ARNOLD COMPANIES
                    DIVISION OF THE ARNOLD FAMILY CORPORATION
                         720 GRACERN ROAD, BUILDING 200
                       COLUMBIA, SOUTH CAROLINA 29210-7658


                                COMMERCIAL LEASE


         THIS LEASE  AGREEMENT  (hereinafter  "Lease") is entered into as of the
12th day of October 1998,  between  Stephenson Park Associates,  LP (hereinafter
called "Landlord"), Premier Express Claims, Inc. (hereinafter called "Tenant").


         1. LEASED  PROPERTY.  The Landlord hereby leases to Tenant,  subject to
the covenants, terms and conditions hereinafter expressed that certain parcel of
real property,  together with that building and other  improvements  thereon and
all  rights,  easements,  privileges,  and  appurtenances  thereunto  belonging,
located at 720 Gracern Road, Suite 420, Columbia, SC 29210,  henceforth referred
to as the "Leased Property",  and more particularly  described and identified in
the area outlined in red on the map or floorplan  annexed  hereto as Exhibit "A"
and by reference made a part hereof.


         2. TERM AND  DELIVERY OF  PREMISES.  To have and to hold said  premises
unto the Tenant for a term of 5 years  beginning  on December 1, 1998 and ending
on November 30, 2003.

         It is  further  agreed and  understood  that if  Landlord  is unable to
deliver  possession of the demised premises to the Tenant at the commencement of
the term of this lease because of the  retention of possession  thereof by other
parties than Landlord,  or because  Landlord is unable to get the premises ready
for occupancy by Tenant, then Landlord shall not be liable to Tenant for damages
and this lease shall not terminate,  provided however, that Tenant shall have no
obligation  to pay  hereunder  until  possession  of  the  demised  premises  is
delivered  to Tenant.  Landlord  shall use all  reasonable  diligence to deliver
possession of the premises to Tenant upon commencement of the within term.

         It is  anticipated  that  possession  may be had on November  15, 1998,
however,  if for any reason  Landlord  fails to give  possession  of the demised
premises on that date,  then this lease and payment of rent will  commence as of
the day possession is given with the further  understanding that possession must
be had by December 1, 1998 or Tenant may terminate  this lease by written notice
prior to the  Landlord's  tendering  possession  of the demised  premises to the
Tenant.  If the term of this lease shall  commence on a day other than the first
day of a calendar  month,  rental  shall be paid for the portion of the month in
proportion to the monthly  rental rate as herein  provided and the term provided
for this lease shall be extended so as to cause the expiration of the term to be
on the last day of the month of the term.


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         3.  COVENANTS  AND  CONDITIONS  OF  LEASE.  This  lease  is made on the
following covenants and conditions which are expressly agreed to by Landlord and
Tenant:

                  Rent: Tenant covenants to pay as rental to Landlord the annual
and monthly sums as  stipulated in Paragraph 33. Said rental shall be payable in
advance at the office of Arnold  Companies,  720  Gracern  Road,  Building  200,
Columbia, South Carolina, 29210-7658. Rent is due on the first day of each month
and shall not be withheld for any reason whatsoever.

                  In the event Tenant  shall fail to pay rental  within Ten (10)
days of the due date, a late charge of ten percent (10%) of the monthly  rental,
compounded  monthly but a minimum of ten  ($10.00)  dollars per month,  shall be
added to the rental and paid to  Landlord  for each such late  payment,  and the
same shall be treated as additional rent.


         4.  UTILITIES.  Tenant  agrees to pay for all utility  connections  and
services rendered or furnished to the Leased Property during the Lease term.


         5. REPAIRS AND MAINTENANCE.  Tenant agrees,  throughout the Lease term,
to maintain the Leased Property, including the interior and exterior portions of
the building being leased hereunder,  and any improvements  thereon,  in a clean
and  safe  manner  and to  make,  at its  expense,  such  ordinary  repairs  and
replacements  as may be required to keep said Leased  Property  and the interior
and exterior of said  building and  improvements  in good  condition  (excluding
repairs and  replacements  necessitated  by a fire or other  casualty  insurable
under a standard  form All Risk Fire and Extended  Coverage  Insurance  Policy),
ordinary wear and tear,  damage by the elements and any  obligations of Landlord
excepted. * All warranties transferred to Tenant.

         Tenant  further  agrees  to make,  at its own  expense  less a $250 per
agreed-upon instance Landlord  contribution,  all major repairs and replacements
required to maintain  the  utility  systems  including  the HVAC,  plumbing  and
electric systems, and to maintain the exterior portion of the Leased Property in
a good and safe  condition;  and to make at its  expense,  such  major  repairs,
replacements  and improvements as may be required to keep the utility systems of
the Leased Property and interior and exterior of said building and  improvements
in compliance  with all  applicable  federal,  state and municipal  laws and all
applicable   rules,   regulations   and   directives  of  properly   constituted
governmental authorities.  Landlord agrees to maintain the foundations, roof and
structural  portions of the exterior walls of the Building (except for glass and
exterior  doors and repairs  necessitated  by acts of Tenant  and/or its agents,
employees or invitees).  In the event that the building  situate upon the Leased
Property  should  become  in  need of  repairs,  replacements,  or  improvements
required to be made by the Landlord hereunder,  Tenant shall give written notice
thereof to Landlord,  and Landlord shall proceed  promptly to make such repairs,
replacements or improvements, at its own expense.

         In the event that the need for repairs,  replacements  or  restorations
shall be  caused  by fire or other  casualty  or by  taking  under  the power of
eminent  domain,  the  obligations of Landlord and Tenant shall be determined in
accordance with Paragraph 12 or 17 as the case may be.


<PAGE>


         6. PAYMENT OF TAXES AND OTHER ASSESSMENTS.  Landlord shall pay annually
all real estate taxes on the demised  premises  existing at the  commencement of
this Lease. However, Tenant shall reimburse Landlord for their pro rata share of
any and all taxes and other assessments assessed or levied against the premises,
as well as any special  assessment  imposed  upon the demised  premises  for any
purpose  whatsoever  during the term,  whether  the in taxation  results  from a
higher tax rate or an increase in the assessed valuation of the demised premises
or of both. However, if the improvements upon the demised premises are not fully
assessed by the local  assessor's  office during the agreed upon base year,  the
tax base will be amended in the following  manner.  The millage rate established
in the year as set out  above  shall be  applied  to the  assessed  value of the
demised  premises when fully assessed by the Tax Assessor's  office.  Should the
full  assessment  not  be  completed  until  after  this  Lease  expires  or  is
terminated,  this increase will be due and payable upon demand.  If the taxes of
the demised  premises are  increased  because of the  fixtures  added by Tenant,
Tenant  shall  reimburse  Landlord  for  all  taxes  assessed  because  of  said
improvements.  Such payment  shall be made by Tenant and Landlord not later than
thirty  (30) days  following  the date on which  Landlord  provides  Tenant with
written  evidence of such increase.  In the event the premises are less than the
entire property  assessed for such taxes for any such year, then the tax for any
such year  applicable  to the premises  shall be  determined by proration on the
basis that the rentable  floor area of the premises  bears to the rentable floor
area of the entire property assessed.  If the final year of the Lease term fails
to coincide with the tax year, then any excess for the tax year during which the
term ends  shall be  reduced  by the pro rata part of such tax  beyond the Lease
term. For the purpose of this covenant,  it is agreed that the premises  demised
hereunder  contains  6,000 square feet and the rentable  area of the building is
10,000 square feet. Tenant's Pro-Rata share is 60.0%.


         7.  ALTERATION  OF  BUILDINGS  AND  INSTALLATION  OF FIXTURES AND OTHER
APPURTENANCES.  Tenant may only with the prior  consent of Landlord,  but at its
own cost and expense in a good,  workmanlike  manner,  make such alterations and
repairs in the  building as Tenant may  require for the conduct of its  business
without,  however,  materially  altering the basic  character of the building or
improvements,  or weakening any structure on the demised premises.  Tenant shall
have the right,  without the permission of Landlord,  to erect, at Tenant's sole
cost and expense, such temporary partitions, including office partitions, as may
be necessary  to  facilitate  the  handling of Tenant's  business and to install
electrical  fixtures,  additional  lights and wiring and other trade appliances.
Any  alterations  or  improvements  to the leased  premises,  including  but not
limited to partitions,  all electrical fixtures, lights and wiring, shall at the
option of Landlord, become the property of Landlord, at the expiration or sooner
termination of this Lease.  Should Landlord  request Tenant to remove all or any
part of the above mentioned items, Tenant shall do so prior to the expiration of
this Lease and repair  premises to its original  condition.  Temporary  shelves,
bins and  machinery  installed by Tenant shall remain the property of Tenant and
may be removed by Tenant at any time;  provided,  however,  that all  covenants,
including  rent, due hereunder to Landlord shall have complied with and paid. At
the expiration or sooner  termination of this Lease,  or any extension  thereof,
Tenant shall remove said shelves,  bins and machinery,  and repair,  in good and
workmanlike  manner,  all damage done to the leased  premises  by such  removal.
Tenant shall not exercise the right and  privilege  granted by this Article 7 in
such manner as to damage or affect the  structural  qualities  of the  building.
Before any work is begun,  Tenant agrees to furnish  Landlord with hold harmless
agreements from all contractors protecting against mechanics liens.


<PAGE>


         8. PROPERTY  INSURANCE.  Landlord shall obtain and keep in force during
the term of this Lease a policy or policies of insurance covering loss or damage
to the premises, in the amount of the full replacement value thereof,  providing
against  all  perils  included  within  the  classification  of  fire,  extended
coverage, vandalism,  malicious mischief, special extended perils (all risk) and
loss of rents. Tenant shall pay during the term hereof, in addition to rent, the
amount of any pro rata share of premiums for the insurance  required  under this
Paragraph  8. Tenant shall pay any such  premium  increases  to Landlord  within
thirty (30) days after  receipt by Tenant of a copy of the premium  statement or
other  satisfactory  evidence  of the  amount  due.  If the  insurance  policies
maintained  hereunder  cover other  improvements  in  addition to the  premises,
Landlord shall also deliver to Tenant a statement of the amount of such increase
attributable  to the  premises  and showing in  reasonable  detail the manner in
which such  amount  was  computed.  If the term of this  Lease  shall not expire
concurrently  with the  expiration  of the  period  covered  by such  insurance,
Tenant's  liability for premium  increases shall be prorated on an annual basis.
If the premises  are less than the total  property the base pro rata share shall
be the same as in Paragraph 6 (Taxes). Tenant will not permit or suffer anything
to be done nor keep  anything in or about the  premises  which would  render the
insurance thereon void or voidable or cause cancellation.  Tenant will not keep,
use or sell, or allow to be kept, used or sold in or about the leased  premises,
any article or material which is prohibited by law or by standard fire insurance
policies of the kind  customarily  in force with respect to premises of the same
general type as those covered by this Lease.


         9. LIABILITY  INSURANCE.  Tenant will procure and keep in effect during
the  Lease  term  and any  extension  thereof,  at its sole  cost  and  expense,
Comprehensive  General Liability Insurance coverage with a combined single limit
of One Million  Dollars  ($1,000,000.00)  per occurrence  with respect to bodily
injury and  property  damage  resulting  from or occurring  in  connection  with
Tenant's use and/or occupancy of the Leased Property.  Such policy shall name as
insured Tenant,  Landlord and any mortgagees of which Tenant has notice as their
interests  shall  appear.  Evidence  of such  insurance  shall be  delivered  to
Landlord upon commencement of this Lease, and the policy or policies  pertaining
to such insurance shall provide for at least thirty (30) days prior notification
to both  Landlord  and  Tenant  in the  event  of  significant  modification  or
cancellation.


         10.  INDEMNIFICATION.  Tenant will defend,  indemnify and hold harmless
Landlord  from and against all losses,  claims,  damages and expenses  resulting
from any accident or other  occurrence on or about the Leased Property caused by
the negligence of Tenant,  Tenant's  agents or employees and resulting in injury
or death to any  person or  damage to any  property,  except  when such  injury,
damage or death is due to the  negligence  of (or results  from a breach of this
Lease's terms and conditions by) the Landlord, its successors or assigns.

<PAGE>

         11. ASSIGNMENT AND SUBLETTING. Tenant shall not, without the Landlord's
consent, which shall not be unreasonably  withheld,  have the right to assign or
sublease the Leased  Property,  or any part  thereof to any third party.  In any
event, the Tenant shall notify Landlord or any potential  assignment or sublease
to be approved by the Landlord and shall remain primarily liable hereunder.  The
Tenant  shall not lease to a  Sublessee  at any  profit or rate above the amount
that is stipulated by this lease. Any rental increases or profit from subletting
shall become due and payable to the Landlord.


         12.  DAMAGE  AND   DESTRUCTION.   Irrespective  of  any  allegation  of
negligence,  if the  Leased  Property  or any  portion  thereof is so damaged or
destroyed  by the  elements or other  cause as to render the Leased  Property or
portion  thereof  unsuitable for the purposes  intended by Tenant and the Leased
Property  cannot be restored to its former  condition  within one hundred twenty
(120) days after such damage or destruction, then Landlord shall have the option
to declare this Lease null and void,  and in which event  Tenant shall  promptly
surrender  the Leased  Property to Landlord and shall pay rent and other charges
only to the time of such  surrender.  If the Leased  Property can be restored to
its former  condition  within one hundred twenty (120) days after such damage or
destruction,  or within such  longer  period as is  mutually  agreeable  to both
parties,  then  Landlord  shall have the  responsibility  of causing  the Leased
Property to be restored to its former  condition  as soon as  possible,  and the
rent and other charges payable  hereunder shall be abated or equitably  reduced,
whichever  is  applicable,  in an amount equal to the  proportion  of the Leased
Property which Tenant is unable to use in accordance with the purposes specified
herein as a result of such damage or  destruction,  from the date of such damage
or destruction until such restoration is completed, and such period of time from
the date of damage  until  restoration  shall be added to the Lease  term or the
applicable renewal term then in effect.


         13.  CONDUCT  OF  BUSINESS  AND USE OF LEASED  PROPERTY.  Tenant  shall
conduct its business in accordance with all Federal and State laws and all local
ordinances  applicable to such business.  Tenant agrees not to abandon or vacate
the  demised  premises.  Landlord  covenants  that the  Leased  Property  may be
lawfully  used by  Tenant  for a call  center or any other  legal  purposes  not
inconsistent therewith.


         14. COVENANT OF QUIET ENJOYMENT.  Landlord  covenants that it is seized
of the Leased Property in fee simple and has a good right to execute this Lease,
and that if Tenant performs in accordance with the terms and conditions  hereof,
Tenant shall have the  peaceable  possession  and quiet  enjoyment of the Leased
Property  throughout  the  Lease  term and any  extension  thereof  without  any
interference  or restriction by Landlord or any person  claiming  lawfully under
the  Landlord.  The  Landlord  will  guarantee  ingress and egress to the Leased
Property.


         15.  TENANT'S  DEFAULT.  If the Leased  Property  shall be  deserted or
vacated,  or Tenant  shall  voluntarily  file a  petition  in  bankruptcy  or be
adjudicated  a bankrupt in a proceeding  against it, or a receiver for Tenant or
for all or a substantial  part of its property  shall be  appointed,  or a court
order  shall  be  made  approving  a  petition  seeking   reorganization  or  an
arrangement under the Bankruptcy Act and any such  adjudication,  appointment or

<PAGE>

order shall not have been vacated or set aside or otherwise terminated or stayed
within sixty (60) days from the entry or granting thereof,  or if there shall be
a default in the payment of rent or any part  thereof for more than fifteen (15)
days after written notice of such default by the Landlord is received by Tenant,
or if there shall be default by Tenant in the  performance of any other material
covenant or material  condition  herein contained for more than thirty (30) days
after receipt of written notice  thereof;  then,  upon any of such events,  this
Lease (if the Landlord so elects) shall thereupon  become null and void, and the
Landlord may, at its option,  relet the Leased Property or any part thereof,  as
the agent of the Tenant,  and the Tenant shall pay the Landlord the  difference,
if any,  between the rent owed by Tenant for the remaining  portion of the Lease
term and the amount  received or to be received  under such  reletting  for such
portion of the Lease term.  Landlord  shall be  required to exercise  reasonable
good faith  efforts to mitigate  its  damages  and relet the Leased  Property in
accordance with the customary practice in South Carolina.

         Should  the  Tenant,  pursuant  to  this  Lease,  become  obligated  to
reimburse or otherwise pay the Landlord any sum of money in addition to the base
rent, the amount thereof shall be deemed  additional rent and may, at the option
of the Landlord, be added to any subsequent installment of the base rent due and
payable  under this Lease,  in which event the Landlord  shall have the remedies
for default in the payment  thereof  provided by this Lease.  The  provisions of
this paragraph shall survive the termination of this Lease.


         16. DEFAULT OF LANDLORD. If at any time during the term hereof Landlord
shall default in any of its  obligations  under this lease,  Tenant may give the
written  notice to Landlord of its  intention to terminate  the lease,  together
with a  statement  of the nature of such  default,  and such  termination  shall
become  effective  on the forty  fifth  (45th) day after the date of such notice
unless (a) such  default  shall be cured with forty five (45) days after such or
(b) if the  default  is of such a nature  that it  cannot be cured  within  such
period,  the  necessary  steps to cure such  default are duly taken  within such
period and are thereafter diligently pursued.


         17. EMINENT  DOMAIN.  If the whole of the Leased  Property is condemned
for any public use or purpose by any legally constituted  authority,  this Lease
shall  cease  from the date of such  taking and rental  shall be  accounted  for
between  the  Landlord  and  the  Tenant  as of the  date  of the  surrender  of
possession.  If any  portion  of the Leased  Property  is so  condemned  and the
property so taken shall make the Leased  Property  unsuitable  for the  purposes
contemplated  hereunder,  Tenant shall have the right to  terminate  this Lease,
effective  as of the date of such  taking  and the  rental  shall  be  similarly
accounted  for.  If a portion of the Leased  Property  shall be taken and Tenant
shall not so elect to terminate this Lease, the rental shall, from and after the
date of taking be  proportionately  reduced in an amount equal to the portion of
the Leased Property so taken and Landlord shall forthwith  restore the remaining
portion of the Leased  Property to a complete  architectural  unit provided that
the award  received  by  Landlord as a result of such  partial  condemnation  is
sufficient for such  restoration.  Unless the  condemnation  award  specifically
allows or clearly  implies  that a portion  thereof be  allocated  to Tenant for
trade fixtures,  alterations,  additions,  and improvements,  moving expenses or
other  consequential  damages,  Tenant  shall have no right of recovery  against
Landlord for any portion of such condemnation award.

<PAGE>

         18.  HOLDING  OVER.  If Tenant  remains  in  possession  of the  Leased
Property  after the expiration of the Lease term, or after the expiration of any
renewal term,  such  possession  shall be at a base rental rate of two (2) times
the last months base  rental  rate with all other terms and  provisions  of this
Lease to remain in effect.


         19.  SURRENDER OF LEASED  PROPERTY.  At the expiration of this Lease or
any  renewal  thereof,  or at the  earlier  termination  of the  Lease as herein
provided,  Tenant will  peaceably  and  quietly  leave the Leased  Property  and
surrender the possession thereof to Landlord in as good condition as it was upon
the  commencement  of the Lease  term  reasonable  wear and tear,  damage by the
elements and  permitted  alterations  and  improvements  excepted.  Tenant shall
proceed  immediately  upon the termination or expiration of this Lease to remove
from the Leased Property all personal property, equipment, furnishings and trade
fixtures  placed  by it on,  to, or in said  Leased  Property,  whether  nailed,
bolted,  or  otherwise  affixed.  Any damage  caused by such  removals  shall be
promptly repaired by Tenant at its own expense. Any alterations and improvements
not removed within thirty (30) days of the  termination or expiration  shall, at
Landlord's  option,  become  property  of  Landlord  who  may  dispose  of  such
alterations or improvements as it sees fit.


         20. EFFECT OF WAIVER. The failure of either party to enforce any of the
rights  given to it under  this Lease by reason of the  violation  of any of the
covenants  in this  Lease  to be  performed  by the  other  party  shall  not be
construed  as a waiver of the right of either  party to exercise any such rights
as to any subsequent violations of such covenants,  or as a waiver of any of the
rights  given  either  party by  reason  of the  violation  of any of the  other
covenants of this Lease.


         21. NOTICES.  Any notice or other communication  required to be given a
party  hereto  shall be in  writing  and  either  hand  delivered  or  mailed by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as set forth below.  For all purposes  hereunder,  "receipt"  shall be
deemed to occur on the date of actual receipt.

                                    As to Landlord, to:
                                    Stephenson Park Associates, LP
                                    Attn: Property Manager
                                    P.O. Box 211787
                                    Columbia, South Carolina  29221-6787
                                    Office: (803) 731-4321
                                    Fax:    (803) 731-1381
                                    As to Tenant:
                                    Premier Express Claims, Inc.
                                    720 Gracern Road, Suite 420
                                    Columbia, South Carolina  29210

or at such other  addresses  as the parties may from time to time  designate  in
writing in the manner provided in this Paragraph.


<PAGE>

         22. NON-DISTURBANCE AGREEMENT. This Lease is subject and subordinate to
any first or existing  mortgage which constitutes a lien on the Leased Property,
and  this   Lease  is  also   subordinate   to  all   renewals,   modifications,
consolidations, replacements and extensions of said mortgages.


         23. ESTOPPEL CERTIFICATES.  Each party shall, at any time and from time
to time, as requested by the other party, upon not less than ten (10) days prior
notice,  execute and deliver to the requesting party a statement certifying that
this  Lease in  unmodified  and in full  force and effect (or if there have been
modifications, that the same is in full force and effect as modified and stating
the  modifications),  certifying the dates to which the rent and additional sums
due hereunder have been paid,  stating  whether or not, to the best knowledge of
the  party  giving  the  statement,  the  requesting  party  is  in  default  in
performance of any of it's obligations  under this Lease, and, if so, specifying
each such default of which the party giving the statement shall have knowledge.


         24.  MODIFICATIONS.  There have been no  representations,  covenants or
warranties  by  either  party to the  other  which  qualify,  impair,  modify or
eliminate any terms, representations,  covenants or warranties contained herein.
No amendment  to this Lease shall be effective  unless the same shall be reduced
to writing and signed by the parties hereto.


         25.  REMEDIES.  The specific  remedies to which  Landlord or Tenant may
resort under the terms of this Lease are not  cumulative and are not intended to
be  exclusive  of any other  remedies  or means of  redress to which they may be
lawfully  entitled in case of any breach or threatened  breach by either of them
of any provision of this Lease.


         26.  SUCCESSION.  All of the terms,  covenants,  and conditions of this
Lease or any extension,  amendment or modification  thereto,  shall inure to the
benefit of and be binding upon the respective heirs, administrators,  successors
and assigns of the parties hereto.


         27.  GOVERNING LAWS. This Lease shall be construed in accordance  with,
and  performance  hereunder shall be governed by, the laws of the State of South
Carolina.


         28.  LIENS.  Tenant  will  not  permit  to be  created  nor  to  remain
undischarged  any lien,  encumbrance,  or charge (arising out of any work of any
contractor, mechanic, laborer or material man or any mortgage, conditional sale,
or security  agreement) which might be or become a lien or encumbrance or charge
upon the premises or any part thereof or the income  therefrom,  and Tenant will
not suffer any other matter or thing  whereby the estate,  right and interest of
Landlord in the premises or any part thereof  might be impaired.  If any lien or


<PAGE>


notice of lien on account of an alleged debt of Tenant or any notice of contract
by a party  engaged by Tenant or  Tenant's  contractor  to work on the  premises
shall be filed against the premises or any part thereof, Tenant, within ten (10)
days after notice of the filing thereof, will cause the same to be discharged of
record by payment,  deposit, bond, order of a court of competent jurisdiction or
otherwise.  If  Tenant  shall  fail to cause  such  lien or notice of lien to be
discharged within the period aforesaid,  then, in addition to any other right or
remedy,  Landlord may, but shall not be obligated to,  discharge the same either
by paying the amounts  claimed to be due or by procuring  the  discharge of such
lien by deposit or by bonding proceedings,  and in any such event Landlord shall
be entitled,  if Landlord so elects,  to compel the prosecution of an action for
the  foreclosure  of  such  lien by the  lienor  and to pay  the  amount  of the
judgement  in favor of the lienor  with  interest,  costs,  attorneys'  fees and
allowances.  Any amount so paid by Landlord and all costs and expenses including
attorneys'  fees,  incurred by Landlord in connection  therewith,  together with
interest  thereon  at the  maximum  legal  rate  from  the  respective  dates of
Landlord's  making of the payment or  incurring  of the cost and  expense  shall
constitute  additional rent payable by Tenant under this lease and shall be paid
by Tenant to Landlord on demand.


         29. SECURITY. As security for the faithful performance by Tenant of all
the terms and conditions of this lease on Tenant's part to be performed,  Tenant
has  deposited  with  Landlord  the sum of Four  Thousand  Two Hundred and Fifty
Dollars ($4,250.00).  Such amount shall be returned to Tenant, without interest,
within  thirty  (30) days after the day set forth for the  expiration  or sooner
termination  of the term herein if Tenant has fully and  faithfully  carried out
all of the  terms,  covenants,  and  conditions  of this lease on its part to be
performed.  Landlord  shall have the right to apply any part of said  deposit to
cure any default of Tenant,  including,  but not limited to, damages and payment
of rent.  The  application  of said deposit  shall be at the sole  discretion of
Landlord.  It is  expressly  understood  that this  remedy is in addition to all
other remedies vested in Landlord.

         In the event of sale of the  Building  or lease of the land on which it
stands  subject to this lease,  Landlord  shall have the right to transform  the
security to the purchaser and Landlord and his agent shall be released by Tenant
from all  liability for the return of such security and Tenant shall look to new
landlord  solely for the  return of the said  security.  It is agreed  that this
provision  shall apply to every transfer or assignment made of the security to a
new landlord.  The security  deposited  under this lease shall not be mortgaged,
assigned,  or encumbered by Tenant without the written  consent of Landlord.  In
the  event of any  authorized  assignment  of this by Tenant  the said  security
deposit  shall be deemed to be held by Landlord as deposit  made by the assignee
and Landlord shall have no further  liability with respect to the return of said
security deposit to Tenant.


         30. COMMISSIONS. Landlord and Tenant acknowledges the service of Arnold
Companies as Real Estate Broker in this transaction and in the  consideration of
the effort of said broker in obtaining  Tenant herein,  the Landlord does hereby
agree to pay said broker for services rendered, commissions on the rental of the
demised premises in accordance with their separate agreement. Both parties agree
that no other broker is involved in connection with this lease.


<PAGE>



         31. ERECTION AND REMOVAL OF SIGNS.  Tenant may only upon the Landlord's
prior  approval  place  suitable  signs on leased  premises  for the  purpose of
indicating  the nature of the  business  carried on by Tenant in said  premises;
provided,  however,  that such signs shall be in keeping with other signs in the
district where the leased premises are located; Tenant agrees to exonerate, save
harmless,  protect,  and indemnify Landlord from and against any and all losses,
damages,  claims,  suits,  or  actions  and all  costs  and  expenses  including
reasonable attorney's fees, in connection therewith,  arising from any damage or
injury to persons or property  caused by an  erection  and  maintenance  of such
signs or parts thereof,  and insurance coverage for such signs shall be included
in the public liability policy which Tenant is required to furnish. The location
and size of such signs shall be approved  by Landlord  prior to their  erection,
and shall not damage the leased  premises in any manner.  At the  termination of
this Lease,  Landlord may require that Tenant remove its sign, and any damage to
the premises caused by removal shall be promptly repaired by Tenant.


         32. RELOCATION. In the event Landlord determines to utilize the demised
premises  for other  purposes  during  the term of the Lease,  Tenant  agrees to
relocate to other space in the building to be designated  by Landlord,  provided
such other space is of equal or larger size than the demised  premises,  and has
substantially the same number of exterior windows and other amenities.  Landlord
shall pay all reasonable  out-of-pocket  expenses incurred by Tenant in any such
relocation,  including the expenses of moving and  reconstruction  of all Tenant
and Landlord improvements. In the event of any such relocation, this Lease shall
continue  in full  force and  effect  without  any  change in the terms or other
conditions,  but with the new location substituted for old location described in
Paragraph 1, page 1 of this Lease.

         33. ADDITIONAL PROVISIONS. Insofar as the following provisions conflict
with any other provision in this lease the following controls:

               A.   Base  Rentals:  The  Tenant  shall  pay the  following  base
                    rentals  which do not include the  payments of the Taxes and
                    Assessments  and Fire Insurance by Tenant in accordance with
                    Paragraphs 6 and 8:

               B.   Common Area  Maintenance:  The Tenant shall pay an amount of
                    $0.0625  per  month  to  the  Landlord  toward  common  area
                    maintenance  throughout the term of the lease. If the common
                    area maintenance  charges exceed $0.75 per year, Tenant will
                    pay the increased difference.

               C.   Interior  Upfit:  Landlord  agrees to upfit  Tenant space in
                    accordance with exhibit A.

               D.   Parking: Up to 60 spaces will be provided on the premises by
                    Landlord at no additional cost to Tenant.

               E.   Option to Terminate:

                    After 36th month with payment of $30,476.00

                    After 48th month with payment of $16,476.00

               F.   Option:  Tenant  has  one  3  year  option  at  rates  to be
                    negotiated.

<PAGE>



Effective Date             Rate              Monthly Rent          Annual Rental
------------------ -------------------- --------------------- ------------------

 12-1-98                   $8.50               $4,250.00              $51,000.00
 12-1-99                   $8.50               $4,250.00              $51,000.00
 12-1-00                   $8.50               $4,250.00              $51,000.00
 12-1-01                   $8.50               $4,250.00              $51,000.00
 12-1-02                   $8.50               $4,250.00              $51,000.00


         IN  WITNESS  WHEREOF,  each party  hereto  has caused  this Lease to be
executed, all as of the date first above written.




Witness                                 Landlord:

-----------------             By
                                   ----------------------------
                              Its
                                   ----------------------------
                              Date
                                   ----------------------------


Witness                                 Tenant:

-----------------             By
                                   ----------------------------
                              Its
                                   ----------------------------
                              Date
                                   ----------------------------