or the filing of a petition by Lessee, or
the filing of a petition by Lessee for reorganization, or relief of debtors, or
a voluntary petition in bankruptcy, or adjudication of bankruptcy of Lessee,
shall constitute a default on the part of Lessee.  Upon default by Lessee, the
Lessor shall, at its option, have the following remedies:  (a) terminate the
Lease and take posse of the Leased Premises; (b) terminate the Lease and
recover damages in an amount equal to the unpaid future rent or in any greater
amount permitted by law; (c) terminate Lessee's right to posse without
terminating the Lease or obligation to pay rent, whereupon Lessee's right to
possession without terminating the Lease or obligation to pay rent, whereupon
Lessee shall pay Lessor all unpaid rent for the entire term of the Lease and
Lessor shall endeavor to Lease the Leased Premises for the account of Lessee,
and any reasonable expense of remodeling or repair shall be a charge against
the rent received on reletting; (d) any remedy permitted by Federal or State
Law and the remedies granted to Lessor shall be cumulative, and exhaustion of
one shall not preclude Lessor resorting to others.  Should Lessor elect to
immediately terminate the Lease, written notice of that termination may be
given by Lessor pursuant to Paragraph 21, infra.  In each and every instance of
default, and while the same continues, Lessor may re-enter said Leased Premises
in accordance with appropriate law using all necessary  force, and Lessee's
right to enter said Leased Premises shall be suspended, and in order to
effectuate such re-entry and suspension, Lessor may change locks on the doors
of said Leased Premises and exclude Lessee from said Building until any and all
defaults are cured by Lessee.  Such re-entry and suspension, and the changing
of locks, shall not operate as an eviction or cancellation of this Lease.  The
waiver by Lessor of any default shall not be a waiver or consent to the
continuation of such default or to a subsequent default in accordance with
appropriate law.





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19.    Attorney's Fees.  If either party brings any action or proceeding to
enforce, protect, or establish any right or remedy, the prevailing party shall
be entitled to recover reasonable attorney's fees.  Arbitration is an action or
proceeding for the purpose of this provision.  For the purposes hereof, Lessor
shall be deemed to have prevailed in any unlawful detainer if the action is
dismissed by reason of Lessee's curing of the default upon which such action
was based.  Lessee shall reimburse Lessor any and all costs incurred by Lessor
in collecting any delinquent payments due from Lessee hereunder whether action
is instituted therefore or not.

20.    Delivery of Possession.  If Lessee shall be unable to enter into and
occupy the Leased Premises hereby Leased at the time above provided by reason
of said premises not being ready for occupancy, or by reason of a holding over
of any previous occupants of said premises, or as a result of any cause or
reason beyond the direct control of Lessor, Lessor shall not be liable in
damages to Lessee therefore; but during the period Lessee shall be unable to
occupy said premises as hereinbefore provided the rental therefore shall be
abated and Lessor is to be a sole judge as to when the premises are ready for
occupancy.  If permission be given by Lessor to Lessee to enter into possession
of the Leased Premises or to occupy comparable premises in the Building other
than the Leased Premises prior to the date herein fixed for the commencement of
the term, and such permission be accepted by Lessee, such occupancy by Lessee
shall be deemed to be that of a tenant under all of the terms, covenants and
conditions of this Lease, except that Lessee shall pay a pro rata rent on a
daily basis for each day of occupancy at a rate equal to the rent specified in
Paragraph 4 unless otherwise agreed in writing.

21.    Notice.  The legal relationship between Lessor and Lessee shall be that
of Landlord and  Tenant.  Any notice authorized or required may be given Lessor
by delivery of same to Lessor at such place as shall be designated for the
payment of rent hereunder, and any notice to Lessee, including the termination
delivery of the same to Lessee, one of its officers, or employees found at the
Leased Premises, or, if the Lessee, its officers or employees are not located
at the Premises, by posting of the notice in a conspicuous place on the Leased
Premises.

22.    Ground Leases and Mortgages.  This Lease is subject and subordinate to
all ground Leases and to all present mortgages affecting the real estate on
which the Building is located and the Building of which the Leased Premises are
a part, and to any ground Leases, mortgage, or mortgages which may hereafter be
executed affecting the same.

23.    Inspection.  Lessor, or its officers, agents and representatives, shall
have the right upon reasonable prior notice to Lessee to enter into and upon
any and all parts of the Leased





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Premises, (a) at all reasonable hours to inspect same or clean or make repairs
or alterations or additions as Lessor may deem necessary, or (b) during
business hours to show the Leased Premises to prospective tenants, (during the
last six (6) months of the Lease Term) purchasers or lenders; and Lessee shall
not be entitled to any abatement or reduction of rent by reason thereof.

24.    Estoppel Certificate.  Lessee agrees throughout the term of this Lease
or any extension thereof that upon request by the Lessor or a mortgagee of
Lessor or a prospective purchase of the Building to sign and deliver a
certificate stating in substance (if such be the case); (a) There is no
modification of the terms of this Lease (unless there is such a modification,
in which event a copy thereof shall be furnished by Tenant or stated in
certificate), and that said Lease is in full force and effect; (b) Lessee has
asserted no defenses or offsets as of the date of the certificate; and (c)
Lessee has no knowledge of any default by the Lessor which has not been cured.

After such certificate has been given by Lessee, Lessee will be estopped from
asserting any claim or defense known by its prior to the date of the
certificate contrary to said certificate as against the person, firm, or
corporation to whom such certificate is addressed.  Lessor shall have the right
to transfer and assign in whole or in part, any of its rights under this Lease,
and in the building and property referred to herein; and to the extent that
such assignee assumes Lessor's obligations hereunder, Lessor shall by virtue of
such assignments be reLeased from such obligations.

25.    Representation and Warranties.  Lessee acknowledges and agrees that it
has not relied upon any statement, representations, agreement or warranties
except such as are expressed herein, and that no amendment or modification of
this Lease shall be valid or binding unless expressed in writing and executed
by the parties hereto in the same manner as the execution of this Lease.

26.    Joint and Several Obligations.  If Lessee consists of more than one
person, the obligations of all such persons are joint and several.

27.    Captions.  The captions appearing in this Lease are for convenience and
reference and shall in no way define, limit or describe the scope or intent of
this Lease nor in any way affect this Lease.





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28.    Binding Effect.  The covenants and agreements of this Lease shall extend
to and be binding upon the heirs, executors, administrators, successors, and
assigns of the parties hereto where the context hereof requires or admits.

29.    Governing Law.  This Lease shall be subject to and governed by the laws
of the State of Oklahoma.

30.    Riders.  Riders 1 and 2 hereto attached are a part of this Lease.

31.    Additional Comments.


32.    Door Signage and Roster.  Lessee's door signage and directory strip
shall read as follows:

                       Multimedia Games, Inc., Suite #210

33.    Insurance.  Lessor will carry no insurance on the property of Lessee and
Lessor shall incur no liability to Lessee, its employees or invitees for
damages caused by or resulting from fire, explosion, windstorm, tornado,
earthquake, leakage of water, gases, steam, rain, snow, falling plaster, glass
breakage, theft, burglary, robbery, vandalism, riot or any other casualty or
other risks incident to the extended coverage applicable under standard fire
insurance contracts, and from the acts or omission of other tenants, their
employees or invitees, or trespassers.

At all times during the term of this Lease, Lessee shall, at its sole expense,
maintain comprehensive public liability insurance against claims for personal
injury, wrongful death and property damages occurring upon, in or about the
Leased Premises, affording insurance protection to limits of not less than the
following:  $100,000.00 for personal injury, bodily injury and wrongful death
to each person; $500,000.00 for personal injury, bodily injury and wrongful
death for each occurrence; and $100,000.00 for property damage for each
occurrence.  Lessor shall be named as an additional insured on each such policy
with the same limits of coverage and shall be furnished with a certificate of
each thereof, any additional premium therefor to be paid by Lessee.  Each such
policy of insurance shall, to the extent obtainable at no extra premium,
provide that any claim shall be payable notwithstanding any act, whether of
commission or omission, negligent or otherwise, of Lessor, of Lessee, of any
other tenant in the building or of any agent, employee, representative, visitor
or guest of any of them, which





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act might otherwise result in the forfeiture of the insurance afforded by such
policy.  In addition, each such policy shall provide an agreement by the
insurer that the policy will not be canceled or modified to reduce coverage as
to risk, amount or named insured without at least fifteen (15) days' prior
written notice to both Lessor and Lessee.

34.    Options to Renew.  If Tenant has complied with the terms and conditions
of this Lease then Tenant shall have the option to renew this Lease at a Base
Rate determined to be the market rate at the termination of this Lease.  Tenant
shall notify Landlord, in writing, ninety (90) days prior to the termination of
this Lease of it's intentions to renew or surrender the demised premises.
Should Tenant desire to surrender the demised premises at the termination of
this Lease, then Lessor shall have the right to show and place on the market
the demised premises, but shall in no way interface with Tenant's business or
rights of Quiet Enjoyment.

IN WITNESS WHEREOF, the parties hereto have set their hands and delivered this
Lease on the day and year above written.





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<PAGE>   10
                                      LESSOR:
                                      INTERVEST-SOUTHERN OAKS, LTD. PTSHP.


                                                                                
                                      ------------------------------------------
                                      Dale Williams, President

                                      Tulsa Capital Corporation
                                      As General Partner


                                      LESSEE:
                                      MULTIMEDIA GAMES, INC.


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






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<PAGE>   11
                         BUILDING RULES AND REGULATIONS


1.     Lessee shall not alter any lock or install a new or additional lock or
bolt on any door of the Leased Premises without the prior written consent of
Lessor, which consent shall not be unreasonably withheld.

2.     Lessee will refer all contractors, contractor's representatives and
installation technicians, rendering any service to Lessee to Lessor for
Lessor's supervision, approval, and control before performance of any
contractual service.  This provision shall apply to all work performed in the
Building including installation of telephones, telegraph equipment, electrical
devises and attachments, and installments of any nature affecting floors,
walls, woodwork, trim, windows, ceilings, equipment or any other physical
portion of the Building.  Lessor hereby approved Crestline Construction and
Carpet Supply to construct improvements as needed by Lessee.

3.     Movement in or out of the Building of furniture, office equipment or
dispatch or receipt of Lessee of any merchandise or materials which requires
use of elevators or stairways, or movement through Building entrances or lobby
movement shall be under supervision of Lessee and in the manner agreed between
Lessee and Lessor by prearrangement before arrangement.  Such prearrangement
initiated by Lessee will include determination by Lessor and subject to his
decision and control, of the time, method, and routing of movement, and
limitations imposed by safety or other concerns which may prohibit any article,
equipment, or any other firm from being brought into the Building.  Lessee is
to assume all risk as to damage to articles moved and injury to persons or
public engaged or not engaged in such movement, including equipment, property,
and personnel of Lessor if damaged or injured as a result of acts in connection
with carrying out this service for Lessee from time of entering the tract of
which the Building stands to completion of work; and Lessor shall not be liable
for acts of any person engaged in, or any damage or loss to any of said
property or persons resulting from any act in connection with such service
performed for Lessee.

4.     No signs will be allowed in any form on exterior of Building or windows
inside or out, and no signs except in uniform location and uniform styles fixed
by Lessor will be permitted in the public corridors or on corridor doors of
entrance to Lessee's space.  All signs will be contracted for by Lessor for
Lessee at the rate fixed by Lessor from time to time, and Lessee will be billed
and pay for such service accordingly.

5.     Lessee shall not use the common areas of the building for any
solicitation, advertising, demonstration, or political activity.





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6.     Lessee shall not place, install, or operate on the Leased Premises or in
any part of the Building, any engine, stove, or machinery, or conduct
mechanical operations, or cook thereon or there or place or use in or about
premises any explosives, gasoline, kerosene, oil, acids, caustics, or any other
flammable, explosive, or hazardous materials without written consent of Lessor.
Microwaves are allowed.

7.     Lessor will not be responsible for lost or stolen personal property,
equipment, money, or jewelry from the Leased Premises or public rooms
regardless of whether such loss occurs when area is locked against entry or
not.

8.     None of the entries, passages, doors, elevators, elevator doors,
hallways or stairways shall be blocked or obstructed, or any rubbish, litter,
trash or material of any nature placed, emptied or thrown into these areas, or
such areas be used at any time except for ingress by Lessee, Lessee's agents,
employees, or invitees.

9.     Lessor shall have the right to prescribe the weight and position of
safes, computers, and other heavy equipment which shall, in all cases, in order
to distribute their weight, stand on supporting devises approved by Lessor.
All damage done to the Building by placing in or taking out any property of
Lessee while in the Building shall be repaired promptly at the expense of
Lessee.

10.    Should Lessee require telegraphic, telephonic, annunciator, or other
communication services, Lessor shall direct where and how wires are to be
introduced and placed and none shall be introduced or placed except as Lessor
shall direct.

11.    Without Lessor's prior written approval, Lessee shall not install any
radio or television antenna, loudspeaker, music system, or other device on the
roof or exterior walls of the Building, or on common walls with adjacent
tenants.

12.    Use of chair mats is required under all chairs with wheels or castors.

13.    These Rules and Regulations are in addition to, and shall not be
construed to in any way modify, alter or amend, in whole or in part, the terms,
covenants, agreements, and conditions of any Lease covering premises in the
Building.

14.    Lessor reserves the right to make such other reasonable rules and
regulations as in its judgment may from time to time be needed for the safety,
care, and cleanliness of the Building, and for the preservation of good order
therein.





                                      -12-
<PAGE>   13
15.    Lessee shall acquire and maintain an A.B.C. Dry Chemical Fire
Extinguisher for its Leased premises.





                                      -13-
<PAGE>   14
                                    RIDER #1


       This supplements and amends that certain Office Lease Agreement between
INTERVEST-SOUTHER OAKS LIMITED PARTNERSHIP, as Lessor, and MULTIMEDIA GAMES,
INC., as Lessee, dated _____________________, 199___, to which reference is
herewith made as if here set forth in full as follows:

       Rental Escalation:   In the event operating expenses (as defined below)
of Lessor upon the land and building, including parking area, of which the
Leased Premises are part, shall in any calendar year, exceed the sum of $4.16
per square foot (based on net rentable square feet comprising the Building),
the upon written notice to the Lessor, the Lessee agrees to pay as additional
rental, Lessee's probata share of such operating expenses in excess of $4.16.

       Lessor shall, within ninety (90) days following the close of any
calendar year for which additional rental is due under this section, give
written notice there to Lessee, provided, however, Lessor may within thirty
(30) days prior to the termination of this Lease estimate Lessee's probata
share of the excess operating expenses for that calendar year and reasonable
detail.  Lessee agrees to pay Lessor additional rental within fifteen (15) days
after such written notice.  The monthly rental rate for the following year will
be increased by the increased amount of expenses during the current calendar
year.  The term "operating expenses" as used herein includes Lessor's cost of
providing heating, air conditioning, utilities, janitorial services and
supplies, snow removal, security services, reasonable management costs,
landscape, and general maintenance and repairs.  The term "operating expenses"
also includes all real property taxes which accrue against the building and
land during the term of the Lease as well as all insurance premiums Lessor is
required to pay or deems necessary to pay, including public liability
insurance, with respect to the building and land.  If an increase in the fire
and extended coverage insurance premiums paid by Lessor for the building is
caused by Lessee's use and occupancy of the Leased Premises, or if Lessee
vacates the Leased Premises and causes an increase in such premiums, then
Lessee shall pay as additional rental the amount of such increase to Lessor.

       In no event shall a single rental escalation cause Lessee's total
monthly rental to increase more than five percent (5%) per year.





                                      -14-
<PAGE>   15
                                    RIDER #2


1.     Mechanical.  Lessor agrees to use its best efforts to provide Lessee
adequate mechanical in order to meet Lessee's electrical and telephone
requirements for ordinary office usage.

2.     Lessor's Insurance Requirements.  Lessor, at its sole option, may
procure and maintain at times during the term of this Lease a policy or
policies of insurance covering loss or damages to the Property (exclusive of
Lessee's trade fixtures, equipment, and personal property), providing
protection against those perils as Lessor deems appropriate.

3.     Quiet Enjoyment.  Lessor warrants that it has full right to execute and
to perform this Lease and to grant the estate Leases, and, that Lessee, upon
payment of the required Rent and performing the terms, conditions, covenants,
and agreements contained in this Lease, shall peaceable and quietly have, hold,
and enjoy the Leased Premises during the full term of this Lease as well as any
extension or renewal thereof.  However, Lessee accepts this Lease subject and
subordinate to any underlying Lease, mortgage, deed of trust, or other lien
presently existing upon the Property.  Lessor hereby is irrevocably vested with
full power and authority to subordinate Lessee's interest under this agreement
to any underlying Lease, mortgage, deed of trust, or other lien hereafter
placed on the Property, and Lessee agrees upon demand to execute additional
instruments subordinating this Lease as Lessor may require.  If the Lessor's
interest under this Lease shall be transferred by reason of foreclosure of
other proceedings for enforcement of any lien, deed of trust, or mortgage on
the Property, Lessee shall be bound to the transferee (sometimes called
"Purchaser") under the terms, covenants, and conditions of this Lease for the
balance of the term remaining, and any extensions or renewals thereof, with the
same force and effect as if the Purchaser were the Lessor under this Lease.
Lessee agrees to attorn to the Purchasee, as its Lessor, the attornment to be
effective and self-operative without the execution of any further instruments
upon the Purchase succeeding to the interest of the Lessor under this Lease.
The respective rights and obligations of Lessee and the Purchaser upon the
attornment, to the extent of the then remaining balance of the term of this
Lease, and any extensions and renewals thereof, shall be the same as those
herein contained.

4.     Force Majeure.  In the event Lessor or Lessee shall be delayed,
hindered, or prevented from the performance of any act required herein by
reason of strikes, lockouts, labor troubles, inability to procure materials,
failure of power, restrictive governmental laws or regulations, riots,
insurrection, war, or any other reason of a like nature ("Event") that is not
the





                                      -15-
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fault of the Party delayed in performing the work or doing the acts required
under the terms of this Lease, then said performance of any such act shall be
excused for the period of time the Event takes place.  The period for the
performance of any such act shall be extended for a period of time equivalent
to the time period of the Event.  The provisions of this section shall not
operate to excuse Lessee from prompt payment of the Base Rent and any other
Rent required by the terms of this Lease.

5.     Waiver of Subrogation:      Anything in this Lease to the contrary
notwithstanding, the parties hereto hereby waive to the extent permitted by
their respective insurance carriers any and all rights of recovery, claim,
action or cause of action, against each other, their agents, officers, and
employees for any loss or damage that may occur to the premises hereby demised,
or any improvements thereto, or said building of which the premises are a part,
or any improvements thereto, by reason of fire, the elements or origin,
including negligence of the parties hereto, their agents, officers and
employees.





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